UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 10-K


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

        For the fiscal year ended December 31, 2010

                                      OR

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

        For the transition period from _________ to _____________


                        Commission file number: 000-54194

                            LATITUDE SOLUTIONS, INC.
 ------------------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)


             Nevada                                             26-1284382
----------------------------------                        ----------------------
 State or other jurisdiction of                               I.R.S. Employer
  incorporation or organization                             Identification No.

                      190 NW Spanish River Blvd., Suite 101
                              Boca Raton, FL 33431
 ------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

               Registrant's telephone number, including area code:
                                 (561) 417-0644

           Securities registered pursuant to Section 12(b) of the Act:

 Title of each class registered                            Name of each exchange
                                                            on which registered
----------------------------------                        ----------------------
         Not Applicable                                       Not Applicable

           Securities registered pursuant to Section 12(g) of the Act:

                                  COMMON STOCK
                                  ------------
                                (Title of class)

<PAGE>

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

Indicate  by  check  mark if the  registrant  is not  required  to file  reports
pursuant to Section 13 or Section 15(d) of the Act. |_|

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for 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 |_| No |X|

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Website, if any, every Interactive Data file required to
be submitted and posted pursuant to Rule 405 of Regulation S-T (section  232.405
of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files)
                                                                  Yes |_| No |_|

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

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

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

Indicate by check mark whether the  Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |_| No |X|

The aggregate  market value of voting stock held by  non-affiliates  (18,264,748
shares) of the registrant as of April 13, 2011 was $27,397,122.

There were 34,127,315 shares outstanding of the registrant's  Common Stock as of
April 11, 2011.


<PAGE>

                                TABLE OF CONTENTS

                                     PART I

ITEM 1       Business                                                          1
ITEM 1 A.    Risk Factors                                                     10
ITEM 1 B.    Unresolved Staff Comments                                        17
ITEM 2       Properties                                                       18
ITEM 3       Legal Proceedings                                                18
ITEM 4       Removed and Reserved                                             18

                                     PART II

ITEM 5       Market for Registrant's Common Equity, Related Stockholder
             Matters and Issuer Purchases of Equity Securities                19
ITEM 6       Selected Financial Data                                          34
ITEM 7       Management's Discussion and Analysis of Financial
             Condition and Results of Operations                              34
ITEM 7 A.    Quantitative and Qualitative Disclosures About Market Risk       39
ITEM 8       Financial Statements and Supplementary Data                      39
ITEM 9       Changes in and Disagreements with Accountants on Accounting
             and Financial Disclosure                                         40
ITEM 9 A.    Controls and Procedures                                          40
ITEM 9 A(T). Controls and Procedures                                          40
ITEM 9B      Other Information                                                40

                                    PART III

ITEM 10      Directors, Executive Officers, and Corporate Governance          40
ITEM 11      Executive Compensation                                           43
ITEM 12      Security Ownership of Certain Beneficial Owners and Management
             and Related Stockholder Matters                                  48
ITEM 13      Certain Relationships and Related Transactions, and Director
             Independence                                                     50
ITEM 14      Principal Accounting Fees and Services                           50

                                     PART IV

ITEM 15      Exhibits, Financial Statement Schedules                          51
SIGNATURES                                                                    77



<PAGE>

                           FORWARD LOOKING STATEMENTS

THIS  DOCUMENT   INCLUDES   FORWARD-LOOKING   STATEMENTS,   INCLUDING,   WITHOUT
LIMITATION,  STATEMENTS RELATING TO LATITUDE SOLUTIONS, INC. ("LATITUDE") PLANS,
STRATEGIES,  OBJECTIVES,  EXPECTATIONS,  INTENTIONS  AND ADEQUACY OF  RESOURCES.
THESE FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES,
AND OTHER  FACTORS THAT MAY CAUSE  LATITUDE'S  ACTUAL  RESULTS,  PERFORMANCE  OR
ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS,  PERFORMANCE OR
ACHIEVEMENTS  EXPRESSED  OR IMPLIED  BY THE  FORWARD-LOOKING  STATEMENTS.  THESE
FACTORS INCLUDE, AMONG OTHERS, THE FOLLOWING: ABILITY OF LATITUDE'S TO IMPLEMENT
ITS BUSINESS STRATEGY; ABILITY TO OBTAIN ADDITIONAL FINANCING; LATITUDES LIMITED
OPERATING  HISTORY;  UNKNOWN  LIABILITIES  ASSOCIATED WITH FUTURE  ACQUISITIONS;
ABILITY TO MANAGE GROWTH; SIGNIFICANT COMPETITION; ABILITY TO ATTRACT AND RETAIN
TALENTED  EMPLOYEES;  AND  FUTURE  GOVERNMENT  REGULATIONS;  AND  OTHER  FACTORS
DESCRIBED IN THIS DOCUMENT OR IN OTHER OF LATITUDE'S FILINGS WITH THE SECURITIES
AND EXCHANGE COMMISSION.  LATITUDE IS UNDER NO OBLIGATION, TO PUBLICLY UPDATE OR
REVISE ANY FORWARD-LOOKING  STATEMENTS,  WHETHER AS A RESULT OF NEW INFORMATION,
FUTURE EVENTS OR OTHERWISE.

For further information about these and other risks,  uncertainties and factors,
please  review  the  disclosure  included  in this  report  under  Item 1A "Risk
Factors."



                                     PART I

ITEM 1. BUSINESS
----------------

HISTORY

Latitude  Solutions,  Inc.  (hereafter  "LSI" or "the  Company") was  originally
incorporated  in the  State of Idaho on June 10,  1983 to  acquire  and  develop
mineral claims located in the Miller  Mountain  Mining District near Idaho City,
Idaho.  Because  the Company did not have the  necessary  funds to maintain  the
claims and continue to pay the necessary  assessment fees related to the claims,
the claims were abandoned in 1997 and written off. In March 2007, we changed our
corporate domicile from the State of Idaho to the State of Nevada by effecting a
change of domicile merger with a Nevada corporation named Genex Biopharma,  Inc.
that was created in October  2005.  We then  changed  the name of the  surviving
Nevada  Corporation  to GMMT,  Inc.  In July 2009,  we amended  the  Articles of
Incorporation to change our name to Latitude Solutions, Inc.

In July 2009,  we affected a reverse  stock split of our issued and  outstanding
shares of common stock on a one share for 23.1975  shares basis.  As a result of
the stock split, the number of shares of our issued and outstanding common stock
was decreased to approximately  500,000 shares.  The reverse stock split did not
alter the par value of our common stock and, accordingly,  the reverse split did
not  affect  our  total  stockholders'  equity.  The  reverse  stock  split  was
unanimously  approved  by  our  board  of  directors  and by a  majority  of our
stockholders by written consent.

Latitude Solutions,  Inc., through four subsidiaries,  has operations based upon
its proprietary technologies.

     -    Latitude  Clean Tech Group,  Inc.  provides  products,  processes  and
          solutions for contaminated water applications.

     -    Latitude Energy Services ("LES") provides water  remediation  services
          to the Oil, Gas and Energy industries  worldwide utilizing  innovative
          and patented  technologies  developed by its majority  equity  holder,
          Latitude Solutions, Inc. ("LSI") and is subsidiary companies. LES will
          market  and  own  and  operate  remediation/processing  units  for its
          clients  under  strict  licensing  and  leasing  agreements  to insure
          quality  of  service,  protect  the  integrity  and  efficacy  of  the
          technology.


                                      -1-
<PAGE>

     -    6709800 Canada, Inc. dba GpsLatitude,  the Company's third subsidiary,
          is the  technology/software/hardware  group,  which provides  wireless
          telemetry/live  video  streaming  and  security  products  for  Mobile
          Assets, Public Security, Corporate and National Security applications.

     -    Trinity Solutions, Inc., the Company's fourth operating subsidiary, is
          the Company's  internal business  marketing  subsidiary which provides
          sales and marketing support to the other subsidiaries.

We maintain offices in Boca Raton, Florida; Denver, Colorado;  Montreal, Quebec,
Canada;  Alberta,  Canada and Riyadh,  Saudi  Arabia.  Our  principal  executive
offices  are  located at 190 NW Spanish  River  Blvd.,  Suite 101,  Boca  Raton,
Florida 33431 and our telephone number is (561) 417-0644.  The Company maintains
a website at  www.lsiworldwide.com,  such website is not incorporated  into or a
part of this filing.

ACQUISITION OF 6709800 CANADA, INC. OPERATING AS GPSLATITUDE, TRINITY SOLUTIONS,
INC., AND LATITUDE CLEAN TECH GROUP, INC.

On March 24, 2009, we entered into agreements to acquire  6709800  Canada,  Inc.
dba GpsLatitude,  Trinity  Solutions,  Inc. and Latitude Clean Tech Group,  Inc.
through  our   wholly-owned   subsidiary,   GMMT   Acquisitions,   Inc.   ("GMMT
Acquisitions")  Under the terms of the  agreements,  GMMT  Merger,  Inc.  ("GMMT
Merger") acquired 50% of the issued and outstanding shares of 6709800 Canada dba
GpsLatitude  and 100% of all the stock in Trinity  Solutions,  Inc. and Latitude
Clean Tech Group,  Inc. GMMT Acquisitions then merged with and into GMMT Merger,
with GMMT Merger,  Inc. being the surviving  corporate  entity. In consideration
for the acquisitions,  we issued to the stockholders of GMMT Merger 19.5 million
shares of common  stock,  post split to reflect the 1 share for  23.1975  shares
basis that we affected prior to the closing of the transaction.  Upon completion
of the acquisitions, we changed our corporate name to Latitude Solutions, Inc.

Latitude Energy  Services,  LLC was organized in the state of Nevada on February
8,  2011.  LSI has a 70%  equity  ownership  in LES,  the  remaining  30% equity
ownership is owned by third party  entities.  LSI is one of five managers of the
LLC, the other four managers are from the 30% equity owners of the LLC.

The final corporate structure is as follows:

<TABLE>
<CAPTION>

                                                   LATITUDE SOLUTIONS, INC.
                                                    (A Nevada Corporation)

                                               Harvey Kaye, President-CEO-Director
                                                 Matthew Cohen, COO-CFO-Director
                                       Jan Rowinski, Executive Vice-President-Director
                                  Warren V. Blasland, Jr., Executive Vice-President-Director
                               /                    /                  \                     \
                              /                    /                    \                     \
                             /                    /                      \                     \
                            /                    /                        \                     \
                           /                    /                          \                     \

<S>                               <C>                             <C>                          <C>
LATITUDE CLEAN TECH GROUP, INC.  LATITUDE ENERGY SERVICES, LLC     TRINITY SOLUTIONS, INC.           6709800 CANADA, INC.
   (A Florida Corporation)            (A Nevada Limited            (A Florida Corporation)            (DBA GPSLATITUDE)
 (Wholly-owned subsidiary of         Liability Company -        (Wholly-owned subsidiary of   (A Canadian Corporation) 50% owned
   Latitude Solutions, Inc.)       70% owned subsidiary of        Latitude Solutions, Inc.)   subsidiary of Latitude Solutions, Inc.
Warren Blasland, CEO-Director      Latitude Solutions, Inc.)                                   Jan Rowinski, President/CEO-Director
                                       Ray Harlow, CEO

</TABLE>






                                      -2-
<PAGE>
     LATITUDE SOLUTIONS, INC.

Our  proprietary  technologies  and  operations  reside  in  four  subsidiaries,
discussed in greater detail under Operational Divisions.

     LATITUDE CLEAN TECH GROUP, INC. ("LCTG")

Latitude  Clean  Tech  Group,  Inc.,  a  wholly-owned  subsidiary,  is a Florida
corporation and is the contaminated  water  remediation  company.  LCTG provides
products,  processes and solutions for contaminated  water issues resulting from
various  oil/gas   drilling   operations   including  water  used  in  hydraulic
fractionizing  of wells,  contaminated  water relating to the Alberta oil sands,
and mining operations producing contaminated water.

     LATITUDE ENERGY SERVICES, LLC ("LES")

Latitude Energy Services, LLC ("LES") provides water remediation services to the
Oil,  Gas and Energy  industries  worldwide  utilizing  innovative  and patented
technologies  developed by its majority equity owner,  Latitude Solutions,  Inc.
("LSI")  and  its  subsidiary  companies.  LES  will  market,  own  and  operate
remediation/processing  units for its clients under strict licensing and leasing
agreements to insure  quality of service,  protect the integrity and efficacy of
the technology and to maximize financial benefits to the company.

     6709800 CANADA, INC. OPERATING AS GPSLATITUDE

GpsLatitude is a Canadian  corporation and is the Company's  technology/software
hardware group, which provides wireless  telemetry/live video streaming security
products to mobile assets and people.

     TRINITY SOLUTIONS, INC. ("TRINITY SOLUTIONS")

Trinity Solutions is a Florida corporation  designed to provide the Company with
marketing and sales  capabilities  to identify the  opportunities  available for
federal  and state  contracts  and other  governmental  business  opportunities.
Trinity  Solutions  has  entered  into a  strategic  alliance  with  Applied Geo
Technologies,  a tribally chartered  corporation wholly owned by the Mississippi
Band of Choctaw Indians d/b/a Chahta  Enterprises.  This strategic alliance will
allow us to actively  compete for and  participate  in technology and government
related contracts.

Trinity Solutions intends to market the Company's  products and services through
not only direct marketing efforts, but also through the development of strategic
alliances,  licensing  agreements,  vendor and distributor  agreements where and
when  applicable.  Those  agreements  that are in place are discussed in greater
detail below.

Each of our four subsidiaries  contains proprietary  technologies,  research and
development  capabilities for new products as well as marketing capabilities for
both government and commercial sectors.

OUR PRODUCTS AND STRATEGY

LATITUDE CLEAN TECH GROUP, INC. ("LATITUDE CLEAN TECH GROUP")

Latitude  Clean Tech Group's  proprietary  Electrolytic  Precipitation  (EP)(TM)
technology provides a cost effective,  efficient and environmentally sound means
of treating  large  amounts of  contaminated  water  resulting  from oil and gas
extraction projects  worldwide.  The Company has the exclusive worldwide license
for a  proprietary  EP  technology  which has proven to be highly  scalable into
large  industrial  applications  as  well as  smaller  special  use  operations.
Further, the Company has filed a U.S. provisional patent application  reflecting
recent new technology  breakthroughs.  The technology can provide high pollutant
removal  efficiencies of a wide variety or both organic and inorganic pollutants
from  water.  The  Company's  technology  requires  a  small  footprint  and  is
configured for mobile capability.

Latitude Clean Tech Group is initially  focusing its sales and marketing efforts
for its Electrolytic  Precipitation  technology  service on government and large
corporate clients. In light of the increasing issues related to major industrial

                                      -3-
<PAGE>

produced  water  pollution,  mining,  oil/ natural gas  (hydraulic  fracturing),
contaminated  water related issues,  together with ever increasing  expenditures
for defense,  surveillance and anti-terrorism  requirements,  there is a growing
market  for  the  Company's   technologies,   both   domestically  and  possibly
internationally.

Latitude  Clean Tech Group intends to market their  proprietary  technology  not
only directly  through their efforts and the efforts of Trinity  Solutions,  but
also in the development of industry relationships,  which could take the form of
licensing agreements, agency agreements and strategic alliances.

Recognizing the long term effects of the British Petroleum (BP) oil spill in the
Gulf of  Mexico,  Latitude  Clean  Tech  Group  has  entered  into a  Consulting
Agreement with the Laurino Group on June 8, 2010.  Commodore Dante Laurino,  CEO
of Laurino  Consulting  Group,  also  serves the  nation as a  volunteer  as the
Assistant  National Commodore of the  Readiness-Support  Group of the U.S. Coast
Guard Auxiliary. Together we have entered into a number of discussions with both
government and private entities to provide a comprehensive plan to deal with the
Gulf disaster.

The  Consulting  Agreement  with  Laurino  Consulting,  provides  for Laurino to
provide Latitude Clean Tech Group with professional  consulting  services in the
area of corporate  development,  business  development,  and strategic  planning
support as requested.  In return for such services,  Laurino Consulting receives
$5,000 a month.  In addition,  Laurino  Consulting  will receive 5% of all gross
income  from the  sales,  licensing,  leasing,  financing  or  other  use of the
Latitude EP technology for its services in connection  with such  services.  The
Consulting  Agreement also provides for Laurino Consulting,  in the event of the
consummation of an equity or debt financing identified by Laurino to receive 10%
percent of the amount invested by any identified investor,  and (ii) warrants to
purchase  common shares of Latitude  Solution.  The calculation of the number of
shares   underlying  the  warrant  shall  be  equal  to  5%  percent  times  the
consideration  received by Latitude  Clean Tech divided by the fair market value
per share of Latitude Solution's common shares.

As additional bonus compensation,  Laurino Group was issued 50,000 shares of the
restricted common stock of Latitude Solutions.

The Consulting Agreement has a term of one year.

         ALBERTA OIL SANDS

One of the  world's  worst  ecological  disasters  can be found in the Oil Sands
tailings  ponds  mining  operations  in the Fort  McMurray/Fort  McKay  areas of
Alberta,  Canada. As a result of oil recovery  operations,  tailings ponds which
contain  residual  contaminated  water have been deposited in a man-made lake of
some 50 square miles which  continues to expand.  Latitude  Clean Tech Group has
accelerated its efforts to introduce and deploy its proprietary  water treatment
technology to address the environmental  issues related to the extraction of oil
from the Oil  Sands in  Alberta  and is in  discussions  with  CNRL,  Shell  and
Syncrude.

--------------------------------------------------------------------------------
                                   CLEAN TECH
                               MARKET APPLICATIONS
                                      WATER
--------------------------------------------------------------------------------
600 GPM & LARGER                          600 GPM & SMALLER
----------------------------------------- --------------------------------------
A.  OIL/GAS                               A.  MILITARY POTABLE WATER
-----------                               --------------------------
1.       Alberta Oil Sands                1.       Support Troops in Field
2.       Shale Bed; Frac & Product H2O    2.       Military Bases
----------------------------------------- --------------------------------------
----------------------------------------- --------------------------------------
B.  MINE WASTES                           B. TRIBAL (U.S. & CANADA)
---------------                           -------------------------
1.       Gold Mines                       1.       Potable Water
2.       Copper Mines                     2.       Sanitary Wastes
3.       Diamond Mines
4.       Coal Mines
----------------------------------------- --------------------------------------


                                      -4-
<PAGE>

LICENSE AGREEMENT WITH SEPARATECH CANADA, INC.

On February 15,  2011,  LSI entered into a License  Agreement  ("the  Separatech
License") with Separatech Canada, Inc. ("Separatech.")

The Separatech  License  provides the Company with access to exclusive  usage of
Separatech's specified patents to use, test, develop,  package, promote, to sell
and provide  license  products  exclusively  in North  America.  Separatech  has
developed  a  technology  for  separating   oil-in-water   emulsions   based  on
encapsulated  granular  polyurethane  media,  which  then  can be used  with the
Company's  Electrolytic  Precipitation (EP)(TM) technology to treat contaminated
water resulting from oil and gas extraction projects.

The  License  provides  for the  Company  to  construct  a Pilot  Plant  for
development of the licensed products. In addition,  the Company will pay a total
licensing fee of $330,000 in the first year. In addition, the Company will pay a
total licensing fee of $1.8 million in installments over the five year term. The
License provides for a royalty fee based on the number of barrels per day.

The License has a term of at least 5 years, the expiration of the last to expire
licensed  patents.  The Term will  automatically  renew for  additional 5 years,
unless written notice is given by either party.

LICENSE AGREEMENT WITH CRUCIBLE ENTERPRISES, LTD.

On  November  8,  2010,  LCTG  entered  into an Agent  Agreement  with  Crucible
Enterprises,  Ltd.  As part of the Agent  Agreement,  Crucible  Enterprises  has
agreed to act as LCTG's non-exclusive supplier's agent for sales, representation
and distribution of its products. The Agent Agreement has a term of one year and
will  self-renew  for a term of three years  unless  written  notice is given to
discontinue  the  agreement.  The Agent  Agreement  provides  for a 10%  monthly
royalty to be paid to Crucible  Enterprises  based upon the gross revenue of the
products  and an annual  royalty to be based upon the gross  revenue of products
sold annually, at the following rates:

                    GROSS REVENUES                    %
                  --------------------              -----
                  $5,000,000 annually               12.5%
                  $10,000,000 annually              15%

LATITUDE ENERGY SERVICES, LLC

Latitude Energy Services ("LES") provides water remediation services to the oil,
gas  and  energy  industries   worldwide   utilizing   innovative  and  patented
technologies  developed by its majority  equity owner Latitude  Solutions,  Inc.
("LSI")  and  its  subsidiary  companies.  LES  will  market,  own  and  operate
remediation/processing  units for its clients under strict licensing and leasing
agreements to insure  quality of service,  protect the integrity and efficacy of
the technology and to maximize financial benefits to the company.

LES will service  clients in all aspects of the oil,  gas and energy  Industries
including  but not limited to oil and gas  drilling and  production  operations,
refining  and  associated  processing  operations,  synthetic  crude  production
operations and associated  tailing or storage sites,  pipeline and  distribution
operations and other associated operations.

         HYDRAULIC FRACTURING-SHALE BEDS, OIL GAS SHALE BEDS

LES is aggressively developing  opportunities relating to the remediation of the
large  volumes  of  contaminated  water  resulting  from  the  use of  hydraulic
fracturing  process in various shale deposits  particularly the Barnett Shale in
Texas and the Marcellus shale located in New York, Pennsylvania and Ohio.

                                      -5-
<PAGE>

6709800 CANADA,  INC. DBA  GPSLATITUDE  ("GPSLATITUDE  ") -  TECHNOLOGY/SOFTWARE
HARDWARE GROUP

GpsLatitude offers a line of secure, intelligent,  mobile wireless gateways that
offer secure, cost effective and always-on live data exchange between any remote
mobile device to a control  center and back to any mobile  device(s).  This data
exchange  is  available  on  a  global  scale.  The  technologies'   ability  to
inexpensively  capture and transmit real time, full environment (360o) video and
audio as well as  sophisticated  telemetry  and wireless data allows for a broad
range of applications.

GpsLatitude's technology is focused into the following markets:

   -Early responders, Police, Firefighters
   -Public Transportation
   -Military
   -Broadcast

GpsLatitude's research and development activities are focused on the development
of  improvements  to its current  products and  technology.  The mobile wireless
gateways are considered developed and proven and are being marketed to potential
customers.

GpsLatitude  markets their  wireless  gateways not only  directly  through their
efforts and the efforts of Trinity  Solutions,  but also in the  development  of
industry  relationships,  which  could  take the form of  licensing  agreements,
agency agreements and strategic alliances.

Currently,  the Royal Canadian Mounted Police (RCMP) are utilizing the Company's
products.

On August 6, 2010,  GpsLatitude  entered  into an Alliance  Marketing  Agreement
("Alliance  Agreement")  with Bell Mobility,  Inc. to co-market and co-sell Bell
services  combing with the wireless  applications of  GpsLatitude.  The Alliance
Agreement  has a term of one year and can be  renewed  for  additional  one year
terms, if the parties agree.


In February 2010,  GpsLatitude  was a speaker at the General  Dynamic  Itronix's
European  Business Partner Summit, as part of the General Dynamic's ACES Partner
Program.  The program has been developed by General  Dynamic in order to develop
long-term  business  relationships  with  partners.  At the time of this filing,
GpsLatitude has been offered and accepted an invitation to be a part of the ACES
Partner Program.  There is no written agreement between  GpsLatitude and General
Dynamic at this time.

TRINITY SOLUTIONS,  INC. ("TRINITY SOLUTIONS") - SALES AND MARKETING DEVELOPMENT
GROUP

Trinity  Solutions  is designed  to maximize  the  opportunities  available  for
federal and state contracts and other business opportunities.  Trinity Solutions
is designed to provide  Latitude  Solution's  other  business  units,  strategic
partners and licensees  with  advantages  to capture  portions of these funds by
utilizing   strategic   business   alliances  with  selected  tribes  and  other
governmental strategic relationships.

Marketing  advantages in the federal marketplace result from the unique contract
bidding status of tribal "Super  Certified" (8a, Hub Zone,  Small  Disadvantaged
Business (SDB), and Disadvantaged  Business Entity (DBE)) accreditation  derived
from  the   Small   Business   Administration   and  the  U.S.   Department   of
Transportation.

On December  18,  2008,  Trinity  Solutions  entered  into a Strategic  Alliance
Agreement with Applied Geo Technologies, a tribally chartered corporation wholly
owned by the Mississippi Band of Choctaw Indians d/b/a Chahta Enterprises.  This
strategic  alliance  will allow us to actively  compete for and  participate  in
technology and government  related  contracts.  The Strategic Alliance Agreement
had an  initial  term of one  year  (December  17,  2009)  and self  renews  for
successive one year terms, unless either party two months prior to the term date
gives written notice.

The Strategic  Alliance  Agreement provides for both parties to work together to
bring together specific mutually  beneficial projects that maximize the relative
strengths of each party and minimize potential weak areas of either party by the

                                      -6-
<PAGE>

use of the other parties recognized areas of strength.  Each party bears its own
costs arising out of the  obligations  of the Strategic  Alliance  Agreement and
compensation to be determined on a project by project basis.

LSI's subsidiaries  contain proprietary  technologies,  research and development
capabilities for new products as well as robust marketing  capabilities for both
government and commercial sectors.  Latitude  Solutions,  Inc. has capability to
provide  its  subsidiaries'  strategic  partners  and  licensee's  access to the
markets  for the  future  by  addressing  the  needs  of  critical  governmental
departments  which receive full budget funding for defense,  anti-terrorism  and
critical  infrastructure  needs  as  part  of the  nation's  new  infrastructure
stimulus package.

COMPETITION

LATITUDE CLEAN TECH AND LATITUDE ENERGY

The  companies  that we compete  with are larger and in many  situations  better
capitalized then our operations.  We compete against companies such as Seimen's,
General  Electric and Ecosphere,  among others.  Latitude Clean Tech's and LES's
primary  competitors/alternatives are companies that provide solutions either on
the front end or back end.

We have not been able to identify a competitor  that can provide the solution to
water problems  pertaining to the remediation of suspended  solids and colloidal
suspensions. The competitive advantages of our technology, includes the low cost
of operation,  the ability to recycle large volumes of wastewater,  the size and
footprint  of our  units  compared  to  technologies  currently  being  offered.
Additionally,  our technology  destroys the cells of viruses,  bacteria,  cysts,
parasites, while removing heavy metals and emulsions.

Energy  companies  use many  different  methods and  approaches  in dealing with
various types of oily waters resulting from oil recovery operations. The primary
method of dealing with these waters throughout the United States is hauling them
to permitted  underground  injection sites. We treat the oily waters at the well
site.  We believe that our pricing  structure  combined with the mobility of our
solution and the ability to recycle large  volumes  provides an  alternative  to
current methods that energy companies will prefer.

GPSLATITUDE

The law enforcement  in-car video market is highly  competitive.  Digital in-car
video is a quickly  evolving  technology,  and the market  continues  to grow as
digital  technology gains widespread  acceptance.  Outdated analog video systems
are being  replaced by digital  systems,  and many  communities  are  purchasing
in-car video for the first time.

GpsLatitude's  products meet the needs of the high-end  mobile video market.  We
believe  that  our  major  competitors  in the law  enforcement  sector  are L-3
Communications,  MobileVision,  Panasonic, and Coban Technologies,  Inc. Some of
these  competitors  have  significant  advantages  over the  Company,  including
greater financial,  technical,  marketing or manufacturing resources,  preferred
vendor status with existing customer base, more extensive distribution channels,
or faster  response  times to new or emerging  technologies.  Additionally,  new
competitors may enter the market with new products and  technology.  The Company
seeks to offset these potential  exposures in the market place through expansion
of its strategic partnerships, such as Bell Canada.

RESEARCH AND DEVELOPMENT

All  research  and  development  costs are charged to results of  operations  as
incurred. These expenses relate to salaries,  consulting fees and other expenses
related to the development of technology  that allows for the wireless  transfer
of data to mobile receivers.  These costs are included in operating expenses and
are net of research and  development  reimbursements  received from the Canadian
Revenue Agency and from Revenue Quebec. These costs were $31,104 and $39,959 for
the years ended January 31, 2010 and 2009.

In connection with the proprietary  technology of Latitude Clean Tech Group, the
Company holds a patent application and trademarks, as discussed below.

                                      -7-
<PAGE>


FACILITIES

The corporate  headquarters for Latitude  Solutions,  Inc.  operates out of Boca
Raton,  Florida, and operates out of an office building that occupies over 3,000
square feet.  This space also includes our corporate  headquarters  for Latitude
Clean Tech Group,  Inc.,  Latitude Energy Services,  LLC and Trinity  Solutions,
Inc. The space is rented under a lease  agreement for a period of 5 years and an
annual rent of $66,000.

Latitude  Clean Tech  Group,  Inc.  operates  out of Boca  Raton,  Florida,  and
operates out of a warehouse  building that occupies over 3,000 square feet. This
space is  rented  under a lease  agreement  for a period of 1 year and an annual
rent of $12,000

GpsLatitude is headquartered in Montreal,  Canada and is operating in a facility
that is in the city of Montreal,  Borough of St. Laurent,  Province of Quebec. .
We recently  entered into a lease  agreement  that provides 5,000 square feet of
office, production and laboratory space being part of the building. The lease is
for a  period  of 10  years.  As part of the  lease  agreement,  we pay  $60,000
annually in rent.

Latitude  Solutions,  Inc. entered into a lease providing space for a laboratory
in  Colorado  Springs,  Colorado.  The term of the  lease is for 5 years and the
first year's obligation in rent is $18,400.

NUMBER OF PERSONS EMPLOYED

As of December 31, 2010,  the Company  including  its divisions has 16 full-time
employees and 1 part-time employee.

