UNITED
      STATESSECURITIES AND
      EXCHANGE COMMISSIONWASHINGTON,
      D.C. 20549FORM
      10-Qx
                      Quarterly Report under Section 13
      or 15(d) of the Securities Exchange Act of
    1934For the quarterly period ended:
      June 30, 2009 ̈
                      Transition Report under Section
      13 or 15(d) of the Exchange Act of 1934For the transition period
      from toCommission
      File Number: 000-31165







ECOLOCAP
SOLUTIONS INC.


(Formerly
Known As XL GENERATION INTERNATIONAL INC.)


(Exact
Name of Small Business Issuer as specified in its charter)




NEVADA


(State or
other Jurisdiction of


Incorporation
or Organization)




740,
St-Maurice Street


Suite
102


Montreal H3C
1L5


(Address
of principal executive offices)




514-876-3907


(Issuer’s
telephone number, including area code)






Check
whether the Issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.  Yes x  No ̈




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.




Large Accelerated
      Filer
             ̈
            
            Accelerated
      Filer
             ̈Non-accelerated
      filer
             ̈
            
            Smaller Reporting
      Company
            x




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




The
Issuer had 43,813,739 shares of Common Stock, par value $.001, outstanding as of
August 12, 2009.


























TABLE
      OF CONTENTSPART
    IItem
    1.
              Financial
      Statements
              3Balance
      Sheet
              3Statements of
      Operations
              4Statements of Cash
      Flows
              5Notes to Financial
      Statements
              6Item
    2.
              Management’s Discussion and
      Analysis or Plan of Operation
              14Item
    3.
              Quantitative and Qualitative
      Disclosures about Market Risk
              17Item
    4.
              Controls and
      Procedures
              18PART
    II
              
              18Item
    1.
              Legal
      Proceedings
              18Item
    2.
              Unregistered Sales of Equity
      Securities and Use of Proceeds
              18Item
    3.
              Defaults Upon Senior
      Securities
              18Item
    4.
              Submission of Matters to a Vote
      of Security Holders
              18Item
    5.
              Other
      Information
              18Item
    6.
              Exhibits
              19SIGNATURES
              
              20Exhibit
      Index
              
              21


























2





PART I: FINANCIAL
      INFORMATIONITEM
      1. FINANCIAL STATEMENTSECOLOCAP
      SOLUTIONS INC.(Formally known as XL
      GENERATION INTERNATIONAL INC.)BALANCE
      SHEETJune
      30,
                                                                            
                                                                            
                                                                            December
      31,2009
                                                                            
                                                                            
                                                                            2008(unaudited)
                                                                            
                                                                            
                                                                            (audited)ASSETSCURRENT
      ASSETS:Cash
                                                                            
                                                                            $
                                                                            10,119
                                                                            
                                                                            
                                                                            $
                                                                            23,787Taxes
      receivable
                                                                            
                                                                            
                                                                            6,313
                                                                            
                                                                            
                                                                            
                                                                            31,658Prepaid expenses and sundry current
      assets
                                                                            
                                                                            
                                                                            6,001
                                                                            
                                                                            
                                                                            
                                                                            6,001TOTAL
      CURRENT ASSETS
                                                                            
                                                                            
                                                                            22,433
                                                                            
                                                                            
                                                                            
                                                                            61,446PROPERTY
      AND EQUIPMENT, AT COST,LESS
      ACCUMULATED DEPRECIATION
                                                                            
                                                                            
                                                                            16,440
                                                                            
                                                                            
                                                                            
                                                                            19,652TOTAL
      ASSETS
                                                                            
                                                                            $
                                                                            38,873
                                                                            
                                                                            
                                                                            $
                                                                            81,098LIABILITIES
      AND STOCKHOLDERS’ DEFICIENCYCURRENT
      LIABILITIES:Note
      payables’ (note 6)
                                                                            
                                                                            
                                                                            265,000
                                                                            
                                                                            
                                                                            
                                                                            250,000Note
      payable-stockholder (note 7)
                                                                            
                                                                            
                                                                            451,000
                                                                            
                                                                            
                                                                            
                                                                            450,000Accrued
      expenses and sundry currentLiabilities
      (note 5)
                                                                            
                                                                            
                                                                            341,320
                                                                            
                                                                            
                                                                            
                                                                            218,524TOTAL
      CURRENT LIABILITIES
                                                                            
                                                                            $
                                                                            1,057,320
                                                                            
                                                                            
                                                                            $
                                                                            918,524STOCKHOLDERS'
      DEFICIENCYCommon stock
                                                                            
