UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q





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

ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2013OR[   ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934





Commission file number 000-31165





ECOLOCAP SOLUTIONS INC.


(Exact name of registrant as specified in its charter)





NEVADA


(State or other jurisdiction of incorporation or organization)





20-0909393


(I.R.S. Employer Identification Number)





1250 S. Grove Avenue, Suite 308


Barrington, IL   60010


(Address of principal executive offices, including Zip Code)





866-479-7041


(Registrant’s telephone number, including area code)





Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 last 90 days.     YES [X]     NO [   ]





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (SS 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 [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 the definitions of “large accelerated filer, “accelerated filer,” “non-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 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]





APPLICABLE ONLY TO CORPORATE ISSUERS:





Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:


The Issuer had 1,809,063,616 shares of Common Stock, par value $0.00001, outstanding as of November 14, 2013.














Table of Contents





TABLE OF CONTENTS





PagePART I.Item 1.
Financial Statements.
3Consolidated Balance Sheets
3Consolidated Statements of Operations
4Consolidated Statements of Cash Flows
5Notes to Consolidated Financial Statements
6Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
14Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
16Item 4.
Controls and Procedures.
16PART II.Item 1A.
Risk Factors.
17Item 6.
Exhibits.
18Signatures
21Exhibit Index
22
































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PART I: FINANCIAL INFORMATION





ITEM 1.           FINANCIAL STATEMENTS.





ECOLOCAP SOLUTIONS INC.


(A Development Stage Company)


CONSOLIDATED BALANCE SHEETS





September 30,


December 31,2013


2012(unaudited)


(audited)ASSETSCURRENT ASSETS:Cash
$
33

$
6,910TOTAL CURRENT ASSETS

33


6,910PROPERTY AND EQUIPMENT, AT COST, LESS ACCUMULATED

DEPRECIATION

320,356


373,929TOTAL ASSETS
$
320,389

$
380,839LIABILITIES AND STOCKHOLDERS’ DEFICIENCYCURRENT LIABILITIES:Customer deposits
$
175,000

$
175,000Note payable

315,321


551,549Note payable-stockholders

1,051,804


791,144Derivative liabilities

649,680


723,437Accrued expenses

959,475


887,483TOTAL CURRENT LIABILITIES AND TOTAL LIABILITIES
$
3,151,280

$
3,128,613STOCKHOLDERS’ DEFICIENCYCommon stock

5,000,000,000 shares authorized, par value $0.00001, 1,243,026,767 and 372,410,782

Shares, respectively issued and outstanding,
$
12,430

$
3,724Additional paid in capital

35,309,220


34,799,550Accumulated Deficit

(25, 059,593)


(25,059,593)Deficit accumulated during development stage

(17,133,246)


(16,725,170)TOTAL STOCKHOLDERS’ DEFICIENCY

(6,871,189)


(6,981,489)Less Non-controlling interest

4,040,298


4,233,715TOTAL STOCKHOLDERS’ DEFICIENCY

(2,830,891)


(2,747,774)TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
$
320,389

$
380,839








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ECOLOCAP SOLUTIONS INC.


(A Development Stage Company)


CONSOLIDATED STATEMENTS OF OPERATIONS


(unaudited)





Nine Months

Nine Months

Three Months

Three Months

Beginning of

development

stage, January 1,ended

ended

ended

ended

2007, throughSeptember 30,

September 30,

September 30,

September 30,

September 30,2013

2012

2013

2012

2013SALES
$
-
$
-
$
-
$
-
$
469,840Cost of sales

-

-

-

-

452,000Gross Profit

-

-

-

-

17,840COSTS AND EXPENSES:Selling, general and administrative

532,007

755,737

165,349

229,930

4,739,446Depreciation and amortization

53,573

55,048

17,607

18,349

974,369Research and development

-

217,500

-

70,000

1,360,278Gain on settlement of debts-foreign

Subsidiary

-

-

-

-

(8,013,125)Gain on sale of equipment









(209,214)Impairment Loss Intangible Assets









5,499,842Impairment Loss Goodwill









7,008,721Compensation (gain) expense

(116,925)

(58,748)

-

-

28,201Stock Based compensation









5,211,897Debt conversion inducement expense (note  7)

-

565,007

-

48,894

820,297Compensation for services

-

-

-

-

258,000Gain on derivatives at market

(1,180,493)

(77,400)

(232,659)

(58,221)

(1,423,139)Payments received under Standstill

Agreement

-

(200,000)

-

-

(200,000)Interest

1,313,328

444,996

245,021

192,515

2,724,447Foreign exchange loss (gain)

2

(14)

(2)

(8)

(163,427)TOTAL COSTS AND EXPENSES

601,492

1,702,126

195,316

501,459

18,616,593Net loss from continuing operations

(601,492)

(1,702,126)

(195,316)

(501,459)

(18,598,753)Net loss from discontinued operations









(185,451)Gain on Sale of discontinued operations









48,257Net loss
$
(601,492)
$
(1,702,126)
$
(195,316)
$
(551,230)

(18,735,947)Attributable to :Ecolocap Solutions Inc
$
(408,075)
$
(1,488,333)
$
(132,315)
$
(390,960)

(17,133,245)Non-controlling interest
$
(193,417)
$
(213,793)
$
(63,001)
$
(110,499)

(1,602,702)Loss Per Share
$
(0.00)
$
(0.00)
$
(0.00)
$
(0.00)

N/AContinuing operations
$
(0.00)
$
(0.00)
$
(0.00)
$
(0.00)

N/AAverage weighted Number of Shares

801,966,609

307,352,807

1,003,543,744

279,839,076

N/A














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ECOLOCAP SOLUTIONS INC.


(A Development Stage Company)


CONSOLIDATED STATEMENTS OF CASH FLOWS


(unaudited)





September 30


September 30


Beginning of

Development stage,

January 1, 2007,

through September 302013


2012


2013Net loss
$
(601,492)

$
(1,702,126)

$
(18,735,947)Adjustment to reconcile net loss to net cash used in operating activitiesDepreciation and amortization

53,573


55,048


974,370Imputed interest on shareholders loans

29,700


19,806


80,438Impairment loss intangible assets







5,499,842Impairment loss goodwill







7,008,721Gain on sale of equipment







(209,214)Compensation (gain) expense

(116,925)


(58,748)


28,201Debt conversion inducement expense

-


565,007


820,297Issuance of stock for services







3,269,600Stock based compensation







5,211,897Interests loans conversion

-


46,194


46,194Gain on derivatives liabilities at market

(1,180,493)


(77,400)


(1,423,139)Interest expense on derivatives

1,212,935


338,672


1,898,452Non controlling interest

-


-


-Unrealized foreign exchange

-


-


(220,463)Changes in operating assets and liabilities:Prepaid expenses and sundry current assets

-


4,863


41,345Deposit on machinery

-


-


545,400Customer deposit

-


-


(279,940)Accrued expenses and sundry current liabilities

212,584


(123,898)


(1,787,392)Net cash provided by (used in) operating activities
$
(390,118)

$
(932,582)

$
2,768,662Investing activitiesCash acquired during acquisition

-


-


38,115Dispositions of property and equipment

-


-


359,352Acquisitions of property and equipment

-


-


(695,355)Net cash used in investing activities
$
-

$
-

$
(297,888)Financing activitiesStock payable







(1,000,000)Issuance of common stock

-


-


471,010Sale of common stock







1,003,400Proceeds of loans payable

25,000


608,500


831,090Proceeds (Repayment) of loans payable shareholder

358,241


324,400


(3,904,848)Net cash provided by (used in) financing activities
$
383,241

$
932,900

$
(2,599,348)Decrease increase in cash

(6,877)


318


(128,574)Cash-beginning of period

6,910


2,482


128,607Cash-end of period
$
33

$
2,800

$
33Supplemental Disclosure of Cash Flow informationNon cash financing activitiesConversion of debt to Equity
$
-

$
-


820,297Conversion of current liabilities to common stock
$
140,592

$
-


140,592Conversion of notes payable to common stock
$
229,648

$
-


229,648Debt discount in  notes payable
$
31,580

$
-


31,580Conversion of notes payable stockholders to common stock
$
235,361

$
-


235,361Debt discount in notes payable stockholders
$
(137,779)

$
-


(137,779)Interest loans conversion
$
-

$
46,194


46,194


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ECOLOCAP SOLUTIONS INC.