GOVERNMENT REGULATION

When we completed the  acquisition of  GpsLatitude  and Trinity  Solutions,  our
business  became  subject to certain  government  regulations  and dealing  with
various  government  agencies.  Certain  GpsLatitude  products  rely  on  global
positioning systems that are controlled,  monitored,  maintained and operated by
the United States  Department of Defense,  which does not currently charge users
for  access to  satellite  signals.  The U.S.  government  may  revise or add to
existing  policies  that could  change the way users of the systems do business.
Also,  global  positioning  system  technology  is  dependent  on the use of the
Standard  Positioning  Service ("SPS") provided by U.S.  Government  satellites,
which  operate in radio  frequency  bands that are globally  allocated for radio
navigation  satellite services.  The assignment of spectrum is controlled by the
International  Telecommunications  Union  ("ITU").  The  Federal  Communications
Commission   ("FCC")  is   responsible   for  the  assignment  of  spectrum  for
non-government  use in the U.S., in accordance with ITU regulations.  Any ITU or
FCC  reallocation  of  radio  frequency   spectrum,   including  frequency  band
segmentation or sharing of spectrum, could cause interference with the reception
of signals, which could affect the utility and reliability of equipment. Any new
technologies  and  services,   such  as   ultra-wideband   technologies,   which
GpsLatitude may propose, will have to be approved by the FCC.

Trinity  Solutions is designed to provide the Company with  marketing  and sales
capabilities  to  identify  the  opportunities  available  for federal and state
government contracts. If the Company is to enter into contracts with and federal
or state government entities, the Company could become subject to those entities
jurisdiction and regulations.

As a result,  the Company may deal with numerous  federal agencies and entities,
including  the  Departments  of  Defense,  Energy,  Justice,  Health  and  Human
Services,  Homeland  Security,  State, and  Transportation.  Similar  government
authorities  exist in other  countries  and  regulate  our  state or  provincial
efforts.


                                      -8-
<PAGE>

The  Company  would be required to comply with and would be affected by laws and
regulations relating to the formation,  administration,  and performance of U.S.
Government and other contracts. These laws and regulations,  include among other
things:

     o    require  certification  and  disclosure of all cost or pricing data in
          connection with certain contract negotiations;
     o    impose specific and unique cost  accounting  practices that may differ
          from  U.S.  generally  accepted   accounting   principles  (GAAP)  and
          therefore require reconciliation;
     o    impose  acquisition  regulations that define allowable and unallowable
          costs and otherwise  govern our right to  reimbursement  under certain
          cost-based U.S. Government contracts; and
     o    restrict  the use and  dissemination  of  information  classified  for
          national  security  purposes  and the export of certain  products  and
          technical data.

Government  contracts  are  conditioned  upon  the  continuing  availability  of
legislative  appropriations.  Long-term  government contracts and related orders
are subject to cancellation if appropriations for subsequent performance periods
become unavailable.  Congress usually  appropriates funds on a fiscal-year basis
even though contract  performance may extend over many years.  Consequently,  at
the outset of a program,  the contract is usually partially funded, and Congress
annually determines if additional funds are to be appropriated to the contract.

The U.S.  Government and other  governments  may terminate any of our government
contracts or  subcontracts  either at their  convenience or for default based on
performance.

OFF BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements.

DESCRIPTION OF PROPERTIES/ASSETS

     Real Estate.                None.

     Title to properties.        None.

     Patents.                    Provisional  Patent  Application #US
                                 61/356,027   for   "Method  and  for
                                 producing   high  volumes  of  clean
                                 water by Electro Coagulation", filed
                                 with the United States Patent Office
                                 on June  17,  2010.  Currently,  the
                                 application   is  in  the  one  year
                                 holding  stage of the  patent  grant
                                 process.

     Trademarks                  Integrated Water Technologies Serial # 85020427
                                 Integrated Water Systems Serial #85019655
                                 Integrated Water Solutions Serial #85019721
                                 Clean Tech Serial #85066606
                                 Electro Precipitation Serial #85066594












                                      -9-

<PAGE>

ITEM 1A. RISK FACTORS
---------------------


                           FORWARD LOOKING STATEMENTS

THIS  DOCUMENT   INCLUDES   FORWARD-LOOKING   STATEMENTS,   INCLUDING,   WITHOUT
LIMITATION,   STATEMENTS  RELATING  TO  LSI'S  PLANS,  STRATEGIES,   OBJECTIVES,
EXPECTATIONS,  INTENTIONS  AND  ADEQUACY  OF  RESOURCES.  THESE  FORWARD-LOOKING
STATEMENTS  INVOLVE KNOWN AND UNKNOWN  RISKS,  UNCERTAINTIES,  AND OTHER FACTORS
THAT  MAY  CAUSE  LSI'S  ACTUAL  RESULTS,  PERFORMANCE  OR  ACHIEVEMENTS  TO  BE
MATERIALLY  DIFFERENT  FROM ANY  FUTURE  RESULTS,  PERFORMANCE  OR  ACHIEVEMENTS
EXPRESSED OR IMPLIED BY THE FORWARD-LOOKING  STATEMENTS.  THESE FACTORS INCLUDE,
AMONG OTHERS, THE FOLLOWING:  ABILITY OF LSI TO IMPLEMENT ITS BUSINESS STRATEGY;
ABILITY TO OBTAIN ADDITIONAL FINANCING; LSI'S LIMITED OPERATING HISTORY; UNKNOWN
LIABILITIES  ASSOCIATED  WITH  FUTURE  ACQUISITIONS;  ABILITY TO MANAGE  GROWTH;
SIGNIFICANT  COMPETITION;  ABILITY TO ATTRACT AND RETAIN TALENTED EMPLOYEES; AND
FUTURE GOVERNMENT REGULATIONS;  AND OTHER FACTORS DESCRIBED IN THIS REGISTRATION
STATEMENT  OR IN  OTHER OF  LSI'S  FILINGS  WITH  THE  SECURITIES  AND  EXCHANGE
COMMISSION.  LSI IS UNDER NO  OBLIGATION,  TO  PUBLICLY  UPDATE  OR  REVISE  ANY
FORWARD-LOOKING  STATEMENTS,  WHETHER  AS A RESULT  OF NEW  INFORMATION,  FUTURE
EVENTS OR OTHERWISE.

                RISK FACTORS RELATING TO THE COMPANY AND BUSINESS

The following risk factors, as well as all other information set forth elsewhere
in this registration statement, should be carefully considered before purchasing
any of the shares of our common stock.

LSI HAS LIMITED WORKING CAPITAL AND LIMITED CASH FUNDS.

The capital  needs of LSI are  projected  to be  $4,500,000  during the first 12
months of  operations  as outlined in the 12 Month Budget on Page 35. Such funds
are not fully committed, at this time.

LSI has  limited  funds,  and such  funds may not be  adequate  to carry out the
business plan. The ultimate  success of LSI may depend upon its ability to raise
additional capital. LSI has investigated the availability, source, or terms that
might govern the  acquisition of additional  capital.  If additional  capital is
needed,  there is no assurance  that funds will be available from any source or,
if  available,  that they can be  obtained  on terms  acceptable  to LSI. If not
available,  LSI's  operations will be limited to those that can be financed with
its modest capital.

WE HAVE NO REVENUES TO SUSTAIN OUR OPERATIONS.

We are currently developing our business and have generated no revenues.  We are
not able to predict whether we will be able to develop our business and generate
significant revenues. If we are not able to complete the successful  development
of our business  plan,  generate  significant  revenues  and attain  sustainable
operations, then our business will fail.

WE HAVE  CONVERTIBLE  DEBT  WHICH  IS  CONVERTIBLE  INTO  OUR  COMMON  STOCK.  A
CONVERSION OF SUCH DEBT COULD HAVE A DILUTIVE EFFECT TO EXISTING SHAREHOLDERS.

At December  31, 2010 and December 31,  2009,  we have  outstanding  convertible
notes payable of $2,788,011 and $825,811,  respectively.  Such notes are due six
months from the date of issuance and are  convertible  into shares of our common
stock in whole or in part at a  conversion  price of $1.00 per  share.  When the
note  payables are  converted  into shares of our common stock this could have a
dilutive effect to the holdings of our existing shareholders.

WE WILL INCUR EXPENSES IN CONNECTION WITH OUR SEC FILING REQUIREMENTS AND WE MAY
NOT BE ABLE TO MEET SUCH COSTS,  WHICH COULD  JEOPARDIZE  OUR FILING STATUS WITH
THE SEC.

We expect to incur operational expenses as a result of becoming a public company
in order to meet the filing  requirements  of the SEC. We may see an increase in
our legal and accounting expenses as a result of such requirements.  We estimate

                                      -10-
<PAGE>

such costs on an annualized  basis to be approximately  $75,000,  which includes
both the annual audit and the review of the  quarterly  reports by our auditors.
These costs can increase  significantly  if the Company is subject  comment from
the SEC on its filings and/or we are required to file  supplemental  filings for
transactions  and  activities.  If we are not  compliant  in meeting  the filing
requirements  of the SEC, we could lose our status as a 1934 Act Company,  which
could compromise our ability to raise funds.

WE HAVE A MINIMAL OPERATING HISTORY,  SO INVESTORS HAVE NO WAY TO GAUGE OUR LONG
TERM PERFORMANCE.

Our current  operations were begun in March 2009. During the year ended December
31, 2010, we did not recognize revenues from our operational activities.  During
the year ended December 31, 2010, we recognized a net loss of  ($7,756,748) on a
consolidated basis. We must be regarded as a development venture with all of the
unforeseen costs,  expenses,  problems,  and difficulties to which such ventures
are subject. Our venture must be considered highly speculative.

WE MAY  BE  UNABLE  TO  OBTAIN  AND  RETAIN  APPROPRIATE  PATENT  AND  TRADEMARK
PROTECTION OF OUR PRODUCTS AND SERVICES

We protect our intellectual property rights through patents,  trademarks,  trade
names,  trade secrets and a variety of other measures.  However,  these measures
may be  inadequate  to protect our  intellectual  property or other  proprietary
information.

     o    Trade secrets may become known by third parties.  Our trade secrets or
          proprietary technology may become known or be independently  developed
          by competitors.

     o    Rights to patent  applications  and trade secrets may be  invalidated.
          Disputes  may arise  with  third  parties  over the  ownership  of our
          intellectual property rights. Patents may be invalidated, circumvented
          or  challenged,  and the rights  granted under the patent  application
          that provide us with a competitive advantage may be nullified.

     o    Problems  with future  patent  applications.  Pending or future patent
          applications  may not be approved,  or the scope of the granted patent
          may be less than the coverage sought.

     o    Infringement claims by third parties. Infringement,  invalidity, right
          to  use  or   ownership   claims  by  third   parties  or  claims  for
          indemnification may be asserted by third parties in the future. If any
          claims or actions are asserted  against us, we can attempt to obtain a
          license for that third party's intellectual property rights.  However,
          the third party may not provide a license under  reasonable  terms, or
          may not provide us with a license at all.

     o    Litigation may be required to protect  intellectual  property  rights.
          Litigation  may be  necessary  to protect  our  intellectual  property
          rights and trade  secrets,  to determine  the validity of and scope of
          the  rights  of  third  parties  or  to  defend   against   claims  of
          infringement or invalidity by third parties.  Such litigation could be
          expensive, would divert resources and management's time from our sales
          and marketing  efforts,  and could have a materially adverse effect on
          our business, financial condition and results of operations.

OUR SUCCESS  DEPENDS  SUBSTANTIALLY  ON THE  CONTINUED  RETENTION OF CERTAIN KEY
PERSONNEL AND OUR ABILITY TO HIRE AND RETAIN  QUALIFIED  PERSONNEL IN THE FUTURE
TO SUPPORT OUR GROWTH.

If one or more of our senior  executives  or other key  personnel  are unable or
unwilling to continue in their present positions,  we may not be able to replace
them  easily or at all.  As a result,  our  business  may be  disrupted  and our
financial  condition and results of operations  may be materially  and adversely
affected.  While we depend on the  abilities  and  participation  of our current
management team generally,  we have a particular  reliance upon Mr. Harvey Kaye,
Chief Executive  Officer and Mr. Matthew J. Cohen,  Chief Operating  Officer and
Chief Financial  Officer.  The loss of the services of Mr. Kaye or Mr. Cohen for
any reason could significantly impact our business and results of operations.

                                      -11-
<PAGE>

OUR  OFFICERS AND  DIRECTORS  MAY HAVE  CONFLICTS  OF INTEREST  WHICH MAY NOT BE
RESOLVED FAVORABLY TO US.

Certain  conflicts  of  interest  may  exist  between  us and our  officers  and
directors.  Our Officers and Directors  have other  business  interests to which
they devote  their  attention  and may be expected to continue to do so although
management  time should be devoted to our  business.  As a result,  conflicts of
interest may arise that can be resolved  only through  exercise of such judgment
as is consistent with fiduciary duties to us.

LSI IS A HOLDING  COMPANY,  AND THERE ARE  LIMITATIONS ON ITS ABILITY TO RECEIVE
DISTRIBUTIONS FROM ITS SUBSIDIARIES.

We conduct all of our  operations  through  subsidiaries  and are dependent upon
dividends or other intercompany transfers of funds from our subsidiaries to meet
our  obligations.  Moreover,  some of our  subsidiaries  are  currently,  or are
expected in the future to be,  limited in their ability to pay dividends or make
distributions to us by the terms of their financing  agreements.  We cannot make
any  assurances  that we will be able to continue to fund our activities in such
manner.

OUR OFFICERS AND  DIRECTORS  ARE THE MAJORITY  SHAREHOLDERS  OF THE COMPANY.  AS
SUCH, THERE IS A POSSIBILITY OF THEM CONTROLLING THE COMPANY TO THE DETRIMENT OF
OUTSIDERS.

Messrs.  Kaye,  Cohen,  Blasland and  Rowinski,  officers  and  directors of the
Company, are majority  shareholders of the Company. As such they will be able to
control the operations and the direction of the Company with very little outside
influence.

In  addition,  all are  directors of the Company and as such have the ability to
approve and set their employment  agreements and  compensation  with very little
outside  influence.   In  addition,   the  employment  agreements  of  all  four
individuals  provide for a cash bonus of  equivalent  to 15% of the prior twelve
(12) month's annual  compensation,  contingent on the Company reaching  revenue,
and gross  profit  targets  per year as  defined  in  writing  with the Board of
Directors before the commencement of each fiscal year.

               RISK FACTORS RELATING TO THE COMPANY'S SUBSIDIARIES

LATITUDE CLEAN TECH GROUP,  LATITUDE  ENERGY  SERVICES,  GPSLATITUDE AND TRINITY
SOLUTIONS  HAVE  LIMITED  OPERATING  HISTORIES  AND LSI WAS INACTIVE FOR SEVERAL
YEARS. IF WE FAIL TO GENERATE PROFITS IN THE FUTURE,  WE MAY EXHAUST OUR CAPITAL
RESOURCES AND BE FORCED TO DISCONTINUE OPERATIONS.

Latitude Clean Tech Group and Trinity  Solutions were organized in 2009 and have
a limited operating history.  Latitude Energy Services was organized in February
2011 and has a limited  operating  history.  GpsLatitude was created in February
2007, specifically to develop and design mobile wireless products and also has a
limited operating  history.  The potential for us to generate profits depends on
many factors, including the following:

     o    our ability to secure  adequate  funding to facilitate the anticipated
          business  plan and goals of  GpsLatitude,  Latitude  Clean Tech Group,
          Latitude Energy Services and Trinity Solutions;

     o    the size and timing of future client contracts, milestone achievement,
          service delivery and client acceptance;

     o    success   in   developing,   maintaining   and   enhancing   strategic
          relationships with potential business partners;

     o    actions by  competitors  towards  the  development  and  marketing  of
          technologies,  products and services  that will compete  directly with
          ours;

     o    the costs of maintaining and expanding operations; and

     o    our ability to attract and retain a qualified work force.

                                      -12-
<PAGE>

We cannot  assure  you that we will  achieve  any of the  foregoing  factors  or
realize profitability in the immediate future or at any time.

SOME OF OUR GPSLATITUDE PRODUCTS RELY ON A GLOBAL POSITIONING SYSTEM THAT MAY BE
SUBJECT TO TECHNOLOGICAL DIFFICULTIES AND FAILURES.

Certain  GpsLatitude's  products rely on a global positioning system, which is a
satellite-based navigation and positioning systems consisting of a constellation
of orbiting  satellites.  The satellites and their ground control and monitoring
stations are maintained and operated by the United States Department of Defense,
which does not currently charge users for access to the satellite signals. These
satellites  and their  ground  support  systems are complex  electronic  systems
subject to  electronic  and  mechanical  failures  and  possible  sabotage.  The
satellites were  originally  designed to have lives of 7.5 years and are subject
to damage by the hostile space  environment in which they operate.  However,  of
the current deployment of satellites in place, some have been operating for more
than 13 years. If a significant  number of satellites were to become inoperable,
unavailable  or  are  not  replaced,   it  would  impair  the  current   utility
GpsLatitude's  global  positioning  system products and have a material negative
effect on our  business.  In addition,  there can be no assurance  that the U.S.
government  will remain  committed to the  operation and  maintenance  of global
positioning  system  satellites over a long period,  or that the policies of the
U.S.  government  that  provide  for the use of the  system  without  charge and
without  accuracy  degradation,  will remain  unchanged.  Any curtailment of the
operating capability of the satellites could result in decreased user capability
for some of GpsLatitude's  products,  thereby  impacting markets and prospective
sales.

ANY REALLOCATION OF RADIO FREQUENCY  SPECTRUM COULD CAUSE  INTERFERENCE WITH THE
RECEPTION OF GLOBAL  POSITIONING  SYSTEM  SIGNAL,  WHICH COULD HARM  GPSLATITUDE
BUSINESS.

Global  positioning  system  technology  is dependent on the use of the Standard
Positioning  Service ("SPS") provided by U.S.  Government  satellites.  A global
positioning system operates in radio frequency bands that are globally allocated
for  radio  navigation  satellite  services.   The  assignment  of  spectrum  is
controlled  by  an  international   organization   known  as  the  International
Telecommunications Union ("ITU"). The Federal Communications  Commission ("FCC")
is responsible for the assignment of spectrum for non-government use in the U.S.
in  accordance  with  ITU  regulations.  Any ITU or FCC  reallocation  of  radio
frequency  spectrum,   including  frequency  band  segmentation  or  sharing  of
spectrum,  could  cause  interference  with  the  reception  of  signal  and may
materially  and  adversely  affect the utility and  reliability  of  GpsLatitude
products,  which would,  in turn,  have a material  adverse  effect on operating
results.  In  addition,  emissions  from  mobile  satellite  service  and  other
equipment  operating in adjacent  frequency bands or in band, may materially and
adversely affect the utility and reliability of our products, which could result
in a material  adverse  effect on our  operating  results.  The FCC  continually
receives  proposals for new  technologies and services,  such as  ultra-wideband
technologies, which may seek to operate in, or across, the radio frequency bands
currently  used by the GPS SPS.  Adverse  decisions  by the FCC that  result  in
harmful  interference to the delivery of the signal may materially and adversely
affect the utility and reliability of GpsLatitude  products,  which could result
in a material adverse effect on our business and financial condition.

IF WE FAIL TO KEEP UP WITH CHANGES AFFECTING OUR TECHNOLOGY AND THE MARKETS THAT
WE SERVICE,  WE WILL BECOME LESS  COMPETITIVE  AND THUS ADVERSELY  AFFECT FUTURE
FINANCIAL PERFORMANCE.

We expect that a significant  portion of our future revenue will be derived from
sales  of  newly  introduced   technology  and  products.  In  order  to  remain
competitive  and serve  customers  effectively,  we must respond on a timely and
cost-efficient basis to changes in technology, industry standards and procedures
and customer preferences. In some cases these changes may be significant and the
cost to comply with these  changes  may be  substantial.  Also,  there can be no
assurance that development  stage products can be successfully  completed or, if
developed,  will achieve significant customer acceptance. We may need to license
new technologies to respond to technological  change.  These licenses may not be
available to us on terms that we can accept or may  materially  change the gross
profits that we are able to obtain on our products. We cannot assure you that we
will be able to adapt to any  technological and product changes in the future or
that we will  have  the  financial  resources  to  keep up with  changes  in the
marketplace. Also, the cost of adapting to new technology, products and services
may have a material and adverse effect on our operating results.

                                      -13-
<PAGE>

FAILURE TO OBTAIN  REQUIRED  CERTIFICATIONS  OF OUR  PRODUCTS ON A TIMELY  BASIS
COULD HARM OUR BUSINESS.

We have certain products that are subject to  certifications  before they can be
sold. To the extent required,  certification is an expensive and  time-consuming
process  that  requires  significant  focus and  resources.  With respect to the
healthcare  industry and FCC  certification is required and would cost in excess
of $5,000. In addition,  United  Laboratory  Certification may be required for a
cost of $25,000.  An inability to obtain, or excessive delay in obtaining,  such
certifications  could have an adverse effect on our ability to introduce some of
our existing or new products.

WE RELY ON  INDEPENDENT  DEALERS AND  DISTRIBUTORS  TO SELL OUR PRODUCTS AND ANY
DISRUPTION TO THESE CHANNELS WOULD HARM OUR BUSINESS.

Because we  anticipate  marketing  a majority  of our  products  to  independent
dealers and distributors,  we are subject to many risks, including risks related
to  their  inventory  levels  and  support  for our  products.  If  dealers  and
distributors  do not have  sufficient  levels  of  inventory,  or if they do not
maintain  sufficient  levels  to  meet  customer  demand,  our  sales  could  be
negatively impacted.

BECAUSE OF THE  PRODUCTS AND  SERVICES WE WILL OFFER,  WE MAY BECOME  SUBJECT TO
SIGNIFICANT PRODUCT LIABILITY EXPOSURE.

We will be dependent on third party suppliers for various components used in our
current  technology and products.  Some of the  components  that we procure from
third party suppliers  include  semiconductors  and memory chips,  batteries and
microprocessors,  some of which are the sole source of the components. The cost,
quality  and   availability  of  components  are  essential  to  the  successful
production and sale of our products. Any significant disruption in the source of
these components could seriously impact production of our products and seriously
harm our ability to market these products.

IF WE ARE UNABLE TO COMPETE  EFFECTIVELY WITH EXISTING OR NEW  COMPETITORS,  OUR
RESULTING LOSS OF COMPETITIVE  POSITION COULD RESULT IN PRICE REDUCTIONS,  FEWER
CUSTOMER ORDERS, REDUCED MARGINS AND LOSS OF MARKET SHARE.

There  are  numerous  competitors  in the  market  places  in  which  we will be
marketing our products and we expect competition to increase in the future. Many
of our competitors have significantly greater financial, technical and marketing
resources than we do. These  competitors  may be able to respond more rapidly to
new or emerging technologies or changes in customer requirements.  They may also
be able to devote greater  resources to the  development,  promotion and sale of
their products.  Increased  competition could result in price reductions,  fewer
customer  orders,  reduced  margins  and loss of market  share.  Our  failure to
compete  successfully against current or future competitors could seriously harm
our business, financial condition and results of operations.

WE MAY NOT BE ABLE TO MANAGE FUTURE GROWTH  EFFECTIVELY,  WHICH COULD  ADVERSELY
AFFECT OUR OPERATIONS AND FINANCIAL PERFORMANCE.

The ability to manage and operate our business as we execute our development and
growth strategy will require effective planning.  Significant rapid growth could
strain  management  and internal  resources and cause other  problems that could
adversely affect our financial  performance.  We expect that our efforts to grow
will place a significant strain on personnel, management systems, infrastructure
and other resources.  Our ability to manage future growth  effectively will also
require  us to  successfully  attract,  train,  motivate,  retain and manage new
employees  and  continue to update and improve our  operational,  financial  and
management controls and procedures.  Further,  our ability to successfully offer
our  products  and  implement  our business  plan in a rapidly  evolving  market
requires an effective planning and management  process.  We plan to increase the
scope of our  operations  domestically  and our  anticipated  growth  in  future
operations  will  continue  to place,  a  significant  strain on our  management
systems  and  resources.  If  we do  not  manage  our  growth  effectively,  our
operations could be adversely affected, resulting in slower growth and a failure
to achieve or sustain profitability.


                                      -14-
<PAGE>

GROSS MARGINS FOR OUR PRODUCTS MAY FLUCTUATE OR ERODE IN THE FUTURE.

Our future  overall  gross margin may  fluctuate  from period to period due to a
number of factors,  including  product mix,  competition  and unit  volumes.  In
particular,  the average  selling prices of a specific  product tend to decrease
over that product's life. To offset such decreases,  we intend to rely primarily
on component cost reduction, obtaining yield improvements and corresponding cost
reductions  in the  manufacture  of existing  products  and on  introducing  new
products that incorporate  advanced features and therefore can be sold at higher
average selling prices.  However, there can be no assurance that we will be able
to obtain any such yield  improvements  or cost reductions or introduce any such
new  products in the future.  To the extent  that such cost  reductions  and new
product  introductions  do not occur in a timely  manner or our  products do not
achieve  market  acceptance,  our business,  financial  condition and results of
operations could be materially adversely affected.

OUR BUSINESS IS SUBJECT TO ECONOMIC,  POLITICAL AND OTHER RISKS  ASSOCIATED WITH
INTERNATIONAL SALES AND OPERATIONS.

Our  business  is subject  to  various  risks  associated  with  doing  business
internationally. We estimate that approximately 20% of our net sales in the next
12 months  could  represent  products  shipped  to  international  destinations,
specifically  in Denmark,  Saudi Arabia,  Lebanon and Africa.  Accordingly,  our
business,  financial  condition and results of  operations  could be harmed by a
variety of international factors, including:

     o    changes in foreign currency exchange rates;

     o    changes in a specific  country's  or  region's  political  or economic
          conditions;

     o    trade protection measures and import or export licensing requirements;

     o    potentially negative consequences from changes in tax laws;

     o    difficulty in managing widespread sales and manufacturing operations;

     o    acts of war, terrorism, or political unrest; and

     o    less effective protection of intellectual property.

If any of these risks become reality,  we would most likely experience  business
difficulties that would negatively affect our results of operations.

                  RISKS RELATING TO OWNERSHIP LSI COMMON STOCK

THERE IS A LIMITED  TRADING  MARKET FOR LSI'S COMMON STOCK,  THEREBY  LIMITING A
SHAREHOLDERS' OPPORTUNITY TO SELL SUCH COMMON STOCK.

Currently,  only a limited  trading  market exists for LSI's common  stock.  The
common stock trades on the Over The Counter QB Market  (OTCQB)  under the symbol
"LATI." The OTCQB is a limited  market and subject to  substantial  restrictions
and limitations in comparison to the NASDAQ system. Any broker/dealer that makes
a market in the  Company's  stock or other  person  that buys or sells LSI stock
could have a significant  influence over its price at any given time. LSI cannot
assure its  shareholders  that a greater  market for LSI's  common stock will be
sustained.  There is no assurance  that LSI's common stock will have any greater
liquidity than shares that do not trade on a public market. A shareholder may be
required to retain their shares for an indefinite period of time, and may not be
able to  liquidate  their  shares in the event of an  emergency or for any other
reasons.

THE REGULATION OF PENNY STOCKS BY SEC AND FINRA MAY  DISCOURAGE THE  TRADABILITY
OF OUR SECURITIES.

We are a "penny  stock"  company.  Our  securities  currently  trade on the Pink
Sheets market and are subject to a Securities and Exchange  Commission rule that

                                      -15-
<PAGE>

imposes special sales practice  requirements upon  broker-dealers  who sell such
securities to persons other than established  customers or accredited investors.
For purposes of the rule, the phrase  "accredited  investors"  means, in general
terms, institutions with assets in excess of $5,000,000, or individuals having a
net worth in excess of  $1,000,000  or  having  an annual  income  that  exceeds
$200,000 (or that, when combined with a spouse's income, exceeds $300,000).  For
transactions  covered  by the  rule,  the  broker-dealer  must  make  a  special
suitability  determination for the purchaser and receive the purchaser's written
agreement to the transaction  prior to the sale.  Effectively,  this discourages
broker-dealers  from executing  trades in penny stocks.  Consequently,  the rule
will affect the ability of purchasers in this offering to sell their  securities
in any  market  that might  develop  therefore  because  it  imposes  additional
regulatory burdens on penny stock transactions.

In addition,  the  Securities  and Exchange  Commission  has adopted a number of
rules to regulate "penny stocks". Such rules include Rules 3a51-1, 15g-1, 15g-2,
15g-3,  15g-4,  15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange
Act of 1934, as amended. Because our securities constitute "penny stocks" within
the meaning of the rules, the rules would apply to us and to our securities. The
rules will further affect the ability of owners of shares to sell our securities
in any  market  that  might  develop  for them  because  it  imposes  additional
regulatory burdens on penny stock transactions.

Shareholders  should  be  aware  that,  according  to  Securities  and  Exchange
Commission,  the  market  for penny  stocks has  suffered  in recent  years from
patterns of fraud and abuse. Such patterns include (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  differentials  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  consequent  shareholder  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.

THE COMPANY WILL PAY NO FORESEEABLE DIVIDENDS IN THE FUTURE.

LSI has not paid dividends on its common stock and do not ever anticipate paying
such dividends in the foreseeable future.

RULE 144 SALES IN THE FUTURE MAY HAVE A DEPRESSIVE EFFECT ON LSI STOCK PRICE.

