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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year endedDecember 31,
2009

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

For the transition period from [     ] to
[     ]

Commission file number 333-139045

ECOLOGIC TRANSPORTATION,
INC.(Exact name of registrant as specified in its charter)

|Nevada                                                               | 26-1875304                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|1327 Ocean Avenue, Suite B, Santa Monica,
      California           | 90401                               
|(Address of principal executive offices)                             | (Zip Code)                          
|                                                                     |                                     
|Registrant's telephone number, including area code:                  | 310.899.3900                        

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

|Title of Each Class | Name of Each Exchange On Which Registered
|------------------- | -----------------------------------------
|N/A                 | N/A                                      

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

N/A(Title of class)

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

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

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Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports) and (2) has been
subject to such filing requirements for the last 90
days.Yes [X]     No [   ]

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

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

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 definition of large accelerated filer,
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 aggregate market value of Common Stock held by
non-affiliates of the Registrant as of June 30, 2009 (was $23,631,297 based
on a closing price of $1.80 for the Common Stock on June 30, 2009 the last
business day of the registrants most recently completed second fiscal
quarter. For purposes of this computation, all executive officers and
directors have been deemed to be affiliates. Such determination should not be
deemed to be an admission that such executive officers and directors are, in
fact, affiliates of the Registrant.

Indicate the number of shares outstanding of each of the
registrants classes of common stock as of the latest practicable date.

22,662,824 Common Shares issued & outstanding as of
  April 12, 2010.

DOCUMENTS INCORPORATED BY REFERENCE

None.

2

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TABLE OF CONTENTS

|Item
      1.  | Business                                                                                                   | 4 
|-------------- | ---------------------------------------------------------------------------------------------------------- | --
|               |                                                                                                            |   
|Item
      1A. | Risk
      Factors                                                                                         | 10
|               |                                                                                                            |   
|Item
      2.  | Properties                                                                                                 | 14
|               |                                                                                                            |   
|Item
      3.  | Legal
      Proceedings                                                                                    | 14
|               |                                                                                                            |   
|Item
      4.  | (Removed
      and Reserved)                                                                               | 14
|               |                                                                                                            |   
|Item
      5.  | Market
      for Common Equity and Related Stockholder Matters                                             | 14
|               |                                                                                                            |   
|Item
      6.  | Selected
      Financial Data                                                                              | 15
|               |                                                                                                            |   
|Item
      7.  | Managements
      Discussion and Analysis of Financial Condition and Results of Operations                | 15
|               |                                                                                                            |   
|Item
      7A. | Quantitative
      and Qualitative Disclosures About Market Risk                                           | 20
|               |                                                                                                            |   
|Item
      8.  | Financial
      Statements and Supplementary Data                                                          | 20
|               |                                                                                                            |   
|Item
      9.  | Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure           | 23
|               |                                                                                                            |   
|Item
      9A. | Controls
      and Procedures                                                                              | 23
|               |                                                                                                            |   
|Item
      9B. | Other
      Information                                                                                    | 24
|               |                                                                                                            |   
|Item
      10. | Directors,
      Executive Officers and Corporate Governance                                               | 24
|               |                                                                                                            |   
|Item
      11. | Executive
      Compensation                                                                               | 30
|               |                                                                                                            |   
|Item
      12. | Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters | 32
|               |                                                                                                            |   
|Item
      13. | Certain
      Relationships and Related Transactions, and Director Independence                            | 33
|               |                                                                                                            |   
|Item
      14. | Principal
      Accountants Fees and Services                                                              | 34
|               |                                                                                                            |   
|Item
      15. | Exhibits,
      Financial Statement Schedules                                                              | 34

3

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PART I

Item
1.             
Business

This annual report contains forward-looking statements. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as may,
should, expects, plans, anticipates, believes, estimates,
predicts, potential or continue or negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled Risk Factors, that may cause our or our industrys actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.

Our financial statements are stated in United States Dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

In this annual report, unless otherwise specified, all dollar
amounts are expressed in United States Dollars and all references to common
shares refer to the common shares in our capital stock.