                                                                            $
                                                                            106,737
                                                                            
                                                                            
                                                                            $
                                                                            106,737Additional paid in capital
                                                                            
                                                                            
                                                                            22,747,967
                                                                            
                                                                            
                                                                            
                                                                            22,747,967Accumulated Deficit
                                                                            
                                                                            
                                                                            (23,873,151
                                                                            )
                                                                            
                                                                            
                                                                            (23,692,130
                                                                            )TOTAL
      STOCKHOLDERS' DEFICIENCY
                                                                            
                                                                            $
                                                                            (1,018,447
                                                                            )
                                                                            
                                                                            $
                                                                            (837,426
                                                                            )TOTAL
      LIABILITIES AND STOCKHOLDERS’DEFICIENCY
                                                                            
                                                                            $
                                                                            38,873
                                                                            
                                                                            
                                                                            $
                                                                            81,098









3








ECOLOCAP
      SOLUTIONS INC.(Formally
      known as XL GENERATION INTERNATIONAL INC.)STATEMENTS OF
      OPERATIONSSix months
      ended June 30,2009 and 2008 andThree months
      ended June 30,2009 and 2008(unaudited)Six Months
                                                      
                                                      
                                                      Six Months
                                                      
                                                      
                                                      Three
      Months
                                                      
                                                      
                                                      Three
    Monthsended
                                                      
                                                      
                                                      ended
                                                      
                                                      
                                                      ended
                                                      
                                                      
                                                      endedJune
      30,
                                                      
                                                      
                                                      June
      30,
                                                      
                                                      
                                                      June
      30,
                                                      
                                                      
                                                      June
      30,2009
                                                      
                                                      
                                                      2008
                                                      
                                                      
                                                      2009
                                                      
                                                      
                                                      2008SALES
                                                      
                                                      $
                                                      -
                                                      
                                                      
                                                      $
                                                      -
                                                      
                                                      
                                                      $
                                                      -
                                                      
                                                      
                                                      $
                                                      -COSTS AND
      EXPENSES:Cost of
      sales
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -Selling, general and
      administrative
                                                      
                                                      
                                                      133,747
                                                      
                                                      
                                                      
                                                      402,657
                                                      
                                                      
                                                      
                                                      46,515
                                                      
                                                      
                                                      
                                                      249,183Compensation expense (note
      9)
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -Reserve
      for compensation expense (note 9)
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      3,500,000
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -Interest-stockholder
                                                      
                                                      
                                                      34,579
                                                      
                                                      
                                                      
                                                      132,369
                                                      
                                                      
                                                      
                                                      18,836
                                                      
                                                      
                                                      
                                                      50,539Foreign
      exchange loss (gain)
                                                      
                                                      
                                                      12,695
                                                      
                                                      
                                                      
                                                      1,659
                                                      
                                                      
                                                      
                                                      12,053
                                                      
                                                      
                                                      
                                                      (69
                                                      )TOTAL COSTS AND
      EXPENSES
                                                      
                                                      
                                                      181,021
                                                      
                                                      
                                                      
                                                      4,036,685
                                                      
                                                      
                                                      
                                                      77,404
                                                      
                                                      
                                                      
                                                      299,653NET(LOSS)
                                                      
                                                      $
                                                      (181,021
                                                      )
                                                      
                                                      $
                                                      (4,036,685
                                                      )
                                                      
                                                      $
                                                      (77,404
                                                      )
                                                      
                                                      $
                                                      (299,653
                                                      )Net Loss Per
      Share
                                                      
                                                      $
                                                      (0.00
                                                      )
                                                      
                                                      $
                                                      (0.11
                                                      )
                                                      
                                                      $
                                                      (0.00
                                                      )
                                                      
                                                      $
                                                      (0.01
                                                      )Average weighted Number of
      Shares
                                                      
                                                      
                                                      43,938,739
                                                      
                                                      
                                                      
                                                      38,617,929
                                                      
                                                      
                                                      
                                                      43,938,739
                                                      
                                                      
                                                      
                                                      39,800,923






















4


ECOLOCAP
      SOLUTIONS INC.(Formally
      known as XL GENERATION INTERNATIONAL INC.)STATEMENTS
      OF CASH FLOWS
                                                                                                      Six months
      ended June 30, 2009 and 2008(unaudited)June
      30
                                                                                                    