A portion  of the  outstanding  shares of common  stock are held by LSI  present
officers,  directors,  and affiliate  stockholders  as  "restricted  securities"
within the meaning of Rule 144 under the Securities Act of 1933, as amended.  As
restricted  Shares,  these  shares may be resold only  pursuant to an  effective
registration statement or under the requirements of Rule 144 or other applicable
exemptions  from  registration  under the Act and as required  under  applicable
state  securities  laws. Rule 144 provides in essence that a person who has held
restricted  securities for six months may, under certain conditions,  sell every
three months, in brokerage transactions, a number of shares that does not exceed
the  greater of 1.0% of a  company's  outstanding  common  stock or the  average
weekly trading volume during the four calendar weeks prior to the sale. There is
no  limit  on  the  amount  of  restricted  securities  that  may be  sold  by a
non-affiliate after the owner has held the restricted securities for a period of
two years.  A sale under Rule 144 or under any other  exemption from the Act, if
available,  or pursuant to subsequent  registration of shares of common stock of
present stockholders,  may have a depressive effect upon the price of the common
stock in any market that may develop.

LSI INVESTORS MAY SUFFER FUTURE  DILUTION DUE TO ISSUANCES OF SHARES FOR VARIOUS
CONSIDERATIONS IN THE FUTURE.

There may be  substantial  dilution  to LSI  shareholders  as a result of future
decisions of the Board to issue shares  without  shareholder  approval for cash,
services, or acquisitions.

                                      -16-
<PAGE>

LSI STOCK WILL IN ALL  LIKELIHOOD  BE THINLY  TRADED AND AS A RESULT AN INVESTOR
MAY BE UNABLE TO SELL AT OR NEAR ASK PRICES OR AT ALL IF THE  INVESTOR  NEEDS TO
LIQUIDATE SHARES.

The shares of LSI's common stock is thinly-traded in the OTCQB, meaning that the
number of persons  interested  in  purchasing  LSI common  shares at or near ask
prices at any given time may be relatively small or non-existent. This situation
is attributable  to a number of factors,  including the fact that LSI is a small
company  which  is  relatively   unknown  to  stock  analysts,   stock  brokers,
institutional  investors and others in the investment community that generate or
influence  sales  volume,  and that  even if LSI came to the  attention  of such
persons,  they  tend to be  risk-averse  and  would be  reluctant  to  follow an
unproven,  early stage company such as LSI or purchase or recommend the purchase
of any of LSI's  securities  until such time as LSI becomes  more  seasoned  and
viable.  As a  consequence,  there may be periods  of several  days or more when
trading activity in LSI securities is minimal or non-existent,  as compared to a
seasoned  issuer which has a large and steady  volume of trading  activity  that
will generally support  continuous sales without an adverse effect on securities
price.  LSI cannot give you any  assurance  that a broader or more active public
trading market for LSI common  securities will develop or be sustained,  or that
any trading  levels will be  sustained.  Due to these  conditions,  LSI can give
investors  no  assurance  that they will be able to sell their shares at or near
ask  prices  or at all if the  investor  needs  money or  otherwise  desires  to
liquidate the securities of LSI.

TRADING IN OUR SHARES IN THE PUBLIC MARKET WILL MOST LIKELY BE VOLATILE  BECAUSE
OF FACTORS BEYOND OUR CONTROL.

There can be no  assurance  that our shares  will  continue  to be quoted on the
OTCQB or that they will be accepted  for trading on another  recognized  trading
market,  or that if they are,  there  will be an active  trading  market for the
shares.  Accordingly,  it could be difficult  for holders of our common stock to
liquidate their shares.

The  market  price  of  our  common  stock  could  be  subject  to   significant
fluctuations  and the market  price  could be  subject  to any of the  following
factors:

     o    our failure to achieve and maintain profitability;

     o    changes  in  earnings  estimates  and   recommendations  by  financial
          analysts;

     o    actual or  anticipated  variations in our quarterly and annual results
          of operations;

     o    changes in market valuations of similar companies;

     o    announcements by us or our competitors of significant  contracts,  new
          services,  acquisitions,  commercial relationships,  joint ventures or
          capital commitments;

     o    loss of significant clients or customers;

     o    loss of significant strategic relationships; and

     o    general market, political and economic conditions.

In the past,  following  periods of extreme  volatility in the market price of a
company's  securities,   securities  class  action  litigation  has  often  been
instituted.   A  securities  class  action  suit  against  us  could  result  in
substantial  costs and divert our management's  time and attention,  which would
otherwise be used to benefit our business.

ITEM 1B. UNRESOLVED STAFF COMMENTS
----------------------------------

Not Applicable.



                                      -17-
<PAGE>

ITEM 2.  PROPERTIES
-------------------

Our executive offices are located at 190 NW Spanish River Blvd., Suite 101, Boca
Raton,  Florida  33431  and the  telephone  number  is  (561)  417-0644  and the
facsimile number is (561) 417-0560. We pay a monthly charge of $5,500 to use the
office  space for our  operations.  The lease has a term of 5 years.  This space
also includes our corporate  headquarters  for Latitude Clean Tech Group,  Inc.,
Trinity Solutions, Inc. and Latitude Energy Services, LLC.

During the year ended December 31, 2010, the Company  completed  construction of
its water plant with a capacity to treat 200 gallons per minute. The water plant
is located at our manufacturing facility located in Colorado Springs, Colorado.

GPSLATITUDE

Latitude Clean Tech Group, Inc. operates a lab out of Boca Raton,  Florida,  out
of a warehouse  building  that  occupies  over 3,000 square feet.  This space is
rented  under a lease  agreement  for a period of 1 year and an  annual  rent of
$12,000

GpsLatitude is headquartered in Montreal,  Canada and is operating in a facility
that is in the city of Montreal,  Borough of St. Laurent, Province of Quebec. We
recently  entered  into a lease  agreement  that  provides  5,000 square feet of
office, production and laboratory space being part of the building. The lease is
for a  period  of 10  years.  As part of the  lease  agreement,  we pay  $60,000
annually in rent.

Latitude  Solutions,  Inc. entered into a lease providing space for a laboratory
in  Colorado  Springs,  Colorado.  The term of the  lease is for 5 years and the
first year's obligation in rent is $18,400.


ITEM 3.  LEGAL PROCEEDINGS
--------------------------

LSI anticipates  that it (including any future  subsidiaries)  will from time to
time  become  subject to claims and legal  proceedings  arising in the  ordinary
course of  business.  It is not  feasible  to  predict  the  outcome of any such
proceedings and LSI cannot assure that their ultimate  disposition will not have
a materially adverse effect on LSI's business,  financial condition,  cash flows
or results of  operations.  As of the filing of this document we are not a party
to any pending legal  proceedings,  nor are we aware of any civil  proceeding or
government authority contemplating any legal proceeding.


ITEM 4.  (REMOVED AND RESERVED)
-------------------------------








                  (REMAINDER OF PAGE LEFT BLANK INTENTIONALLY)

                                      -18-
<PAGE>

                                     PART II


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

MARKET INFORMATION

There is a limited  public  trading  market for the common stock.  The Company's
symbol is "LATI" on the OTCQB.

                                     HIGH                    LOW
QUARTER ENDED:
December 31, 2010                    $3.50                   $2.50
September 30, 2010                   $4.50                   $3.50
June 30, 2010                        $4.00                   $3.00
March 31, 2010                       $3.00                   $2.00

                                     HIGH                    LOW
QUARTER ENDED:
December 31, 2009                    $2.50                   $1.25
September 30, 2009                   $5.3793                 $1.00
June 30, 2009                        $5.7991                 $0.2320
March 31, 2009                       $5.7991                 $5.7991

HOLDERS

As of December 31, 2010, we had  approximately 277 shareholders of record of our
common stock.

DIVIDENDS

As of  the  filing  of  this  document,  we  have  not  paid  any  dividends  to
shareholders.  There are no  restrictions  which  would limit our ability to pay
dividends on common equity or that are likely to do so in the future. The Nevada
Revised Statutes,  however, do prohibit us from declaring dividends where, after
giving effect to the  distribution of the dividend;  we would not be able to pay
our debts as they  become  due in the usual  course  of  business;  or our total
assets would be less than the sum of the total  liabilities plus the amount that
would be needed to satisfy  the  rights of  shareholders  who have  preferential
rights superior to those receiving the distribution.









                  (REMAINDER OF PAGE LEFT BLANK INTENTIONALLY)











                                      -19-
<PAGE>

RECENT SALES OF UNREGISTERED SECURITIES

We have sold  securities  within  the past two  years  without  registering  the
securities under the Securities Act of 1933 as shown in the following tables:

<TABLE>
<CAPTION>
SHARES ISSUED FOR PRIVATE OFFERING

                                                                            NUMBER OF        SALES PRICE
    DATE OF                                                                   SHARES           (VALUE)              NATURE OF
   ISSUANCE                                NAME                               ISSUED         TRANSACTION           TRANSACTION
---------------- -- ---------------------------------------------------- -- ----------- -- ---------------- -- --------------------
<S>                 <C>                                                     <C>            <C>                 <C>
6/10/2009           Blasland & Associates, LLC                                     431               $0.20     Private Offering
6/10/2009           Donald P. Blasland                                           3,233               $0.20     Private Offering
6/10/2009           Robert M. Blasland                                             431               $0.20     Private Offering
6/10/2009           Kenneth Paul Blizzard & Amy Carol Blizzard                   2,156               $0.20     Private Offering
6/10/2009           James W. Bohlig                                                431               $0.20     Private Offering
6/10/2009           Brent Dooley                                                 1,078               $0.20     Private Offering
6/10/2009           Mark R. George                                               5,389               $0.20     Private Offering
6/10/2009           Mark R. George                                               5,389               $0.20     Private Offering
6/10/2009           Bruce J. Holtzman                                            5,389               $0.20     Private Offering
6/10/2009           Bruce J. Holtzman                                            2,156               $0.20     Private Offering
6/10/2009           Eugene P. Hunt and Patricia J. Hunt, JTWROS                  9,754               $0.20     Private Offering
6/10/2009           Eugene P. Hunt and Patricia J. Hunt, JTWROS                 16,167               $0.20     Private Offering
6/10/2009           William M. Kimbrough, Trustee William M Kimbrough
                    Rev. Living Trust U/A 8/6/1993                               1,078               $0.20     Private Offering
6/10/2009           Lori J. Kirman                                               2,156               $0.20     Private Offering
6/10/2009           Rick L. Kremer and Kathleen Kremer JTWROS                    4,311               $0.20     Private Offering
6/10/2009           Richard L. Lehman                                              647               $0.20     Private Offering
6/10/2009           Dr. Nigel A. Lewis and Mrs. Lorna E. Lewis                     862               $0.20     Private Offering
6/10/2009           Michael Martin                                               2,156               $0.20     Private Offering
6/10/2009           Saturday Holdings, Inc.                                      5,389               $0.20     Private Offering
6/10/2009           Joseph R. Nicolosi                                           4,311               $0.20     Private Offering
6/10/2009           Mario Saccente                                                 431               $0.20     Private Offering
6/10/2009           Edward F. Saroney, III                                       2,695               $0.20     Private Offering
6/10/2009           Donald Vanderbrook                                           1,078               $0.20     Private Offering
6/10/2009           Larry Vozzo                                                    862               $0.20     Private Offering
6/10/2009           Vroman Family Investments, LLC                                 431               $0.20     Private Offering

                                                                            -----------
                    TOTAL PRIVATE OFFERING SHARES                               78,411
                                                                            ===========
</TABLE>










                                      -20-
<PAGE>

EXEMPTION FROM REGISTRATION CLAIMED

Sales and issuances by Company of the unregistered  securities listed above were
made by the Company in reliance upon Rule 506 of Regulation D to the individuals
listed above. All of the individuals and/or entities listed above that purchased
the  unregistered  securities  were all known to the Company and its management,
through  pre-existing   business   relationships,   as  long  standing  business
associates,  friends, and employees.  All purchasers were provided access to all
material  information,  which they requested,  and all information  necessary to
verify such information and were afforded access to management of the Company in
connection with their purchases.  All purchasers of the unregistered  securities
acquired such securities for investment and not with a view toward distribution,
acknowledging  such  intent  to the  Company.  All  certificates  or  agreements
representing  such securities that were issued  contained  restrictive  legends,
prohibiting further transfer of the certificates or agreements representing such
securities,  without such securities  either being first registered or otherwise
exempt from  registration in any further resale or  disposition.  Each purchaser
made written  representation under Rule 506 of Regulation D, including net worth
and  sophistication.  The  Company  required  written  representation  that each
purchaser who was not an accredited investor, either alone or with his purchaser
representative,  had such  knowledge  and  experience  in financial and business
matters  that  he  was  capable  of  evaluating  the  merits  and  risks  of the
prospective  investment,  and the issuer  reasonably  believed (based on written
representations)  immediately  prior to making any sale that the purchaser  came
within this description.

<TABLE>
<CAPTION>
SHARES ISSUED FOR COMPENSATION OR SERVICES

                                                                                     SALES PRICE
                                                            NUMBER OF SHARES           (VALUE)
DATE OF ISSUANCE                    NAME                         ISSUED              TRANSACTION        NATURE OF TRANSACTION
----------------- ----- ------------------------------ -- --------------------- -- ---------------- -- ------------------------
<S>                     <C>                               <C>                      <C>                 <C>
7/27/2009               Mark Kalmbach                                  250,000               $0.20     Compensation
7/27/2009               Gene Hunt                                      150,000               $0.20     Consulting Services
7/27/2009               Barry Zeiger                                     6,500               $0.20     Consulting Services
7/30/2009         (1)   Kenneth Koock                                   50,000               $0.20     Consulting Services
10/13/2009              Evan Dooley                                     10,000               $0.20     Consulting Services
10/13/2009              Robert Bouvette                                 10,000               $0.20     Consulting Services
10/13/2009              Alvin Laroque                                   50,000               $0.20     Consulting Services
11/19/2009              Blue Future, Inc.                               25,000               $0.20     Consulting Services
11/19/2009              Nathalie St. Pierre                             10,000               $0.20     Consulting Services
11/19/2009              Wakabayashi                                    200,000               $0.20     Consulting Services
12/30/2009              Frank Bendetto                                  25,000               $0.20     Consulting Services
1/5/2010                Robert Benko                                    25,000               $0.20     Consulting Services
2/2/2010                Peter Ochinko                                   25,000               $0.20     Consulting Services
2/19/2010               Robert Benko                                    20,000               $0.20     Consulting Services
3/22/2010               MD Associates                                  200,000               $0.20     Consulting Services
3/22/2010         (1)   Kenneth Koock                                   50,000               $0.20     Consulting Services
4/19/2010               Barry Zeiger                                     8,100               $0.20     Consulting Services
4/22/2010               Brent Dooley                                     2,700               $0.20     Consulting Services
4/26/2010               Kurt Hankins & Lynette Hankins, JTWROS           7,000               $0.20     Consulting Services
4/26/2010               Clint Young                                      5,000               $0.20     Consulting Services
4/26/2010               Richard C Murphy and Julie L Murphy             20,000               $0.20     Consulting Services
4/26/2010               Lanny Thacker                                    5,000               $0.20     Consulting Services
4/26/2010               Chris Riggio                                    20,000               $0.20     Consulting Services
4/26/2010               Gary Bolhuis and Denise E Bolhuis               42,600               $0.20     Consulting Services
4/26/2010               Jerry Christopherson                            10,000               $0.20     Consulting Services
4/26/2010               Neal Spear                                      10,000               $0.20     Consulting Services
4/26/2010               Richard A Impens and Anna M Impens              25,000               $0.20     Consulting Services




                                      -21-
<PAGE>
                                                                                     SALES PRICE
                                                            NUMBER OF SHARES           (VALUE)
DATE OF ISSUANCE                    NAME                         ISSUED              TRANSACTION        NATURE OF TRANSACTION
----------------- ----- ------------------------------ -- --------------------- -- ---------------- -- ------------------------

4/26/2010               Jerry Juhlin and Fran Juhlin                     5,000               $0.20     Consulting Services
4/26/2010               Russell Spear and Rose Spear                    10,000               $0.20     Consulting Services
4/26/2010               Don Pottoff and Jane Pottoff                    10,000               $0.20     Consulting Services
4/26/2010               Shawn Kierscht and Marie Louise Kierscht        15,000               $0.20     Consulting Services
4/26/2010               Bob Cornell Construction                        24,500               $0.20     Consulting Services
4/26/2010               Tim Meisner                                     78,000               $0.20     Consulting Services
4/26/2010               Tim Meisner                                     38,100               $0.20     Consulting Services
4/26/2010               Scott Riley                                     14,000               $0.20     Consulting Services
4/26/2010               Mark Spear and Mindi Spear                       5,000               $0.20     Consulting Services
4/26/2010               Kurt Hankins and Lynette Hankins                27,500               $0.20     Consulting Services
4/26/2010               Terry O'Kane and Peggy O'Kane                    1,000               $0.20     Consulting Services
4/26/2010               Torsten Arnold                                   5,882               $0.20     Consulting Services
8/23/2010               Buzzbahn                                       100,000               $0.20     Consulting Services
8/23/2010               Robert Carter                                  200,000               $0.20     Consulting Services
8/23/2010               Benko                                           55,000               $0.20     Consulting Services
8/23/2010         (1)   Koock                                          200,000               $0.20     Consulting Services
8/23/2010               Conrad Rodgers                                  35,000               $0.20     Consulting Services
8/23/2010               William Pritchard                               35,000               $0.20     Consulting Services
8/23/2010               John Lee                                        35,000               $0.20     Consulting Services
8/23/2010               Jerry Smith                                     35,000               $0.20     Consulting Services
8/31/2010               Brent Dooley                                    40,000               $0.20     Consulting Services
10/21/2010              Illia Petkov                                    50,000               $0.20     Consulting Services
10/26/2010              Brent Dooley                                    18,500               $0.20     Consulting Services
12/2/2010               Peaches Giunter Blank                          125,000               $0.20     Consulting Services
                                                                 --------------
                        TOTAL CONSULTING SERVICES SHARES             2,424,382
                                                                 ==============
</TABLE>

MATERIAL RELATIONSHIPS
 (1) Director

EXEMPTION FROM REGISTRATION CLAIMED

All of the sales by Company of the unregistered  securities  listed  immediately
above were made by the Company in reliance  upon Section 4(2) of the Act. All of
the individuals  and/or  entities  listed above that purchased the  unregistered
securities  were  all  known  to  the  Company  and  its   management,   through
pre-existing  business  relationships,  as long  standing  business  associates,
friends,  and  employees.  All purchasers  were provided  access to all material
information,  which they requested, and all information necessary to verify such
information  and were afforded access to management of the Company in connection
with their  purchases.  All purchasers of the unregistered  securities  acquired
such  securities  for  investment  and  not  with  a view  toward  distribution,
acknowledging  such  intent  to the  Company.  All  certificates  or  agreements
representing  such securities that were issued  contained  restrictive  legends,
prohibiting further transfer of the certificates or agreements representing such
securities,  without such securities  either being first registered or otherwise
exempt from registration in any further resale or disposition.


                                      -22-
<PAGE>

<TABLE>
<CAPTION>
SHARES ISSUED FOR THE MERGER

                                                                                                SALES PRICE
                                                                               NUMBER OF          (VALUE)            NATURE OF
    DATE OF ISSUANCE                            NAME                         SHARES ISSUED      TRANSACTION         TRANSACTION
------------------------- ---- ---------------------------------------- ---- -------------- -- --------------- --- ---------------
<S>                            <C>                                           <C>               <C>                 <C>
7/31/2009                      Blasland & Associates, LLC                            4,569              $0.21      Merger
7/31/2009                      Donald P. Blasland                                   34,267              $0.21      Merger
7/31/2009                      Robert M. Blasland                                    4,569              $0.21      Merger
7/31/2009                      Kenneth Paul Blizzard & Amy Carol
                               Blizzard                                             22,845              $0.21      Merger
7/31/2009                      James W. Bohlig                                       4,569              $0.21      Merger
7/31/2009                      Brent Dooley                                         11,422              $0.21      Merger
7/31/2009                      Mark R. George                                       57,111              $0.21      Merger
7/31/2009                      Mark R. George                                       57,111              $0.21      Merger
7/31/2009                      Bruce J. Holtzman                                    57,111              $0.21      Merger
7/31/2009                      Bruce J. Holtzman                                    22,845              $0.21      Merger
7/31/2009                      Eugene P. Hunt and Patricia J. Hunt,
                               JTWROS                                              103,372              $0.21      Merger
7/31/2009                      Eugene P. Hunt and Patricia J. Hunt,
                               JTWROS                                              171,334              $0.21      Merger
7/31/2009                      William M. Kimbrough, Trustee William
                               M Kimbrough Rev. Living Trust U/A
                               8/6/1993                                             11,422              $0.21      Merger
7/31/2009                      Lori J. Kirman                                       22,845              $0.21      Merger
7/31/2009                      Rick L. Kremer and Kathleen Kremer
                               JTWROS                                               45,689              $0.21      Merger
7/31/2009                      Richard L. Lehman                                     6,853              $0.21      Merger
7/31/2009                      Dr. Nigel A. Lewis and Mrs. Lorna E.
                               Lewis                                                 9,138              $0.21      Merger
7/31/2009                      Michael Martin                                       22,845              $0.21      Merger
7/31/2009                      Saturday Holdings, Inc.                              57,111              $0.21      Merger
7/31/2009                      Joseph R. Nicolosi                                   45,689              $0.21      Merger
7/31/2009                      Mario Saccente                                        4,569              $0.21      Merger
7/31/2009                      Edward F. Saroney, III                               28,556              $0.21      Merger
7/31/2009                      Donald Vanderbrook                                   11,422              $0.21      Merger
7/31/2009                      Larry Vozzo                                           9,138              $0.21      Merger
7/31/2009                      Vroman Family Investments, LLC                        4,569              $0.21      Merger
7/31/2009                      Edward F. Cowle                                   1,564,315              $0.21      Merger
7/31/2009                      H. Deworth Williams                               1,368,958              $0.21      Merger
7/31/2009                      Geoff Williams                                      827,501              $0.21      Merger
7/31/2009                      Leonard E. Neilson                                  160,000              $0.21      Merger
7/31/2009                 (1)  Hawk Management Group, Inc.                       1,283,333              $0.21      Merger
7/31/2009                      Victor Cordell                                      958,333              $0.21      Merger
7/31/2009                      Caleb V. Cordell                                     50,000              $0.21      Merger
7/31/2009                      Samuel V. Cordell                                    50,000              $0.21      Merger
7/31/2009                      Jennifer K. DiSenso                                  50,000              $0.21      Merger
7/31/2009                      Joshua V. Cordell                                    50,000              $0.21      Merger
7/31/2009                      Daniel V. Cordell                                    50,000              $0.21      Merger
7/31/2009                      David Skinner                                        25,000              $0.21      Merger
7/31/2009                      Mark Kalmbach                                        50,000              $0.21      Merger
7/31/2009                 (2)  Warren Blasland.                                  1,230,333              $0.21      Merger
7/31/2009                      Brian Blasland                                       50,000              $0.21      Merger


                                      -23-
<PAGE>
                                                                                                SALES PRICE
                                                                               NUMBER OF          (VALUE)            NATURE OF
    DATE OF ISSUANCE                            NAME                         SHARES ISSUED      TRANSACTION         TRANSACTION
------------------------- ---- ---------------------------------------- ---- -------------- -- --------------- --- ---------------

7/31/2009                      Bonnie Montgomery Wagner                              1,000              $0.21      Merger
7/31/2009                      Catherine Pettygrove                                  1,000              $0.21      Merger
7/31/2009                      Tonya Moore                                           1,000              $0.21      Merger
7/31/2009                 (3)  Jan Rowinski                                      1,283,334              $0.21      Merger
7/31/2009                      Harvey Klebanoff                                  2,023,960              $0.21      Merger
7/31/2009                      Helen Klebanoff                                   2,023,960              $0.21      Merger
7/31/2009                      William Kimbrough                                    10,000              $0.21      Merger
7/31/2009                      Mark George                                          50,000              $0.21      Merger
7/31/2009                      Marc Clair                                           50,000              $0.21      Merger
7/31/2009                      Robert Clair                                         25,000              $0.21      Merger
7/31/2009                      Robert Carter                                        50,000              $0.21      Merger
7/31/2009                      Julie Bloch C/F Lexie Bloch UGMA Florida             50,000              $0.21      Merger
7/31/2009                      Leonard Block and Julie Bloch                       200,000              $0.21      Merger
7/31/2009                      Randi Kant                                          200,000              $0.21      Merger
7/31/2009                      Gene Hunt                                            50,000              $0.21      Merger
7/31/2009                      Eric Clair                                            5,000              $0.21      Merger
7/31/2009                      Adam Clair                                            2,000              $0.21      Merger
                                                                             --------------
                               TOTAL MERGER SHARES                              14,624,998
                                                                             ==============
</TABLE>

MATERIAL RELATIONSHIPS

     (1)  Beneficially  Matthew J.  Cohen,  Chief  Operating  Officer  and Chief
          Financial Officer,  Latitude Solutions,  Inc. / Hawk Management Group,
          Inc.

     (2)  Chief Executive Officer, Latitude Clean Tech Group, Inc. and Executive
          Vice President and Director of Latitude Solutions, Inc.

     (3)  Chief  Executive  Officer of GpsLatitude  and Executive Vice President
          and Director of Latitude Solutions, Inc.

EXEMPTION FROM REGISTRATION CLAIMED

All of the sales by Company of the unregistered  securities  listed  immediately
above were made by the Company in reliance  upon Section 4(2) of the Act. All of
the individuals  and/or  entities  listed above that purchased the  unregistered
securities  were  all  known  to  the  Company  and  its   management,   through
pre-existing  business  relationships,  as long  standing  business  associates,
friends,  and  employees.  All purchasers  were provided  access to all material
information,  which they requested, and all information necessary to verify such
information  and were afforded access to management of the Company in connection
with their  purchases.  All purchasers of the unregistered  securities  acquired
such  securities  for  investment  and  not  with  a view  toward  distribution,
acknowledging  such  intent  to the  Company.  All  certificates  or  agreements
representing  such securities that were issued  contained  restrictive  legends,
prohibiting further transfer of the certificates or agreements representing such
securities,  without such securities  either being first registered or otherwise
exempt from registration in any further resale or disposition.


                                      -24-
<PAGE>
<TABLE>
<CAPTION>
SHARES ISSUED PURSUANT TO AGREEMENTS


                                                                NUMBER OF        SALES PRICE
    DATE OF                                                       SHARES           (VALUE)
   ISSUANCE                           NAME                        ISSUED         TRANSACTION             NATURE OF TRANSACTION
---------------- ---- ------------------------------------- -- ------------- -- --------------- -- ---------------------------------
<S>                   <C>                                      <C>              <C>                <C>
   7/27/2009          Solucorp Industries                           500,000              $0.20     License & Purchase Agreement
   8/3/2009      (1)  Jan Rowinski                                1,608,750              $0.20     Stock Purchase Agreement
   8/3/2009           Aladin Gaston                               1,608,750              $0.20     Stock Purchase Agreement
   8/3/2009           Jacques Faguy                                 975,000              $0.20     Stock Purchase Agreement
   8/3/2009           Karen Jones                                    48,750              $0.20     Stock Purchase Agreement
   8/3/2009           Micro Innovation, Inc.                        633,750              $0.20     Stock Purchase Agreement
   3/22/2010     (2)  F & F T  William Gilmore                      600,000              $0.20     Agreement
                                                               -------------
                      TOTAL AGREEMENT SHARES                      5,975,000
                                                               =============
</TABLE>

MATERIAL RELATIONSHIPS

     (1)  President/Chief  Executive  Officer of GpsLatitude  and Executive Vice
          President and Director of Latitude Solutions, Inc.

     (2)  President and Chief  Technology  Officer of Latitude Clean Tech Group,
          Inc.

EXEMPTION FROM REGISTRATION CLAIMED

All of the sales by Company of the unregistered  securities  listed  immediately
above were made by the Company in reliance  upon Section 4(2) of the Act. All of
the individuals  and/or  entities  listed above that purchased the  unregistered
securities  were  all  known  to  the  Company  and  its   management,   through
pre-existing  business  relationships,  as long  standing  business  associates,
friends,  and  employees.  All purchasers  were provided  access to all material
information,  which they requested, and all information necessary to verify such
information  and were afforded access to management of the Company in connection
with their  purchases.  All purchasers of the unregistered  securities  acquired
such  securities  for  investment  and  not  with  a view  toward  distribution,
acknowledging  such  intent  to the  Company.  All  certificates  or  agreements
representing  such securities that were issued  contained  restrictive  legends,
prohibiting further transfer of the certificates or agreements representing such
securities,  without such securities  either being first registered or otherwise
exempt from registration in any further resale or disposition.