As used in this annual report, the terms "we", "us", "our" and
"Ecologic" mean Ecologic Transportation, Inc. and our wholly-owned subsidiaries,
Ecological Products, Inc., Ecologic Car Rentals, Inc. and Ecologic Systems,
Inc., unless otherwise indicated.

Corporate Overview

The address of our principal executive office is 1327 Ocean
Avenue, Suite B, Santa Monica, California, 90401. Our telephone number is
310.899.3900.

Our common stock is quoted on the OTC Bulletin Board under the
symbol EGCT.

Corporate History

We were incorporated in the State of Nevada on September 30,
2005 under the name Heritage Explorations Inc. On June 20, 2008, we merged with
our wholly owned subsidiary and changed our name to USR Technology, Inc., and on
June 26, 2008 our shares began trading under the symbol USRT. We were engaged
primarily in the provision of drilling services internationally.

On July 2, 2009, USR's wholly owned subsidiary Ecological
Acquisition Corp. was merged into Ecologic Sciences, Inc. (formerly, Ecologic
Transportation, Inc.) with Ecologic Sciences, Inc. being the sole surviving
entity under the name Ecologic Sciences, Inc. and our company being the sole
shareholder of the surviving entity. In connection with the closing of the
merger, we issued an aggregate of 17,559,486 restricted shares of our common
stock representing approximately 75.85% of the issued and outstanding shares of
our company to the former shareholders of Ecologic Sciences, Inc.

Following the completion of the acquisition of Ecologic
Sciences, Inc., we are a development stage company that plans to be engaged in
the rental of environmentally friendly hybrid electric and low-emission vehicles
to the public.

Pursuant to the terms of the Agreement and Plan of Merger, as
amended:

4

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- effective June 11 2009, we effected a two (2) old for one (1) new reverse
  stock split of our issued and outstanding common stock. As a result, our
  authorized capital decreased from 150,000,000 shares of common stock with a
  par value of $0.001 to 75,000,000 shares of common stock with a par value of
  $0.001 and our issued and outstanding shares decreased from 15,020,017 shares
  of common stock to 7,510,000 shares of common stock;
- effective June 11, 2009, we changed our name from USR Technology, Inc. to
  Ecologic Transportation, Inc., by way of a merger with our wholly owned
  subsidiary Ecologic Transportation, Inc., which was formed solely for the
  change of name. The name change and forward stock split became effective with
  the Over-the-Counter Bulletin Board at the opening of trading on June 11, 2009
  under the stock symbol EGCT. Our CUSIP number is 27888B 105;
- certain of our pre-closing stockholders canceled 2,000,002 pre-consolidated
  shares of our common stock for no consideration for the purpose of making our
  capitalization more attractive to future equity investors; and
- certain affiliates of our company cancelled an aggregate of $108,500 of
  debt at no consideration.

On July 2, 2009 and in connection with the closing of the
agreement and plan of merger, there was a change in control of our company that
resulted from the issuance of 17,559,486 shares of our common stock to the
former shareholders of Ecologic Sciences, Inc.

The issuance of the 17,559,486 common shares to the former
shareholders of Ecologic Sciences, Inc. was deemed to be a reverse acquisition
for accounting purposes. Ecologic Sciences, Inc., the acquired entity, is
regarded as the predecessor entity as of July 2, 2009. Starting with the
periodic report for the quarter in which the acquisition was consummated, the
Company has filed annual and quarterly reports based on the December 31st fiscal
year end of Ecologic Sciences, Inc.

On July 2, 2009, in connection with the closing of the
agreement and plan of merger, we appointed William N. Plamondon III,Edward W. Withrow III, Edward W. Withrow Jr. and Shelly J. Meyers to our
board of directors. On July 13, 2009, we appointed Dr. Bernhard Steiner to our
board of directors.

On August 27, 2009, we appointed Shelly J. Meyers, a member of
our board of directors, as the Chairperson of our audit committee.

Our board of directors consists of Edward W. Withrow III,
William N. Plamondon III, Shelly J. Meyers, John L. Ogden, Edward W. Withrow Jr.
and Bernhard F.J. Steiner.

Our audit committee is comprised of Shelly J. Meyers
(Chairperson), John L. Ogden and Edward W. Withrow Jr.