                                                                                                    
                                                                                                    June
      302009
                                                                                                    
                                                                                                    
                                                                                                    2008Net
      loss
                                                                                                    
                                                                                                    $
                                                                                                    (181,021
                                                                                                    )
                                                                                                    
                                                                                                    $
                                                                                                    (4,036,685
                                                                                                    )Adjustment
      to reconcile net income to net cash usedin
      operating activitiesDepreciation
      and amortization
                                                                                                    
                                                                                                    
                                                                                                    3,212
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    1,490Reserve
      for compensation expense
                                                                                                    
                                                                                                    
                                                                                                    -
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    3,500,000Issuance
      of common stock in exchange of debt
                                                                                                    
                                                                                                    
                                                                                                    -
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    3,137Premium
      on issuance of common stock
                                                                                                    
                                                                                                    
                                                                                                    -
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    3,134,163Loans
      payable stockholders
                                                                                                    
                                                                                                    
                                                                                                    -
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    (3,019,332
                                                                                                    )Accrued
      interests-stockholder
                                                                                                    
                                                                                                    
                                                                                                    22,900
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    14,263Changes
      in operating assets and liabilities:Taxes
      receivable
                                                                                                    
                                                                                                    
                                                                                                    25,345Prepaid
      expenses and sundry current assets
                                                                                                    
                                                                                                    
                                                                                                    -
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    (11,436
                                                                                                    )Accrued
      expenses and sundry current liabilities
                                                                                                    
                                                                                                    
                                                                                                    99,896
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    12,463Net
      cash used by operating activities
                                                                                                    
                                                                                                    $
                                                                                                    (29,668
                                                                                                    )
                                                                                                    
                                                                                                    $
                                                                                                    (401,937
                                                                                                    )Investing
      activitiesAcquisitions
      of property and equipment
                                                                                                    
                                                                                                    
                                                                                                    -
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    (22,030
                                                                                                    )Net
      cash used in investing activities
                                                                                                    
                                                                                                    $
                                                                                                    -
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    (22,030
                                                                                                    )Financing
      activitiesStock
      payable
                                                                                                    
                                                                                                    
                                                                                                    -
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    -Proceeds
      of loans payable stockholders
                                                                                                    
                                                                                                    
                                                                                                    16,000
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    525,000Net
      cash provided by financing activities
                                                                                                    
                                                                                                    $
                                                                                                    16,000
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    525,000Increase
      (decrease) in cash
                                                                                                    
                                                                                                    
                                                                                                    (13,668
                                                                                                    )
                                                                                                    
                                                                                                    
                                                                                                    101,033Cash-beginning
      of period
                                                                                                    
                                                                                                    
                                                                                                    23,787
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    166,470Cash-end
      of period
                                                                                                    
                                                                                                    $
                                                                                                    10,119
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    267,503








5






ECOLOCAP SOLUTIONS INC.


(Formally
known as XL GENERATION INTERNATIONAL INC.)


NOTES
TO FINANCIAL STATEMENTS




NOTE
1- NATURE OF BUSINESS




Recognizing
the opportunities created by the Kyoto Protocol Exchange Mechanisms, EcoloCap
Solutions Inc. (hereinafter ‘EcoloCap’ or the ‘Company’) has developed an
integrated development approach that focuses upon both existing and needed
infrastructure facilities to produce substantial new value in the form of
tradable CERs. EcoloCap brings together the know-how, capital,
technology.





EcoloCap
has the resources and expertise necessary for the creation of CERs traded in the
new Carbon Market. The Company brings together the know-how, capital,
technology, engineering, and on-the-ground operators for the successful
development of Greenhouse Gases capture and utilization projects under the Clean
Development Mechanism. The Carbon Credits (CERs) so created are then sold
through established international markets.




EcoloCap
has developed an integrated development approach that focuses on generating the
Carbon Credits in developing countries to produce substantial new value in the
form of tradable CERs while at the same time maximizing alternative energy
generation co-products for additional revenues.






NOTE 2-SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES




PRINCIPLES
OF CONSOLIDATION




The
consolidated financial statements include the accounts of the Company and its
subsidiary EcoloCap Solutions Canada Inc. after the elimination of inter-company
accounts and transactions.




CASH
AND CASH EQUIVALENTS




The
Company considers all highly liquid debt instruments with original maturities
not exceeding three months to be cash equivalents.




INCOME
TAXES




The asset
and liability approach is used to account for income taxes by recognizing
deferred tax assets and liabilities for the expected future tax consequences of
temporary differences between the carrying amounts and the tax bases of assets
and liabilities. The Company records a valuation allowance to reduce the
deferred tax assets to the amount that is more likely than not to be
realized.