                  (REMAINDER OF PAGE LEFT BLANK INTENTIONALLY)









                                      -25-
<PAGE>
<TABLE>
<CAPTION>
SHARES ISSUED ON CONVERSION OF PROMISSORY NOTES IN 2009

                                                                          NUMBER OF         SALES PRICE
                                                                            SHARES            (VALUE)            NATURE OF
    DATE OF ISSUANCE                          NAME                          ISSUED          TRANSACTION         TRANSACTION
------------------------- - ----------------------------------------- -- ------------- -- ---------------- -- ----------------
<S>                         <C>                                          <C>              <C>                 <C>
11/6/2009                   Cathy E. Bell  and Roger L. Bell, JT               25,000               $0.20     Notes
11/6/2009                   Cathy E. Bell  and Roger L. Bell, JT               25,000               $0.20     Notes
                            Andrew Zebulon Besch or Katie Elizabeth
11/6/2009                   Besch, JT                                          10,000               $0.20     Notes
11/6/2009                   Donald P. Blasland                                 10,000               $0.20     Notes
11/6/2009                   Dennis Bollig and Darlene Bollig JTWROS           100,000               $0.20     Notes
11/6/2009                   John D. Brown                                      10,000               $0.20     Notes
11/6/2009                   John D. Brown                                      10,000               $0.20     Notes
11/6/2009                   Steven Chan                                         5,000               $0.20     Notes
11/6/2009                   Wayne A. Clegg                                     20,000               $0.20     Notes
11/6/2009                   Gilbert Dickson                                    25,000               $0.20     Notes
11/6/2009                   Jeremy Dickson                                     25,000               $0.20     Notes
11/6/2009                   Philip Dooley and Dana Dooley, JTWROS              10,000               $0.20     Notes
                            Douglas Neil Ferris and/or Maxine
11/6/2009                   Ferris, JTWROS                                     15,261               $0.20     Notes
11/6/2009                   David Flick & Shirley Flick, JTWROS                10,000               $0.20     Notes
                            Rick Fuerstenau and Marci Fuerstenau,
11/6/2009                   JTWROS                                             18,000               $0.20     Notes
11/6/2009                   Mark R. George                                     20,000               $0.20     Notes
11/6/2009                   Kurt Hankins & Lynette Hankins, JTWROS              7,500               $0.20     Notes
11/6/2009                   Dennis Holden                                       5,000               $0.20     Notes
11/6/2009                   Bruce J. Holtzman                                  10,000               $0.20     Notes
11/6/2009                   Duane E. Hunt & Lynda B. Hunt, JT                   5,000               $0.20     Notes
11/6/2009                   Eugene Hunt and Patricia Hunt, JT                  20,000               $0.20     Notes
11/6/2009                   Eugene Hunt and Patricia Hunt, JT                  51,500               $0.20     Notes
11/6/2009                   Eugene Hunt and Patricia Hunt, JT                   9,500               $0.20     Notes
11/6/2009                   Eugene Hunt and Patricia Hunt, JT                   2,000               $0.20     Notes
11/6/2009                   Michael Martin                                     10,000               $0.20     Notes
11/6/2009                   Jelt, LLC                                          15,000               $0.20     Notes
11/6/2009                   Terry O'Kane & Peggy O'Kane, JTWROS                 7,500               $0.20     Notes
11/6/2009                   John Charles Reding                                 5,000               $0.20     Notes





                                      -26-
<PAGE>

                                                                          NUMBER OF         SALES PRICE
                                                                            SHARES            (VALUE)            NATURE OF
    DATE OF ISSUANCE                          NAME                          ISSUED          TRANSACTION         TRANSACTION
------------------------- - ----------------------------------------- -- ------------- -- ---------------- -- ----------------
11/6/2009                    Charles James Reding or Lori Ann                  10,000               $0.20      Notes
                             Reding, JT
11/6/2009                    John Charles Reding                               10,000               $0.20      Notes
11/6/2009                    Keith Rhodes                                      10,000               $0.20      Notes
11/6/2009                    Lynda C. Schwartz                                  5,000               $0.20      Notes
11/6/2009                    James S. Shaver & Ann M. Shaver, JTWROS           10,000               $0.20      Notes
                             Lanny Thacker & Virginia Thacker,
11/6/2009                    JTWROS                                            15,000               $0.20      Notes
11/6/2009                    Mary Anne Toohey                                  10,000               $0.20      Notes
11/6/2009                    Stephen F. Walker                                 20,000               $0.20      Notes
11/6/2009                    Lance Warren                                      10,000               $0.20      Notes
11/6/2009                    Wes Werbury                                       10,000               $0.20      Notes
11/6/2009                    Edward B. Wolf                                     5,000               $0.20      Notes
                                                                         -------------
                             TOTAL NOTE SHARES                                601,261
                                                                         =============
</TABLE>


EXEMPTION FROM REGISTRATION CLAIMED

Sales and issuances by Company of the unregistered  securities listed above were
made by the Company in reliance upon Rule 506 of Regulation D to the individuals
listed above. All of the individuals and/or entities listed above that purchased
the  unregistered  securities  were all known to the Company and its management,
through  pre-existing   business   relationships,   as  long  standing  business
associates,  friends, and employees.  All purchasers were provided access to all
material  information,  which they requested,  and all information  necessary to
verify such information and were afforded access to management of the Company in
connection with their purchases.  All purchasers of the unregistered  securities
acquired such securities for investment and not with a view toward distribution,
acknowledging  such  intent  to the  Company.  All  certificates  or  agreements
representing  such securities that were issued  contained  restrictive  legends,
prohibiting further transfer of the certificates or agreements representing such
securities,  without such securities  either being first registered or otherwise
exempt from  registration in any further resale or  disposition.  Each purchaser
made written  representation under Rule 506 of Regulation D, including net worth
and  sophistication.  The  Company  required  written  representation  that each
purchaser who was not an accredited investor, either alone or with his purchaser
representative,  had such  knowledge  and  experience  in financial and business
matters  that  he  was  capable  of  evaluating  the  merits  and  risks  of the
prospective  investment,  and the issuer  reasonably  believed (based on written
representations)  immediately  prior to making any sale that the purchaser  came
within this description.

SHARES ISSUED ON CONVERSION OF PROMISSORY NOTES IN 2010

During the year ended  December 31, 2009 and during the year ended  December 31,
2010, the Company  issued  convertible  notes payable  amounting to $825,811 and
$2,788,011, respectively. These convertible notes mature at various times within
six months  from date of  issuance,  have an  interest  rate of 7% and include a
beneficial  conversion feature which allows the holder to convert the notes into
common stock and warrants at a conversion  price of $1.00 per share. The holders
of the notes have converted the notes into shares of restricted common stock and
warrants beginning in April 2010.

                                      -27-
<PAGE>
<TABLE>
<CAPTION>

                                                                          NUMBER OF         SALES PRICE
    DATE OF                                                                SHARES             (VALUE)
   ISSUANCE                              NAME                              ISSUED           TRANSACTION        NATURE OF TRANSACTION
---------------- -- ----------------------------------------------- ---- ------------ --- ---------------- -- ----------------------
<S>                 <C>                                                  <C>              <C>                 <C>
4/23/2010           David Flick & Shirley Flick, JTWROS                       10,583                $1.00     Conversion Shares
4/23/2010           Rick Fuerstenau and Marci Fuerstenau, JTWROS              19,050                $1.00     Conversion Shares
4/23/2010           Mark R. George                                            21,283                $1.00     Conversion Shares
4/23/2010           Kurt Hankins & Lynette Hankins, JTWROS                     7,981                $1.00     Conversion Shares
4/23/2010           Dennis Holden                                              5,204                $1.00     Conversion Shares
4/23/2010           Eugene Hunt and Patricia Hunt, JT                         21,400                $1.00     Conversion Shares
4/23/2010           Eugene Hunt and Patricia Hunt, JT                         55,105                $1.00     Conversion Shares
4/23/2010           Eugene Hunt and Patricia Hunt, JT                         10,165                $1.00     Conversion Shares
4/23/2010           Eugene Hunt and Patricia Hunt, JT                          2,128                $1.00     Conversion Shares
4/23/2010           Jelt, LLC                                                 15,788                $1.00     Conversion Shares
4/23/2010           Terry O'Kane & Peggy O'Kane, JTWROS                        7,938                $1.00     Conversion Shares
4/23/2010           Lanny Thacker & Virginia Thacker, JTWROS                  15,875                $1.00     Conversion Shares
4/23/2010           Stephen F. Walker                                         20,816                $1.00     Conversion Shares
4/23/2010           Lance Warren                                              10,408                $1.00     Conversion Shares
8/17/2010           John Charles Reding                                        5,408                $1.00     Conversion Shares
8/17/2010           Cathy E. Bell  and Roger L. Bell, JT                      26,750                $1.00     Conversion Shares
8/17/2010           Duane E.  Hunt & Lynda B. Hunt, JT                         5,379                $1.00     Conversion Shares
8/17/2010           Wayne A. Clegg                                            21,400                $1.00     Conversion Shares
8/17/2010           Edward B. Wolf                                             5,350                $1.00     Conversion Shares
8/17/2010           Dennis Bollig and Darlene Bollig JTWROS                  106,417                $1.00     Conversion Shares
8/17/2010           Andrew Zebulon Besch or Katie Elizabeth
                    Besch, JTWROS                                             10,642                $1.00     Conversion Shares
8/17/2010           Charles James Reding or Lori Ann Reding,
                    JTWROS                                                    10,642                $1.00     Conversion Shares
8/17/2010           John Charles Reding                                       10,642                $1.00     Conversion Shares
8/17/2010           Bruce J. Holtzman                                         10,642                $1.00     Conversion Shares
8/17/2010           Lynda C. Schwartz                                          5,321                $1.00     Conversion Shares
8/17/2010           Philip Dooley and Dana Dooley, JTWROS                     10,700                $1.00     Conversion Shares
8/17/2010           Philip Dooley and Dana Dooley, JTWROS                      2,000                $1.00     Conversion Shares
8/17/2010           Mary Anne Toohey                                          10,700                $1.00     Conversion Shares
8/17/2010           Michael Martin                                            10,583                $1.00     Conversion Shares
8/17/2010           Robert Scott Thorp                                        15,700                $1.00     Conversion Shares
8/17/2010           Gilbert Dickson                                           26,167                $1.00     Conversion Shares
8/17/2010           Wes Werbowy                                               10,467                $1.00     Conversion Shares
8/17/2010           Dwayne L. Nyman                                           10,408                $1.00     Conversion Shares
8/17/2010           Michael A. Wagner and Patrice L. Wagner                    5,204                $1.00     Conversion Shares
8/17/2010           Mark A. Klein                                             26,021                $1.00     Conversion Shares
8/17/2010           Randall G. Jorgenson                                      26,458                $1.00     Conversion Shares
8/17/2010           Wayne A. Clegg                                            26,021                $1.00     Conversion Shares
8/17/2010           Gary L. Rochleau or Janice M. Rochleau, JTWROS            10,408                $1.00     Conversion Shares
                    Gregory A. Rochleau or Kelly R. Rochleau,
8/17/2010           JTWROS                                                    10,408                $1.00     Conversion Shares



                                      -28-
<PAGE>
                                                                          NUMBER OF         SALES PRICE
    DATE OF                                                                SHARES             (VALUE)
   ISSUANCE                              NAME                              ISSUED           TRANSACTION        NATURE OF TRANSACTION
---------------- -- ----------------------------------------------- ---- ------------ --- ---------------- -- ----------------------

8/17/2010           Terry O'Kane & Peggy O'Kane, JTWROS                       12,334                $1.00     Conversion Shares
8/17/2010           Calvin Boekelman                                           5,204                $1.00     Conversion Shares
8/17/2010           Joan Widletz                                              15,612                $1.00     Conversion Shares
8/17/2010           Gregory Manning & Georgiana Manning, JT                   10,408                $1.00     Conversion Shares
8/17/2010           Torston K. Arnold                                         10,408                $1.00     Conversion Shares
8/17/2010           Wayne A. Clegg                                            10,408                $1.00     Conversion Shares
8/17/2010           Tami Hankins                                               5,204                $1.00     Conversion Shares
8/17/2010           Eugene Hunt and Patricia Hunt, JT                            729                $1.00     Conversion Shares
8/17/2010           Jelt, LLC                                                  5,204                $1.00     Conversion Shares
8/17/2010           John T. McGuire                                            4,684                $1.00     Conversion Shares
8/17/2010           Mark J. Miller                                            10,408                $1.00     Conversion Shares
8/17/2010           Eric C. Moe                                                7,806                $1.00     Conversion Shares
8/17/2010           Robert Scott Thorp                                        10,408                $1.00     Conversion Shares
8/17/2010           Michael Moe                                               11,449                $1.00     Conversion Shares
8/17/2010           Eugene Hunt and Patricia Hunt, JT                         79,103                $1.00     Conversion Shares
8/17/2010           Scott Riley & Pam Riley, Tenants in Common                10,408                $1.00     Conversion Shares
8/17/2010           Kurt Hankins & Lynette Hankins, JTWROS                    10,408                $1.00     Conversion Shares
8/17/2010           Tri-Square Construction, LLC                              62,450                $1.00     Conversion Shares
8/17/2010           Hunt Rental, LLC                                         208,167                $1.00     Conversion Shares
8/17/2010           Dean Meyer                                                 2,082                $1.00     Conversion Shares
8/17/2010           CareyCo Financial Group, Inc. 401K plan ROTH              11,449                $1.00     Conversion Shares
8/17/2010           Mark Spear & Mindi Spear, JTWROS                          13,010                $1.00     Conversion Shares
8/17/2010           Eugene Hunt and Patricia Hunt, JT                         49,440                $1.00     Conversion Shares
10/13/2010          Albert Clement                                             5,204                $1.00     Conversion Shares
10/13/2010          Mark A. Klein                                             26,021                $1.00     Conversion Shares
10/13/2010          Mark J. Miller                                            31,225                $1.00     Conversion Shares
10/13/2010          Eugene Hunt and Patricia Hunt, JT                         11,813                $1.00     Conversion Shares
10/13/2010          Terry O'Kane & Peggy O'Kane, JTWROS                        9,003                $1.00     Conversion Shares
10/13/2010          Bill Meyer                                                15,613                $1.00     Conversion Shares
10/13/2010          Steve Mueller & Nancy Mueller,  JTWROS                     5,204                $1.00     Conversion Shares
10/13/2010          Jerry Christopherson                                      20,817                $1.00     Conversion Shares
10/13/2010          Paul Trauger                                              15,613                $1.00     Conversion Shares
                    Wiernicki & Senyshyn, P.A. retirement Plan
12/6/2010           and Trust Roth                                            10,467                $1.00     Conversion Shares
12/6/2010           Mark A. Klein                                              2,290                $1.00     Conversion Shares
12/6/2010           Dennis Holden                                              5,204                $1.00     Conversion Shares
12/6/2010           Allied Investment Properties, LLC                         10,408                $1.00     Conversion Shares
12/6/2010           Michael E. Mulliniks                                      10,408                $1.00     Conversion Shares
12/6/2010           Rick Fuerstenau and Marci Fuerstenau, JTWROS               4,163                $1.00     Conversion Shares
12/6/2010           Jackson Kent Grizzard                                     12,490                $1.00     Conversion Shares
12/6/2010           Paul Trauger                                              10,408                $1.00     Conversion Shares
12/6/2010           David Flick & Shirley Flick, JTWROS                        5,204                $1.00     Conversion Shares

                                      -29-
<PAGE>
                                                                          NUMBER OF         SALES PRICE
    DATE OF                                                                SHARES             (VALUE)
   ISSUANCE                              NAME                              ISSUED           TRANSACTION        NATURE OF TRANSACTION
---------------- -- ----------------------------------------------- ---- ------------ --- ---------------- -- ----------------------

12/6/2010           Tim Meisner                                               44,964                $1.00     Conversion Shares
12/6/2010           Robert N. Becker & Mary C. Becker, JTWROS                103,500                $1.00     Conversion Shares
12/6/2010           Jack Colen & Arlen P. Colen, JTWROS                       10,408                $1.00     Conversion Shares
12/6/2010           Tim Meisner                                               75,981                $1.00     Conversion Shares
12/6/2010           Jack Colen & Arlen P. Colen, JTWROS                        5,204                $1.00     Conversion Shares
12/31/2010          Thomas Nedved                                             10,408                $1.00     Conversion Shares
12/31/2010          George Mark                                               21,337                $1.00     Conversion Shares
12/31/2010          Jelt, LLC                                                  7,806                $1.00     Conversion Shares
12/31/2010          Wayne A. Clegg                                             7,806                $1.00     Conversion Shares
12/31/2010          Paul Trauger                                              10,408                $1.00     Conversion Shares
12/31/2010          Tim Meisner                                              168,927                $1.00     Conversion Shares
12/31/2010          Scott J. Richardson                                       26,021                $1.00     Conversion Shares
12/31/2010          Meisner Roofing & Building Maintenance Inc.               85,348                $1.00     Conversion Shares
12/31/2010          Michael Moe                                               14,572                $1.00     Conversion Shares
12/31/2010          Dwayne L. Nyman                                           10,408                $1.00     Conversion Shares
12/31/2010          Mark Spear & Mindi Spear, JTWROS                           5,204                $1.00     Conversion Shares
12/31/2010          George E. Otis                                            10,350                $1.00     Conversion Shares
12/31/2010          Bogomil Banchev                                            5,175                $1.00     Conversion Shares
12/31/2010          Terry O'Kane & Peggy O'Kane, JTWROS                       16,560                $1.00     Conversion Shares
12/31/2010          Stephen F. Walker                                         31,050                $1.00     Conversion Shares
12/31/2010          Steven D. Dass                                             5,175                $1.00     Conversion Shares
12/31/2010          Theodore Sall                                              2,070                $1.00     Conversion Shares
12/31/2010          Douglas L. Wilhelm                                        10,350                $1.00     Conversion Shares
                                                                         ------------
                    TOTAL CONVERSION SHARES
                                                                           2,110,932
                                                                         ============
</TABLE>

EXEMPTION FROM REGISTRATION CLAIMED

Sales and issuances by Company of the unregistered  securities listed above were
made by the Company in reliance upon Rule 506 of Regulation D to the individuals
listed above. All of the individuals and/or entities listed above that purchased
the  unregistered  securities  were all known to the Company and its management,
through  pre-existing   business   relationships,   as  long  standing  business
associates,  friends, and employees.  All purchasers were provided access to all
material  information,  which they requested,  and all information  necessary to
verify such information and were afforded access to management of the Company in
connection with their purchases.  All purchasers of the unregistered  securities
acquired such securities for investment and not with a view toward distribution,
acknowledging  such  intent  to the  Company.  All  certificates  or  agreements
representing  such securities that were issued  contained  restrictive  legends,
prohibiting further transfer of the certificates or agreements representing such
securities,  without such securities  either being first registered or otherwise
exempt from  registration in any further resale or  disposition.  Each purchaser
made written  representation under Rule 506 of Regulation D, including net worth
and  sophistication.  The  Company  required  written  representation  that each
purchaser who was not an accredited investor, either alone or with his purchaser
representative,  had such  knowledge  and  experience  in financial and business
matters  that  he  was  capable  of  evaluating  the  merits  and  risks  of the
prospective  investment,  and the issuer  reasonably  believed (based on written
representations)  immediately  prior to making any sale that the purchaser  came
within this description.

<TABLE>
<CAPTION>
ADDITIONAL SHARES ISSUED WITH CONVERSION OF NOTES

                                                                                                SALES PRICE
                                                                             NUMBER OF            (VALUE)
DATE OF ISSUANCE                          NAME                             SHARES ISSUED        TRANSACTION    NATURE OF TRANSACTION
----------------- -- -------------------------------------------------- -- --------------- -- ------------ -- ----------------------
<S>                  <C>                                                   <C>                <C>             <C>
1/20/2010            Calvin Beokleman                                               5,000           $0.13     Additional Note Shares
1/20/2010            Wayne A. Clegg                                                25,000           $0.13     Additional Note Shares
1/20/2010            Wayne A. Clegg                                                10,000           $0.13     Additional Note Shares
1/20/2010            Albert Clement                                                 5,000           $0.13     Additional Note Shares

                                      -30-
<PAGE>
                                                                                                SALES PRICE
                                                                             NUMBER OF            (VALUE)
DATE OF ISSUANCE                          NAME                             SHARES ISSUED        TRANSACTION    NATURE OF TRANSACTION
----------------- -- -------------------------------------------------- -- --------------- -- ------------ -- ----------------------

1/20/2010            Tami Hankins                                                   5,000           $0.13     Additional Note Shares
1/20/2010            Randall G. Jorgensen                                          25,000           $0.13     Additional Note Shares
1/20/2010            Mark A Klein                                                  25,000           $0.13     Additional Note Shares
1/20/2010            Gregory Manning & Georgiana Manning                           10,000           $0.13     Additional Note Shares
1/20/2010            John T. McGuire                                                4,500           $0.13     Additional Note Shares
1/20/2010            Mark J. Miller                                                10,000           $0.13     Additional Note Shares
1/20/2010            Eric C. Moe                                                    7,500           $0.13     Additional Note Shares
1/20/2010            Jelt, LLC                                                      5,000           $0.13     Additional Note Shares
1/20/2010            Dwayne L. Nyman                                               10,000           $0.13     Additional Note Shares
1/20/2010            Terry O'Kane & Peggy O'Kane                                   11,850           $0.13     Additional Note Shares
1/20/2010            Gary L. Rochleay or Janice M. Rochleau                        10,000           $0.13     Additional Note Shares
1/20/2010            Gregory A. Rochleaul or Kelly Rochleau                        10,000           $0.13     Additional Note Shares
1/20/2010            Robert Scott Thorp                                            15,000           $0.13     Additional Note Shares
1/20/2010            Robert Scott Thorp                                            10,000           $0.13     Additional Note Shares
1/20/2010            Michael A. Wagner and Patrice L. Wagner                        5,000           $0.13     Additional Note Shares
1/20/2010            Joan Widlitz                                                  15,000           $0.13     Additional Note Shares
4/23/2010            Torsten A. Arnold                                             10,000           $0.14     Additional Note Shares
4/23/2010            Eugene Hunt and Patricia Hunt, JT                                700           $0.14     Additional Note Shares
4/23/2010            Michael Moe                                                   11,000           $0.14     Additional Note Shares
4/23/2010            Eugene Hunt and Patricia Hunt, JT                             76,000           $0.14     Additional Note Shares
4/23/2010            Scott Riley & Pam Riley, JT                                   10,000           $0.14     Additional Note Shares
4/23/2010            Kurt Hankins & Lynette Hankins, JTWROS                        10,000           $0.14     Additional Note Shares
4/23/2010            Tri-Square Construction, LLC                                  35,000           $0.14     Additional Note Shares
4/23/2010            Hunt Rental, LLC                                             200,000           $0.14     Additional Note Shares
4/23/2010            Dean Meyer                                                     2,000           $0.14     Additional Note Shares
4/23/2010            Claudia Kiwi                                                  10,000           $0.14     Additional Note Shares
4/23/2010            Linda Creta                                                    5,000           $0.14     Additional Note Shares
4/23/2010            CaryCo Financial Group, Inc. 401K plan ROTH                   11,000           $0.14     Additional Note Shares
4/23/2010            Mark Spear & Mindi Spear, JTWROS                              12,500           $0.14     Additional Note Shares
4/23/2010            Deborah Lindstrom                                             10,000           $0.14     Additional Note Shares
4/23/2010            Mark A. Klein                                                 25,000           $0.14     Additional Note Shares
4/23/2010            Eugene Hunt and Patricia Hunt, JT                             47,500           $0.14     Additional Note Shares
4/23/2010            Mark J. Miller                                                30,000           $0.14     Additional Note Shares
4/23/2010            Jerry Christopherson                                          20,000           $0.14     Additional Note Shares
                     Wiernicki & Senyshyn, P.A. Retirement Plan and
4/23/2010            Trust Roth                                                    10,000           $0.14     Additional Note Shares
4/23/2010            Paul Trauger                                                  15,000           $0.14     Additional Note Shares
4/23/2010            Mark A. Klein                                                  2,200           $0.14     Additional Note Shares
4/23/2010            Dennis Holden                                                  5,000           $0.14     Additional Note Shares
4/23/2010            Linda C. Johnson & Barry A. Johnson, JTWROS                  100,000           $0.14     Additional Note Shares
4/23/2010            Michael E. Mulliniks                                          10,000           $0.14     Additional Note Shares
4/23/2010            Rick Fuerstenau and Marci Fuerstenau, JTWROS                   4,000           $0.14     Additional Note Shares
4/23/2010            Jackson Kent Grizzard                                         12,000           $0.14     Additional Note Shares
4/23/2010            Paul Trauger                                                  10,000           $0.14     Additional Note Shares
4/23/2010            David Flick & Shirley Flick, JTWROS                            5,000           $0.14     Additional Note Shares
4/23/2010            Tim Meisner                                                   43,200           $0.14     Additional Note Shares
8/17/2010            Tri-Square Construction, LLC                                  25,000           $0.14     Additional Note Shares
8/17/2010            Eugene Hunt and Patricia Hunt, JT                             11,350           $0.14     Additional Note Shares



                                      -31-
<PAGE>
                                                                                                SALES PRICE
                                                                             NUMBER OF            (VALUE)
DATE OF ISSUANCE                          NAME                             SHARES ISSUED        TRANSACTION    NATURE OF TRANSACTION
----------------- -- -------------------------------------------------- -- --------------- -- ------------ -- ----------------------

8/17/2010            Terry O'Kane & Peggy O'Kane, JTWROS                            8,650           $0.14     Additional Note Shares
8/17/2010            Bill Meyer                                                    15,000           $0.14     Additional Note Shares
8/17/2010            Steve Mueller & Nancy Mueller,  JTWROS                         5,000           $0.14     Additional Note Shares
8/17/2010            Allied Investment Properties, LLC                             10,000           $0.14     Additional Note Shares
8/17/2010            Robert N. Becker & Mary C. Becker, JTWROS                    100,000           $0.14     Additional Note Shares
8/17/2010            Jack Colen & Arlene P. Colen, JTWROS                          10,000           $0.14     Additional Note Shares
8/17/2010            Tim Meisner                                                   73,000           $0.14     Additional Note Shares
8/17/2010            Jack Colen & Arlene P. Colen, JTWROS                           5,000           $0.14     Additional Note Shares
8/17/2010            Thomas Nedved                                                 10,000           $0.14     Additional Note Shares
8/17/2010            Mark R. George                                                20,500           $0.14     Additional Note Shares
8/17/2010            Jelt, LLC                                                      7,500           $0.14     Additional Note Shares
8/17/2010            Wayne A. Clegg                                                 7,500           $0.14     Additional Note Shares
8/17/2010            Paul Trauger                                                  10,000           $0.14     Additional Note Shares
8/17/2010            Tim Meisner                                                  162,300           $0.14     Additional Note Shares
8/17/2010            Scott J. Richardson                                           25,000           $0.14     Additional Note Shares
8/17/2010            Meisner Roofing & Building Maintenance Inc.                   82,000           $0.14     Additional Note Shares
8/17/2010            Brendon Wade Bluestein & Nancy Lynn Bluestein                 33,000           $0.14     Additional Note Shares
8/17/2010            Michael Moe                                                   14,000           $0.14     Additional Note Shares
8/17/2010            Dwayne L. Nyman                                               10,000           $0.14     Additional Note Shares
8/17/2010            Mark Spear & Mindi Spear, JTWROS                               5,000           $0.14     Additional Note Shares
8/17/2010            Georgia E. Otis                                               10,000           $0.14     Additional Note Shares
8/17/2010            Bogomil Banchev                                                5,000           $0.14     Additional Note Shares
8/17/2010            Terry O'Kane & Peggy O'Kane, JTWROS                           16,000           $0.14     Additional Note Shares
8/17/2010            Stephen F. Walker                                             30,000           $0.14     Additional Note Shares
8/17/2010            Steven D. Dass                                                 5,000           $0.14     Additional Note Shares
8/17/2010            Theodore Sall                                                  2,000           $0.14     Additional Note Shares
8/17/2010            Douglas L Wilhelm                                             10,000           $0.14     Additional Note Shares
8/17/2010            Ilia Petkov                                                   25,000           $0.14     Additional Note Shares
8/17/2010            Joseph R. Nicolosi                                            10,000           $0.14     Additional Note Shares
8/17/2010            Janice Joy and Todd Joy, JT                                    5,000           $0.14     Additional Note Shares
8/17/2010            Robbert Lewis Wiss                                            10,000           $0.14     Additional Note Shares
8/17/2010            Mark R. George                                                30,000           $0.14     Additional Note Shares
8/17/2010            Paul Trauger                                                   5,000           $0.14     Additional Note Shares
8/17/2010            Thomas N.T. Mullen                                            25,000           $0.14     Additional Note Shares
8/17/2010            E. Duane Meyer                                               100,000           $0.14     Additional Note Shares
8/17/2010            James B. Dixon                                                10,000           $0.14     Additional Note Shares
8/17/2010            Wilhelm Charitable Remainder Trust                            10,000           $0.14     Additional Note Shares
8/17/2010            Mark D. Roy & Audrey J. Roy, JTWROS                           26,000           $0.14     Additional Note Shares
8/17/2010            Scott J. Richardson                                           25,000           $0.14     Additional Note Shares
8/17/2010            Robert C. Parson & Margaret E. Parson, JTWROS                 12,500           $0.14     Additional Note Shares
8/17/2010            Jane S. Gunnels                                               10,000           $0.14     Additional Note Shares
8/17/2010            Cynthia Williams                                              30,000           $0.14     Additional Note Shares
9/10/2010            Barry Johnson                                                 75,000           $0.14     Additional Note Shares
9/10/2010            Barry Johnson                                                 75,000           $0.14     Additional Note Shares
10/13/2010           Michael Martin                                                 5,000           $0.14     Additional Note Shares
10/13/2010           Claudia Kiwi                                                   5,000           $0.14     Additional Note Shares
10/13/2010           Barbara Quist & Anthony Davis, JTWROS                         10,000           $0.14     Additional Note Shares

                                      -32-
<PAGE>
                                                                                                SALES PRICE
                                                                             NUMBER OF            (VALUE)
DATE OF ISSUANCE                          NAME                             SHARES ISSUED        TRANSACTION    NATURE OF TRANSACTION
----------------- -- -------------------------------------------------- -- --------------- -- ------------ -- ----------------------