(A Development Stage Company)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS








NOTE 1 – BASIS OF PRESENTATION AND NATURE OF BUSINESS





The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements.  In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair presentation, have been included, Operating results for the nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013 or any other period.  For further information, refer to the financial statements and footnotes thereto for the year ended December 31, 2012 filed with form 10 K.





The Company was an active business from 2005 through 2006 and was involved in the manufacture and sales of an artificial sport surface. From 2007 through September 2010, the Company was looking for new business and commenced the Carbon Credits (CER’S) business. In the 2009, the Company acquired a participation in Micro Bubble Technologies Inc. and became an integrated and complementary network of environmentally focused technology company. The Company currently has operations but limited revenues and, in accordance with the relevant authoritive guidance is considered a Development Stage Enterprise. As a development stage enterprise, the Company discloses the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from January 1, 2007 to the current balance sheet date.





EcoloCap Solutions Inc. is an integrated and complementary network of environmentally focused technology companies that utilize advanced nanotechnology to design, develop and sell cleaner alternative energy products. We bring together the technology, engineering, and operational management for the successful development of environmentally significant products and projects. Our business approach combines science, innovation, and market-ready solutions to achieve environmentally sustainable and economically advantageous, power and energy management practices in the following areas:





MBT M-Fuel





EcoloCap Solutions Inc., through its subsidiary Micro Bubble Technologies Inc. (MBT), developed M-Fuel, an innovative suspension fuel that far exceeds all conventional fuels’ costs and efficiencies.  This environmentally-friendly and economical product is designed to offer fully scalable and customizable fuel solutions that will increase efficiency, lower operating costs, and reduce emissions. M -Fuel is a suspension mixture of 60% heavy oil, 40% H plus O2 molecules, and a 0.3% stabilizing additive.  The production of M-Fuel takes place in our Nano Processing Units (NPU), a self contained device that is sized for output.  The NPU’s can be configured to operate in conjunction with an engine or burner to sully M-Fuel on demand, or pre-manufactured for delivery. M-Fuels unique burning process facilitates increased efficiency, resulting in reduced emissions by 60%, reduced fuel consumption by 40%, and cut costs by up to 25%.





MBT -Batteries





EcoloCap Solutions Inc., through its subsidiary Micro Bubble Technologies Inc. (MBT), developed the Carbon Nano Tube Battery (CNT-Battery), a fully recyclable, rechargeable battery that far exceeds the performance capabilities of any existing battery on the market at this time.  This environmentally-friendly and economical product is designed to offer fully scalable and customizable power solutions that will increase efficiency, lower operating costs, and reduce emissions. Our proprietary technology modifies the fabrication of lead acid batteries by applying a highly-conductive carbon nano tube coating to the anode and cathode cells.  As a result, conductive surface area is increased by a factor of billions and electricity is carried out more efficiently. The CNT-Battery’s advanced technology demonstrates eight times the reserve capacity of traditional lead acid batteries, two and a half times the energy density of lithium-ion batteries, and a recharge time of just five minutes; all at a fraction of the cost of lithium-ion batteries.








NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





PRINCIPLES OF CONSOLIDATION





The consolidated financial statements include the accounts of the Company and its subsidiary Micro Bubble Technologies Inc. after the elimination of inter-company accounts and transactions.


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CASH





The Company maintains cash balances at various financial institutions. Accounts at each institution are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company’s accounts at these institutions may, at times, exceed the federally insured limits. The Company has not experienced any losses in such accounts





FAIR VALUE MEASUREMENTS





The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.





The estimated fair value of certain financial instruments, including cash and cash equivalents, deposits, prepaid expenses, notes payable, and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.





MC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. MC 820 describes three levels of inputs that may be used to measure fair value:





·
level l - quoted prices in active markets for Identical assets or liabilities


·
level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable


·
level 3 - inputs that are unobservable (for example cash flow modeling inputs based on assumptions)





INCOME TAXES





We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.





ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.





USE OF ESTIMATES





In preparing financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenue and expenses in the income statement. Actual results could differ from those estimates.





CONVERTIBLE INSTRUMENTS





We evaluate and account for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities”.





Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument


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and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.





We account for convertible instruments (when we have determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: We record when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption.





LOSS PER COMMON SHARE





The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding.





Diluted net loss per common share is computed by dividing the net loss, adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities.





STOCK BASED COMPENSATION





We recognize compensation expense for stock-based compensation in accordance with ASC Topic 718. For employee stock-based awards, we calculate the fair value of the award on the date of grant using the Black-Scholes method for stock options and the quoted price of our common stock for unrestricted shares; the expense is recognized over the service period for awards expected to vest. For non-employee stock-based awards, we calculate the fair value of the award on the date of grant in the same manner as employee awards, however, the awards are revalued at the end of each reporting period and the pro rata compensation expense is adjusted accordingly until such time the nonemployee award is fully vested, at which time the total compensation recognized to date equals the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipient’s performance is complete. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. We consider many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience.





LONG-LIVED ASSETS





Long-lived assets, including fixed assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.  In reviewing for impairment, the carrying value of such assets is compared to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition.  If such cash flows are not sufficient to support the asset’s recorded value, an impairment charge is recognized to reduce the carrying value of the long-lived asset to its estimated fair value.  The determination of future cash flows, as well as the estimated fair value of long-lived assets, involves significant estimates on the part of management.  In order to estimate the fair value of a long-lived asset, the Company may engage a third-party to assist with the valuation.  If there is a material change in economic conditions or other circumstances influencing the estimate of future cash flows or fair value, the Company could be required to recognize impairment charges in the future.





PROPERTY AND EQUIPMENT AND DEPRECIATION POLICY





Property and equipment are recorded at cost. Depreciation is provided for in amounts sufficient to amortize the costs of the related assets over their estimated useful lives on the straight-line basis over the estimated useful life of the asset ranging from 3 to 7 years.





Maintenance, repairs and minor renewals are charged to expense when incurred. Replacements and major renewals are capitalized.





RESEARCH AND DEVELOPMENT





Research and development costs are charged to expense as incurred.








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NOTE 3 – GOING CONCERN





The Company’s consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. During the nine months ended September 30, 2013 the Company has incurred losses of $601,492. The Company has negative working capital of $2,853,641 at September 30, 2013 and a stockholders’ deficiency of $6,893,939 at September 30, 2013. In addition, the Company has not generated any revenue since re-entering the development stage. These factors among others raise substantial doubt about the Company’s ability to continue as a going concern.





Management’s plans for the Company’s continued existence include selling additional stock and borrowing additional funds to pay overhead expenses.