6




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.




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.




STOCK BASED COMPENSATION




The
Company accounts for stock options and similar equity instruments issued in
accordance with SFAS No. 123(revised), " Share-Based Payment". Accordingly,
compensation costs attributable to stock options or similar equity instruments
granted are measured at the fair value at the grant date, and expensed over the
expected vesting period. Transactions in which goods or services are received in
exchange for the issuance of equity instruments are accounted for based on the
fair value of the consideration received or the fair value of the equity
instruments issued, whichever is more reliably measurable. SFAS No. 123(revised)
requires excess tax benefits be reported as a financing cash inflow rather than
as a reduction of taxes paid.




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 six
months ended June 30, 2009 and 2008 the Company has incurred loss of $181,021
and gain of $4,036,685 respectively. The Company has negative working capital of
$1,034,887 compared to $857,078 at December 31, 2008 and a stockholders
deficiency of $1,018,447 compared to $837,426 at December 31, 2008. 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 Kyoto Protocol Exchange Mechanisms, 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.




7




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 in the form of
tradable CERs.




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




Equipment
is stated at cost. Depreciation is computed using the straight-line method over
3 to 5 years.




June
      30,2009Furniture
      & fixtures - 5 yrs
              
              12,701Computer
      equipment - 3 years
              
              11,654$
              24,355Less
      : accumulated depreciation
              
              7,915Balance
      June 30, 2009
              $
              16,440







NOTE
5--ACCRUED EXPENSES AND SUNDRY CURRENT LIABILITIES




Accrued
expenses consisted of the following at June 30:




2009Accrued interest-stockholder
              $
              22,900Accrued operating expenses
              
              318,420$
              341,320







NOTE
6--NOTE PAYABLES’




In 2008,
the Company received loans from Carnavon Trust REG in the amount of $250,000.
These loans carry an interest of 10% and are payable on demand. In 2009, the
Company received loans from Capex Investments Limited in the amount of $15,000.
These loans carry an interest of 10% and are payable on demand.








8


NOTE
7--NOTE PAYABLE – STOCKHOLDER




In 2008,
the Company received loans from POMA Management Inc., a shareholder, in the
amount of $450,000. In 2009, the Company received additional loans from POMA
Management Inc. in the amount of $1,000. These loans carry an interest of 10%
and are payable on demand.





Amounts
owed to stockholders at June 30, are as follows:




2009Payable
      POMA  Management Inc.
              $
              451,000Payable
      stockholder
              $
              451,000






NOTE 8 -CAPITAL STOCK




The
company is authorized to issue 100,000,000 shares of common stock (par value
$0.001) of which 43,813,739 were issued and outstanding at of June 30,
2009.




As of
February 12, 2008, the Company entered into an agreement with United Best
Technology Limited (“United”). The agreement is a five (5) year renewable
Service Agreement (the “Agreement”) pursuant to which United shall provide
advice to undertake for and consult with the Company concerning certain
operational areas and shall review and advise the Company regarding Carbon
Credits (“CER”) and Clean Development Mechanism projects as well as the
Company’s overall progress, needs and condition in those areas, find, negotiate
and close contracts and projects for a minimum of Three Million Six Hundred
Thousand (3,600,000) CERs that could be certified, traded and delivered and to
assist the execution of said contracts or projects by the Company or one of its
affiliates. United for the exclusivity of its services was granted Three Million
Five Hundred Thousand (3,500,000) restricted shares of the Company’s common
stock, out of said Three Million Five Hundred Thousand (3,500,000) restricted
shares, One Million (1,000,000) restricted shares will be put in escrow as
provided in the executed Escrow Agreement.




On
September 10, 2008, Webster Plus S.A. paid seventy-five thousand dollars
($75,000) to purchase from the Company (i) 250,000 shares of the Company's
common stock; and (ii) Series A Warrants to purchase up to an additional 125,000
shares of the Company's common stock at an exercise price initially set at $2.50
per share.





On June
11, 2008, Larinton Investments S.A has elected to convert loans of $1,637,300
into 1,811,176 common shares of the Company. The price of the shares of the
Company is equal to the average market price of the common shares of the Company
during the 60 previous days of the date of the execution of the
conversion.





9


On June
11, 2008, Toniland S.A has elected to convert loans of $1,500,000 into 1,659,295
common shares of the Company. The price of the shares of the Company is equal to
the average market price of the common shares of the Company during the 60
previous days of the date of the execution of the conversion.