10/13/2010           Marjorie Lynch                                                20,000           $0.14     Additional Note Shares
                     B. Dudley Tarlton, IV. and Lynette A. Tarlton,
10/13/2010           JTWROS                                                        10,000           $0.14     Additional Note Shares
10/13/2010           Robbin Lee & Joseph Kennedy, JTTN                             10,000           $0.14     Additional Note Shares
10/13/2010           Logan A. Lee                                                   5,000           $0.14     Additional Note Shares
10/13/2010           Daniel R. Lawless                                              7,500           $0.14     Additional Note Shares
10/13/2010           Brownell Family Trust, (est. 2/16/1988)                       15,000           $0.14     Additional Note Shares
10/13/2010           Robert C. Parson & Margaret E. Parson, JTWROS                  5,000           $0.14     Additional Note Shares
10/13/2010           Joel Vander Leest & Cheryl Vander Leest, JTWROS               10,000           $0.14     Additional Note Shares
10/13/2010           Douglas L Wilhelm                                              5,000           $0.14     Additional Note Shares
                     John Pomonis, Jane Linnehan, Janette Moskin,
10/13/2010           JTWROS                                                         7,500           $0.14     Additional Note Shares
10/13/2010           Leonore Becker or Audrey Becker, JTWROS                       25,000           $0.14     Additional Note Shares
10/13/2010           Walker Family Limited Partnership                            100,000           $0.14     Additional Note Shares
10/13/2010           Jay Newman                                                    10,000           $0.14     Additional Note Shares
                     Brendon Wade Bluestein & Nancy Lynn Bluestein,
10/13/2010           JTWROS                                                        16,000           $0.14     Additional Note Shares
10/13/2010           Jelt, LLC                                                      7,500           $0.14     Additional Note Shares
10/13/2010           Scott Riley & Pam Riley, JT                                   20,000           $0.14     Additional Note Shares
10/13/2010           Eric C. Moe                                                    1,500           $0.14     Additional Note Shares
10/13/2010           Robert A. Walde                                                5,000           $0.14     Additional Note Shares
10/13/2010           Scott J. Richardson                                           12,500           $0.14     Additional Note Shares
11/15/2010           Kyoung WonLee                                                300,000           $0.14     Additional Note Shares
12/1/2010            Daniel R. Lawless                                              3,500           $0.14     Additional Note Shares
12/1/2010            Steven Guyer                                                 110,000           $0.14     Additional Note Shares
12/6/2010            Joyce Peluso                                                   5,000           $0.14     Additional Note Shares
12/6/2010            Mark R. George                                                10,000           $0.14     Additional Note Shares
12/6/2010            Neal E. Massey                                                20,000           $0.14     Additional Note Shares
12/6/2010            E. Duane Myer                                                 50,000           $0.14     Additional Note Shares
12/6/2010            Keith Rhodes                                                  12,000           $0.14     Additional Note Shares
12/6/2010            Jill N. Marburger                                            250,000           $0.14     Additional Note Shares
12/6/2010            Daniel R. Lawless                                              7,500           $0.14     Additional Note Shares
12/6/2010            David P. Lawless                                               5,000           $0.14     Additional Note Shares
12/6/2010            Mark R. George                                                 6,250           $0.14     Additional Note Shares
12/6/2010            The Bibicoff Family Trust, dated May 6, 2000                 150,000           $0.14     Additional Note Shares
12/6/2010            Joseph B. Thomas V and Margareth G Thomas, JTRWOS             30,000           $0.14     Additional Note Shares
12/6/2010            Jack Colen & Arlene P. Colen, JTWROS                           7,500           $0.14     Additional Note Shares
12/6/2010            Alan R. Greenberg                                             25,000           $0.14     Additional Note Shares
12/6/2010            Keith Rhodes                                                   5,000           $0.14     Additional Note Shares
12/8/2010            MLPF&S as Cust FBO Bennet Scauzzo                             25,000           $0.14     Additional Note Shares
12/14/2010           Schafer and Company, LLC                                      10,000           $0.14     Additional Note Shares
12/14/2010           Eugene Hunt and Patricia Hunt, JT                             26,600           $0.14     Additional Note Shares
12/14/2010           Kurt Hankins & Lynette Hankins, JTWROS                        15,000           $0.14     Additional Note Shares
12/14/2010           Jerry Christopherson                                          40,000           $0.14     Additional Note Shares
12/14/2010           Calvin Boekelman                                               2,000           $0.14     Additional Note Shares
12/14/2010           Clint Young                                                    5,000           $0.14     Additional Note Shares

                                      -33-
<PAGE>
                                                                                                SALES PRICE
                                                                             NUMBER OF            (VALUE)
DATE OF ISSUANCE                          NAME                             SHARES ISSUED        TRANSACTION    NATURE OF TRANSACTION
----------------- -- -------------------------------------------------- -- --------------- -- ------------ -- ----------------------

12/14/2010           Michael Moe                                                    1,000           $0.14     Additional Note Shares
12/14/2010           Eric C. Moe                                                   10,600           $0.14     Additional Note Shares
12/30/2010           Dwayne L. Nyman                                               65,000           $0.14     Additional Note Shares
                                                                            --------------
                     TOTAL ADDITIONAL NOTE SHARES                               3,686,700
                                                                            ==============
</TABLE>

EXEMPTION FROM REGISTRATION CLAIMED

Sales and issuances by Company of the unregistered  securities listed above were
made by the Company in reliance upon Rule 506 of Regulation D to the individuals
listed above. All of the individuals and/or entities listed above that purchased
the  unregistered  securities  were all known to the Company and its management,
through  pre-existing   business   relationships,   as  long  standing  business
associates,  friends, and employees.  All purchasers were provided access to all
material  information,  which they requested,  and all information  necessary to
verify such information and were afforded access to management of the Company in
connection with their purchases.  All purchasers of the unregistered  securities
acquired such securities for investment and not with a view toward distribution,
acknowledging  such  intent  to the  Company.  All  certificates  or  agreements
representing  such securities that were issued  contained  restrictive  legends,
prohibiting further transfer of the certificates or agreements representing such
securities,  without such securities  either being first registered or otherwise
exempt from  registration in any further resale or  disposition.  Each purchaser
made written  representation under Rule 506 of Regulation D, including net worth
and  sophistication.  The  Company  required  written  representation  that each
purchaser who was not an accredited investor, either alone or with his purchaser
representative,  had such  knowledge  and  experience  in financial and business
matters  that  he  was  capable  of  evaluating  the  merits  and  risks  of the
prospective  investment,  and the issuer  reasonably  believed (based on written
representations)  immediately  prior to making any sale that the purchaser  came
within this description.

None of the above  listed  shareholders  are  registered  broker-dealers  or are
associates of a registered broker-dealer.

ISSUER PURCHASES OF EQUITY SECURITIES

LSI did not  repurchase  any  shares of its common  stock  during the year ended
December 31, 2010.

ITEM 6.  SELECTED FINANCIAL DATA
--------------------------------

Not applicable.

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

MANAGEMENTS' DISCUSSION AND ANALYSIS

THE  FOLLOWING  DISCUSSION  SHOULD  BE  READ IN  CONJUNCTION  WITH  OUR  AUDITED
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO INCLUDED HEREIN.

THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS, SUCH AS STATEMENTS RELATING
TO OUR FINANCIAL CONDITION,  RESULTS OF OPERATIONS,  PLANS,  OBJECTIVES,  FUTURE
PERFORMANCE AND BUSINESS  OPERATIONS.  THESE  STATEMENTS  RELATE TO EXPECTATIONS
CONCERNING  MATTERS  THAT  ARE  NOT  HISTORICAL  FACTS.  THESE   FORWARD-LOOKING
STATEMENTS  REFLECT OUR CURRENT  VIEWS AND  EXPECTATIONS  BASED LARGELY UPON THE
INFORMATION  CURRENTLY  AVAILABLE  TO US AND ARE SUBJECT TO  INHERENT  RISKS AND
UNCERTAINTIES.  ALTHOUGH WE BELIEVE  OUR  EXPECTATIONS  ARE BASED ON  REASONABLE
ASSUMPTIONS,  THEY ARE NOT  GUARANTEES  OF  FUTURE  PERFORMANCE  AND THERE ARE A
NUMBER OF IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY
FROM THOSE EXPRESSED OR IMPLIED BY SUCH  FORWARD-LOOKING  STATEMENTS.  BY MAKING
THESE  FORWARD-LOOKING  STATEMENTS,  WE DO NOT  UNDERTAKE  TO UPDATE THEM IN ANY
MANNER  EXCEPT AS MAY BE REQUIRED BY OUR  DISCLOSURE  OBLIGATIONS  IN FILINGS WE
MAKE WITH THE SECURITIES AND EXCHANGE  COMMISSION  UNDER THE FEDERAL  SECURITIES
LAWS.  OUR  ACTUAL  RESULTS  MAY  DIFFER  MATERIALLY  FROM  OUR  FORWARD-LOOKING
STATEMENTS.

                                      -34-
<PAGE>

THE  INDEPENDENT  REGISTERED  PUBLIC  ACCOUNTING  FIRM'S REPORT ON THE COMPANY'S
FINANCIAL  STATEMENTS  AS OF  DECEMBER  31,  2010  INCLUDES  A  "GOING  CONCERN"
EXPLANATORY  PARAGRAPH  THAT  DESCRIBES  SUBSTANTIAL  DOUBT ABOUT THE  COMPANY'S
ABILITY TO CONTINUE AS A GOING CONCERN.

Latitude Solutions, Inc., through three subsidiaries,  has operations based upon
its proprietary technologies.

Latitude Clean Tech Group, Inc. provides  products,  processes and solutions for
contaminated water applications. LCTG provides products, processes and solutions
for contaminated water issues resulting from various oil/gas drilling operations
including water used in hydraulic  fractionizing  of wells,  contaminated  water
relating to the Alberta oil sands, and mining operations producing  contaminated
water. In light of the increasing  issues related to major  industrial  produced
water pollution,  mining, oil/ natural gas (hydraulic fracturing),  contaminated
water related issues,  together with ever increasing  expenditures  for defense,
surveillance and anti-terrorism requirements,  there is a growing market for the
Company's technologies, both domestically and possibly internationally.

6709800 Canada,  Inc. dba GpsLatitude,  the Company's second subsidiary,  is the
technology/software/hardware group, which provides wireless telemetry/live video
streaming and security  products for Mobile Assets,  Public Security,  Corporate
and National  Security  applications.  The Company has  established  a marketing
strategic alliance with U.S. defense  contractor,  General Dynamics,  as well as
with Bell Canada to jointly market the Company's technologies. Additionally, the
Royal Canadian Mounted Police (RCMP) are utilizing the Company's products.

Trinity  Solutions,  Inc.,  the Company's  third  operating  subsidiary,  is the
Company's  internal  business  marketing  subsidiary  which  provides  sales and
marketing support to the other subsidiaries.

On February 8, 2011, Latitude Energy Services, LLC was organized in the state of
Nevada.  LSI  has a 70%  equity  ownership  in LES,  the  remaining  30%  equity
ownership is owned by third party  entities.  LSI is one of five managers of the
LLC, the other four managers are from the 30% equity owners of the LLC. Latitude
Energy Services, LLC will provide water remediation services to the Oil, Gas and
Energy  industries  worldwide  utilizing  innovative  and patented  technologies
developed by its majority equity owner, Latitude Solutions, Inc. ("LSI") and its
subsidiary companies.

Our Budget for operations in next year is as follows:

                                                              MAXIMUM
                                                      -------------------------
Operational Expenses:
   Legal Fees (Registration Statement)                                 $50,000
   Legal Fees (Other)                                                  $43,000
   Accounting                                                          $75,000
   Transfer Agent Fees                                                 $45,000
   Salaries                                                         $2,356,000
   Rent                                                               $176,750
   Finance Costs                                                      $550,000
   Advertising                                                        $341,000
   Business Development                                               $195,000
   Travel and Entertainment                                           $496,000
  Insurances                                                           $99,000
                                                      -------------------------
                                                                    $4,426,750

Based on our current  cash  reserves as of December 31, 2010 of $216,200 we have
an  operational  budget  of six  months.  The  budget  of $4.4  million  will be
supported by  fundraising,  of which no funds are committed are not. We have not
generated any revenues to date. We account for our ownership in  GpsLatitude  as
an equity investment recognizing gains and losses on that investment.  If we are
unable to begin to generate enough revenue,  through our other subsidiaries,  to
cover our operational  costs, we will need to seek additional  sources of funds.
Currently,  we have NO  committed  source  for any funds as of date  hereof.  No
representation  is made that any funds will be  available  when  needed.  In the
event funds cannot be raised if and when needed, we may not be able to carry out
our business plan and could fail in business as a result of these uncertainties.

                                      -35-
<PAGE>

RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
COMPARISON OF THE YEAR ENDED  DECEMBER 31, 2010 WITH THE YEAR ENDED DECEMBER 31,
2009

                                                       For the Years Ended
                                                          December 31,                         Change
                                                ---------------------------------- ------------------------------
                                                      2010             2009               $               %
                                                ----------------- ---------------- ----------------- ------------
<S>                                             <C>               <C>              <C>               <C>
REVENUES                                        $              -  $             -  $              -           -%
COST OF REVENUES                                               -                -                 -           -
                                                ----------------- ---------------- ----------------- ------------
GROSS PROFIT (LOSS)                                            -                -                 -           -
                                                ----------------- ---------------- ----------------- ------------
OPERATING EXPENSES
    Legal and accounting expense                         192,106           53,282           138,824       260.5%
    Consulting fees                                    1,729,462          878,393           851,069        96.9%
    Rent expense                                          69,048           57,341            11,707        20.4%
    Salaries expense                                     762,790           20,988           741,802       353.4%
    Travel expense                                       251,301          141,601           109,700        77.5%
    General and administrative                           772,637           89,239           683,398         766%
                                                ----------------- ---------------- ----------------- ------------

    Total expenses                                     3,777,344        1,240,844         2,536,500         204%
                                                ----------------- ---------------- ----------------- ------------
LOSS FROM OPERATIONS                                  (3,777,344)      (1,240,844)        2,536,500         204%
                                                ----------------- ---------------- ----------------- ------------

OTHER EXPENSES
     Acquisition expense                                       -          350,000         (350,000)       (100%)
     Finance costs                                     3,554,150          825,811         2,728,339       330.3%
     Interest expense                                    120,886           24,405            96,481       395.3%
     Equity in losses to investee                        304,368           49,728           254,640       512.1%
                                                ----------------- ---------------- ----------------- ------------
    Total other expense                                3,979,404        1,249,944         2,719,460       218.4%
                                                ----------------- ---------------- ----------------- ------------

NET LOSS                                             (7,756,748)      (2,490,788)         5,265,960       211.5%
                                                ----------------- ---------------- ----------------- ------------

LOSS PER SHARE                                  $         (0.33)  $        (1.06)  $          (0.73)     (68.8%)

WEIGHTED AVERAGE OUTSTANDING
     SHARES
    BASIC AND DILUTED                                 23,415,247        2,342,017

</TABLE>

REVENUES

The Company did not  recognize  any revenue from its  operations  other then GPS
Latitude  during the years ended  December  31,  2010 and 2009.  During the year
ended  December 31, 2010,  the Company had completed  construction  of its water
plant with a capacity to treat 200 gallons per  minute.  While  currently  being
used for  demonstrations,  we expect to utilize  this  facility to initiate  the
generation of revenues during the year ended December 31, 2011.

OPERATING EXPENSES

Operating  expenses  for the year ended  December  31, 2010 were  $3,777,344  as
compared to  $1,240,844  for the year ended  December 31,  2009,  an increase of
$2,536,500 or 204%. The increase was primarily caused by an increase of $851,069
in consulting fees and a $741,802  increase in salaries  expenses related to the
deployment  of staff to supervise  and operate our equipment in the field and an
increase in travel related expenses of $109,700 which resulted from our proof of
concept customer  demonstrations.  Additional increases of $138,824 in legal and
accounting  expenses as a result of our efforts to register with the  Securities
and  Exchange  Commission  and $683,398 in general and  administrative  expenses
contributed to the increase over the prior year.


                                      -36-
<PAGE>

LOSS FROM OPERATIONS

Loss  from  operations  for the year  ended  December  31,  2010 was  $3,777,344
compared  to a loss of  $1,240,844  for the year ended  December  31,  2009,  an
increase of  $2,536,500 or 204.5%.  The increase in the loss from  operations in
2010 versus  2009 was due to the  increases  in  operating  expenses  identified
above.

INTEREST EXPENSE

Interest  expense was $120,866 for the year ended  December 31, 2010 as compared
to $24,405  for the year ended  December  31,  2009,  an  increase of $96,481 or
395.3%.  This  amount  is a result  of the  Company's  notes  payable  that were
converted into common stock and related to actual and accrued interest expense.

NET LOSSES

During the year ended  December 31, 2010,  the Company  recognized a net loss of
$7,756,748  compared to  $2,490,788  for the year ended  December 31, 2009.  The
Company's net loss increased  $5,265,960 during the year ended December 31, 2010
when compared to the year ended December 31, 2009. The primary  reasons for this
increase was an increase in operating  expenses of $2,536,500,  plus an increase
in finance costs of  $2,728,339  caused by the increase in debt  financing.  The
amount of $350,000 is attributed to the acquisition of the public shell.

LIQUIDITY AND CAPITAL RESOURCES

At  December  31,  2010,  the  Company  had total  current  assets of $ 216,200,
consisting  solely of cash on hand.  At December 31, 2010,  we had total current
liabilities  of $  4,341,570,  consisting  of $907,685  in accounts  payable and
accrued  liabilities,  $412,409 due to investee,  $35,400 related party payable,
convertible  debt of  $2,788,011  and a  liability  to  issue  common  stock  of
$198,065.  At December 31, 2010,  the Company has a working  capital  deficit of
$4,125,370.

Net cash used in operating activities was $2,234,918 for the year ended December
31,  2010,  compared to $862,652  for the year ended  December  31,  2009.  This
increase in cash used relates to the  significantly  higher cash expenses during
the year ended  December  31, 2010 due to an increase  in  operating  activities
including an increase in consulting and travel  expenses.  During the year ended
December 31, 2010,  net losses of  $7,756,748  were offset by non-cash  items of
$3,554,150 in financing costs, $385,970 in common stock for services, $1,036,489
in warrants issued for services, $28,134 in depreciation expense and $304,368 in
equity loss in the GPS Latitude investment.

The Company's net cash used in investing  activities was $1,123,165 for the year
ended  December 31, 2010  compared to net cash used in investing  activities  of
$117,046  for the year ended  December 31,  2009.  In 2010 the Company  invested
$373,879 in plant and equipment.

The Company's net cash provided by financing  activities  was $3,572,150 for the
year  ended  December  31,  2010  compared  to net cash  provided  by  financing
activities  of $980,974 for the year ended  December  31, 2009.  During the year
ended  December 31, 2010, the Company  received  $3,552,150 in proceeds from the
issuance of convertible debt and $25,000 from a related party payable.

At  December  31,  2010 and 2009,  the Company  had  convertible  notes  payable
outstanding of $2,788,011 and $825,811,  respectively.  These  convertible notes
mature at  various  times  within  six  months  from date of  issuance,  have an
interest rate of 7% and include a beneficial conversion feature which allows the
holder to convert the notes into common stock at a conversion price of $1.00 per
share. In connection with these  convertible  notes, the Company issued warrants
expiring  five years from date of  issuance  which allow the holders to purchase
shares of common stock at $1.25 per share and issued a share of common stock for
every dollar borrowed.

At  December  31, 2010 and 2009,  the Company had a liability  to issue stock of
$198,065  and  $39,576,  respectively.  The  balance  at  December  31,  2010 is
comprised  of $129,671 of bonus shares to be issued in 2011 and $68,394 of stock
to be issued for legal and consulting  services rendered in 2010. The balance at


                                      -37-
<PAGE>
December 31, 2009 is  comprised  of $29,576 of bonus  shares  issued in 2010 and
$10,000 of consulting services rendered in 2009.

As of December 31, 2010,  $705,061 of the outstanding  convertible notes payable
have reached their  maturity date and $479,800 of this amount has been converted
to stock subsequent to December 31, 2010.

Convertible  debt with beneficial  conversion  features,  whereby the conversion
feature is "in the  money,"  is  accounted  for in  accordance  with  guidelines
established  by ASC  470-20,  "DEBT  WITH  CONVERSION  AND OTHER  OPTIONS."  The
relative  fair value of the  beneficial  conversion  feature and other  embedded
features are individually valued at fair market value and are either expensed or
amortized over the term of the related instruments.  Since the holders are fully
vested with respect to these features, the Company has recognized the respective
values of these features up the proceeds  received as financing costs and not as
a discount in the accompanying financial statements.

NEED FOR ADDITIONAL FINANCING

The Company  anticipates the need for an additional $6- $10 million in financing
over the next twelve  months in order to fund the building of  additional  water
units which is marketed  under the Companies  trade mark brand named  Integrated
Water   Systems(TM).   Management  is  currently   exploring  several  financing
alternatives  including both debt and equity financing.  However there can be no
assurances that these  alternatives will come to fruition or that if the Company
needs to raise capital for working capital purposes, it will be successful.

CRITICAL ACCOUNTING POLICIES

CASH AND CASH EQUIVALENTS

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

PROPERTY AND EQUIPMENT

Property and equipment is recorded at cost.  Depreciation is provided for on the
straight  line method over the estimated  useful lives of the related  assets as
follows:

                   Furniture and fixtures            5 to 7 years
                   Computer equipment                5 years
                   Equipment                         5 to 7 years
                   Software                          3 to 5 years

The cost of  maintenance  and  repairs  is  charged  to  expense  in the  period
incurred.  Expenditures that increase the useful lives of assets are capitalized
and depreciated  over the remaining  useful lives of the assets.  When items are
retires or disposed of, the cost and accumulated  depreciation  are removed from
the accounts and any gain or loss is included in income.

INTANGIBLE ASSETS

In  accordance  with FASB ASC 350-25,  "INTANGIBLES  - GOODWILL AND OTHER",  the
Company  acquired  a patent  that is being  amortized  over its  useful  life of
fifteen years. The Company  purchased the patent through the issuance of 600,000
shares of common  stock  with a fair  value of  $120,000  and a cash  payment of
$100,000.  Additionally,  the Company  capitalized  patent  fees of $2,000.  The
Company's  balance of intangible  assets on the balance sheet net of accumulated
amortization  was $207,267  and $0 at December 31, 2010 and 2009,  respectively.
Amortization expense related to the intangible assets was $14,733 and $0 for the
years ended  December  31, 2010 and 2009,  respectively.  Amortization  expenses
related to intangible  assets is expected to be approximately  $14,800 each year
for 2011 through 2015.

                                      -38-
<PAGE>

EQUITY INVESTMENTS

The Company  follows ASC 323-10,  "INVESTMENTS"  to account for  investments  in
entities in which the Company has a 20% to 50% interest or  otherwise  exercises
significant  influence.  These investments are carried at cost, adjusted for the
Company's proportionate share of undistributed earnings or losses of Investee.

REVENUE RECOGNITION AND COST OF REVENUES

Machinery  and  royalty  revenues  will be  recognized  when there is  pervasive
evidence  of the  arrangement,  delivery  has  occurred,  the price is fixed and
determinable and collectability is reasonably assured.

Licensing and other services will include revenues from technology licensing and
maintenance services.  These services are provided to customers ongoing and will
be billed up front on a monthly or  quarterly  basis and  recognized  as revenue
equally  during  the term of the  arrangement  in  accordance  with ASC  605-25,
"MULTIPLE ELEMENT ARRANGEMENTS". Since inception, no revenue has been generated.

Costs of revenues for the Company  will  consist  primarily of costs to purchase
machinery and equipment and the shipping costs necessary to distribute  products
to customers.

FINANCIAL INSTRUMENTS

The Company  adopted the  provisions of ASC 820,  "FAIR VALUE  MEASUREMENTS  AND
DISCLOSURES", effective January 1, 2008. ASC 820 defines fair value, establishes
a  framework  for  measuring  fair value  under  generally  accepted  accounting
principles and enhances disclosures about fair value measurements.

Fair value is defined  as the price that would be  received  to sell an asset or
paid  to  transfer  a  liability  in  an  orderly   transaction  between  market
participants at the measurement date.  Valuation techniques used to measure fair
value,  as required by ASC 820, must  maximize the use of observable  inputs and
minimize the use of unobservable inputs.

The standard  describes a fair value  hierarchy based on three levels of inputs,
of which the first two are considered observable and the last unobservable, that
may be used to measure fair value. The Company's  assessment of the significance
of a particular input to the fair value measurements requires judgment,  and may
affect the  valuation  of the assets and  liabilities  being  measured and their
placement within the fair value hierarchy.

     o    Level 1 - Quoted  prices in active  markets  for  identical  assets or
          liabilities.

     o    Level 2 -  Inputs  other  than  Level 1 that  are  observable,  either
          directly or  indirectly,  such as quoted prices for similar  assets or
          liabilities;  quoted  prices in markets that are not active;  or other
          inputs that are observable or can be corroborated by observable market
          data for substantially the full term of the assets or liabilities.

     o    Level 3 -  Unobservable  inputs  that are  supported  by  little or no
          market  activity  and that are  significant  to the fair  value of the
          assets or liabilities

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-------------------------------------------------------------------

LSI's  operations do not employ financial  instruments or derivatives  which are
market sensitive. Short term funds are held in non-interest bearing accounts and
funds held for longer  periods are placed in interest  bearing  accounts.  Large
amounts of funds,  if available,  will be distributed  among multiple  financial
institutions  to reduce  risk of loss.  Our cash  holdings do not  generate  any
significant interest income.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
----------------------------------------------------

The audited financial  statements of Latitude Solutions,  Inc. for the two-years
ended December 31, 2010,  period from June 3, 1983 (inception)  through December
31, 2010 appear as pages 53 through 75.

                                      -39-
<PAGE>

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

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES
--------------------------------

This  annual  report  does not  include  a  report  of  management's  assessment
regarding internal control over financial  reporting or an attestation report of
the  company's  registered  public  accounting  firm due to a transition  period
established by rules of the Securities and Exchange  Commission for newly public
companies.

ITEM 9A(T). CONTROLS AND PROCEDURES
-----------------------------------

This  annual  report  does not  include  a  report  of  management's  assessment
regarding internal control over financial  reporting or an attestation report of
the  company's  registered  public  accounting  firm due to a transition  period
established by rules of the Securities and Exchange  Commission for newly public
companies.

ITEM 9B.  OTHER INFORMATION
---------------------------

Not applicable.


                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
---------------------------------------------------------------

The following table sets forth  information as to persons who currently serve as
LSI's directors or executive  officers,  including their ages as of December 31,
2010.

          NAME            AGE                 POSITION
------------------------ ----- -------------------------------------------------
Harvey Kaye               70   Chief Executive Officer, President and
                               Chairman of Latitude Solutions, Inc.

Matthew J. Cohen          52   Chief Operating Officer, Chief Financial Officer
                               and Director of Latitude Solutions, Inc.

Warren V. Blasland, Jr.   65   Executive Vice President and Director of Latitude
                               Solutions, Inc. and Chief Executive Officer of
                               Latitude Clean Tech Group, Inc.

Jan Rowinski,             57   Executive Vice President and Director of Latitude
                               Solutions, Inc. and Chief Executive Officer/
                               President of GpsLatitude

Kenneth Koock             68   Director of Latitude Solutions, Inc.


LSI officers are elected by the board of  directors at the first  meeting  after
each annual meeting of LSI  shareholders  and hold office until their successors
are duly elected and qualified under LSI bylaws.

The  directors  named above will serve  until the next  annual  meeting of LSI's
stockholders.  Thereafter,  directors  will be elected for one-year terms at the
annual stockholders' meeting. Officers will hold their positions at the pleasure
of  the  board  of  directors  absent  any  employment  agreement.  There  is no
arrangement or  understanding  between the directors and officers of LSI and any
other person  pursuant to which any director or officer was or is to be selected
as a director or officer.

                                      -40-
<PAGE>

BIOGRAPHICAL INFORMATION

HARVEY KAYE, CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT

Mr. Kaye was appointed as an officer and director of Latitude Solutions, Inc. on
March 24,  2009.  Mr. Kaye is formally  Chairman and CEO of  Gulfstream  Capital
Group, Inc., from 1993 to May 2008, a merchant banking, consulting and financial
advisory organization, which provides advisory and corporate finance services to
both public and private companies. Mr. Kaye has more than 30 years of experience
in providing financing, strategic planning and administrative leadership to both
large and small companies as an entrepreneur, investment banker, chairman, chief
executive  officer and  director.  Gulfstream  has acted in a merchant  banking,
financial  advisory and strategic  planning capacity for numerous  corporations,
both public and private.

Currently,  Mr.  Kaye is on the  Board for  Angstrom  Technologies,  a  security
company that is engaged in  manufacturing  UV  chemicals  and scanners and other
products for the security  industry.  Mr. Kaye has a BS in business  from Temple
University.

Mr. Kaye was  appointed to the board of directors  because of his  experience in
both development of financing and also strategic planning,  experiences that are
beneficial to Latitude Solutions at this stage in its operations.

MATTHEW J. COHEN, CHIEF OPERATING OFFICER, CHIEF FINANCIAL OFFICER AND DIRECTOR

Mr.  Cohen  was  appointed  as an  officer  March  24,  2009 and to the board of
Latitude  Solutions,  Inc. on April 30, 2010. Mr. Cohen formerly served as Chief
Financial  Officer of Cavit  Sciences  from July 2008 to June  2009;  a publicly
traded  company,  and has also  been  the  Chief  Executive  Officer  and  Chief
Financial  Officer of Genio Group,  Inc.  from July 2004 to June 2006 , a public
company,  as  well as a  member  of its  board  of  directors.  Prior  to  these
engagements,  Mr.  Cohen  served  as the Chief  Financial  Officer  for  several
companies across a variety of industries  including Sea  Aerosupport,  Inc. from
June 2004 to July 2006,  and Life Imaging  Corporation  from  September  2002 to
December   2003   a   provider   of   diagnostic    services   and   Interactive
Technologies.com, Ltd., a publicly traded benefit and services company, where he
continues  today as a member of its board of  directors.  Mr. Cohen has a B.B.A.
degree in Accounting from New Paltz State University, New York earned in 1980.

Mr.  Cohen was  appointed  to the board of  directors  not only  because  of his
background in management of public  entities,  but also because of his knowledge
of public company accounting issues.