On September 24, 2009, we, through our wholly owned subsidiary
Ecologic Products, Inc., entered into a service agreement with Park N Fly Inc.,
a national off-airport parking company. Pursuant to the terms of the service
agreement, we have agreed to provide car wash cleaning services using our 100%
organic cleaning products, known as Ecologic Shine TM, for a period
of three years at certain of Park N Fly Inc.s locations. We opened in Atlanta,
Georgia on October 19, 2009. We opened in San Diego, California on November 16,
2009 and opened in Los Angeles, California in December 2009.

On November 10, 2009, in accordance with the change in
direction of our company, we rescinded our agreements with Shuayb K. Al
Suleimany and Euroslot S.A.S.

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Our Current Business

Until April 2009, we were a company focused on the drilling
services sector of the oil and gas industry. As of the closing date of the
agreement and plan of merger on July 2, 2009, we became a development stage
company in the business of environmental transportation. We are structured with
three operating units. Our primary operation is the car rental division which
will focus on an environmental car rental operation.

We have two subsidiaries in addition to Ecologic Car Rentals
Inc.:

| | 1. | Ecologic Products, Inc., a Nevada Corporation 
| | -- | ----------------------------------------------
| |    |                                               
| | 2. | Ecologic Systems, Inc., a Nevada
  Corporation

These subsidiaries were created to provide an infrastructure
and support for Ecologic Car Rentals. Our car rental business and our systems
business intends to provide distribution channels for certain environmental
products and both generate certain internal product requirements in order to
allow us to be green throughout our operation. Initially our business plan
calls for the products to be focused on transportation and its ancillary
markets.

Car Rentals

Currently, we intend to rent only environmentally friendly
vehicles in the compact, full-size and sport-utility vehicle classes. We intend
to rent cars on daily, multi-day, weekly and monthly basis. We expect that our
primary source of revenue will consist of base time and mileage car rental
fees which can include daily rates including mileage. We expect to also charge
an additional fee for one-way rentals to and from specific locations. In
addition to rental fees, we intend to sell other optional products to our
customers, such as collision or loss damage waivers, supplemental liability
insurance, personal effects coverage and gasoline.

Our customers will make rental reservations via our website,
www.ecologictransportation.com, at our proposed partners websites, at the
rental counter at any of our proposed locations, by phone, through several
online travel websites that we intend to partner with or through a corporate
account program in place with their employers.

We have held discussions with auto manufacturers such as
Volkswagen, Toyota and Nissan about coupling green marketing initiatives with
fleet sale programs.

We plan to acquire existing profitable independent car rental
operations on a multi-regional basis and convert their operations to an Ecologic
platform. We have identified independent car rental operations that will provide
a multi-regional presence and can be used as a platform to become the only large
green independent car rental operation in the U.S.

We will incrementally replace the fleets with our environmental
vehicles over a 12  24 month period. Our strategy is to co-brand with the
acquisitions for a limited period of time and complete the rebranding to green
outlets as Ecologic Car Rentals.

Ecologic Products

Our car rental business and our systems business intend to
provide distribution channels for certain environmental products and both
generate certain internal product requirements in order to allow us to be
green throughout our operation. Initially our business plan calls for the
products to be focused on transportation and its ancillary markets.

In anticipation of our first rental car location and our need
for environmentally friendly car cleaning (one of the most important aspects of
a rental operation), we developed Ecologic Shine, a proprietary waterless car

6

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cleaning process that delivers cleaning comparable to normal
washing without using any harmful chemicals.

We have launched Ecologic Shine in collaboration with Park N
Fly, the airport parking chain with prominent locations in 15 airport markets.
Park N Fly has launched an initial test market and the results have encouraged
them to accelerate the roll-out with the intention of using Ecologic Shine in
all of their locations.

The commercialization of the Ecologic Shine products and
services are:

- Good for the environment
- Good for the customer
- Good for the vehicle
- Good for the bottom line

Systems

We intend to develop and manage the greening of gas stations
along with retrofitting them with alternative energy options and solutions. To
build this infrastructure, we intend to provide turnkey management,
installation, and integration of equipment procurement, equipment installation,
contracting, fuel, and regulatory tax incentive and grant subsidization
proposals.