On
October 9, 2008, the Company entered into an agreement with Lakeview Consulting
LLC (“Lakeview”). The agreement is a one (1) year Service Agreement (the
“Agreement”) pursuant to which Lakeview shall provide advice to undertake for
and consult with the Company concerning management advisement, strategic
planning and marketing in connection with its business, together with advisory
and consulting related to shareholder management and public relations. Lakeview
for its services was granted One Million (1,000,000) restricted shares of the
Company’s common stock.






NOTE
9-STOCK-BASED COMPENSATION EXPENSE




As of
February 12, 2008, the Company entered into an agreement with United Best
Technology Limited (“United”). The agreement is a five (5) year renewable
Service Agreement (the “Agreement”) pursuant to which United shall provide
advice to undertake for and consult with the Company concerning certain
operational areas and shall review and advise the Company regarding Carbon
Credits (“CER”) and Clean Development Mechanism projects as well as our overall
progress, needs and condition in those areas, find, negotiate and close
contracts and projects for a minimum of Three Million Six Hundred Thousand
(3,600,000) CERs that could be certified, traded and delivered and to assist the
execution of said contracts or projects by the Company or one of its affiliates.
To devote all United’s intellectual property, knowledge, technology and United’s
contacts related to the CER and Clean Development Mechanism projects exclusively
for the development of the Company business in an exclusive and define
territory. United for the exclusivity of its services was granted Three Million
Five Hundred Thousand (3,500,000) restricted shares of our common stock, out of
said Three Million Five Hundred Thousand (3,500,000) restricted shares, One
Million (1,000,000) restricted shares will be put in escrow as provided in the
executed Escrow Agreement.




The Company ability to value the United Best contract has been
aversively affected by the following risks: the early stage development of the
industry as a whole, the general political risk in China as well as non western
business norms in effect were this contract is domicile. Accordingly, the
Company has provided a valuation reserve against the prepayments made under
United Best contract.










10




On
October 9, 2008, the Company entered into an agreement with Lakeview Consulting
LLC (“Lakeview”). The agreement is a one (1) year Service Agreement (the
“Agreement”) pursuant to which Lakeview shall provide advice to undertake for
and consult with the Company concerning management advisement, strategic
planning and marketing in connection with its business, together with advisory
and consulting related to shareholder management and public relations. Lakeview
for its services was granted One Million (1,000,000) restricted shares of the
Company’s common stock. For the year ended December 31, 2008, the Company
recorded compensation expense of $3,839,000. As of June 30, 2009, there was no
unrecognized compensation cost related to non-vested share-based
compensation.




A summary
of option activity for the six month period ended June 30, 2009 is presented
below:




Weighted-Weighted-
              
              AverageAverage
              
              RemainingExercise
              
              ContractualOptions
              
              Shares
              
              
              Price
              
              TermOutstanding
      at December 31, 2008
              
              1,465,000
              
              $
              1,10
              
              5.24Granted
              
              -
              
              
              -
              
              -Exercised,
      forfeited, or expired
              
              -
              
              
              -
              
              -Outstanding
      at June 30, 2009
              
              1,465,000
              
              $
              1.10
              
              5.24Exercisable
      at June 30, 2009
              
              1,465.000
              
              $
              1.10
              
              5.24







NOTE
10 -INCOME TAXES




As of
June 30, 2009 the company had net operating loss carryforwards of approximately
$22,671,000.




Components of deferred tax assets and liabilities at June 30, 2009
are as follows:




Deferred
      tax asset
                  $
                  7,708,152Valuation
      allowance
                  
                  (7,708,152)Net
      deferred tax asset
                  $
                  0







The
Company has recorded a full valuation allowance against its deferred tax asset
since it believes it is more likely than not that such deferred tax asset will
not be realized.




11




NOTE
11 -COMMITMENTS AND CONTINGENCIES




The
Company is a party to a lease for its Montreal office, at a minimum annual
rental of approximately $64,000 per year.







NOTE
12 -RELATED PARTY TRANSACTIONS




On
December 31, 2008, the Company had received loans from POMA Management Inc., a
shareholder, in the amount of $450,000.




In 2009,
the Company received loans from POMA Management Inc., a shareholder, in the
amount of $1,000. These loans carry an interest of 10% and are payable on
demand.