With the opportunities created by the Batteries and M Fuel, management has begun the process of redeploying its assets, identifying business strategies that offers above average profit potential and identifying the resources necessary to successfully execute it new strategic direction.





Recognizing the opportunity this new market represents, the Company has developed an integrated development approach that focuses upon both existing and needed infrastructure facilities to produce substantial new value.





The Company’s future success is dependent upon its ability to achieve profitable operations, generate cash from operating activities and obtain additional financing. There is no assurance that the Company will be able to generate sufficient cash from operations, sell additional shares of common stock or borrow additional funds.





The Company’s inability to obtain additional cash could have a material adverse effect on its financial position, results of operations and its ability to continue in existence. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.








NOTE 4 – PROPERTY & OFFICE EQUIPMENT





September 30

December 31,2013

2012Testing equipment
$
493,000
$
493,000Computer equipment

11,654

11,654Furniture & fixtures

12,701

12,701517,355

517,355Less: accumulated depreciation

196,999

143,426Balance September 30, 2013
$
320,356
$
373,929








NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES





Accounts payable and accrued expenses consisted of the following at:





September 30,

2013

December 31,

2012Accrued interest
$
119,088
$
59,180Accrued compensation

285,747

201,346Accounts payable

240,000

268,500Accrued operating expenses

314,640

358,457$
959,475
$
887,483








NOTE 6 – NOTE PAYABLE





During 2013, Tonaquint Inc converted loans aggregating $84,100 into 186,086,472 common shares of the Company. The calculated value of the shares ranged from $.0003 to .0009 per share and the market price ranged from 0007 to .0022 per share.


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In 2012, the Company received loan from Tonaquint Inc. in the amount of $112,500. The amount owed to Tonaquint Inc. at September 30, 2013, is shown net of the remaining debt discount of $7,742 resulting in a balance of $20,658. The loan is convertible, over a one year period, into restricted common shares at a fixed price. The price of the shares is equal to 60% of the market price of the shares at the date of the execution of the conversion. This loan bears interest at 8% per annum and is payable on demand.





During 2013, Redwood Management, LLC converted loans aggregating $120,548 into 182,091,845 common shares of the Company. The calculated value of the shares ranged from $0.0001 to 0.0018 per share and the market price ranged from 0.0008 to 0.003 per share.





On April 2, 2012, the Company signed an agreement with Plaus Company to convert an account payable into a convertible note payable. The amount owed to Plaus Company at March 31, 2013 is $496,000. This note bears interest at 5% per annum and is payable on demand. On January 24, 2013, Plaus Company assigned its convertible note payable to Redwood Management, LLC. The amount owed to Redwood Management, LLC at September 30, 2013, is shown net of the remaining debt discount of $118,734 resulting in a balance of $256,718. The loan is convertible, over a one year period, into restricted common shares at a fixed price. The price of the shares is equal to 60% of the market price of the shares at the date of the execution of the conversion. This loan bears interest at 8% per annum and is payable on demand.





In 2012, the Company received loan from AES Capital Corp. in the amount of $21,000. The amount owed to AES Capital Corp. at September 30, 2013, is shown net of the remaining debt discount of $0 resulting in a balance of $21,000. The loan is convertible, over a one year period, into restricted common shares at a fixed price. The price of the shares is equal to 50% of the market price of the shares at the date of the execution of the conversion. This loan bears interest at 8% per annum and is payable on demand.





In 2012, the Company received loan from JMJ Financial in the amount of $25,000. The loan received in 2012 from JMJ Financial has all been converted into common shares of the Company.





During 2013, JMJ Financial converted loans aggregating $25,000 plus accrued interests of $3,310 into 79,000,000 common shares of the Company. The calculated value of the shares ranged from $.0002 to .0006 per share and the market price ranged from 0022 to .0007 per share.





In 2013, the Company received loan from JMJ Financial in the amount of $25,000. The amount owed to JMJ Financial at September 30, 2013, is shown net of the remaining debt discount of $8,055 resulting in a balance of $16,945. The loan is convertible, over a one year period, into restricted common shares at a fixed price. The price of the shares is equal to 60% of the market price of the shares at the date of the execution of the conversion. This loan bears interest at 8% per annum and is payable on demand.








NOTE 7 – PAYABLE – STOCKHOLDERS





During 2013, Asher Enterprises Inc converted loans aggregating $138,600 plus accrued interests of $6,300 into 315,588,636 common shares of the Company. The calculated value of the shares ranged from $.0008 to $.0018 per share and the market price ranged from $.0001 to $ .0017 per share. In 2012, Asher Enterprises Inc converted loans aggregating $146,000 plus accrued interests of $8,500 into 57,790,127 common shares of the Company. The calculated value of the shares ranged from $.0013 to $.0041 per share and the market price ranged from $.0039 to $.025 per share.





During 2013, the Company received loans from Asher Enterprises Inc. in the amount of $117,500. In 2012, the Company received loans from Asher Enterprises Inc. in the amount of $205,000. The unpaid balance of the loans September 30, 2013, is shown net of the remaining debt discount of $39,836 resulting in a balance of $67,065. The loans are convertible, over a one year period, into restricted common shares at a fixed price. The price of the shares is equal to 58% of the market price of the shares at the date of the execution of the conversion. This loan bears interest at 8% per annum and is payable on demand.





In 2012, the Company received loans from AGS Capital Group LLC in the amount of $116,500. During 2013, AGS Capital Group LLC converted loans aggregating $63,146 plus $482 in interest into 56,765,916 shares of the Company. The calculated value of the shares ranged from $0.009 to $0.0016 per share and the market price ranged from $0.0025 to $0.0036 per share. On November 15, 2012 AGS Capital Group LLC converted loans of $53,314 into 13,276,660 shares of the Company. The calculated value of the shares was equal to $0.0057 per share and the market price was $0.0017 per share.





The amount owed to AGS Capital Group LLC at September 30, 2013, is $0.


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In 2012, the Company received loans from Panache Capital LLC in the amount of $65,000. During 2013, Panache Capital LLC converted loans of $33,615 into 36,000,000 shares of the Company. The calculated value of the shares ranged from $0.0005 to $0.0014 per share and the market price ranged from $0.0011 to $0.0037 per share. On December 5, 2012 Panache Capital LLC converted loans of $25,092 into 8,200,000 shares of the Company. The calculated value of the shares was equal to $0.0031 per share and the market price was $0.008 per share. The amount owed to Panache Capital LLC at September 30, 2013, is shown net of the remaining debt discount of $0 resulting in a balance of $6,293. The loans are convertible, over a one year period, into restricted common shares at a fixed price. The price of the shares is equal to 50% of the market price of the shares at the date of the execution of the conversion. This loan bears interest at 7% per annum and is payable on demand.





In 2013, the Company received $245,407 in loans from stockholders. The amount owed to stockholders at September 30, 2013 is $918,866. These loans are non interest bearing but interest is being imputed at 5.00% per annum and are payable on demand.





In 2013, the Company paid net loans to Hanscom K. Inc. in the amount of $2,164. The amount owed to Hanscom K. Inc. at September 30, 2013 is $31,080. These loans are non-interest bearing and are payable on demand.





During 2013, the Company did not receive any loans from RCO Group Inc. The amount owed to RCO Group Inc. at September 30, 2013 is $28,500. These loans are non-interest bearing and are payable on demand.