WARREN V.  BLASLAND,  JR.,  EXECUTIVE  VICE  PRESIDENT  AND DIRECTOR OF LATITUDE
SOLUTIONS, INC. AND CHIEF EXECUTIVE OFFICER OF LATITUDE CLEAN TECH GROUP, INC.

Mr. Blasland was appointed as an officer and to the board of Latitude Solutions,
Inc. on March 24, 2009. Mr. Blasland is a Professional  Engineer who has over 30
years   experience   in   environmental    engineering,    including   executive
responsibility  for the planning,  design,  construction  and operation of waste
treatment,  water purification,  and hazardous waste facilities. Mr. Blasland is
licensed  in 17  states  nationwide  and  was  President  and  CEO  of  Blasland
Consulting Services,  Inc.,  Environmental Engineers and Scientists from 2001 to
2008. He is the founder and retired President and Chairman of Blasland,  Bouck &
Lee,  Inc.,  and is also the  founder and former  Chairman of BBL  Environmental
Services,  Inc.,  a national  Hazardous  Waste  Construction  Company  from 1984
through 2001.

Mr.  Blasland  was  appointed  to the board of directors of the Company not only
because of his  experience in management  but also because of his  experience in
environmental engineering,  which directly correlates to the business operations
of Latitude Clean Tech Group, Inc.

JAN ROWINSKI,  EXECUTIVE VICE PRESIDENT AND DIRECTOR OF LATITUDE SOLUTIONS, INC.
AND CHIEF EXECUTIVE OFFICER/PRESIDENT OF GPSLATITUDE

Mr.  Rowinski  was  appointed  as an officer  and to the board of  directors  of
Latitude Solutions, Inc. on March 24, 2009. Mr. Rowinski is a corporate/business
development   and   turn-around   professional,   experienced  in   streamlining
corporations  and elevating them to higher levels of performance and profit.  He
has introduced technologies in U.S., Canadian and International markets.

                                      -41-
<PAGE>

Mr. Rowinski is the Co-Founder of GpsLatitude,  a provider of security solutions
and wireless  telemetry  for mobile assets and people,  including  advanced cost
effective,  integrated  mobile live video streaming,  tracking and live wireless
transmission  solutions on available public and private radios. Mr. Rowinski was
the co-founder of MicroSlate Inc., a design and manufacture of patented,  rugged
mobile/wireless  pen tablets,  handheld and notebook computers from June of 1989
to August of 2004. MicroSlate was a Provider of cost-effective  mobile/wireless,
end-to-end enterprise  hardware/software solutions for mobile workers, including
police, military, utilities,  transportation, oil and gas, telecommunication and
government agencies.

Mr. Rowinski is a lecturer regarding  technology and mobile/wireless  computing.
Mr. Rowinski holds an MBA degree from McGill  University,  B.Sc. in Mathematics,
and an Electrical Engineering (DEC).

Mr.  Rowinski was appointed to the board of directors of the Company  because of
his long time experience in the wireless industry.

KENNETH J. KOOCK, DIRECTOR OF LATITUDE SOLUTIONS, INC.

Mr.  Koock was  appointed  to the Board of Directors of the Company on April 30.
2010.  Mr. Koock  graduated  Duke  University in 1963 with a B.A. and was also a
graduate of St. John's Law School 1966 Juris Doctor  Degree.  From 1977 to 2003,
he served as Vice  Chairman  of M.H.  Meyerson  & Co.  where he helped  lead the
trading and  investment  departments.  Currently,  Mr.  Koock is Chairman of the
Board  for  Angstrom  Technologies,  a  security  company  that  is  engaged  in
manufacturing  UV chemicals  and  scanners  and other  products for the security
industry.  Mr.  Koock is also  Director  of U.S.  Aerospace,  a publicly  traded
company involved in the aerospace  industry.  Mr. Koock was appointed a director
of the public company, Red Mountain Resources, Inc. (fka Teaching Time, Inc.) on
February 2, 2011.

Mr. Koock was appointed to the board of directors of the Company  because of his
experience  and  knowledge in not only  investment  but also his  experience  in
management of public companies.

COMMITTEES OF THE BOARD OF DIRECTORS

LSI is managed under the direction of its board of directors.

The board of directors has no nominating,  auditing  committee or a compensation
committee.  Therefore,  the  selection  of  person or  election  to the board of
directors was neither independently made nor negotiated at arm's length.

         EXECUTIVE COMMITTEE

The members of the Board of Directors serve as its executive committee.

         AUDIT COMMITTEE

The members of the Board of Directors serve as its audit committee.

PREVIOUS "BLANK CHECK" OR "SHELL" COMPANY INVOLVEMENT

Management  of LSI has not been  involved  in  prior  private  "blank-check"  or
"shell" companies.

ANNUAL MEETING

The annual meeting of LSI  stockholders  is expected to be held at a future date
as soon as practicable.  This will be an annual meeting of stockholders  for the
election of directors. The annual meeting will be held at LSI's principal office
or at such other  place as  permitted  by the laws of the State of Nevada and on
such  date as may be  fixed  from  time to time by  resolution  of LSI  board of
directors.

                                      -42-
<PAGE>

CONFLICTS OF INTEREST - GENERAL.

Our directors and officers are, or may become,  in their individual  capacities,
officers,  directors,  controlling shareholder and/or partners of other entities
engaged in a variety of businesses.  Thus,  there exist  potential  conflicts of
interest   including,   among  other  things,   time,  efforts  and  corporation
opportunity,  involved in participation with such other business entities. While
the officers and directors of our business are engaged full time in our business
activities,  the  amount of time  they  devote  to other  business  may be up to
approximately 5 hours per week.

CONFLICTS OF INTEREST - CORPORATE OPPORTUNITIES

Certain of the  officers and  directors  of the Company may be directors  and/or
principal  shareholders of other companies and, therefore,  could face conflicts
of interest with respect to potential  acquisitions.  In addition,  officers and
directors  of the Company may in the future  participate  in business  ventures,
which could be deemed to compete directly with the Company. Additional conflicts
of interest and non-arms length transactions may also arise in the future in the
event the Company's  officers or directors are involved in the management of any
firm with which the Company transacts business. The Company's Board of Directors
has  adopted  a  policy  that the  Company  will  not  seek a  merger  with,  or
acquisition of, any entity in which  management  serve as officers or directors,
or in which they or their  family  members own or hold a  controlling  ownership
interest. Although the Board of Directors could elect to change this policy, the
Board of  Directors  has no  present  intention  to do so. In  addition,  if the
Company and other companies with which the Company's  officers and directors are
affiliated  both desire to take advantage of a potential  business  opportunity,
then the Board of Directors has agreed that said opportunity should be available
to each such company in the order in which such  companies  registered or became
current in the filing of annual  reports  under the Exchange Act  subsequent  to
January 1, 1997.

The Company's officers and directors may actively negotiate or otherwise consent
to the  purchase of a portion of their  common  stock as a  condition  to, or in
connection with, a proposed merger or acquisition transaction. It is anticipated
that a  substantial  premium over the initial cost of such shares may be paid by
the purchaser in conjunction  with any sale of shares by the Company's  officers
and directors which is made as a condition to, or in connection with, a proposed
merger or acquisition  transaction.  The fact that a substantial  premium may be
paid to the Company's  officers and directors to acquire their shares  creates a
potential  conflict of interest for them in satisfying their fiduciary duties to
the Company and its other shareholders.  Even though such a sale could result in
a  substantial  profit  to them,  they  would be  legally  required  to make the
decision  based upon the best  interests of the Company and the Company's  other
shareholders, rather than their own personal pecuniary benefit.


ITEM 11.  EXECUTIVE COMPENSATION
--------------------------------

The  following  table sets forth the fact that  officers  received a cash salary
during  the last  three  fiscal  years.  The  following  table  sets  forth this
information by LSI,  including salary,  bonus and certain other  compensation to
the Company's Chief Executive Officer and named executive  officers for the past
three fiscal years.

Please  note:  Some  executive  officers  and  directors  work for our  Canadian
subsidiary,  GpsLatitude  and as  such  are  paid  a  portion  or  all of  their
compensation in Canadian  Dollars.  For reporting  purposes,  their salaries are
reported  in  the  Company's  reporting  currency,  US  Dollars.   Unless  noted
otherwise, all compensation figures are in US Dollars.

                                      -43-
<PAGE>
<TABLE>
<CAPTION>

                             EXECUTIVE COMPENSATION

The table below represents the officer's  compensation of the Company's Officers
for the years ended December 31, 2010, 2009 and 2008, unless noted differently.

                                                                        NON-EQUITY  NON-QUALIFIED
                                                                         INCENTIVE     DEFERRED
                                                   STOCK    OPTION         PLAN      COMPENSATION  ALL OTHER
                               SALARY     BONUS    AWARDS    AWARDS    COMPENSATION    EARNINGS   COMPENSATION   TOTAL
 NAME & POSITION     YEAR       ($)        ($)       ($)       ($)          ($)          ($)          ($)         ($)
------------------- -------- ----------- --------- -------- ---------- -------------- ----------- ------------ -----------
<S>                 <C>      <C>         <C>       <C>      <C>        <C>            <C>         <C>          <C>
Harvey Kaye,         2010     $183,789      $0       $0        $0           $0            $0          $0        $183,789
Chief Executive      2009     $159,782      $0       $0        $0           $0            $0          $0        $159,782
Officer and          2008        $0         $0       $0        $0           $0            $0          $0           $0
President (1)

Matthew J. Cohen,    2010     $193,724      $0       $0        $0           $0            $0          $0        $193,724
COO & Chief          2009     $146,000      $0       $0        $0           $0            $0          $0        $146,000
Financial Officer(2) 2008        $0         $0       $0        $0           $0            $0          $0           $0

Warren V.
Blasland, Jr.,       2010     $174,374      $0       $0        $0           $0            $0          $0        $174,374
Executive Vice       2009     $116,000      $0       $0        $0           $0            $0          $0        $116,000
President(3)         2008        $0         $0       $0        $0           $0            $0          $0           $0

Jan Rowinski,        2010     $70,627       $0       $0        $0           $0            $0          $0        $70,627
Executive Vice       2009     $62,366       $0       $0        $0           $0            $0          $0        $62,366
President(4)         2008       $$0         $0       $0        $0           $0            $0          $0           $0
------------------- --------
(1) During the year ended December 31, 2010, the amount of $183,789  consists of
the  amount of  $89,451  paid to Harvey  Kaye,  directly,  and  $94,338  paid to
Gulfstream  Capital Group,  owned by Harvey Kaye. During the year ended December
31,  2009,  the amount of $159,782  consists of a $5,000  payment made to Harvey
Kaye and the balance of $154,782 paid to Gulfstream Capital Group.

(2) During the year ended December 31, 2010, the amount of $193,724  consists of
the amount of $26,000 to Hawk  Management  Group,  owned by Matthew Cohen's wife
and the remaining amount of $167,724 paid directly to Matthew Cohen.  During the
year ended  December  31, 2009,  the amount of $146,000  consists of payments of
$94,000  to Hawk  Management  Group and the  remaining  amount of  $52,000  paid
directly to Matthew  Cohen.  Pursuant to his  employment  agreement,  Mr.  Cohen
receives a $700 a month automobile allowance.

(3) During the year ended December 31, 2009, the amount of $115,750  consists of
direct payments to Warren V. Blasland,  Jr. in the amount of $83,750, the amount
of  $21,000  paid to  Blasland  Consulting  and  $11,000  paid to  Blasland  and
Associates, both companies owned by Warren V. Blasland, Jr.

(4) During the year ended December 31, 2010,  the amount of $70,627  consists of
direct  payment to Jan Rowinski by LSI in the amount of $25,500 U.S., the amount
of $45,127 U.S., paid by GpsLatitude for consulting services to the CSI Group, a
Company  owned by Jan  Rowinski.  During the year ended  December 31, 2009,  the
amount of  $62,366  consists  of direct  payment to Jan  Rowinski  by LSI in the
amount of $22,500 U.S.,  the amount of $$35,165 U.S.,  paid by  GpsLatitude  for
consulting  services to the CSI Group.  During the years ended December 31, 2010
and 2009, a portion of Mr. Rowinski's compensation was paid in Canadian Dollars,
$46,500 and $39,866  Canadian,  respectively.  In  accordance  with USGAAP,  the
amount has been converted to US Dollars using a conversion  based on the average
currency  rate for the year ended  December  31, 2010 of  $0.97048  for a salary
expense of $45,127 and for the year ended  December  31, 2009 of $0.88209  for a
salary expense of $35,165 US Dollars.
</TABLE>

                    OPTION/SAR GRANTS IN THE LAST FISCAL YEAR

Not Applicable.

LSI does not have a stock option plan as of the date of this  filing.  There was
no grant of stock  options  to the  Chief  Executive  Officer  and  other  named
executive officers during the fiscal years ended December 31, 2009 and 2010.

                                      -44-
<PAGE>

EMPLOYMENT AGREEMENTS

The Company  entered into  employment  agreements as of March 31, 2009, with its
key officers, as listed below. The agreements cover a five year term and provide
for annual cash compensation as described below:


     NAME                      POSITION                      ANNUAL COMPENSATION
     ----                      --------                      -------------------
     Harvey Kaye               CEO, President                      $225,000
     Matthew J. Cohen          COO, CFO                            $180,000
     Warren V. Blasland, Jr.   Executive Vice President            $180,000
     Jan Rowinski              Executive Vice President            $180,000

During the years ended  December 31, 2009 and 2010,  none of the above  officers
received the full annual  compensation  under their employment  agreements.  All
officers  agreed  to a cut  in  compensation  during  both  years  in  order  to
facilitate the Company's operational growth.

Described  below  are the  compensation  packages  our  Board  approved  for our
executive officers. The compensation agreements were approved by our board based
upon recommendations conducted by the board.

Messrs. Kaye, Cohen, Blasland and Rowinski's employment agreements provide for a
cash  bonus  of  equivalent  to 15% of the  prior  twelve  (12)  month's  annual
compensation,  contingent  on the Company  reaching  revenue,  and gross  profit
targets per year as defined in writing  with the Board of  Directors  before the
commencement of each fiscal year.  Such targets are to be determined  based upon
prior  fiscal  performance  and using  projections  for future  performance  and
current economic conditions.

Messrs. Kaye, Cohen, Blasland and Rowinski's employment agreements provide for a
$700 per month automobile allowance, payable on a monthly basis.

EMPLOYMENT  CONTRACTS  AND  TERMINATION  OF  EMPLOYMENT  AND   CHANGE-IN-CONTROL
ARRANGEMENTS

There are employment  contracts,  compensatory plans or arrangements,  including
payments to be received from us, with respect to any of our  executive  officers
which would in any way result in  payments to any such person  because of his or
her  resignation,  retirement or other  termination  of employment  with us, any
change in control of us, or a change in the person's responsibilities  following
such a change in control.

All of the existing  employment  agreements  with our executives  have a term of
five years from the date of the  agreement  and  thereafter  renews for one year
terms,  unless ninety days notice is given by either the employee or the Company
prior to the renewal date.

The employment  contracts  provide for the Executive to be paid all amounts owed
to the Executive under the terms of the agreement upon  termination or as salary
continuation for a period to be determined at the time of termination.

In the event of a change of control,  the  Executive  shall  receive all accrued
compensation;  pro rata bonus; and severance equal to three times the sum of the
annual base  compensation  for that entire  fiscal year,  plus the bonus amount,
plus a cash payment of $50,000 along with any contributions  that have been made
to any retirement  funds. In addition,  the Company would be required to provide
the executive and the executive's  family with insurance for a thirty-six  month
period.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The LSI board of directors in its entirety  acts as the  compensation  committee
for LSI.

STOCK OPTION PLAN

The Company intends to develop a stock option plan in the near future.

                                      -45-
<PAGE>
<TABLE>
<CAPTION>
                              DIRECTOR COMPENSATION

The following table sets forth certain information concerning  compensation paid
to our directors for services as directors,  but not including  compensation for
services as officers  reported in the "Summary  Executives  Compensation  Table"
during the years ended December 31, 2010 and 2009:

                                                                               NON-QUALIFIED
                                                              NON-EQUITY         DEFERRED
                            FEES                            INCENTIVE PLAN     COMPENSATION        ALL OTHER
                           EARNED      STOCK     OPTION      COMPENSATION        EARNINGS        COMPENSATION      TOTAL
      NAME         YEAR    OR PAID     AWARDS    AWARDS           ($)               ($)               ($)           ($)
                           IN CASH      ($)        ($)
                             ($)
------------------ ------ ---------- --------- ---------- ---------------- ------------------ ---------------- -----------

<S>                <C>    <C>        <C>       <C>        <C>              <C>                <C>              <C>
Harvey Kaye (1)    2010     $-0-       $-0-      $-0-          $-0-              $-0-            $183,789       $183,789
                   2009     $-0-       $-0-      $-0-          $-0-              $-0-            $159,782       $159,782

Matthew J.         2010     $-0-       $-0-      $-0-          $-0-              $-0-            $193,724       $193,724
Cohen (2)          2009     $-0-       $-0-      $-0-          $-0-              $-0-            $146,000       $146,000

Warren V.          2010     $-0-       $-0-      $-0-          $-0-              $-0-            $174,374       $174,374
Blasland, Jr. (3)  2009     $-0-       $-0-      $-0-          $-0-              $-0-            $116,000       $116,000

Jan Rowinski (4)   2010     $-0-       $-0-      $-0-          $-0-              $-0-             $70,267       $70,267
                   2009     $-0-       $-0-      $-0-          $-0-              $-0-             $62,366       $62,366

Kenneth Koock (5)  2010     $-0-       $-0-      $-0-          $-0-              $-0-              $-0-           $-0-
                   2009     $-0-     $20,000     $-0-          $-0-              $-0-              $-0-         $20,000
------------------ ------
(1) Mr. Kaye  serves as the CEO and  President  of the  Company  and  receives a
salary for such position. During the year ended December 31, 2010, the amount of
$183,789  consists of the amount of $89,451 paid to Harvey Kaye,  directly,  and
$94,338 paid to Gulfstream  Capital Group, owned by Harvey Kaye. During the year
ended  December 31, 2009,  the amount of $159,782  consists of a $5,000  payment
made to Harvey  Kaye and the  balance of  $154,782  paid to  Gulfstream  Capital
Group, owned by Harvey Kaye.

(2) Mr. Cohen serves as the COO and CFO of the Company and receives a salary for
such  position.  During the year ended December 31, 2010, the amount of $193,724
consists  of the amount of $26,000 to Hawk  Management  Group,  owned by Matthew
Cohen's  wife and the  remaining  amount of  $167,724  paid  directly to Matthew
Cohen.  During the year ended December 31, 2009, the amount of $146,000 consists
of payments of $94,000 to Hawk  Management  Group,  owned by Matthew J.  Cohen's
wife, and the remaining amount of $52,000 paid directly to Matthew J. Cohen.

(3) Mr.  Blasland  serves as an  Executive  Vice  President  of the  Company and
receives a salary for such  position.  During the year ended  December 31, 2009,
the amount of $115,750 consists of direct payments to Warren V. Blasland, Jr. in
the amount of $83,750,  the amount of $21,000  paid to Blasland  Consulting  and
$11,000  paid to Blasland  and  Associates,  both  companies  owned by Warren V.
Blasland, Jr.

(4) Mr.  Rowinski,  serves as an Executive Vice President of the Company and the
President/CEO  of GpsLatitude and receives a salary for such  position..  During
the year ended  December  31,  2010,  the amount of $70,627  consists  of direct
payment to Jan  Rowinski  by LSI in the amount of  $25,500  U.S.,  the amount of
$45,127 U.S.,  paid by GpsLatitude  for consulting  services to the CSI Group, a
Company  owned by Jan  Rowinski.  During the year ended  December 31, 2009,  the
amount of  $62,366  consists  of direct  payment to Jan  Rowinski  by LSI in the
amount of $22,500 U.S.,  the amount of $$35,165 U.S.,  paid by  GpsLatitude  for
consulting  services to the CSI Group.  During the years ended December 31, 2010
and 2009, a portion of Mr. Rowinski's compensation was paid in Canadian Dollars,
$46,500 and $39,866  Canadian,  respectively.  In  accordance  with USGAAP,  the
amount has been converted to US Dollars using a conversion  based on the average

                                      -46-
<PAGE>

currency  rate for the year ended  December  31, 2010 of  $0.97048  for a salary
expense of $45,127 and for the year ended  December  31, 2009 of $0.88209  for a
salary expense of $35,165 US Dollars.

(5) During the year ended December 31, 2009,  Mr. Koock received  100,000 shares
of  restricted  common stock for his services as a director of the Company.  The
shares had a value of $20,000 or $0.20 per share.
</TABLE>

At this time, our Directors do not receive cash  compensation for serving on the
LSI Board of Directors.

OUR  OFFICERS  AND  DIRECTORS  MAY HAVE  CONFLICTS  OF INTERESTS AS TO CORPORATE
OPPORTUNITIES WHICH WE MAY NOT BE ABLE OR ALLOWED TO PARTICIPATE IN.

Presently  there is no requirement  contained in our Articles of  Incorporation,
Bylaws,  or minutes  which  requires  officers and  directors of our business to
disclose  to us  business  opportunities  which  come to  their  attention.  Our
officers and directors do,  however,  have a fiduciary  duty of loyalty to us to
disclose to us any  business  opportunities  which come to their  attention,  in
their  capacity as an officer and/or  director or otherwise.  Excluded from this
duty  would  be  opportunities   which  the  person  learns  about  through  his
involvement as an officer and director of another company.  We have no intention
of merging with or acquiring business  opportunity from any affiliate or officer
or director.

LIMITATION ON LIABILITY AND INDEMNIFICATION

Latitude Solutions,  Inc. is a Nevada  corporation.  The Nevada Revised Statutes
(NRS) provides that the articles of  incorporation  of a Nevada  corporation may
contain a provision eliminating or limiting the personal liability of a director
to the  corporation  or its  shareholders  for  monetary  damages  for breach of
fiduciary  duty as a director,  except that any such provision may not eliminate
or limit the liability of a director (i) for any breach of the  director's  duty
of loyalty to the corporation or its shareholders, (ii) acts or omissions not in
good faith or which involve  intentional  misconduct  or a knowing  violation of
law, (iii) acts specified in Section 78 (concerning unlawful distributions),  or
(iv) any  transaction  from which a director  directly or indirectly  derived an
improper  personal  benefit.  LSI articles of incorporation  contain a provision
eliminating the personal  liability of directors to LSI or LSI  shareholders for
monetary damages to the fullest extent provided by the NRS.

The NRS  provides  that a Nevada  corporation  must  indemnify  a person who was
wholly  successful,  on the merits or otherwise,  in defense of any  threatened,
pending,  or completed  action,  suit, or proceeding,  whether civil,  criminal,
administrative,   or   investigative   and   whether   formal  or   informal  (a
"Proceeding"),  in which he or she was a party  because  the  person is or was a
director,  against reasonable expenses incurred by him or her in connection with
the Proceeding,  unless such indemnity is limited by the corporation's  articles
of  incorporation.  LSI  articles  of  incorporation  do not  contain  any  such
limitation.

The NRS provides that a Nevada  corporation  may indemnify a person made a party
to a Proceeding  because the person is or was a director  against any obligation
incurred  with respect to a Proceeding to pay a judgment,  settlement,  penalty,
fine (including an excise tax assessed with respect to an employee benefit plan)
or  reasonable  expenses  incurred  in the  Proceeding  if the person  conducted
himself or herself in good faith and the person reasonably believed, in the case
of conduct in an  official  capacity  with the  corporation,  that the  person's
conduct was in the corporation's  best interests and, in all other cases, his or
her conduct was at least not opposed to the  corporation's  best  interests and,
with respect to any criminal proceedings,  the person had no reasonable cause to
believe  that  his or her  conduct  was  unlawful.  The  Company's  articles  of
incorporation and bylaws allow for such  indemnification.  A corporation may not
indemnify a director in connection with any Proceeding by or in the right of the
corporation in which the director was adjudged  liable to the corporation or, in
connection  with any other  Proceeding  charging  that the  director  derived an
improper  personal  benefit,  whether or not  involving  actions in an  official
capacity,  in which  Proceeding the director was judged liable on the basis that
he or she derived an improper personal benefit. Any indemnification permitted in
connection with a Proceeding by or in the right of the corporation is limited to
reasonable expenses incurred in connection with such Proceeding.

The NRS, unless otherwise  provided in the articles of  incorporation,  a Nevada
corporation  may  indemnify  an officer,  employee,  fiduciary,  or agent of the

                                      -47-
<PAGE>

corporation to the same extent as a director and may indemnify such a person who
is not a director to a greater extent,  if not  inconsistent  with public policy
and if provided  for by its bylaws,  general or specific  action of its board of
directors or shareholders,  or contract.  LSI articles of incorporation  provide
for indemnification of directors, officers, employees, fiduciaries and agents of
LSI to the full extent permitted by Nevada law.

LSI  articles of  incorporation  also provide that LSI may purchase and maintain
insurance  on behalf of any person who is or was a director or officer of LSI or
who is or was serving at the  request of LSI as a director,  officer or agent of
another  enterprise  against  any  liability  asserted  against  him or her  and
incurred by him or her in any such  capacity or arising out of his or her status
as such, whether or not LSI would have the power to indemnify him or her against
such liability.


                      EQUITY COMPENSATION PLAN INFORMATION

The Company has not yet  established  an equity  compensation  plan or Incentive
Stock Option Plan, however, it intends to in the near future.

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

The  following  table  sets forth  information  with  respect to the  beneficial
ownership of LSI's outstanding common stock by:

     o    each  person  who is known by LSI to be the  beneficial  owner of five
          percent (5%) or more of LSI common stock;

     o    LSI's Chief Executive Officer, its other executive officers,  and each
          director as identified in the  "Management -- Executive  Compensation"
          section; and

     o    all of the Company's directors and executive officers as a group.

Beneficial  ownership  is  determined  in  accordance  with  the  rules  of  the
Securities and Exchange  Commission and generally  includes voting or investment
power with respect to securities.  Shares of common stock and options,  warrants
and convertible  securities that are currently exercisable or convertible within
60 days of the date of this  document into shares of LSI common stock are deemed
to be  outstanding  and to be  beneficially  owned  by the  person  holding  the
options,  warrants or  convertible  securities  for the purpose of computing the
percentage  ownership of the person,  but are not treated as outstanding for the
purpose of computing the percentage ownership of any other person.

The  information  below is based on the number of shares of LSI's  common  stock
that LSI believes was beneficially owned by each person or entity as of December
31, 2010.

As  of  December  31,  2010,  there  are  currently  100,000,000  common  shares
authorized and 28,710,656 shares are issued and outstanding.








                  (REMAINDER OF PAGE LEFT BLANK INTENTIONALLY)










                                      -48-
<PAGE>
<TABLE>
<CAPTION>
     TITLE OF CLASS           NAME AND ADDRESS OF BENEFICIAL OWNER (1)       AMOUNT AND NATURE OF      PERCENT OF
                                                                             BENEFICIAL OWNERSHIP        CLASS
------------------------- ------------------------------------------------- ------------------------ ---------------
<S>                       <C>                                               <C>                      <C>
Common Stock              Harvey Kaye, Chief Executive Officer, President                 3,999,920          13.93%
                          and Chairman of Latitude Solutions, Inc. (2)

Common Stock              Matthew J. Cohen, Chief Operating Officer, Chief                1,283,333           4.46%
                          Financial Officer and Director of Latitude
                          Solutions, Inc. / Hawk Management Group, Inc. (3)

Common Stock              Warren V. Blasland, Jr., Executive Vice                         1,230,333           4.28%
                          President and Director of Latitude Solutions,
                          Inc. and Chief Executive Officer of Latitude
                          Clean Tech Group, Inc.

Common Stock              Jan Rowinski, Executive Vice President and                      2,892,084          10.07%
                          Director of Latitude Solutions, Inc. and Chief
                          Executive Officer and President of GpsLatitude

Common Stock              Kenneth Koock, Director of Latitude Solutions,                    100,000          <0.01%
                          Inc.
                                                                            ------------------------ ---------------
ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (5 PERSONS)                               9,505,670          33.10%
                                                                            ======================== ===============

GREATER THAN 5% SHAREHOLDERS
---------------------------------------------------------------------------
Common Stock              Aladin Gaston                                                   1,608,750           5.60%

Common Stock              H. Deworth Williams                                             1,575,082           5.48%

Common Stock              Ed Cowle                                                        1,564,315           5.44%

Common Stock              Jacques Faguy/Micro-Innovations, Inc. (4)                       1,608,750           5.60%
------------------------- -------------------------------------------------
     (1)  The address of each person listed below,  unless otherwise  indicated,
          is c/o 190 NW Spanish  River  Blvd.,  Suite 101,  Boca Raton,  Florida
          33431.

     (2)  Mr. Kaye holds 2,023,960 shares of common stock  beneficially  through
          his wife and 1,975,960 shares directly.

     (3)  Mr. Cohen, holds his share beneficially through Hawk Management Group,
          Inc., a company of which his wife is the sole shareholder.