We have signed a Memorandum of Understanding (MOU) dated May
12, 2009 with Green Solutions & Technologies, LLC (GST) a California based
company that provides consumers with direct access to more environmentally
friendly green fuels and technologies. GST, its principals and associates
represent approximately 2,000 gas stations in California, Texas, Minnesota and
Florida and have been involved in the retail distribution of energy products for
over 20 years. Our MOU with GST, and the subsequent formal operating agreement,
which has not yet been entered into, will call for GST to assist the company in
negotiating contracts with the owners of gas stations whereby our company would
represent their interest in arranging for the integration of alternative fuel
options and enhancements such as solar panels. To date the clean fuels
represented are CNG, Bio-Diesel, and Flex-Fuel (Ethanol, E-10, E20, E-85. Not
yet consummated.

Sales, Marketing, and Advertising

Our primary marketing objective will be to convey to customers
that we are the only transportation company committed to the environment. We
will seek to appeal to eco-conscious customers by stressing the interrelated
environmental and economic benefits of renting our proposed environmentally
friendly cars, using our proposed infrastructure, and purchasing our proposed
environmental products.

We intend to:

- Exploit the differentiation of Ecologic Car Rentals from other car rental
  company brands.
- Use direct sales and education to state and municipal government agencies,
  universities, and corporations committed to environmental efforts.
- Capitalize on public relations opportunities available to an all
  environmental transportation company.
- Employ strategic use of electronic and internet distribution employing
  state of the art technology to target retail customers looking for green
  transportation including direct marketing and affinity programs.

7

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Ecologic created www.ecologicradio.comas a way of expanding the communication of the brands message.

- Ecologic Radio is headed by talk radio veteran Rich Keppler. Rich is a
  veteran of 15 years of talk radio in Philadelphia. He is an online radio
  pioneer and co-founder of Boombox Radio, Voice America & Renegade Talk.
- Talk Show:Ecologic Talk Radio (Eco Talk) is a call in online talk
  radio network. Eco Talks goal is to become a 24 hour 7 day a week online
  broadcaster.
- Host: Rich has built a career developing content and has an extensive
  network of potential hosts to become members of Eco talk.
- Content: Green Auto, Green Building, Green Fuels, Green Lifestyle, Green
  Investments & Products.
- Distribution:Internet Domestic & International, I Phone.

Other than as disclosed above, currently, our sales, marketing,
and advertising efforts are minimal because of our size and limited financial
resources.

On September 29, 2009 we executed a financial advisory and
investment banking services agreement with North Sea Securities LP. Under this
agreement, North Sea Securities will advise Ecologic Transportation in
structuring and executing transactions, act as its placement agent for equity,
and assist it with a full range of corporate debt transactions for acquisitions
and fleet financing. North Sea Securities is a wholly owned subsidiary of North
Sea Partners LLC, a private investment banking firm. North Sea delivers the
highest level of independent strategic advice and execution to help clients meet
their capital structure needs. North Sea identifies and advises on transactional
solutions that preserve enterprise value for its clients and create greater
certainty of return for investors. With offices in New York and London, the
firms professional team brings together over 25 decades of experience and
innovation across all sectors of the credit markets.

Our Business Strategy

We believe that growth in demand for environmentally friendly
cars and the anticipated increase in production of new models of these vehicles
by major automakers have created an opportunity for an environmentally friendly
transportation company such as ours. We intend to capitalize on our position as
a prime mover in this market by executing a comprehensive business strategy.

Our business model supports growth while holding true to our
planet-friendly mission. Our first objective is to purchase our fleet of rental
cars and to secure our proposed rental locations. We expect that as costs of
gasoline and prices continue to rise, demand for our environmentally-friendly,
higher mile per gallon proposed fleet will increase. Our intended business
operations and purchase of our fleet will be contingent on our company receiving
financing.