NOTE
13 - RECENTLY ISSUED ACCOUNTING STANDARDS




In
February 2007, the FASB issued SFAS No. 159 (“SFAS 159”), “The Fair Value Option
for Financial Assets and Financial Liabilities —Including an Amendment of FASB
Statement No. 115”. This Statement provides companies with an option to measure,
at specified election dates, many financial instruments and certain other items
at fair value that are not currently measured at fair value. A company that
adopts SFAS 159 will report unrealized gains and losses on items for which the
fair value option has been elected in earnings at each subsequent reporting
date. This Statement also establishes presentation and disclosure requirements
designed to facilitate comparisons between entities that choose different
measurement attributes for similar types of assets and liabilities. This
Statement is effective for fiscal years beginning after November 15, 2007. The
Company is currently evaluating the effect that the adoption of SFAS 159 will
have on its results of operations and financial position.




In
December 2007, the FASB issued FAS No. 160, Non-Controlling Interest in
Consolidated Financial Statements-an amendment of ARB No. 51 ("FAS 160"). FAS
160 requires that a non-controlling interest in a subsidiary be separately
reported within equity and the amount of consolidated net income attributable to
the non-controlling interest be presented in the statement of operations. FAS
160 also calls for consistency in reporting changes in the parent's ownership
interest in a subsidiary and necessitates fair value measurement of any
non-controlling equity investment retained in a deconsolidation. FAS 160 is
effective for fiscal periods beginning after December 15, 2008. Therefore, the
Company is required to adopt FAS 160 on January 1, 2009. The Company is
currently evaluating the requirements of FAS 160 and the potential impact on the
Company's financial position and results of operations.








12


In
December 2007, FASB issued SFAS No. 141R (“SFAS 141R”), Business Combinations,
which impacts the accounting for business combinations. The statement requires
changes in the measurement of assets and liabilities required in favor of a fair
value method consistent with the guidance provided in SFAS 157 (see above).
Additionally, the statement requires a change in accounting for certain
acquisition related expenses and business adjustments which no longer are
considered part of the purchase price. Adoption of this standard is required for
fiscal years beginning after December 15, 2008. Early adoption of this standard
is not permitted. The statement requires prospective application for all
acquisitions after the date of adoption. The Company is currently evaluating the
effect that the adoption of SFAS 141R will have on its results of operations and
financial position. However, the adoption of SFAS 141R is not expected to have a
material impact on the Company’s financial statements.




In March
2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments
and Hedging Activities", an amendment of SFAS No. 133. SFAS 161 applies to all
derivative instruments and non-derivative instruments that are designated and
qualify as hedging instruments pursuant to paragraphs 37 and 42 of SFAS 133 and
related hedged items accounted for under SFAS 133. SFAS 161 requires entities to
provide greater transparency through additional disclosures about how and why an
entity uses derivative instruments, how derivative instruments and related
hedged items are accounted  for under SFAS 133 and its related
interpretations, and how derivative instruments and related hedged items affect
an entity's financial position, results of operations, and cash flows. SFAS 161
is effective as of the beginning of an entity's first fiscal year that begins
after November 15, 2008. The Company does not expect the adoption of SFAS 161
will have a material impact on its financial condition or results of
operation.




In April
2008, the FASB issued FSP FAS 142-3, “ Determination of the Useful Life of
Intangible Assets”.  This guidance is intended to improve the
consistency between the useful life of a recognized intangible asset under SFAS
No. 142, “ Goodwill and Other
Intangible Assets”, and the period of expected cash flows used to
measure the fair value of the asset under SFAS No. 141(R) when the underlying
arrangement includes renewal or extension of terms that would require
substantial costs or result in a material modification to the asset upon renewal
or extension.  Companies estimating the useful life of a recognized
intangible asset must now consider their historical experience in renewing or
extending similar arrangements or, in the absence of historical experience, must
consider assumptions that market participants would use about renewal or
extension as adjusted for SFAS No. 142’s entity-specific
factors.  This standard is effective for fiscal years beginning after
December 15, 2008, and is applicable to the Company’s fiscal year beginning
January 1, 2009.  The Company does not anticipate that the adoption of
this FSP will have an impact on its results of operations or financial
condition.






NOTE
14 – LITIGATION




As of the
filling of the present report on form 10Q, the Company considers there was no
pending or threatened litigation, claims, or assessments against the Company for
its acts or omission.







13






ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF 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 June 30, 2009 (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.




On
November 13, 2007, we changed our name from “XL Generation International Inc.”
to “Ecolocap Solutions Inc.” Our shares of common stock are traded on the
Bulletin Board operated by the Financial Industry Regulatory Authority under the
symbol ECOS.