NOTE 8 – DERIVATIVE LIABILITIES





On September 20, 2012, the Company issued a drawdown convertible promissory note (“the drawdown notes”) to an investor, in the aggregate amount of $112,500, at an interest rate of eight percent (8%) per annum. The drawdown notes can be prepaid upon five days notice, is payable nine months following its issuance, and all or a portion of the principal and interest is convertible upon demand into fully paid and non-assessable shares of the Company’s common stock at 58% of the average of the lowest three trading prices of the Company’s common stock during the ten trading day period ending on the latest complete trading day period to the conversion date. The conversion options were recorded as a discount on notes payable of $112,500 were valued using the Black- Scholes Method using a risk free rate of 0.14%, volatility rate of 228.63%, and a forfeiture rate of 0%.and expensed over the nine months life of the of the drawdown notes. Interest expense of $38,797 was recorded in 2012 related to this conversion options. Additional interest expense of $4,639 was recorded as of September 30, 2013 related to the eight percent (8%) per annum payable under the drawdown note.





On November 13, 2012, the Company issued a drawdown convertible promissory note (“the drawdown notes”) to an investor, in the aggregate amount of $65,000, at an interest rate of eight percent (8%) per annum. The drawdown notes can be prepaid upon five days notice, is payable nine months following its issuance, and all or a portion of the principal and interest is convertible upon demand into fully paid and non-assessable shares of the Company’s common stock at 50% of the average of the lowest three trading prices of the Company’s common stock during the ten trading day period ending on the latest complete trading day period to the conversion date. The conversion options were recorded as a discount on notes payable of $65,000 were valued using the Black- Scholes Method using a risk free rate of 0.14%, volatility rate of 228.63%, and a forfeiture rate of 0%.and expensed over the nine months life of the of the drawdown notes. Interest expense of $42,358 was recorded in 2012 related to this conversion options. Additional interest expense of $1,001 was recorded as of September 30, 2013 related to the eight percent (8%) per annum payable under the drawdown note.





On December 7, 2012, the Company issued a drawdown convertible promissory note (“the drawdown notes”) to an investor, in the aggregate amount of $27,500, at an interest rate of eight percent (8%) per annum. The drawdown notes can be prepaid upon five days notice, is payable nine months following its issuance, and all or a portion of the principal and interest is convertible upon demand into fully paid and non-assessable shares of the Company’s common stock at 58% of the average of the lowest three trading prices of the Company’s common stock during the ten trading day period ending on the latest complete trading day period to the conversion date. The conversion options were recorded as a discount on notes payable of $27,500 were valued using the Black- Scholes Method using a risk free rate of 0.14%, volatility rate of 228.63%, and a forfeiture rate of 0%.and expensed over the nine months life of the of the drawdown notes. Interest expense of $27,677 was recorded in 2012 related to this conversion options. Additional interest expense of $1,075 was recorded as of September 30, 2013 related to the eight percent (8%) per annum payable under the drawdown note.





On December 17, 2012, the Company issued a drawdown convertible promissory note (“the drawdown notes”) to an investor, in the aggregate amount of $21,000, at an interest rate of eight percent (8%) per annum. The drawdown notes can be prepaid upon five days notice, is payable nine months following its issuance, and all or a portion of the principal and interest is convertible upon demand into fully paid and non-assessable shares of the Company’s common stock at 50% of the average of the lowest three trading prices of the Company’s common stock during the ten trading day period ending on the latest complete


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trading day period to the conversion date. The conversion options were recorded as a discount on notes payable of $21,000 were valued using the Black- Scholes Method using a risk free rate of 0.14%, volatility rate of 228.63%, and a forfeiture rate of 0%.and expensed over the nine months life of the of the drawdown notes. Interest expense of $13,685 was recorded in 2012 related to this conversion options. Additional interest expense of $1,274 was recorded as of September 30, 2013 related to the eight percent (8%) per annum payable under the drawdown note.





On December 7, 2012, the Company issued a drawdown convertible promissory note (“the drawdown notes”) to an investor, in the aggregate amount of $496,000, at an interest rate of eight percent (8%) per annum. The drawdown notes can be prepaid upon five days notice, is payable nine months following its issuance, and all or a portion of the principal and interest is convertible upon demand into fully paid and non-assessable shares of the Company’s common stock at 50% of the average of the lowest five trading prices of the Company’s common stock during the ten trading day period ending on the latest complete trading day period to the conversion date. The conversion options were recorded as a discount on notes payable of $496,000 were valued using the Black- Scholes Method using a risk free rate of 0.14%, volatility rate of 228.63%, and a forfeiture rate of 0%.and expensed over the nine months life of the of the drawdown notes. Interest expense of $323,226 was recorded in 2012 related to this conversion options. Additional interest expense of $24,515 was recorded as of September 30, 2013 related to the eight percent (8%) per annum payable under the drawdown note.





In January and February, 2013, the Company issued a drawdown convertible promissory note (“the drawdown notes”) to an investor, in the aggregate amount of $60,000, at an interest rate of eight percent (8%) per annum. The drawdown notes can be prepaid upon five days notice, is payable nine months following its issuance, and all or a portion of the principal and interest is convertible upon demand into fully paid and non-assessable shares of the Company’s common stock at 58% of the average of the lowest three trading prices of the Company’s common stock during the ten trading day period ending on the latest complete trading day period to the conversion date. The conversion options were recorded as a discount on notes payable of $60,000 were valued using the Black- Scholes Method using a risk free rate of 0.14%, volatility rate of 292.00%, and a forfeiture rate of 0%.and expensed over the nine months life of the of the drawdown notes. Interest expense of $64,451was recorded in 2013 related to this conversion options. Additional interest expense of $2,421 was recorded as of September 30, 2013 related to the eight percent (8%) per annum payable under the drawdown note.





On May 10, 2013, the Company issued a drawdown convertible promissory note (“the drawdown notes”) to an investor, in the aggregate amount of $27,500, at an interest rate of eight percent (8%) per annum. The drawdown notes can be prepaid upon five days notice, is payable nine months following its issuance, and all or a portion of the principal and interest is convertible upon demand into fully paid and non-assessable shares of the Company’s common stock at 58% of the average of the lowest three trading prices of the Company’s common stock during the ten trading day period ending on the latest complete trading day period to the conversion date. The conversion options were recorded as a discount on notes payable of $27,500 were valued using the Black- Scholes Method using a risk free rate of 0.14%, volatility rate of 264.00%, and a forfeiture rate of 0%.and expensed over the nine months life of the of the drawdown notes. Interest expense of $25,709 was recorded in 2013 related to this conversion options. Additional interest expense of $898 was recorded as of September 30, 2013 related to the eight percent (8%) per annum payable under the drawdown note.





On June 4, 2013, the Company issued a drawdown convertible promissory note (“the drawdown notes”) to an investor, in the aggregate amount of $25,000, at an interest rate of eight percent (8%) per annum. The drawdown notes can be prepaid upon five days notice, is payable nine months following its issuance, and all or a portion of the principal and interest is convertible upon demand into fully paid and non-assessable shares of the Company’s common stock at 60% of the average of the lowest three trading prices of the Company’s common stock during the ten trading day period ending on the latest complete trading day period to the conversion date. The conversion options were recorded as a discount on notes payable of $25,000 were valued using the Black- Scholes Method using a risk free rate of 0.14%, volatility rate of 264.00%, and a forfeiture rate of 0%.and expensed over the nine months life of the of the drawdown notes. Interest expense of $29,673 was recorded in 2013 related to this conversion options. Additional interest expense of $673 was recorded as of September 30, 2013 related to the eight percent (8%) per annum payable under the drawdown note.