     (4)  Mr.  Faguy holds  975,000  shares of common stock  directly.  He holds
          633,750  shares   beneficially   through   Micro-Innovation,   Inc.  a
          corporation  of  which  he  is  an  officer,   director  and  majority
          shareholder.
</TABLE>

Rule 13d-3 under the Securities  Exchange Act of 1934 governs the  determination
of  beneficial  ownership of  securities.  That rule  provides that a beneficial
owner of a security includes any person who directly or indirectly has or shares
voting power and/or  investment power with respect to such security.  Rule 13d-3
also provides that a beneficial owner of a security  includes any person who has
the right to acquire  beneficial  ownership of such security  within sixty days,
including  through  the  exercise  of any  option,  warrant or  conversion  of a
security.  Any  securities  not  outstanding  which are subject to such options,
warrants or conversion  privileges are deemed to be outstanding  for the purpose
of computing the percentage of outstanding securities of the class owned by such
person.  Those  securities are not deemed to be  outstanding  for the purpose of
computing the  percentage  of the class owned by any other  person.  Included in

                                      -49-
<PAGE>

this table are only those  derivative  securities  with exercise prices that LSI
believes  have a reasonable  likelihood  of being "in the money" within the next
sixty days.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------------------------------------------------------

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

The Company entered into several employment agreements as of March 31, 2009. The
agreements  cover a five year term and provide for annual cash  compensation  as
described below:

            NAME                         POSITION            ANNUAL COMPENSATION
    -----------------------      ------------------------    -------------------
    Harvey Kaye                  CEO, President                  $225,000
    Matthew J. Cohen             COO, CFO                        $180,000
    Warren V. Blasland, Jr.      Executive Vice President        $180,000
    Jan Rowinski                 Executive Vice President        $180,000

During the year ended  December  31, 2009,  Mr.  Koock,  a director,  was issued
100,000 shares of restricted  common stock for his services as a director of the
Company. The shares had a value of $20,000 or $0.20 per share.

The Company has a liability to  stockholders  for  expenses  paid by them on the
Company's behalf. The liability has a balance of $10,400 as of December 31, 2010
and 2009,  respectively.  The unsecured liability is non-interest bearing and is
payable on demand.

On September  29, 2010,  an advance of $25,000 was received from Harvey Kaye, an
officer of the Company.  The unsecured liability is non-interest  bearing and is
payable on demand.

INTERESTS OF CERTAIN PERSONS IN THE ACQUISITION TRANSACTION

Edward F. Cowle and H. Deworth Williams, affiliates of the Company, who together
are  entitled  to receive a  $200,000  fee that is being  paid for  services  in
connection with the  acquisitions of GpsLatitude,  Trinity  Solutions,  Inc. and
Latitude  Clean Tech Group,  Inc.  The  services  are for  bringing  the parties
together, negotiating the transaction and for facilitating the acquisitions.

GPS LATITUDE

In July 2009 the Company  acquired a 50%  ownership  interest in 6709800  Canada
Inc.  ("GPS  Latitude"),  a  Canadian  Company.  The  Company  is  committed  to
contribute  unto GPS Latitude  40% of any funds raised from future  issuances of
equity or debt  securities  up to  $1,000,000.  The  balance  for amounts due to
(from)  affiliate for the periods ended December 31, 2010 and 2009 were $412,409
and ($96,065), respectively.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
-----------------------------------------------

GENERAL.  Mallah  Furman and Company,  P.A.  ("Mallah  Furman") is the Company's
principal  auditing  accountant  firm.  The  Company's  Board of  Directors  has
considered  whether  the  provisions  of  audit  services  are  compatible  with
maintaining  Mallah  Furman's  independence.  The engagement of our  independent
registered  public  accounting firm was approved by our Board of Directors prior
to the start of the audit of our consolidated  financial statements for the year
ended December 31, 2010.

The  following  table  represents  aggregate  fees billed to the Company for the
years  ended  December  31,  2010 and  December  31,  2009 by Mallah  Furman and
Company, P.A.

                                      -50-
<PAGE>
                                   Year Ended December 31,
                                  2010                2009
                            ---------------      --------------
Audit Fees                  $       72,387       $      12,000

Quarterly Review Fees       $       35,853       $      11,000

Tax Fees                    $        5,800       $           0

All Other Fees              $            0       $           0
                            ---------------      --------------
Total Fees                  $      114,040       $      23,000
                            ===============      ==============


All audit work was performed by the auditors' full time employees.


                                     PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES
-------------------------------------------------

<TABLE>
<CAPTION>
The  following  is a complete  list of exhibits  filed as part of this Form 10K.
Exhibit  number  corresponds  to the numbers in the Exhibit table of Item 601 of
Regulation S-K.

(a)     Audited financial statements for years ended December 31, 2010 and 2009

(b)     EXHIBIT NO.                                   DESCRIPTION
        -----------    -----------------------------------------------------------------------------------------------------

<S>     <C>            <C>
        2.1            Merger Agreement by and between GMMT, Inc. and Genex Biopharma, Inc.*
        3(i).1         Articles of Incorporation of GMMT, Inc. - Idaho*
        3(i).2         Certificate of Amendment to Articles of Incorporation of GMMT, Inc. - Nevada
                       changing name to Latitude Solutions, Inc. *
        3(i).3         Articles of Incorporation of Planetswater USA Holdings, Inc.*
        3(i).4         Certificate of Amendment to Articles of Incorporation of Planetswater USA Holdings,
                       Inc. changing name to Latitude Clean Tech Group, Inc.*
        3(i).5         Articles of Incorporation 6709800 Canada, Inc.*
        3(i).6         Articles of Organization of Latitude Energy Services, LLC ****
        3(ii).7        Bylaws of Latitude Solutions, Inc.*
        10.1           Employment Agreement, Harvey Kaye*
        10.2           Employment Agreement, Matthew J. Cohen*
        10.3           Employment Agreement, Warren V. Blasland, Jr.*
        10.4           Employment Agreement, Jan Rowinski*
        10.5           Employment Agreement, F. William Gilmore, President and Chief Technology Officer of
                       Latitude Clean Tech Group, Inc. **
        10.6           Agent Agreement, Crucible Enterprises, Ltd. ***
        10.7           Alliance Marketing Agreement, Bell Mobility, Inc.***
        10.8           Consulting Agreement, Laurino Consulting***
        10.9           Amendment to Consulting Agreement, Laurino Consulting***
        10.10          Strategic Alliance Agreement, Mississippi Band of Choctaw Indians d/b/a Chahta
                       Enterprises ***
        10.11          Operating Agreement of Latitude Energy Services, LLC ****
        21.1           List of Subsidiaries of Latitude Solutions, Inc. ****
        31.1           Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act ****



                                      -51-
<PAGE>

        31.2           Certification of Chief Financial Officer pursuant to Section 302 of the
                       Sarbanes-Oxley Act ****
        32.1           Certification of Principal Executive Officer pursuant to Section 906 of the
                       Sarbanes-Oxley Act ****
        32.2           Certification of Principal Accounting Officer pursuant to Section 906 of the
                       Sarbanes-Oxley Act ****
----------------- --------------

*Filed as an exhibit to the  Registration  Statement  on Form 10, filed with the
SEC on November 12, 2010.

**Filed as an exhibit to the Registration Statement on Form 10, Amendment No. 1,
filed with the SEC on January 14, 2011.

*** Filed as an exhibit to the Registration  Statement on Form 10, Amendment No.
2, filed with the SEC on February 11, 2011.

****Filed herewith.
</TABLE>


































                                      -52-

<PAGE>

                     LATITUDE SOLUTIONS, INC. & SUBSIDIARIES
                               (F/K/A GMMT, INC.)



                    Financial Statements for the Years Ended
                           December 31, 2010 and 2009
































                                      -53-
<PAGE>



                                TABLE OF CONTENTS









REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM              55

CONSOLIDATED FINANCIAL STATEMENTS

      Consolidated Balance Sheets                                    56

      Consolidated Statements of Operations                          57

      Consolidated Statement of Stockholders' Deficit                58-60

      Consolidated Statements of Cash Flows                          61

      Notes to Consolidated Financial Statements                     62-76




















                                      -54-

<PAGE>

            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            --------------------------------------------------------



To the Board of Directors and
Stockholders of Latitude Solutions, Inc. and Subsidiaries (f/k/a GMMT, Inc.)
(A Development Stage Company)

We have  audited  the  accompanying  consolidated  balance  sheets  of  Latitude
Solutions,  Inc.  and  Subsidiaries  (f/k/a  GMMT,  Inc.) (A  Development  Stage
Company)  (the  "Company")  as  of  December   31,2010  and  2009,  the  related
consolidated  statements  of  operations  and cash  flows  for the  years  ended
December 31, 2010 and 2009 and for the period from June 3, 1983  (inception)  to
December 31, 2010,  and the related  consolidated  statements  of  stockholders'
deficit for the period from June 3, 1983 (inception) to December 31, 2010. These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
consolidated financial statements are free of material misstatement. The Company
is not  required  to  have,  nor were we  engaged  to  perform,  an audit of its
internal control over financial reporting.  Our audits included consideration of
internal  control  over  financial  reporting  as a basis  for  designing  audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the  effectiveness  of the Company's  internal  control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the consolidated  financial statements,  assessing the accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of Latitude Solutions,
Inc. and  Subsidiaries  (f/k/a GMMT,  Inc.) (A Development  Stage Company) as of
December 31, 2010 and 2009, and the results of its operations and its cash flows
for the years ended  December  31, 2010 and 2009 and for the period from June 3,
1983 (inception) to December 31, 2010, in conformity with accounting  principles
generally accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
financial  statements,  the  Company's  lack of revenue,  continuing  losses and
dependence on outside  financing  raise  substantial  doubt about its ability to
continue  as a going  concern.  The  consolidated  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.


/s/ Mallah Furman

Fort Lauderdale, Florida
April 15, 2011










                                      -55-
<PAGE>
<TABLE>
<CAPTION>
                              LATITUDE SOLUTIONS, INC. & SUBSIDIARIES (F/K/A GMMT, INC.)
                                            (A Development Stage Company)
                                             Consolidated Balance Sheets


                                                        ASSETS

                                                                            December 31,            December 31,
                                                                               2010                     2009
                                                                       -----------------------  --------------------

CURRENT ASSETS

<S>                                                                    <C>                      <C>
      Cash                                                             $              216,200   $             2,133
                                                                       -----------------------  --------------------

           Total Current Assets                                                       216,200                 2,133
                                                                       -----------------------  --------------------

      Equity investment                                                             1,767,882               938,146
      Prepaid licensing fee, net                                                       93,333               100,000
      Property, plant and equipment, net                                              384,743                20,208
      Intangible assets, net                                                          207,267                     -
      Other assets                                                                    174,745                 4,423
                                                                       -----------------------  --------------------

           TOTAL ASSETS                                                $            2,844,170   $         1,064,910
                                                                       =======================  ====================


                                        LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

      Accounts payable and accrued expenses                            $              907,685   $           602,262
      Due to Investee                                                                 412,409                     -
      Related party payable                                                            35,400                10,400
      Convertible debt                                                              2,788,011               825,811
      Liability to issue stock                                                        198,065                39,576
                                                                       -----------------------  --------------------

           Total Current Liabilities                                                4,341,570             1,478,049
                                                                       -----------------------  --------------------

STOCKHOLDERS' DEFICIT

      Common stock, $0.001 par value, 100,000,000
         shares authorized, 28,710,656 and 21,887,814
         shares issued and outstanding, respectively                                   28,711                21,888
      Additional paid-in capital                                                    8,989,196             2,397,940
      Deficit accumulated during the development stage                            (10,506,523)           (2,749,775)
      Due from investee                                                                     -               (96,065)
      Accumulated other comprehensive (loss) income                                    (8,784)               12,873
                                                                       -----------------------  --------------------

           Total Stockholders' Deficit                                             (1,497,400)             (413,139)
                                                                       -----------------------  --------------------
           TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                 $            2,844,170   $         1,064,910
                                                                       =======================  ====================

</TABLE>







          See accompanying notes to consolidated financial statements.

                                      -56-

<PAGE>
<TABLE>
<CAPTION>
                              LATITUDE SOLUTIONS, INC. & SUBSIDIARIES (F/K/A GMMT, INC.)
                                             (A Development Stage Company)
                                         Consolidated Statements of Operations

                                                                                                   From Inception
                                                                                                     on June 3,
                                                                                                    1983 Through
                                                             For the Years Ended                    December 31,
                                                                 December 31,                           2010
                                                     -----------------------------------------   --------------------
                                                             2010                  2009
                                                     --------------------  -------------------   --------------------
<S>                                                  <C>                   <C>                   <C>
REVENUES                                              $                -    $               -     $                -
                                                     --------------------  -------------------   --------------------

EXPENSES

     Legal and accounting expense                                192,106               53,282                334,096
     Consulting fees                                           1,729,462              878,393              2,660,355
     Rent expense                                                 69,048               57,341                148,389
     Salaries expense                                            762,790               20,988                821,778
     Travel expense                                              251,301              141,601                435,330
     General and administrative                                  772,637               89,239                877,227
                                                     --------------------  -------------------   --------------------

        Total Expenses                                         3,777,344            1,240,844              5,277,175
                                                     --------------------  -------------------   --------------------

LOSS FROM OPERATIONS                                          (3,777,344)          (1,240,844)            (5,277,175)

OTHER EXPENSES
     Acquisition expense                                               -              350,000                350,000
     Finance costs pursuant to debt issuance                   3,554,150              825,811              4,379,961
     Interest expense                                            120,886               24,405                145,291
     Equity in losses of investee                                304,368               49,728                354,096
                                                     --------------------  -------------------   --------------------

        Total Other Expenses                                   3,979,404            1,249,944              5,229,348
                                                     --------------------  -------------------   --------------------

LOSS BEFORE INCOME TAXES                                      (7,756,748)          (2,490,788)           (10,506,523)

INCOME TAXES                                                           -                    -                      -
                                                     --------------------  -------------------   --------------------

NET LOSS                                             $        (7,756,748)  $       (2,490,788)   $       (10,506,523)
                                                     ====================  ===================   ====================

LOSS PER SHARE - BASIC AND DILUTED                   $             (0.33)  $            (1.06)
                                                     ====================  ===================

WEIGHTED AVERAGE
  OUTSTANDING SHARES
  BASIC AND DILUTED                                           23,415,247            2,342,017
                                                     ====================  ===================

</TABLE>



          See accompanying notes to consolidated financial statements.

                                      -57-
<PAGE>
<TABLE>
<CAPTION>
                                     LATITUDE SOLUTIONS, INC. & SUBSIDIARIES (F/K/A GMMT, INC.)
                                                    (A Development Stage Company)
                                          Consolidated Statements of Stockholders' Deficit


                                                                                                           Accumulated
                                                                                      Deficit                 Other
                                                                                    Accumulated              Compre-
                                                     Common Stock       Additional  During the       Due     hensive       Total
                                                ----------------------   Paid-In    Development     From      (Loss)   Stockholders'
                                                   Shares     Amount     Capital       Stage       Investee   Income      Deficit
                                                -----------  --------- ----------- -------------- --------- ----------  ------------
<S>                                             <C>          <C>        <C>        <C>            <C>       <C>          <C>
Balance at inception on
  June 3, 1983                                           -   $      -   $       -  $           -  $      -  $       -    $        -

Common shares issued to
  founders for services                            421,643        422       9,358              -         -          -         9,780

Net loss for the period from
  inception on June 3, 1984
  through December 31, 2004                              -          -           -         (9,780)        -          -        (9,780)
                                                -----------  --------- ----------- -------------- --------- ----------  ------------

Balance, December 31, 2004                         421,643        422       9,358         (9,780)        -          -             -

Services contributed and
  expenses paid by shareholder                           -          -       7,500              -         -          -         7,500

Net loss for the year ended
  December 31, 2005                                      -          -           -        (11,700)        -          -       (11,700)
                                                -----------  --------- ----------- -------------- --------- ----------  ------------

Balance, December 31, 2005                         421,643        422      16,858        (21,480)        -          -        (4,200)

Services contributed by
  shareholders                                           -          -       5,000              -         -          -         5,000

Net loss for the year ended
  December 31, 2006                                      -          -           -         (7,500)        -          -        (7,500)
                                                -----------  --------- ----------- -------------- --------- ----------  ------------

Balance, December 31, 2006                         421,643        422      21,858        (28,980)        -          -        (6,700)

Services contributed by
  shareholders                                           -          -       3,600              -         -          -         3,600

Net loss for the year ended
  ended December 31, 2007                                -          -           -         (7,300)        -          -        (7,300)
                                                -----------  --------- ----------- -------------- --------- ----------  ------------

Balance, December 31, 2007                         421,643        422      25,458        (36,280)                           (10,400)

Common stock issued for
  cash at 0.20  per share                           45,322         45     210,205              -         -          -       210,250

Net loss for the year ended
  December 31, 2008                                      -          -           -       (222,707)        -          -      (222,707)
                                                -----------  --------- ----------- -------------- --------- ----------  ------------

Balance, December 31, 2008                         466,965        467     235,663       (258,987)        -          -       (22,857)


                                                                                                                ....(CONTINUED)


                                      -58-

<PAGE>

                                     LATITUDE SOLUTIONS, INC. & SUBSIDIARIES (F/K/A GMMT, INC.)
                                                    (A Development Stage Company)
                                          Consolidated Statements of Stockholders' Deficit
                                                           (CONTINUED)

                                                                                                           Accumulated
                                                                                      Deficit                 Other
                                                                                    Accumulated              Compre-
                                                     Common Stock       Additional  During the       Due     hensive       Total
                                                ----------------------   Paid-In    Development     From      (Loss)   Stockholders'
                                                   Shares     Amount     Capital       Stage       Investee   Income      Deficit
                                                -----------  --------- ----------- -------------- --------- ----------  ------------
Common stock issued for
  cash at $.20 per share                            33,088         33     153,468              -         -          -       153,501

Value of beneficial conversion
  feature and warrants issued in
  connection with convertible debt                       -          -     516,090              -         -          -       516,090

Issuance of common stock for
  professional fees at $ .20 per share             786,500        787     156,514              -         -          -       157,301

Issuance of common stock as
  prepaid licensing fee at $.20 per share          500,000        500      99,500              -         -          -       100,000

Issuance of common stock in
  connection with merger with
  Latitude Solutions, Inc.                      14,625,000     14,625     (12,963)             -         -          -         1,662

Issuance of common stock in
  connection with acquistion
  of investee at $ .20 per share                4,875,000       4,875     970,125              -         -          -       975,000

Issuance of common stock pursuant to
  bonus shares issued in connection
  with convertible debt                            601,261        601     279,543              -         -          -       280,144

Net loss for the year ended
  December 31, 2009                                      -          -           -     (2,490,788)        -          -    (2,490,788)

Due from investee for the year ended
  December 31, 2009                                      -          -           -              -   (96,065)         -       (96,065)

Other comprehensive income for the
  year ended December 31, 2009                           -          -           -              -         -     12,873        12,873
                                                -----------  --------- ----------- -------------- --------- ----------  ------------

Balance, December 31, 2009                      21,887,814     21,888   2,397,940     (2,749,775)  (96,065)    12,873      (413,139)



                                                                                                                ....(CONTINUED)


                                      -59-

<PAGE>

                                     LATITUDE SOLUTIONS, INC. & SUBSIDIARIES (F/K/A GMMT, INC.)
                                                    (A Development Stage Company)
                                          Consolidated Statements of Stockholders' Deficit
                                                           (CONTINUED)

                                                                                                           Accumulated
                                                                                      Deficit                 Other
                                                                                    Accumulated              Compre-
                                                     Common Stock       Additional  During the       Due     hensive       Total
                                                ----------------------   Paid-In    Development     From      (Loss)   Stockholders'
                                                   Shares     Amount     Capital       Stage       Investee   Income      Deficit
                                                -----------  --------- ----------- -------------- --------- ----------  ------------

Issuance of common stock for
 professional fees at $ .20 per share            1,637,882      1,638     325,938              -         -          -       327,576

Issuance of common stock pursuant to
 agreement with third party at $.20 per share      600,000        600     119,400              -         -          -       120,000

Issuance of common stock pursuant to
 bonus shares issued in connection
 with convertible debt at $.14 per share         2,925,000      2,925     407,674              -         -          -       410,599

Issuance of common stock pursuant to
 conversion shares issued in connection
 with convertible debt at $1.00 per share        1,659,960      1,660   1,658,300              -         -          -     1,659,960

Value of beneficial conversion
 feature and warrants issued in
 connection with debt                                    -          -   3,043,455              -         -          -     3,043,455

Issuance of warrants for professional fees               -          -   1,036,489              -         -          -     1,036,489

Other comprehensive loss for the
 period ended December 31, 2010                          -          -           -              -         -    (21,657)      (21,657)

Net loss for the year ended
December 31, 2010                                        -          -           -     (7,756,748)        -          -    (7,756,748)

Offset by accrual of amounts owed to investee            -          -           -              -    96,065          -        96,065

                                                -----------  --------- ----------- -------------- --------- ----------  ------------
                                                28,710,656   $ 28,711  $8,989,196  $ (10,506,523) $      -  $ ( 8,784)  $(1,497,400)
                                                ===========  ========= =========== ============== ========= ==========  ============

</TABLE>

















         See accompanying notes to consolidated financial statements.

                                      -60-
<PAGE>
<TABLE>
<CAPTION>
                                LATITUDE SOLUTIONS INC. & SUBSIDIARIES (F/K/A GMMT, INC.)
                                              (A Development Stage Company)
                                          Consolidated Statements of Cash Flows

                                                                                                        From Inception
                                                                                                          on June 3,
                                                                                                         1983 Through
                                                                For the Years Ended December 31,          December 31,
                                                                    2010                 2009                 2010
                                                             ------------------   ------------------   -----------------
<S>                                                          <C>                  <C>                  <C>
OPERATING ACTIVITIES

     Net loss                                                $      (7,756,748)   $      (2,490,788)   $    (10,506,523)
     Adjustments to reconcile net loss to
       net cash used by operating activities:
          Services contributed by
            shareholders                                                     -                    -              16,100
          Financing costs                                            3,554,150              825,811           4,379,961
          Common stock issued or to be
            issued for services                                        385,970              167,299             563,049
          Warrants issued for services                               1,036,489                    -           1,036,489
          Depreciation and amortization expense                         28,134                  773              28,907
          Equity in losses of investee                                 304,368               49,728             354,096
          Changes in operating assets and liabilities:
          Increase in other assets                                    (170,322)              (4,423)           (174,745)
          Increase in accounts
            payable and accrued expenses                               383,041              588,948             985,303

                                                             ------------------   ------------------   -----------------
               Net Cash Used by Operating Acitvities                (2,234,918)            (862,652)         (3,317,363)
                                                             ------------------   ------------------   -----------------


 INVESTING ACTIVITIES
          Capital contributions to investee                           (155,760)                   -            (155,760)
          Purchase of plant and equipment                             (373,879)             (20,981)           (394,860)
          Purchase of intangible asset                                (102,000)                   -            (102,000)
          Increase in due to investee                                 (491,526)             (96,065)           (587,591)

                                                             ------------------   ------------------   -----------------
               Net Cash Used by Investing Activities                (1,123,165)            (117,046)         (1,240,211)
                                                             ------------------   ------------------   -----------------


 FINANCING ACTIVITIES

          Proceeds from related party payable                           25,000                    -              35,400
          Proceeds from convertible debt                             3,552,150              825,811           4,377,961
          Repayments of convertible debt                                (5,000)                   -              (5,000)
          Sale of common stock                                               -              155,163             365,413

                                                             ------------------   ------------------   -----------------
               Net Cash Provided by Financing Activities             3,572,150              980,974           4,773,774
                                                             ------------------   ------------------   -----------------


          NET INCREASE IN CASH                                         214,067                1,276             216,200

          CASH AT BEGINNING OF YEAR                                      2,133                  857                   -
                                                             ------------------   ------------------   -----------------


          CASH AT END OF YEAR                                $         216,200    $           2,133    $        216,200
                                                             ==================   ==================   =================

</TABLE>

         See accompanying notes to consolidated financial statements.

                                      -61-

<PAGE>

            LATITUDE SOLUTIONS, INC. & SUBSIDIARIES (FKA GMMT, INC.)
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                           December 31, 2010 and 2009


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------------------------

     BUSINESS AND ORGANIZATION

     Latitude  Solutions,  Inc.  (FKA  GMMT,  INC) ("the  Company")  is a Nevada
     Corporation  incorporated  on June 3, 1983.  The  Company is a  development
     stage  company  which has  devoted  most of its efforts in  establishing  a
     business plan and seeking viable business opportunities.

     On July 14, 2009,  the Company  exchanged a majority of its' shares for all
     the outstanding shares of GMMT Merger, Inc., a company controlled by common
     stockholders.  As a result of the exchange,  the Company acquired companies
     owned by GMMT Merger, Inc. ("Trinity  Solutions,  Inc." and "Latitude Clean
     Tech  Group,   Inc."),  that  conduct  businesses  in  wireless  live-video
     technology and contaminated water remediation.

     BASIS OF PRESENTATION

     The accompanying  consolidated  interim  financial  statements  include the
     accounts of Latitude  Solutions,  Inc. and its wholly  owned  subsidiaries,
     Latitude Clean Tech Group,  Inc, Trinity  Solutions,  Inc. and GMMT Merger,
     Inc.   (collectively   the  "Company").   All  intercompany   balances  and
     transactions have been eliminated in consolidation.

     CASH AND CASH EQUIVALENTS

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

     PROPERTY AND EQUIPMENT

     Property and equipment is recorded at cost. Depreciation is provided for on
     the  straight  line method over the  estimated  useful lives of the related
     assets as follows:

                Furniture and fixtures           5 to 7 years
                Computer equipment               5 years
                Equipment                        5 to 7 years
                Software                         3 to 5 years

     The cost of  maintenance  and  repairs  is charged to expense in the period
     incurred.  Expenditures  that  increase  the  useful  lives of  assets  are
     capitalized and depreciated  over the remaining useful lives of the assets.
     When  items  are  retired  or  disposed   of,  the  cost  and   accumulated
     depreciation are removed from the accounts and any gain or loss is included
     in income.

                                      -62-
<PAGE>
            LATITUDE SOLUTIONS, INC. & SUBSIDIARIES (FKA GMMT, INC.)
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                           December 31, 2010 and 2009


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
--------------------------------------------------------------------------------

     INTANGIBLE ASSETS

     In accordance with FASB ASC 350-25, "INTANGIBLES - GOODWILL AND OTHER", the
     Company  acquired a patent that is being  amortized over its useful life of
     fifteen  years.  The Company  purchased the patent  through the issuance of
     600,000  shares of common  stock with a fair value of  $120,000  and a cash
     payment of $100,000.  Additionally,  the Company capitalized patent fees of
     $2,000. The Company's balance of intangible assets on the balance sheet net
     of  accumulated  amortization  was $207,267 and $0 at December 31, 2010 and
     2009,  respectively.  Amortization expense related to the intangible assets
     was  $14,733  and $0 for the  years  ended  December  31,  2010  and  2009,
     respectively.   Amortization  expenses  related  to  intangible  assets  is
     expected to be approximately $14,800 each year for 2011 through 2015.

     LONG-LIVED ASSETS

     The Company's  long-lived  assets are reviewed for impairment in accordance
     with the guidance of the FASB ASC 360-10, "PROPERTY, PLANT, AND EQUIPMENT",
     whenever  events or changes in  circumstances  indicate  that the  carrying
     amount of the asset may not be recoverable.  Recoverability  of an asset to
     be held and used is measured by a comparison  of the carrying  amount of an
     asset to the future undiscounted cash flows expected to be generated by the
     asset.  If such asset is  considered to be impaired,  the  impairment to be
     recognized  is measured by the amount by which the  carrying  amount of the
     asset exceeds its fair value.  Through  December 31, 2010,  the Company had
     not experienced impairment losses on its long-lived assets.

     EQUITY INVESTMENTS

     The Company follows ASC 323-10, "INVESTMENTS" to account for investments in
     entities  in which  the  Company  has a 20% to 50%  interest  or  otherwise
     exercises  significant  influence.  These  investments are carried at cost,
     adjusted for the Company's proportionate share of undistributed earnings or
     losses of Investee.

     DEVELOPMENT STAGE COMPANY

     The  Company is a  development  stage  company  as  defined by ASC  915-10,
     "DEVELOPMENT  STAGE ENTITIES." All losses  accumulated since inception have
     been considered as part of the Company's development stage activities.

     REVENUE RECOGNITION AND COST OF REVENUES

     Machinery and royalty  revenues will be recognized  when there is pervasive
     evidence of the arrangement,  delivery has occurred, the price is fixed and
     determinable and collectability is reasonably assured.

     Licensing  and  other  services  will  include   revenues  from  technology
     licensing  and  maintenance  services.   These  services  are  provided  to
     customers  ongoing  and will be billed up front on a monthly  or  quarterly
     basis and recognized as revenue equally

                                      -63-
<PAGE>
            LATITUDE SOLUTIONS, INC. & SUBSIDIARIES (FKA GMMT, INC.)
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                           December 31, 2010 and 2009

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
--------------------------------------------------------------------------------

     REVENUE RECOGNITION AND COST OF REVENUES (CONTINUED)

     during the term of the arrangement in accordance with ASC 605-25, "MULTIPLE
     ELEMENT ARRANGEMENTS". Since inception, no revenue has been generated.

     Costs of  revenues  for the  Company  will  consist  primarily  of costs to
     purchase  machinery  and  equipment  and the  shipping  costs  necessary to
     distribute products to customers.

     NET LOSS PER SHARE

     The Company  follows ASC 260-10,  "EARNINGS PER SHARE" in  calculating  the
     basic and diluted loss per share. The Company computes basic loss per share
     by dividing net loss and net loss  attributable  to common  shareholders by
     the weighted average number of common shares outstanding.  Diluted loss per
     share  considers  the  effect of common  equivalent  shares.  There were no
     common share equivalents at December 30, 2010 and 2009.

     USE OF ESTIMATES

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and the  reported  amounts of revenues  and expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.

     INCOME TAXES

     Income  taxes are  accounted  for under the asset and  liability  method as
     stipulated by ASC 740,  "ACCOUNTING FOR INCOME TAXES".  Deferred tax assets
     and liabilities are recognized for the future tax consequences attributable
     to differences between the financial statement carrying amounts of existing
     assets and  liabilities  and their  respective tax bases and operating loss
     and tax credit  carry  forwards.  Deferred tax assets and  liabilities  are
     measured using enacted tax rates expected to apply to taxable income in the
     years in which those temporary  differences are expected to be recovered or
     settled.  Under ASC 740, the effect on deferred tax assets and  liabilities
     or a change in tax rate is recognized in income in the period that includes
     the enactment date. Deferred tax assets are reduced to estimated amounts to
     be realized by the use of the valuation allowance. A valuation allowance is
     applied  when in  management's  view it is more  likely than not (50%) that
     such deferred tax will not be utilized.