Business
Plan




The
Kyoto Protocol established various exchange mechanisms in order to achieve its
targeted reduction in carbon emission. In addition to the targets set by Kyoto,
countries and companies not bound by the Kyoto Protocol are voluntarily creating
national schemes and offsetting their emissions associated to their normal
activities as part of their corporate responsibility.




Recognizing
the opportunity these new mechanisms represent, we are developing an integrated
development approach that focuses upon both existing and needed infrastructure
facilities to produce substantial new value in the form of tradable CERs while
at the same time maximizing alternative energy generation co-products. Our
partners with owners of facilities emitting the harmful greenhouse gas as well
as with all other environmental projects’ owners in developing countries, to
capitalize on the opportunities afforded by the emerging market in carbon credit
trading turning potential liabilities into lucrative resources while maximizing
available possibilities for clean and renewable energy production.




Our
initial geographical focus is in Vietnam and China and will follow by expansions
into Africa and Latin America. These areas have been identified by leading
authorities as representing substantial opportunities for remediation of
greenhouse gasses and therefore represent the greatest opportunities for the
production of CERs. They also represent geographies in which we have begun to
develop efficient operating scale thereby enhancing potential
profitability.






14






In order to develop the Vietnamese
market, EcoloCap Solutions Canada has identified a few Vietnamese potential
partners. After various meetings, negotiations and telephone conversations, we
retained the services of a scouting agency. A one year, renewable contract was
signed with BEWTE, for identifying, negotiating and developing CDM projects in
Vietnam. Since the signature of the scouting contract, BEWTE has identified 40
potential CER projects in Vietnam. Ecolocap Solutions management has provided
training session to the scouting agency personnel on the CDM and the CER
business.Ecolocap Solutions CEO went to Vietnam and China to start
discussions and negotiations for the projects with the best potential. After a
few trips, discussions and negotiations that occurred over the past six months,
11 ERPA (Emission Reduction Purchase Agreement) contracts were signed in Vietnam
and 8 ERPA (Emission Reduction Purchase Agreement) contracts were signed in
China.




Results of Operations




For
the Three and Six Month Period ended June 30, 2009




Overview




We
posted net losses of $77,404 and $181,021 respectively for the three and the six
month periods ended June 30, 2009 as compared to net loss of $299,653 and
$4,036,685 for the comparable period of 2008. The loss resulted from the
signature of an exclusive Service Agreement with United Best Technology Limited
of Hong Kong. United will devote all its intellectual property, knowledge,
technology and contacts related to the CER and Clean Development Mechanism
projects exclusively for the development of EcoloCap business in an exclusive
and define territory. United for the exclusivity of its services was granted
Three Million Five Hundred Thousand (3,500,000) restricted shares of our common
stock. The cost of the Agreement was accounted for under compensation
expense.




Over the
last 3 months, the Company has finalized thepreparation of three
project’s PIN (Project Idea Note) which consists of preparing a description of
the project and the applied technology, verifying if it is acceptable under the
criteria of the Kyoto Protocol. Once completed, the PINs were presented to the
local authority (Designated National Authority (DNA)) of the Vietnam for
approval. As of the date of this report, the three projects PINs have been
approved by the Vietnamese DNA.





EcoloCap
Solutions has also, over the past three months, been negotiating the terms of a
project financing, support and registration with a major CER
broker.





Ecolocap
Solutions CEO had many discussions and email exchange to follow up and update
the status and development of the 11 ERPA (Emission Reduction Purchase
Agreement) contracts signed in Vietnam.





In
May, 2009, EcoloCap Solutions Inc. (“ECOS”) and Micro Bubble Technologies Inc.
(“MBT”) representatives entered into a Letter of intent for "ECOS" to acquire
100% of the paid and outstanding shares of Common Stock of "MBT". Both parties
have spent the past weeks completing the due diligence process and expect the
transaction to close within a short period of time.






15





The
Company has started intense discussions with CANTOR CO2 LLC, a major CER broker,
in order to accelerate the project development and to help CER project owners
find financing though potential investors, brokers and CER buyers




Sales




For
the three and six month period ended June 30, 2009 we had no gross revenues.
This compared to no gross revenues for the same periods of 2008.




Total
Cost and Expenses




For
the three and six month periods ended June 30, 2009, we incurred total costs and
expenses of $77,404 and $181,021. This compared to $299,653 and $4,036,685 for
the same periods of 2008. The decrease in total cost and expenses resulted from
the signature in 2008 of an exclusive Service Agreement with United Best
Technology Limited of Hong Kong. United will devote all its intellectual
property, knowledge, technology and contacts related to the CER and Clean
Development Mechanism projects exclusively for the development of EcoloCap
business in an exclusive and define territory. United for the exclusivity of its
services was granted Three Million Five Hundred Thousand (3,500,000) restricted
shares of our common stock. The cost of the Agreement was accounted for under
compensation expense.