On August 29, 2013, the Company issued a drawdown convertible promissory note (“the drawdown notes”) to an investor, in the aggregate amount of $27,500, at an interest rate of eight percent (8%) per annum. The drawdown notes can be prepaid upon five days notice, is payable nine months following its issuance, and all or a portion of the principal and interest is convertible upon demand into fully paid and non-assessable shares of the Company’s common stock at 58% of the average of the lowest three trading prices of the Company’s common stock during the ten trading day period ending on the latest complete trading day period to the conversion date. The conversion options were recorded as a discount on notes payable of $27,500 were valued using the Black- Scholes Method using a risk free rate of 0.14%, volatility rate of 264.00%, and a forfeiture rate of 0%.and expensed over the nine months life of the of the drawdown notes. Interest expense of $27,677 was recorded in 2013 related to this conversion options. Additional interest expense of $202 was recorded as of September 30, 2013 related to the eight percent (8%) per annum payable under the drawdown note.


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NOTE 9 – CAPITAL STOCK





The Company is authorized to issue 1,000,000,000 shares of common stock (par value $0.00001) of which 1,243,026,767were issued and outstanding as of September 30, 2013.





During 2013, Tonaquint Inc converted loans aggregating $84,100 into 186,086,472 common shares of the Company (Note 6).





During 2013, Redwood Management, LLC converted loans aggregating $120,548 into 182,091,845 common shares of the Company (Note 6.





During 2013, JMJ Financial converted loans aggregating $25,000 plus accrued interests of $3,310 into 79,000,000 common shares of the Company (Note 6).





During 2013, Asher Enterprises Inc converted loans aggregating $138,600 plus accrued interests of $6,300 into 315,588,636 common shares of the Company (Note 7).





During 2013, AGS Capital Group LLC converted loans aggregating $63,146 plus $482 in interest into 56,765,916 shares of the Company (Note 7).





During 2013, Panache Capital LLC converted loans of $33,615 into 36,000,000 shares of the Company (Note 7).








NOTE 10 – INCOME TAXES





We account for income taxes using the asset and liability method. Deferred taxes are determined based on the differences between the financial statement and tax bases of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. As of September 30, 2013, we carried a valuation allowance for the entire deferred tax asset as a result of uncertainties regarding the realization of the asset balance. We will maintain a full valuation allowance against our deferred tax assets until sufficient positive evidence exists to support a reversal of the valuation allowance.








NOTE 11 – RELATED PARTY TRANSACTIONS





In 2013, the Company received loans from stockholders in the amount of $245,407. These loans carry an interest of 5.00% and are payable on demand.





For the three and nine month periods ended September 30, 2013, interest paid to related party totaled 2,238 and $8,271.








NOTE 12 – SUBSEQUENT EVENTS





In October 2013, Asher Enterprises Inc. converted loans aggregating $8,200 into 136,666,666 common shares of the Company.





In October 2013, Tonaquint Inc. converted loans aggregating $14,246 into 178,100,000 common shares of the Company.





In October 2013, AES Capital Corp. converted loans aggregating $6,650 into 133,000,000 common shares of the Company.





In October 2013, AGS Capital Group LLC converted loans aggregating $3,454 into 69,070,183 common shares of the Company.





In October 2013, Redwood Management, LLC converted loans aggregating $2,460 into 49,200,000 common shares of the Company.











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ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.





Operations





The following discussion of the financial condition and results of our operations should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q for the period ended September 30, 2013 (this “Report”). This Report contains certain forward-looking statements and our future operating results could differ materially from those discussed herein. Certain statements contained in this Report, including, without limitation, statements containing the words “believes”, “anticipates,” “expects” and the like, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). However, as we issue “penny stock,” as such term is defined in Rule 3a51-1 promulgated under the Exchange Act, we are ineligible to rely on these safe harbor provisions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaims any obligation to update any such factors or to announce publicly the results of any revisions of the forward-looking statements contained or incorporated by reference herein to reflect future events or developments.





Business Plan





MBTis negotiating with a factory in Korea that would enable the Company to build 6 NPU and NPW’s machine per month.





Results of Operations





For the Nine Month Period ended September 30, 2013





Overview





We incurred net losses of $195,316 and $601,492 for the three and nine month periods ended September 30, 2013 as compared to net losses of $501,459 and $1,702,126for the comparable periods of 2012.





Development Stage Expenditures





Development stage expenditures for the nine month period ended September 30, 2013, were $363,238 in salaries, $18,009 in rent and $70,576 in professional fees. This is compared to development stage expenditures for the nine month period ended September 30, 2012, were $247,691 in salaries, $2,941 in travel, $11,544 in rent, $516,113 in debt conversion inducement expense and $58,019 in professional fees.The decrease in total cost and expenses resulted from the selling and administration expense and research and development.





Sales





For the three and nine month periods endedSeptember30, 2013,we had no gross revenues. This compared to gross revenues of $0 for the same periods of 2012.





Total Cost and Expenses





For the three and nine month periods ended September 30, 2013, we incurred Total Costs and Expenses of $195,316 and $601,492, a decrease of 61% for the three month period from the three month period of 2012 and a decrease of 65%for the nine month period from the same period of 2012. The decrease in total cost and expenses resulted from the selling and administration expense and research and development.


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Selling, General and Administration





For the three and nine month periods ended September 30, 2013, we incurred selling, general and administration expenses of $165,349 and $532,007, a decrease of 28%  from the three month period last year and a decrease of 29.6% for the nine month period in 2012. The decrease resulted from the professional fees and fees to the Board of Directors members.





Interest





We calculate interest in accordance with the respective note payable. For the three and nine month periods ended September 30, 2013, we incurred a charge of $245,201 and $1,313,328. This compared to $192,515 and $444,996 for the same period of the previous year. The increase was caused by interest expense on increased borrowings and interest expense recorded upon issuance of convertible debt in which the debt discount related to the conversion feature recorded as a derivative exceed the face value of the note.





Gain on derivatives liabilities at market





For the three and nine month periods ended September 30, 2013, we incurred gain on derivatives liabilities at marketof $232,659 and $1,180,493, an increase of 75% for the three month period from the three month period of 2012 and an increase of 93%for the nine month period from the same period of 2012. The increase was caused by increased borrowings of convertible debt.





Liquidity and Capital Resources





At September 30, 2013, we had $33 in cash, as compared to $6,910 in cash at December 31, 2012. Total cash requirements for operations for the nine month period ended September 30, 2013 was $390,118. As a result of certain measures implemented to reduce corporate overhead, management estimates that cash requirements through the end of the fiscal year ended December 31, 2013 will be between $2.0 million to $3.0 million. As of the date of this Report, we do not have available resources sufficient to cover the expected cash requirements through the balance of the year. As a result, there is substantial doubt that we can continue as an ongoing business without obtaining additional financing. Management’s plans for maintaining our operations and continued existence include selling additional equity securities and borrowing additional funds to pay operational expenses. There is no assurance we will be able to generate sufficient cash from operations, sell additional shares of Common Stock or borrow additional funds. Our inability to obtain additional cash could have a material adverse effect on our financial position, results of operations and our ability to continue its existence. If our losses continue and we are unable to secure additional financing, we may ultimately be required to seek protection from creditors under applicable bankruptcy laws.





We had total current assets of $33 as of September 30, 2013. This was a decrease of $6,877, or 99%, as compared to current assets of $6,910 as of December 31, 2012. The decrease was primarily attributable to operation expense of the Company.