This growing demand will allow us to add to our proposed fleet
and additional rental locations. We intend to market our fleet to state
governments, local governments and environmentally conscious organizations. Our
business will continue to expand as more manufacturers make more hybrid,
electric, CNG and other environmental vehicles. We will be able to expand our
product offering, capitalizing on our position as the prime mover in the
market.

We initially intend to have our rental locations located at
airports on the west coast of the United States. Our strategy will be a
multi-pronged approach. We intend to:

| | 1. | identify acquisition targets for roll up;                                                           
| | -- | ----------------------------------------------------------------------------------------------------
| |    |                                                                                                     
| | 2. | add business to expand acquisitions while greening the
      acquisitions; and                    
| |    |                                                                                                     
| | 3. | develop new facilities that will also be a platform for
      Ecologic Systems and Ecologic Products

8

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The execution of our business strategy will be contingent upon
and require significant financing. There can be no assurance that such financing
will become available or if it does, that it will be offered on favorable terms
to us. Our ultimate goal is to achieve a national presence in the car rental
industry.

Facilities

Our corporate headquarters are located at 1327 Ocean Avenue
Suite B, Santa Monica, California 90401.

Employees

As of December 31, 2009 we had 18 employees in addition to our
directors and executive officers. Currently, we have 24 employees. Over the next
twelve months, we intend to significantly increase the number of our
employees.

Principal Suppliers

KO Manufacturing, Inc.  Ecologic Shine products are
manufactured exclusively for Ecologic Shine by KO Manufacturing. KO
Manufacturing was founded in 1976 and is headquartered in Springfield, MO.

Competition

For waterless car cleaning services, there are three primary
competitors:

ProntoWash is a company based in Argentina with
franchises in the United States. All product and delivery systems are
manufactured in Argentina, making it costly to import to the U.S.

GeoWash is a 100% franchised company with global
franchisees.

EcoWash is a 100% franchised company owned and operated
in Australia with a third party product supplier.

Dependence on a Few or Major Customers

The company is currently dependent upon a major customer. The
major customer for the car cleaning services is Park N Fly, an off airport
parking company. In 2009, 100% of sales were attributable to Park 'N Fly. At
December 31, 2009, 100% of accounts receivable were due from Park 'N Fly.

Government Regulation

Our operations will be subject to various federal, state and
local laws, regulations, and controls including the leasing and sale of used
cars, licensing, charge card operations, reservation policies, privacy and
personal data protection, environmental protection, labor matters, insurance,
prices, and advertising. We believe we are in compliance with any such
regulations affecting our business.

Intellectual Property

We have an agreement with KO Manufacturing for our Ecologic
Shine products for the exclusive use of the Ecologic Shine waterless car wash
products.

The Company has filed a trademark application with the US
office of Trademarks to trademark the name Ecologic Transportation, Inc. and
the following logo for our company:

9

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The Company has filed a trademark for Ecologic Shine.

Seasonality

There is seasonality only in the car rental sector of our
company. The car rental industry tends to be seasonal. The third quarter, during
the peak summer months of July and August, has traditionally been the strongest
quarter of the year in terms of numbers of rentals and rental rates.

Research and Development

Our company has not spent any funds on research and development
since inception (December 16.2008) .

REPORTS TO SECURITY HOLDERS

We are not required to deliver an annual report to our
stockholders, but will voluntarily send an annual report, together with our
annual audited financial statements upon request. We are required to file
annual, quarterly and current reports, proxy statements, and other information
with the Securities and Exchange Commission. Our Securities and Exchange
Commission filings are available to the public over the Internet at the SEC's
website at http://www.sec.gov.

The public may read and copy any materials filed by us with the
SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington DC 20549.
The public may obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330. We are an electronic filer. The SEC
maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC. The Internet address of the site is http://www.sec.gov.

Item
1A.           Risk Factors

Much of the information included in this annual report includes
or is based upon estimates, projections or other "forward looking statements".
Such forward looking statements include any projections or estimates made by us
and our management in connection with our business operations. While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested herein.

Such estimates, projections or other "forward looking
statements" involve various risks and uncertainties as outlined below. We
caution the reader that important factors in some cases have affected and, in
the future, could materially affect actual results and cause actual results to
differ materially from the results expressed in any such estimates, projections
or other "forward looking statements".