Selling, General and
Administration




For
the three and six month periods ended June 30, 2009, we incurred selling,
general and administration expenses of $46,515 and $133,747. This compared to
$249,183 and $402,657 for the same periods last year. The decrease was due to
the layoff of all of the Company’s staff. We have undertaken a review of
corporate overhead and implemented measures to reduce corporate overhead to a
level more sustainable in relation to current revenue volume and management’s
expectations.




Interest




We
calculate interest in accordance with the respective note payable. For the three
and six month periods ended June 30, 2009, we incurred a charge of $18,836 and
$34,579. This compared to $50,539 and $132,369 for the same periods of the
previous year. This increase mirrors the increase liabilities which we have
assumed to finance our operations.




Liquidity
and Capital Resources




At
June 30, 2009, we had $10,119 in cash, as opposed to $23,787 in cash at December
31, 2008. Total cash requirements for operations for the six month period ended
June 30, 2009 was $29,668. As a result of its new business plan, management
estimates that cash requirements through the end of the fiscal year ended
December 31, 2009 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 end of the third quarter of 2009 or 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 our 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.






16






At
June 30, 2009, we had total assets of $38,873 compared to total assets of
$81,098 at December 31, 2008. The decrease is mainly due to money received from
taxes receivable.




At
June 30, 2009, we had total current liabilities of $1,057,320 compared to total
current liabilities of $918,524 at December 31, 2008. The liabilities are mainly
due to (i) accrued operational costs and (ii) loan note.




We
are party to a lease for our Montreal office (the “Montreal Lease”), at a
minimum annual rent of approximately $64,000 per year. The Montreal Lease
expires in February 15, 2014.




On
December 31, 2008, we received loans from POMA Management Inc. , a shareholder,
in the amount of $450,000. In 2009, the Company received loans from POMA
Management Inc., a shareholder, in the amount of $1,000. These loans carry an
interest of 10% and are payable on demand.




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 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.




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.




17




ITEM
4.  CONTROLS AND PROCEDURES




Evaluation of Disclosure Controls and
Procedures




Under the
supervision and with the participation of our management, including the
Principal Executive Officer and Principal Financial Officer, we have evaluated
the effectiveness of our disclosure controls and procedures as required by
Exchange Act Rule 13a-15(b) as of the end of the period covered by this report.
Based on that evaluation, the Principal Executive Officer and
Principal  Financial Officer have concluded that these disclosure
controls and procedures are effective. There were no changes in our internal
control over financial reporting during the quarter ended June 30, 2009 that
have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.




PART
II OTHER INFORMATION




ITEM
1.  LEGAL PROCEEDINGS




None.




ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS




None.




ITEM 3.  DEFAULTS UPON SENIOR
SECURITIES




None.




ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS




None.




ITEM
5.  OTHER INFORMATION




None.


















18




ITEM
6.  EXHIBITS




(a)
Exhibits




Exhibit
      No.
            
            Description
      of Exhibits31.1
            
            Certification
      of Chief Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley
      Act of 2002.31.2
            
            Certification
      of Principal Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley
      Act of 2002.32.1
            
            Certification
      of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350,
      asadopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.32.2
            
            Certification
      of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350,
      asadopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.


































19




SIGNATURES






In
accordance with the requirements of the Exchange Act, the Registrant has caused
this report to be signed on its behalf by the undersigned thereunto duly
authorized.




ECOLOCAP
      SOLUTIONS INC.Formerly,
      XL GENERATION INTERNATIONAL INC.August
      13, 2009By:
                TRI VU
      TRUONGName:
                Tri
      Vu TruongTitle:
                Principal
      Executive OfficerBy:
                MICHEL
      ST-PIERREName:
                Michel
      St-PierreTitle:
                Acting
      Principal Financial Officer andActing
      Principal Accounting
Officer








































20




Exhibit Index




Exhibit
      No.
            
            Description
      of Exhibits31.1
            
            Certification
      of Chief Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley
      Act of 2002.31.2
            
            Certification
      of Principal Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley
      Act of 2002.32.1
            
            Certification
      of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350,
      asadopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.32.2
            
            Certification
      of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350,
      asadopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.








































21