We had total assets of $320,389 as of September 30, 2013. This was a decrease of 60,450, or 15.9%, as compared to total assets of $380,839 as of December 31, 2012. The decrease was primarily attributable to depreciation on fixed assets of $53,573.





We had total current liabilities of $3,174,030 as of September 30, 2013. This was an increase of $45,416, or 1.5%, as compared to current liabilities of $3,128,614 as of December 31, 2012. The net increase was attributable to an increase in current liabilities.





Our financial condition raises substantial doubt about our ability to continue as a going concern. Management’s plan for our continued existence includes selling additional stock through private placements and borrowing additional funds to pay overhead expenses while maintaining marketing efforts to raise our sales volume. Our future success is dependent upon our ability to achieve profitable operations, generate cash from operating activities


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and obtain additional financing. There is no assurance that we will be able to generate sufficient cash from operations, sell additional shares of common stock or borrow additional funds. Our inability to obtain additional cash could have a material adverse effect on our financial position, results of operations and our ability to continue as a going concern.





This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this Memorandum. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.





We have only had operating losses which raise substantial doubts about our viability to continue our business and our auditors have issued an opinion expressing the uncertainty of our company to continue as a going concern. If we are not able to continue operations, investors could lose their entire investment in our company.





Contractual Obligations





The Company was a party to a lease for its Barrington office, at a minimum annual rent of approximately $23,000 per year. The Barrington Lease expired in May, 2013.





Off-Balance Sheet Arrangements





The Company is not a party to any off-balance sheet arrangements.








ITEM 3.           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.





We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.








ITEM 4.           CONTROLS AND PROCEDURES.





Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. As of September 30, 2013, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Based


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on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses. The matter involving internal controls and procedures that our management considered to be a material weakness under the standards of the Public Company Accounting Oversight Board was the lack of a functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures. The aforementioned material weaknesses were identified by our management in connection with the review of our financial statements for the period ended September 30, 2013.





Management believes that the material weakness set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.





This quarterly report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only the management’s report in this quarterly report.





-
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;





-
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and





-
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.





CEO and CFO Certifications





Appearing immediately following the Signatures section of this report there are Certifications of the CEO and the CFO. The Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This Item of this report, which you are currently reading is the information concerning the Evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.





Changes in Internal Control over Financial Reporting





There was no change in our internal control over financial reporting during the quarter ended September 30, 2013 that has affected, or is reasonably likely to affect, our internal control over financial reporting.








PART II OTHER INFORMATION





ITEM 1A.        RISK FACTORS.





We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.





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ITEM 6.           EXHIBITS.





Exhibit

Incorporated by reference
FiledNumber
Document Description
Form
Date
Number
herewith3.1
Articles of Incorporation, as amended.
SB-2
5/28/04
3.13.2
Bylaws.
SB-2
5/28/04
3.23.3
Certificate of Amendment to Articles of Incorporation.
10-QSB
12/30/05
3.33.4
Bylaws, as amended on March 17, 2006.
10-KSB
4/13/06
3.410.1
Letter of Intent with XL Generation AG.
8-K
7/6/05
99.110.2
Share Exchange Agreement with XL Generation AG.
8-K
8/19/05
99.110.3
Loan Agreement with Capex Investments.
8-K
9/14/05
99.110.4
Form of Indemnification Agreement with Capex Investments Limited.
8-K/A
11/1/05
10.410.5
Common Stock Purchase Agreement with Capex Investments Limited.
8-K
11/15/05
10.510.6
Common Stock Purchase Agreement with Aton Selct Fund Limited.
8-K
11/15/05
10.610.7
Common Stock Purchase Agreement with Asset Protection Fund Limited.
8-K
11/15/05
10.710.8
Series A Warrant to Purchase Shares of Common Stock to Capex Investments Limited.
8-K
11/15/05
10.810.9
Series A Warrant to Purchase Shares of Common Stock to Aton Select Fund Limited.
8-K
11/15/05
10.910.10
Series A Warrant to Purchase Shares of Common Stock to Asset Protection Fund Limited.
8-K
11/15/05
10.1010.11
Registration Rights Agreement with Capex Investments Limited.
8-K
11/15/05
10.1110.12
Registration Rights Agreement with Aton Select Fund Limited.
8-K
11/15/05
10.1210.13
Registration Rights Agreement with Asset Protection Fund Limited.
8-K
11/15/05
10.1310.14
Amendment to the Common Stock Purchase Agreement with Aton Select Fund Limited.
8-K
12/08/05
10.1410.15
Amendment to the Common Stock Purchase Agreement with Asset Protection Fund Limited.
8-K
12/08/05
10.1510.16
Lease Agreement with 866 U.N. Plaza Associates LLC.
10-QSB
12/30/05
10.1610.17
Exclusive Manufacturing License Agreement and Non-Exclusive Distribution Agreement with APW Inc.
10-QSB
12/30/05
10.1710.18
Common Stock Purchase Agreement with Professional Trading Services SA.
SB-2
1/13/06
10.1810.19
Series B Warrant to Purchase Shares of Common Stock to Professional Trading Services SA.
SB-2
1/13/06
10.1910.20
Registration Rights Agreement with Professional Trading Services SA.
SB-2
1/13/06
10.2010.21
Amended and Restated Common Stock Purchase Agreement with Bank Sal. Oppenheim Jr. & Cie. (Switzerland) Limited.
SB-2
1/13/06
10.2110.22
Series B Warrant to Purchase Shares of Common Stock to Bank Sal. Oppenheim Jr. & Cie. (Switzerland) Limited.
SB-2
1/13/06
10.2210.23
Agreement of Withdrawal from Stadium SA.
SB-2
1/13/06
10.2310.24
License Agreement with WKF/5 Ltd.
SB-2
1/13/06
10.24