Our common shares are considered speculative as our business is
still in an early growth stage of its development. Prospective investors should
consider carefully the risk factors set out below.

10

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Risks Related to our Business

We have a limited operating history, and it is difficult to
evaluate our financial performance and prospects. There is no assurance that we
will achieve profitability or that we will not discover problems with our
business model.

We have a limited operating history. As such, it is difficult
to evaluate our future prospects and performance, and therefore we cannot ensure
that we will operate profitably in the future.

We have limited funds available for operating expenses. If
we do not obtain funds when needed, we will have to cease our
operations.

Currently, we have limited operating capital. As of December
31, 2009, our cash available was $26,166. In the foreseeable future, we expect
to incur significant expenses when developing our business. We may be unable to
locate sources of capital or may find that capital is not available on terms
that are acceptable to us to fund our additional expenses. There is the
possibility that we will run out of funds, and this may affect our operations
and thus our profitability. If we cannot obtain funds when needed, we may have
to cease our operations.

Our business plan may not be realized. If our business plan
proves to be unsuccessful, our business may fail and you may lose your entire
investment.

Our operations are subject to all of the risks inherent in the
establishment of a new business enterprise, including inadequate working capital
and a limited operating history. The likelihood of our success must be
considered in light of the problems, expenses, complications and delays
frequently encountered in connection with the development of a new business.
Unanticipated events may occur that could affect the actual results achieved
during the forecast periods. Consequently, the actual results of operations
during the forecast periods will vary from the forecasts, and such variations
may be material. In addition, the degree of uncertainty increases with each
successive year presented. There can be no assurance that we will succeed in the
anticipated operation of our business plan. If our business plan proves to be
unsuccessful, our business may fail and you may lose your entire investment.

We will need additional financing to expand our business,
and to implement our business plan. Such financing may not be available on
favorable terms, if at all.

If we need funds and cannot raise them on acceptable terms, we
may not be able to:

- execute our business plan;
- acquire or lease our proposed fleet of rental cars;
- take advantage of future opportunities, including synergistic
  acquisitions;
- respond to customers, competitors or violators of our proprietary and
  contractual rights; or
- remain in operation.

We will have to raise substantial additional capital if we wish
to execute our business plan. There can be no assurance that debt or equity
financing, or cash generated by operations, will be available or sufficient to
meet our requirements. Additional funding may not be available under favorable
terms, if at all.

We may be unable to predict accurately the timing and amount of
our capital requirements. We have historically financed our activities through
the sale of our equity securities, loans and from lines of credit. We may be
required to raise additional funds through public or private financing, bank
loans, collaborative relationships or other arrangements. It is possible that
banks, venture capitalists and other investors may perceive our capital
structure or operating history as too great a risk to bear. As a result,
additional funding may not be available at attractive terms, or at all. If we
cannot obtain additional capital when needed, we may be forced to agree to
unattractive financing terms, change our method of operations, curtail
operations significantly, obtain funds through entering into arrangements with
collaborative partners or others, or issue

11

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additional securities. Any future issuances of our securities
may result in substantial dilution to existing stockholders.

Our success will depend on our newly assembled senior
management team.

Our success will be largely dependent upon the performance of
our senior management team. Investors must rely on the expertise and judgment of
senior management and other key personnel. The failure to attract and retain
individuals with the skill and experience necessary to execute our business plan
could have a materially adverse impact upon our prospects. We currently do not
have any key man insurance policies and have no current plans to obtain any;
therefore, there is a risk that the death or departure of any director, member
of management, or any key employee could have a material adverse effect on
operations.

We face significant competition in the car rental industry.
There can be no assurance that we will be able to compete successfully against
our competitors.

The car rental business is highly competitive. We compete
against a number of established rental car companies with greater marketing and
financial capabilities. Our market specialization is the rental of hybrid
electric and low-emissions cars. Although we believe that we will be the first
rental company featuring predominately environmentally friendly cars, we may
face difficulty competing against other car rental companies should they devote
significant resources to such cars. There can be no assurance that one or more
competitors may not initiate a rental business similar to ours, thus
compromising the differentiating factor for us. Increased competition in the
rental car industry may result in reduced operating margins, loss of market
share and a diminished brand franchise. There can be no assurance that we will
be able to compete successfully against our competitors, and competitive
pressures faced by us may have a material adverse effect on our business,
prospects, financial condition and results of operations.