     Effective January 1, 2009, the Company adopted certain provisions under ASC
     740,  which provide  interpretative  guidance for the  financial  statement
     recognition and measurement of a tax position taken or expected to be taken
     in a tax return. Effective with the Company's adoption of these provisions,
     interest  related to the  unrecognized  tax benefits is  recognized  in the
     financial statements as a component of income taxes.

                                      -64-
<PAGE>
            LATITUDE SOLUTIONS, INC. & SUBSIDIARIES (FKA GMMT, INC.)
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                           December 31, 2010 and 2009

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
--------------------------------------------------------------------------------

     INCOME TAXES (CONTINUED)

     The adoption of ASC 740 did not have an impact on the  Company's  financial
     position and results of operations.

     In the unlikely  event that an uncertain  tax position  exists in which the
     Company could incur income taxes,  the Company would evaluate whether there
     is a probability  that the uncertain tax position  taken would be sustained
     upon  examination  by the taxing  authorities.  Reserve for  uncertain  tax
     positions  would then be recorded if the Company  determined it is probable
     that a position would be sustained  upon  examination or if a payment would
     have  to be  made to a  taxing  authority  and  the  amount  is  reasonably
     estimable. As of December 31, 2010, the Company does not believe it has any
     uncertain tax positions that would result in the Company having a liability
     to the  taxing  authorities.  The  Company's  tax  returns  are  subject to
     examination  by the federal and state tax  authorities  for the years ended
     2007 through 2010.

     FINANCIAL INSTRUMENTS

     The Company adopted the provisions of ASC 820, "FAIR VALUE MEASUREMENTS AND
     DISCLOSURES",  effective  January  1, 2008.  ASC 820  defines  fair  value,
     establishes a framework for measuring fair value under  generally  accepted
     accounting   principles   and   enhances   disclosures   about  fair  value
     measurements.

     Fair value is defined as the price that would be  received to sell an asset
     or paid to transfer a liability in an orderly  transaction  between  market
     participants at the measurement date.  Valuation techniques used to measure
     fair value,  as required by ASC 820,  must  maximize the use of  observable
     inputs and minimize the use of unobservable inputs.

     The  standard  describes a fair value  hierarchy  based on three  levels of
     inputs,  of which  the  first two are  considered  observable  and the last
     unobservable,  that  may be used  to  measure  fair  value.  The  Company's
     assessment  of the  significance  of a  particular  input to the fair value
     measurements requires judgment,  and may affect the valuation of the assets
     and liabilities  being measured and their  placement  within the fair value
     hierarchy.

     o    Level 1 - Quoted  prices in active  markets  for  identical  assets or
          liabilities.

     o    Level 2 -  Inputs  other  than  Level 1 that  are  observable,  either
          directly or  indirectly,  such as quoted prices for similar  assets or
          liabilities;  quoted  prices in markets that are not active;  or other
          inputs that are observable or can be corroborated by observable market
          data for substantially the full term of the assets or liabilities.

     o    Level 3 -  Unobservable  inputs  that are  supported  by  little or no
          market  activity  and that are  significant  to the fair  value of the
          assets or liabilities.

                                      -65-
<PAGE>
            LATITUDE SOLUTIONS, INC. & SUBSIDIARIES (FKA GMMT, INC.)
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                           December 31, 2010 and 2009


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
--------------------------------------------------------------------------------

     COMPREHENSIVE INCOME

     ASC 220, "COMPREHENSIVE INCOME" establishes standards for the reporting and
     display  of  comprehensive  income  and  its  components  in the  financial
     statements.  As of December  31,  2010,  the  Company's  accumulated  other
     comprehensive loss of approximately  $8,800 is comprised of the accumulated
     foreign currency  translation  adjustments  related to the Company's equity
     investment.

     ACCOUNTING FOR STOCK-BASED COMPENSATION

     The  Company  applies  the  fair  value  method  of ASC 718,  "SHARE  BASED
     PAYMENT",  in accounting  for its stock based  compensation.  This standard
     states  that  compensation  cost is measured at the grant date based on the
     value of the award and is  recognized  over the  service  period,  which is
     usually  the  vesting  period.  As the  Company  does not have  sufficient,
     reliable and readily  determinable values relating to its common stock, the
     Company has used the stock value  pursuant to its most recent sale of stock
     for purposes of valuing stock based compensation.

     COMMON STOCK PURCHASE WARRANTS

     The Company  accounts for common stock  purchase  warrants at fair value in
     accordance  with ASC 815-40  "DERIVATIVES  AND HEDGING." The  Black-Scholes
     option  pricing  valuation  method is used to determine fair value of these
     warrants consistent with ASC 718, "SHARE BASED PAYMENT." Use of this method
     requires  that the Company make  assumptions  regarding  stock  volatility,
     dividend  yields,  expected  term of the  warrants and  risk-free  interest
     rates.

     The Company  accounts for  transactions  in which  services are received in
     exchange for equity  instruments  based on the fair value of such  services
     received from  non-employees,  in accordance  with ASC 505-50 "EQUITY BASED
     PAYMENTS TO NON-EMPLOYEES."


NOTE 2- GOING CONCERN
---------------------

     The financial  statements have been prepared on a going concern basis,  and
     do not reflect any adjustments  related to the uncertainty  surrounding our
     recurring losses or accumulated deficit.

     The Company currently has no revenue source and is incurring losses.  These
     factors  raise  substantial  doubt about our ability to continue as a going
     concern.  Management plans to finance the Company's  operations through the
     issuance of equity and debt securities.  However, management cannot provide
     any assurances that the Company will be successful in accomplishing  any of
     its plans.

                                      -66-
<PAGE>
            LATITUDE SOLUTIONS, INC. & SUBSIDIARIES (FKA GMMT, INC.)
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                           December 31, 2010 and 2009


NOTE 2- GOING CONCERN (CONTINUED)
---------------------------------

     The ability of the Company to continue as a going concern is dependent upon
     its ability to successfully accomplish the plans described in the preceding
     paragraph  and  eventually  secure other  sources of  financing  and attain
     profitable operations. The accompanying financial statements do not include
     any  adjustments  that  might be  necessary  if the  Company  is  unable to
     continue as a going concern.

NOTE 3- ACQUISITION
-------------------

     As stated on Note 1, the Company acquired GMMT Merger, Inc. through a stock
     exchange on July 14, 2009. In connection with the acquisition,  the Company
     issued  14,625,000 shares of its' stock in exchange for all the outstanding
     shares of GMMT  Merger,  Inc.  This  acquisition  was  consummated  amongst
     commonly  controlled  entities,  as a result,  all assets  and  liabilities
     acquired,  which were insignificant,  were recorded by the Company at their
     historical cost.


NOTE 4 - EQUITY INVESTMENT
--------------------------

     In July 2009 the  Company  acquired  a 50%  ownership  interest  in 6709800
     Canada Inc.  ("GPS  Latitude"),  a Canadian  Company.  The remaining 50% is
     owned by four  Canadian  citizens and a Canadian  corporation.  The Company
     accounts for this  investment  under the equity method of  accounting.  GPS
     Latitude  is engaged in  providing  unique  wireless  live-video  streaming
     technology and processes in Canada.

     The initial  investment  was valued at  $975,000  based on the value of the
     4,800,000  shares  of  stock  issued  upon  acquisition.  For  purposes  of
     determining the fair value of the  consideration  paid for this investment,
     the  Company  used $ .20 per share  since  that was the most  recent  price
     received during 2009 for shares privately placed with investors. During the
     period,  the Company recorded its proportionate  share of the losses of the
     investee through December 31, 2010.

     The Company is committed to  contribute  unto GPS Latitude 40% of any funds
     raised from future issuances of equity or debt securities up to $1,000,000.
     The balance for  amounts due to (from) this  affiliate  for the years ended
     December 31, 2010 and 2009 were $412,409 and ($96,065), respectively.


                                      -67-
<PAGE>
            LATITUDE SOLUTIONS, INC. & SUBSIDIARIES (FKA GMMT, INC.)
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                           December 31, 2010 and 2009


NOTE 4 - EQUITY INVESTMENT (CONTINUED)
--------------------------------------

     The  Company has  calculated  the  components  of the  Investment  to be as
     follows:


        Goodwill                                                   1,050,781
        Net Liabilities assumed at January 31, 2009                  (75,781)
                                                               --------------
                                                                     975,000
        Contributed Capital, including $412,409 not
        paid as of December 31, 2010                               1,155,759

        Estimated proportionate share in losses of
        investee, including a foreign currency
        translation of $8,784                                       (362,877)
                                                              ---------------

        Book value                                            $    1,767,882
                                                              ===============

     GPSLatitude  has a  fiscal  year  end  of  January  31.  The  following  is
     summarized  unaudited financial  information of GPS Latitude as of December
     31, 2010 and for the eleven month period then ended:


                                                December 31, 2010
                                               -------------------

           Balance Sheet:
              Reimbursable R&D                 $          178,504
              Other current assets                        140,451
              Noncurrent assets                             4,851
              Current liabilities                        (373,896)
              Noncurrent liabilities                     (273,635)
                                               -------------------
           Total Stockholders' Deficit         $        ( 323,725)
                                               ===================


           Operating Results
             Loss from operations              $        ( 742,459)
             Revenue                                      199,968
             Interest Expense                             (24,054)
                                               -------------------
             Net loss                                    (566,545)
                                               -------------------
             Loss on Foreign Exchange                     (17,568)
                                               -------------------
             Comprehensive Loss                $        ( 584,113)
                                               ===================

     GPS Latitude's  functional  currency is the Canadian  Dollar.  GPS Latitude
     accounts for currency  translation in accordance with ASC 830-10,  "FOREIGN
     CURRENCY  MATTERS."  Income  and  expenses  related to its  operations  are
     translated at weighted average  exchange rates during the year.  Assets and
     liabilities  are translated to US dollars at the exchange rate in effect at
     the balance sheet date.

                                      -68-
<PAGE>
            LATITUDE SOLUTIONS, INC. & SUBSIDIARIES (FKA GMMT, INC.)
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                           December 31, 2010 and 2009

NOTE 5 - PREPAID LICENSING FEE
------------------------------

     Prepaid  licensing  fee  represents  the  unamortized  costs for the use of
     certain technology related to water remediation.  In consideration for this
     technology,  the Company  issued 500,000 shares of it's common stock valued
     at $ .20 per share during December 2009. This amount will be amortized over
     the term of the  licensing  agreement,  which is 15  years.  The  Company's
     balance of prepaid  licensing fee on the balance sheet,  net of accumulated
     amortization,  was  $93,333 and  $100,000  at  December  31, 2010 and 2009,
     respectively.  Amortization  expense  related to the  intangible  asset was
     $6,667 and $0 for the years ended December 31, 2010 and 2009, respectively.

NOTE 6 - PROPERTY, PLANT AND EQUIPMENT
--------------------------------------

     At December  31, 2010 and 2009,  property  and  equipment  consisted of the
     following:


                                                   2010                2009
                                              --------------      --------------

           Equipment                          $      35,752       $      17,695
           Furniture and fixtures                    11,421               3,286
           Plants under construction                345,076                   -
                                              --------------      --------------
                                                    392,249              20,981
           Less accumulated Depreciation              7,506                 773
                                              --------------      --------------
                                              $     384,743       $      20,208
                                              ==============      ==============

     Plants under construction represent  electro-coagulation  units in assembly
     at the Company's contracted  manufacturer in Colorado.  These machines will
     either be utilized as demonstration  units or leased to potential customers
     in 2011.

     Depreciation  expense  for the years ended  December  31, 2010 and 2009 was
     $6,733 and $773, respectively.


NOTE 7 - RELATED PARTY TRANSACTIONS AND BALANCES
------------------------------------------------

     The Company has a liability to  stockholders  for expenses  paid by them on
     the Company's  behalf and advances  received by the Company.  The liability
     has a balance of $35,400  and  $10,400 as of  December  31,  2010 and 2009,
     respectively. These amounts are non-interest bearing and payable on demand.



                                      -69-

<PAGE>
            LATITUDE SOLUTIONS, INC. & SUBSIDIARIES (FKA GMMT, INC.)
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                           December 31, 2010 and 2009


NOTE 8 - CONVERTIBLE DEBT
-------------------------

     At December 31, 2010 and 2009,  the Company had  convertible  notes payable
     outstanding of $2,788,011  and $825,811,  respectively.  These  convertible
     notes mature at various times within six months from date of issuance, have
     an interest  rate of 7% and include a beneficial  conversion  feature which
     allows the holder to convert  the notes into common  stock at a  conversion
     price of $1.00 per share. In connection with these  convertible  notes, the
     Company  issued  warrants  expiring five years from date of issuance  which
     allow the holders to purchase shares of common stock at $1.25 per share and
     issued a share of common stock for every dollar borrowed.

     At December  31, 2010 and 2009,  the Company had a liability to issue stock
     of $198,065 and $39,576,  respectively. The balance at December 31, 2010 is
     comprised  of $129,671 of bonus  shares to be issued in 2011 and $68,394 of
     stock to be issued for legal and consulting  services rendered in 2010. The
     balance at December 31, 2009 is comprised of $29,576 of bonus shares issued
     in 2010 and $10,000 of consulting services rendered in 2009.

     As of December  31, 2010,  $705,061 of the  outstanding  convertible  notes
     payable have reached  their  maturity  date and $479,800 of this amount has
     been converted to stock subsequent to December 31, 2010.

     Convertible  debt  with  beneficial   conversion   features,   whereby  the
     conversion  feature is "in the money," is accounted for in accordance  with
     guidelines  established  by ASC  470-20,  "DEBT WITH  CONVERSION  AND OTHER
     OPTIONS." The relative fair value of the beneficial  conversion feature and
     other embedded  features are  individually  valued at fair market value and
     are either expensed or amortized over the term of the related  instruments.
     Since the holders  are fully  vested with  respect to these  features,  the
     Company  has  recognized  the  respective  values of these  features up the
     proceeds  received  as  financing  costs  and  not  as a  discount  in  the
     accompanying financial statements.

NOTE 9 - STOCKHOLDERS' DEFICIT
------------------------------

     REVERSE STOCK SPLIT

     On March 24, 2009, the Company declared a reverse stock split of the common
     stock.  The formula  provided  that every  23.1975  issued and  outstanding
     shares of common stock of the Company be automatically reverse split into 1
     share of common stock. Any resulting share ownership interest of fractional
     shares  was  rounded  up to the  first  integer  in such a manner  that all
     rounding  was done to the next single  share.  The reverse  stock split was
     effective July 9, 2009 for holders of record as of that date. All stock and
     warrant  numbers  have been  restated  to give  retroactive  effect to this
     reverse stock split. All per share disclosures retroactively reflect shares
     outstanding  or issuable as though the reverse  stock split had occurred on
     January 1, 2009.

     COMMON STOCK

     The  Company  issued  1,637,882  shares of the  Company's  common  stock to
     various individuals and entities during the year ended December 31, 2010 in
     consideration for professional services.

                                      -70-
<PAGE>
            LATITUDE SOLUTIONS, INC. & SUBSIDIARIES (FKA GMMT, INC.)
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                           December 31, 2010 and 2009

NOTE 9 - STOCKHOLDERS' DEFICIT (CONTINUED)
------------------------------------------

     The Company  issued  600,000  shares of the  Company's  common  stock to an
     entity pursuant to an agreement to purchase intellectual property.

     On  January  12,  2010,  the  Company's  board of  directors  approved  the
     resolution  authorizing  the  issuance of 223,850  shares of the  Company's
     authorized  common  stock  to  individuals  pursuant  to  the  issuance  of
     additional convertible debt.

     On April 23, 2010, the Company's board of directors approved the resolution
     authorizing  the issuance of 1,016,291  shares of the Company's  authorized
     common  stock  to  individuals  pursuant  to  the  issuance  of  additional
     convertible  debt as well as shares  issued  pursuant to the  conversion of
     outstanding  notes.  In  consideration  for the  conversion  of  notes,  an
     additional 234,190 warrants were issued.

     On August 4, 2010, the Company's board of directors approved the resolution
     authorizing  the issuance of 2,047,922  shares of the Company's  authorized
     common  stock  to  individuals  pursuant  to  the  issuance  of  additional
     convertible  debt as well as shares  issued  pursuant to the  conversion of
     outstanding  notes.  In  consideration  for the conversion of the notes, an
     additional 986,622 warrants were issued.

     On  September  28, 2010,  the  Company's  board of  directors  approved the
     resolution  authorizing  the  issuance of 453,013  shares of the  Company's
     authorized  common  stock  to  individuals  pursuant  to  the  issuance  of
     additional  convertible  debt as  well as  shares  issued  pursuant  to the
     conversion of outstanding notes. In consideration for the conversion of the
     notes at this time, an additional 140,513 warrants were issued.

     On  December  1,  2010,  the  Company's  board of  directors  approved  the
     resolution  authorizing  the  issuance of 894,351  shares of the  Company's
     authorized  common  stock  to  individuals  pursuant  to  the  issuance  of
     additional  convertible  debt as  well as  shares  issued  pursuant  to the
     conversion of outstanding notes. In consideration for the conversion of the
     notes at this time, an additional 311,101 warrants were issued.

NOTE 10 - STOCK PURCHASE WARRANTS
---------------------------------

     During the period, the Company issued warrants (each warrant is exercisable
     into one share of Company  restricted  common stock) in connection with the
     issuance of  convertible  debt as discussed in Note 8, upon  conversion  of
     outstanding  notes as  discussed  in Note 9 and for  services  rendered  by
     various consultants during the year ended December 31, 2010.

                                      -71-

<PAGE>
            LATITUDE SOLUTIONS, INC. & SUBSIDIARIES (FKA GMMT, INC.)
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                           December 31, 2010 and 2009


NOTE 10 - STOCK PURCHASE WARRANTS (CONTINUED)
---------------------------------------------

     A summary  of the  change in stock  purchase  warrants  for the year  ended
     December 31, 2010 is as follows:

                                                                    Weighted
                                                    Weighted         Average
                                 Number of           Average        Remaining
                                 Warrants           Exercise       Contractual
                                 Outstanding          Price        Life (Years)
                              -----------------    ------------  ---------------

Balance, January 1, 2009                     -               -                -
 Warrants issued                       825,811           $1.25             3.63

Balance, December 31, 2009             825,811           $1.25             3.63
 Warrants issued                     6,523,084           $1.25             4.61
                              -----------------    ------------  ---------------
Balance, December 31, 2010           7,348,895           $1.25             4.50
                              =================    ============  ===============

     The  balance of  outstanding  and  exercisable  common  stock  warrants  at
     December 31, 2010 is as follows:


                                                                   Remaining
                                                                  Contractual
       Number of Warrants Outstanding      Exercise Price         Life (Years)
       -------------------------------     ----------------     ----------------
                              825,811                $1.25              3.63
                            6,523,084                $1.25              4.61

     The fair value of stock purchase warrants granted were calculated using the
     Black-Scholes option pricing model using the following assumptions:


                                                           Years Ended
                                                   December 31,     December 31,
                                                       2010             2009
                                                  --------------- --------------
       Risk free interest rate                      .35% - 1.14%    .93% - 1.35%

       Expected volatility                          214% - 234%     669% - 715%

       Expected term of stock warrant in years          2.5             2.5

       Expected dividend yield                           0%              0%

       Average value per option                     1.18 - 1.21     1.20 - 1.22

     Expected  volatility is based on  historical  volatility of the Company and
     other comparable  companies.  Short Term U.S. Treasury rates were utilized.
     The  expected  term of the options  was  calculated  using the  alternative
     simplified  method permitted by SAB 107, which defines the expected life as
     the average of the contractual term of the options and the weighted average
     vesting  period for all option  tranches.  Since  trading  volumes  and the
     number of unrestricted  shares are very small compared to total outstanding
     shares, the value of the warrants was decreased for lack of marketability.

                                      -72-
<PAGE>
            LATITUDE SOLUTIONS, INC. & SUBSIDIARIES (FKA GMMT, INC.)
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                           December 31, 2010 and 2009

NOTE 11 - COMMITTMENTS
----------------------

     The company  entered  into a three year office  lease  agreement in Florida
     beginning  April 1, 2010 through March 31, 2013 and  subsequently  added an
     addendum to the lease agreement  beginning  September 1, 2010 through March
     31, 2013 for  aggregate  office rent of $174,969.  The amount is to be paid
     monthly over the course of the agreement.

     Future minimum lease payments for its headquarters are as follows:

                          YEAR                   AMOUNT
                          ----                  --------
                          2011                  $ 68,367
                          2012                    71,790
                          2013                    18,164
                                                --------
                                                $158,321
                                                ========

     Rent  expense  for  the  years  ended   December  31,  2010  and  2009  was
     approximately $69,048 and $57,341, respectively.

     Subsequent  to  December  31,  2010,  the  Company  entered  into a license
     agreement  beginning  February  15,  2011  through  February  14,  2016 for
     aggregate license fees of $1,800,000. The amount is to be paid monthly over
     the course of the agreement.

     Future minimum license fees are as follows:

                         YEAR                    AMOUNT
                         ----                  ----------
                         2011                  $  330,000
                         2012                     360,000
                         2013                     360,000
                         2014                     360,000
                         2015                     360,000
                         Thereafter                30,000
                                               ----------
                                               $1,800,000
                                               ==========

     Subsequent  to December  31,  2010,  the Company  entered  into a five year
     office and laboratory  lease  agreement in Colorado  beginning June 1, 2011
     through May 31, 2016 for aggregate  office rent of $102,226.  The amount is
     to be paid monthly over the course of the agreement.

     Future minimum lease payments for this office are as follows:

                         YEAR                   AMOUNT
                         ----                  --------
                         2011                  $ 10,792
                         2012                    19,040
                         2013                    19,992
                         2014                    20,991
                         2015                    22,041
                         Thereafter               9,370
                                               --------
                                               $102,226
                                               ========

                                      -73-

<PAGE>
            LATITUDE SOLUTIONS, INC. & SUBSIDIARIES (FKA GMMT, INC.)
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                           December 31, 2010 and 2009

NOTE 12 - INCOME TAXES
----------------------

     A reconciliation  of the differences  between the effective income tax rate
     and the  statutory  federal tax rate for the years ended  December 31, 2010
     and 2009 are as follows:


                                                     2010           2009
                                                 -----------    -----------
        Tax benefit at U.S. statutory rate            34.00 %       34.00 %
        State taxes, net of federal benefit            3.63          3.63
        Change in valuation allowance                (37.63)       (37.63)
                                                 -----------    -----------
                                                          - %           - %
                                                 ===========    ===========

     The tax  effect of  temporary  differences  that  give rise to  significant
     portions of the deferred tax asset and liabilities at December 31, 2010 and
     2009 consisted of the following:


                                              December 31,      December 31,
         Deferred Tax Assets                      2010              2009
                                            -----------------  ---------------
         Net Operating Loss
         Carryforward                       $      3,953,605   $    1,034,740
                                            -----------------  ---------------
         Total Non-current Deferred                3,953,605        1,034,740
         Tax Asset
         Non-current Deferred Tax
         Liabilities                             (1,555,932)        (267,009)
                                            -----------------  ---------------
         Net Non-current Deferred Tax             2,397,673          767,731
         Asset
         Valuation Allowance                     (2,397,673)        (767,731)
                                            -----------------  ---------------
         Total Net Deferred Tax Asset       $             -    $           -
                                            =================  ===============

     As of December 31, 2010, the Company had a net operating loss carry forward
     for income tax reporting purposes of approximately  $10,507,000 that may be
     offset against  future taxable income through 2030.  Current tax laws limit
     the amount of loss  available to be offset  against  future  taxable income
     when a  substantial  change in  ownership  occurs.  Therefore,  the  amount
     available to offset future taxable income may be limited.  No tax asset has
     been reported in the  financial  statements,  because the Company  believes
     there is a 50% or greater chance the carry forwards will expire unused.

     Accordingly,  the  potential  tax  benefits of the loss carry  forwards are
     offset by a valuation allowance of the same amount.


                                      -74-
<PAGE>
            LATITUDE SOLUTIONS, INC. & SUBSIDIARIES (FKA GMMT, INC.)
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                           December 31, 2010 and 2009



NOTE 13 - SUPPLEMENTAL CASH FLOW INFORMATION
--------------------------------------------

                                                             Year Ended
                                                            December 31,
                                                     ---------------------------
                                                          2010         2009
                                                     ------------- -------------
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest                               $        591  $        361
                                                     ------------- -------------
Changes in non-cash financing and
investing activities:

Common stock issued for intangible asset             $    120,000  $          -
                                                     ------------- -------------
Common stock issued for equipment purchase           $          -  $    100,000
                                                     ------------- -------------
Common stock issued for equity investment            $          -  $    975,000
                                                     ------------- -------------
Common stock issued for notes payable
 (bonus shares)                                      $    410,599  $          -
                                                     ------------- -------------
Common stock issued for conversion of notes payable
 and accrued interest                                $  1,659,960  $          -
                                                     ------------- -------------
Due to GPS Latitude                                  $    412,409  $          -
                                                     ------------- -------------

NOTE 14 - SUBSEQUENT EVENTS
---------------------------

     Management  has evaluated the  subsequent  events through the date at which
     the financial statements were issued.

     The Company established the Latitude Solutions,  Inc. 401(k) Plan effective
     January 1, 2011.

     On January 19,  2011 the Company  issued  200,000  shares of the  Company's
     authorized  common stock to an individual  pursuant to consulting  services
     rendered.

     On January 25, 2011 the Company  issued  1,222,675  shares of the Company's
     authorized  common  stock  to  individuals  pursuant  to  the  issuance  of
     additional convertible debt and the conversion of $431,800 of notes payable
     plus accrued  interest as mentioned in Note 8. These  converted  notes were
     previously  in default at  December  31,  2010.  In  consideration  for the
     conversion of the notes, an additional 448,975 warrants were issued.

     On January 27,  2011 the Company  issued  575,000  shares of the  Company's
     authorized  common  stock  to  several  individuals  pursuant  to  services
     rendered under various agreements.

     On February  4, 2011 the Company  issued  110,000  shares of the  Company's
     authorized  common  stock  to  several  individuals  pursuant  to  services
     rendered under employment agreements.


                                      -75-
<PAGE>
            LATITUDE SOLUTIONS, INC. & SUBSIDIARIES (FKA GMMT, INC.)
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                           December 31, 2010 and 2009


NOTE 14 - SUBSEQUENT EVENTS (CONTINUED)
---------------------------------------

     On February 9, 2011 Latitude Energy Services, LLC was formed by the Company
     and four other parties to own and operate a water remediation business. The
     LLC has a term of thirty years unless earlier  dissolved in accordance with
     the  provisions  of the LLC's  operating  agreement.  The Company has a 70%
     controlling interest while the remaining four members have an aggregate 30%
     non-controlling interest.

     On February 9, 2011 the Company  entered  into a five year lease  agreement
     for lab/office space in Colorado.

     On February  15, 2011 the Company  entered  into a license  agreement  with
     Seperatech Canada,  Inc. for a term of five years. The license provides the
     Company with access to exclusive  usage of specified  patents to use, test,
     develop, package, promote, sell and provide license products exclusively in
     North  America.  The License  provides for the Company to construct a Pilot
     Plant for development of the licensed  products.  In addition,  the Company
     will pay total  licensing  fees of $1.8 million (of which  $60,000 has been
     paid) to be paid in installments over the five year term.

     On February  16, 2011 the Company  issued  75,000  shares of the  Company's
     authorized  common stock to an individual  pursuant to consulting  services
     rendered.

     On February 17, 2011 the Company  issued  515,000  shares of the  Company's
     authorized  common  stock to various  individuals  pursuant  to  consulting
     services rendered.

     On March 22,  2011 the Company  issued  1,358,989  shares of the  Company's
     authorized  common  stock  to  individuals  pursuant  to  the  issuance  of
     additional convertible debt and the conversion of $564,000 of notes payable
     plus accrued  interest as  mentioned  in Note 8.  $48,000 of the  converted
     notes  payable  was   previously  in  default  at  December  31,  2010.  In
     consideration  for the  conversion  of the  notes,  an  additional  587,989
     warrants were issued.

     On March 22, 2011,  the Company  issued  1,360,000  shares of the Company's
     authorized  common stock to individuals  pursuant to the issuance of Equity
     agreements.  The  equity  agreements  issue  stock at $0.50 per share and a
     total of $4,238,000 was raised to date. The agreements also issues warrants
     on a 1 for 1 basis.



                                      -76-
<PAGE>



                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                            LATITUDE SOLUTIONS, INC.



/s/ Harvey Kaye                                                  April 15, 2011
------------------------------------------------------------
Harvey Kaye
(Chief Executive Officer/Principal Executive Officer)

/s/ Matthew J. Cohen                                             April 15, 2011
------------------------------------------------------------
Matthew J. Cohen
(Chief Financial Officer/Principal
Accounting Officer)



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

/s/ Harvey Kaye                                                  April 15, 2011
------------------------------------------------------------
Harvey Kaye, Chairman of the Board of  Directors


/s/ Mathew J. Cohen                                              April 15, 2011
------------------------------------------------------------
Mathew J. Cohen, Director


/s/ Warren V. Blasland, Jr.                                      April 15, 2011
------------------------------------------------------------
Warren V. Blasland, Jr., Director


/s/ Jan Rowinski                                                 April 15, 2011
------------------------------------------------------------
Jan Rowinski, Director


/s/ Kenneth Koock                                                April 15, 2011
------------------------------------------------------------
Kenneth Koock, Director













                                      -77-