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10.25
Amendment to License Agreement with WKF/5 Ltd and Alain Lemieux.
SB-2
1/13/06
10.2510.26
Form of Subscription Agreement.
SB-2
5/28/04
99.110.27
Employment Agreement with Alain Lemieux.
10-KSB
4/13/06
10.2710.28
Employment Agreement with Daniel Courteau.
10-KSB
4/13/06
10.2810.29
Employment Agreement with Flemming Munck.
10-KSB
4/13/06
10.2910.30
Employment Agreement with Eric Giguere.
10-KSB
4/13/06
10.3010.31
Endorsement Agreement with La Societe 421 Productions.
10-KSB
4/13/06
10.3110.32
Summary of terms and conditions of Oral Consulting Agreement with Greendale Consulting Limited.
10-KSB
4/13/06
10.3210.33
Exclusive Manufacturing License Agreement with Polyprod Inc.
10-KSB
4/13/06
10.3310.34
Management Fee Arrangement with Polyprod Inc.
10-KSB
4/13/06
10.3410.35
Supply Contract with Febra- Kunststoffe GimbH and BASF Aktiengesellschaft.
10-KSB
4/13/06
10.3510.36
Loan Agreement with Fiducie Alain Lemieux.
10-KSB
4/13/06
10.3610.37
Confirmation of Debt.
10-KSB
4/13/06
10.3710.38
Agreement with Daniel Courteau regarding Repayment of loans to Symbior Technologies Inc.
10-KSB
4/13/06
10.3810.39
2006 Equity Incentive Plan.
10-KSB
4/13/06
10.3910.40
Loan Agreement with Albert Beerli.
10-KSB
4/13/06
10.4010.41
Summary of terms and conditions of Loan Agreement with Albert Beerli.
10-KSB
4/13/06
10.4110.42
Lease Agreement with Albert Beerli.
10-KSB
4/13/06
10.4210.43
Memorandum regarding XL Generation Canada Inc.
10-KSB
4/13/06
10.4310.44
Stock Purchase Agreement with XL Generation AG and Stadium SA.
10-KSB
4/13/06
10.4410.45
Common Stock Purchase Agreement with Poma Management SA.
10-QSB
9/13/06
10.4510.46
Common Stock Purchase Agreement with Aton Select Fund Limited.
10-QSB
9/13/06
10.4610.47
Consulting Agreement by and between Ecolocap Solutions Inc. and Lakeview Consulting LLC.
8-K
11/11/08
10.4710.48
“ERPA” with Hong Kong Construction Investment Joint Stock Company.
8-K
12/23/08
10.110.49
“ERPA” with Thuong Hai Joint Stock Company.
8-K
12/23/08
10.210.50
“ERPA” with Vietnam Power Development Joint Stock Company.
8-K
12/23/08
10.310.51
“ERPA” with Hop Xuan Investment Joint Stock Company, Vietnam.
8-K
12/23/08
10.410.52
“ERPA” with ThangLong Education Development and Construction Import Export Investment Joint Stock Company.
8-K
12/23/08
10.510.53
Revised Consulting Agreement with Sodexen Inc.
8-K
12/23/08
10.610.54
Agreement with United Best Technology Limited.
8-K
12/23/08
10.710.55
Escrow Agreement with United Best Technology Limited.
8-K
12/23/08
10.810.56
“ERPA” with Tan Hiep Phuc Electricity Construction Joint-Stock Company Vietnam.
8-K
12/23/08
10.910.57
“ERPA” with Tuan Anh Hydraulic Development and Construction Investment Corporation, Vietnam.
8-K
12/23/08
10.1010.58
“ERPA” with Lao Cai Energy & Resources Investment Joint Stock Company, Vietnam.
8-K
12/23/08
10.1110.59
“ERPA” with Xiangton Iron and Steel Group Co. Ltd.
8-K
12/23/08
10.12


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10.60
“ERPA” with Hunan Valin Xiangton Iron & Steel Co. Ltd.
8-K
12/23/08
10.1310.61
“ERPA” with Hebi Coal Industry (Group) Co. Ltd.
8-K
12/23/08
10.1410.62
“ERPA” with Hebei Jinlong Cement Group Co., Ltd.
8-K
12/23/08
10.1510.63
“ERPA” with Bao Tan Hydro Electric Joint-Stock Company.
8-K
12/23/08
10.1610.64
“ERPA” with Construction and Infrastruction Development Joint-Stock Company Number Nine.
8-K
12/23/08
10.1710.65
Greenhouse Gas Offset Management Services Representation Agreement.
8-K
12/23/08
10.1810.66
“ERPA” with Xinjiang Xiangjianfeng Energy and Technology Development Co. Ltd.
8-K
12/23/08
10.1910.67
Technical Service Agreement with Xinjiang Xiangjinfeng Energy and Technology Development Co., Ltd.
8-K
12/23/08
10.2010.68
Technical Service Agreement with Hebei Fengda Metallized Pellet Co., Ltd.
8-K
12/23/08
10.2110.69
“ERPA” with Hebei Fengda Metallized Pellet Co., Ltd.
8-K
12/23/08
10.2210.70
“ERPA” with Shandong Chengzeyuan Environment Protection Engineering Co. Ltd.
8-K
12/23/08
10.2310.71
Technical Services Agreement with Shandong Chengzeyuan Environment Protection Engineering Co., Ltd.
8-K
12/23/08
10.2410.72
Technical Services Agreement with Leshan Kingssun Group Co. Ltd.
8-K
12/23/08
10.2510.73
“ERPA” with Leshan Kingssun Group Co., Ltd.
8-K
12/23/08
10.2610.74
Supply Agreement dated July 25, 2012.
8-K
7/30/12
10.110.75
Sale and Purchase Agreement dated July 27, 2012.
8-K
7/30/12
10.214.1
Code of Ethics.
10-KSB
3/31/08
14.131.1
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



X31.2
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



X32.1
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer.



X32.2
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Financial Officer.



X99.1
Audit Committee Charter.
10-KSB
3/31/08
99.199.2
Executive Committee Charter.
10-KSB
3/31/08
99.299.3
Nominating and Corporate Governance Committee Charter.
10-KSB
3/31/08
99.399.4
Stock Option Plan.
10-KSB
3/31/08
99.4101.INS
XBRL Instance Document.101.SCH
XBRL Taxonomy Extension – Schema.101.CAL
XBRL Taxonomy Extension – Calculations.101.DEF
XBRL Taxonomy Extension – Definitions.101.LAB
XBRL Taxonomy Extension – Labels.101.PRE
XBRL Taxonomy Extension – Presentation.











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SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 14th day of November, 2013.





ECOLOCAP SOLUTIONS INC.BY:
MICHAEL SIEGELMichael SiegelPrincipal Executive Officer and a member of theBoard of DirectorsBY:
MICHEL ST-PIERREMichel St-PierrePrincipal Financial Officer and PrincipalAccounting Officer
































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 Table of Contents





EXHIBIT INDEX





Exhibit

Incorporated by reference
FiledNumber
Document Description
Form
Date
Number
herewith3.1
Articles of Incorporation, as amended.
SB-2
5/28/04
3.13.2
Bylaws.
SB-2
5/28/04
3.23.3
Certificate of Amendment to Articles of Incorporation.
10-QSB
12/30/05
3.33.4
Bylaws, as amended on March 17, 2006.
10-KSB
4/13/06
3.410.1
Letter of Intent with XL Generation AG.
8-K
7/6/05
99.110.2
Share Exchange Agreement with XL Generation AG.
8-K
8/19/05
99.110.3
Loan Agreement with Capex Investments.
8-K
9/14/05
99.110.4
Form of Indemnification Agreement with Capex Investments Limited.
8-K/A
11/1/05
10.410.5
Common Stock Purchase Agreement with Capex Investments Limited.
8-K
11/15/05
10.510.6
Common Stock Purchase Agreement with Aton Selct Fund Limited.
8-K
11/15/05
10.610.7
Common Stock Purchase Agreement with Asset Protection Fund Limited.
8-K
11/15/05
10.710.8
Series A Warrant to Purchase Shares of Common Stock to Capex Investments Limited.
8-K
11/15/05
10.810.9
Series A Warrant to Purchase Shares of Common Stock to Aton Select Fund Limited.
8-K
11/15/05
10.910.10
Series A Warrant to Purchase Shares of Common Stock to Asset Protection Fund Limited.
8-K
11/15/05
10.1010.11
Registration Rights Agreement with Capex Investments Limited.
8-K
11/15/05
10.1110.12
Registration Rights Agreement with Aton Select Fund Limited.
8-K
11/15/05
10.1210.13
Registration Rights Agreement with Asset Protection Fund Limited.
8-K
11/15/05
10.1310.14
Amendment to the Common Stock Purchase Agreement with Aton Select Fund Limited.
8-K
12/08/05
10.1410.15
Amendment to the Common Stock Purchase Agreement with Asset Protection Fund Limited.
8-K
12/08/05
10.1510.16
Lease Agreement with 866 U.N. Plaza Associates LLC.
10-QSB
12/30/05
10.1610.17
Exclusive Manufacturing License Agreement and Non-Exclusive Distribution Agreement with APW Inc.
10-QSB
12/30/05
10.1710.18
Common Stock Purchase Agreement with Professional Trading Services SA.
SB-2
1/13/06
10.1810.19
Series B Warrant to Purchase Shares of Common Stock to Professional Trading Services SA.
SB-2
1/13/06
10.1910.20
Registration Rights Agreement with Professional Trading Services SA.
SB-2
1/13/06
10.2010.21
Amended and Restated Common Stock Purchase Agreement with Bank Sal. Oppenheim Jr. & Cie. (Switzerland) Limited.
SB-2
1/13/06
10.2110.22
Series B Warrant to Purchase Shares of Common Stock to Bank Sal. Oppenheim Jr. & Cie. (Switzerland) Limited.
SB-2
1/13/06
10.2210.23
Agreement of Withdrawal from Stadium SA.
SB-2
1/13/06
10.2310.24
License Agreement with WKF/5 Ltd.
SB-2
1/13/06
10.24





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 Table of Contents





10.25
Amendment to License Agreement with WKF/5 Ltd and Alain Lemieux.
SB-2
1/13/06
10.2510.26
Form of Subscription Agreement.
SB-2
5/28/04
99.110.27
Employment Agreement with Alain Lemieux.
10-KSB
4/13/06
10.2710.28
Employment Agreement with Daniel Courteau.
10-KSB
4/13/06
10.2810.29
Employment Agreement with Flemming Munck.
10-KSB
4/13/06
10.2910.30
Employment Agreement with Eric Giguere.
10-KSB
4/13/06
10.3010.31
Endorsement Agreement with La Societe 421 Productions.
10-KSB
4/13/06
10.3110.32
Summary of terms and conditions of Oral Consulting Agreement with Greendale Consulting Limited.
10-KSB
4/13/06
10.3210.33
Exclusive Manufacturing License Agreement with Polyprod Inc.
10-KSB
4/13/06
10.3310.34
Management Fee Arrangement with Polyprod Inc.
10-KSB
4/13/06
10.3410.35
Supply Contract with Febra- Kunststoffe GimbH and BASF Aktiengesellschaft.
10-KSB
4/13/06
10.3510.36
Loan Agreement with Fiducie Alain Lemieux.
10-KSB
4/13/06
10.3610.37
Confirmation of Debt.
10-KSB
4/13/06
10.3710.38
Agreement with Daniel Courteau regarding Repayment of loans to Symbior Technologies Inc.
10-KSB
4/13/06
10.3810.39
2006 Equity Incentive Plan.
10-KSB
4/13/06
10.3910.40
Loan Agreement with Albert Beerli.
10-KSB
4/13/06
10.4010.41
Summary of terms and conditions of Loan Agreement with Albert Beerli.
10-KSB
4/13/06
10.4110.42
Lease Agreement with Albert Beerli.
10-KSB
4/13/06
10.4210.43
Memorandum regarding XL Generation Canada Inc.
10-KSB
4/13/06
10.4310.44
Stock Purchase Agreement with XL Generation AG and Stadium SA.
10-KSB
4/13/06
10.4410.45
Common Stock Purchase Agreement with Poma Management SA.
10-QSB
9/13/06
10.4510.46
Common Stock Purchase Agreement with Aton Select Fund Limited.
10-QSB
9/13/06
10.4610.47
Consulting Agreement by and between Ecolocap Solutions Inc. and Lakeview Consulting LLC.
8-K
11/11/08
10.4710.48
“ERPA” with Hong Kong Construction Investment Joint Stock Company.
8-K
12/23/08
10.110.49
“ERPA” with Thuong Hai Joint Stock Company.
8-K
12/23/08
10.210.50
“ERPA” with Vietnam Power Development Joint Stock Company.
8-K
12/23/08
10.310.51
“ERPA” with Hop Xuan Investment Joint Stock Company, Vietnam.
8-K
12/23/08
10.410.52
“ERPA” with ThangLong Education Development and Construction Import Export Investment Joint Stock Company.
8-K
12/23/08
10.510.53
Revised Consulting Agreement with Sodexen Inc.
8-K
12/23/08
10.610.54
Agreement with United Best Technology Limited.
8-K
12/23/08
10.710.55
Escrow Agreement with United Best Technology Limited.
8-K
12/23/08
10.810.56
“ERPA” with Tan Hiep Phuc Electricity Construction Joint-Stock Company Vietnam.
8-K
12/23/08
10.910.57
“ERPA” with Tuan Anh Hydraulic Development and Construction Investment Corporation, Vietnam.
8-K
12/23/08
10.1010.58
“ERPA” with Lao Cai Energy & Resources Investment Joint Stock Company, Vietnam.
8-K
12/23/08
10.1110.59
“ERPA” with Xiangton Iron and Steel Group Co. Ltd.
8-K
12/23/08
10.12


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10.60
“ERPA” with Hunan Valin Xiangton Iron & Steel Co. Ltd.
8-K
12/23/08
10.1310.61
“ERPA” with Hebi Coal Industry (Group) Co. Ltd.
8-K
12/23/08
10.1410.62
“ERPA” with Hebei Jinlong Cement Group Co., Ltd.
8-K
12/23/08
10.1510.63
“ERPA” with Bao Tan Hydro Electric Joint-Stock Company.
8-K
12/23/08
10.1610.64
“ERPA” with Construction and Infrastruction Development Joint-Stock Company Number Nine.
8-K
12/23/08
10.1710.65
Greenhouse Gas Offset Management Services Representation Agreement.
8-K
12/23/08
10.1810.66
“ERPA” with Xinjiang Xiangjianfeng Energy and Technology Development Co. Ltd.
8-K
12/23/08
10.1910.67
Technical Service Agreement with Xinjiang Xiangjinfeng Energy and Technology Development Co., Ltd.
8-K
12/23/08
10.2010.68
Technical Service Agreement with Hebei Fengda Metallized Pellet Co., Ltd.
8-K
12/23/08
10.2110.69
“ERPA” with Hebei Fengda Metallized Pellet Co., Ltd.
8-K
12/23/08
10.2210.70
“ERPA” with Shandong Chengzeyuan Environment Protection Engineering Co. Ltd.
8-K
12/23/08
10.2310.71
Technical Services Agreement with Shandong Chengzeyuan Environment Protection Engineering Co., Ltd.
8-K
12/23/08
10.2410.72
Technical Services Agreement with Leshan Kingssun Group Co. Ltd.
8-K
12/23/08
10.2510.73
“ERPA” with Leshan Kingssun Group Co., Ltd.
8-K
12/23/08
10.2610.74
Supply Agreement dated July 25, 2012.
8-K
7/30/12
10.110.75
Sale and Purchase Agreement dated July 27, 2012.
8-K
7/30/12
10.214.1
Code of Ethics.
10-KSB
3/31/08
14.131.1
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



X31.2
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



X32.1
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer.



X32.2
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Financial Officer.



X99.1
Audit Committee Charter.
10-KSB
3/31/08
99.199.2
Executive Committee Charter.
10-KSB
3/31/08
99.299.3
Nominating and Corporate Governance Committee Charter.
10-KSB
3/31/08
99.399.4
Stock Option Plan.
10-KSB
3/31/08
99.4101.INS
XBRL Instance Document.101.SCH
XBRL Taxonomy Extension – Schema.101.CAL
XBRL Taxonomy Extension – Calculations.101.DEF
XBRL Taxonomy Extension – Definitions.101.LAB
XBRL Taxonomy Extension – Labels.101.PRE
XBRL Taxonomy Extension – Presentation.














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