We are dependent on fleet financing for acquiring cars. Our
failure to obtain financing for the acquisition of cars could have a material
adverse effect on our business and prospects.

Ourability to purchase and finance our proposed fleet
of rental vehicles will depend on the calculation and assignment of risk for the
resale value of the vehicles. Despite our plans for securing the resale value,
lending companies may not be enticed to finance the cars. There can be no
assurance that the financing required to purchase and deploy cars will be
available to us in order to meet business projections. Our failure to obtain
financing for the acquisition of cars could have a material adverse effect on
our business and prospects.

We may not maintain insurance sufficient to cover the full
extent of our liabilities. The payment of such uninsured liabilities would
reduce the funds available to us.

We intend to maintain various forms of insurance. However, such
insurance has limitations on liability that may not be sufficient to cover the
full extent of such liabilities. Also, such risks may not, in all circumstances,
be insurable or, in certain circumstances, we may elect not to obtain insurance
to deal with specific risks due to the high premiums associated with such
insurance or other reasons. The payment of such uninsured liabilities would
reduce the funds available to us. The occurrence of a significant event that we
are not fully insured against, or the insolvency of the insurer of such event,
could have a material adverse effect on our financial position, results of
operations or prospects.

We may not be able to obtain all the necessary licenses and
permits required to carry on our business activities.

Ouroperations may require licenses and permits from
various governmental authorities. There can be no assurance that we will be able
to obtain all necessary licenses and permits that may be required to carry
required business activities.

12

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We may not be able to maintain the information technology
and computer systems required to serve our customers.

Our reputation and ability to attract retain, and serve
customers are dependent upon the reliable performance of our technology
infrastructure and fulfillment processes. Interruptions or technical problems
could make our systems unavailable to service customers and could diminish the
overall attractiveness of our service to potential customers.

Risks Relating to Our Common Shares

Trading on the OTC Bulletin Board may be volatile and
sporadic, which could depress the market price of our common shares and make it
difficult for our shareholders to resell their shares.

Our common shares are quoted on the OTC Bulletin Board service.
Trading in shares quoted on the OTC Bulletin Board is often thin and
characterized by wide fluctuations in trading prices, due to many factors that
may have little to do with our operations or business prospects. This volatility
could depress the market price of our common shares for reasons unrelated to
operating performance. Moreover, the OTC Bulletin Board is not a stock exchange,
and trading of securities on the OTC Bulletin Board is often more sporadic than
the trading of securities listed on a quotation system like Nasdaq or a stock
exchange like Amex. Accordingly, shareholders may have difficulty reselling any
of the shares.

Our share is a penny stock. Trading of our share may be
restricted by the SECs penny stock regulations which may limit a shareholders
ability to buy and sell our shares.

Our share is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines penny stock to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and accredited investors. The term
accredited investor refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the SEC which provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customers account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customers
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from these rules; the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchasers written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for the shares
that are subject to these penny stock rules. Consequently, these penny stock
rules may affect the ability of broker-dealers to trade our securities. We
believe that the penny stock rules discourage investor interest in and limit the
marketability of our common shares.

FINRA sales practice requirements may also limit a
shareholder's ability to buy and sell our share.

In addition to the penny stock rules promulgated by the
Securities and Exchange Commission, the Financial Industry Regulatory Authority,
or FINRA, has adopted rules that require that in recommending an investment to a
customer, a broker-dealer must have reasonable grounds for believing that the
investment is suitable for that customer. Prior to recommending speculative low
priced securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customers financial status,
tax status, investment objectives and other information. Under interpretations

13

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of these rules, the FINRA believes that there is a high
probability that speculative low priced securities will not be suitable for at
least some customers. The FINRA requirements make it more difficult for
broker-dealers to recommend that their customers buy our common shares, which
may limit your ability to buy and sell our share.

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most
significant risks to our business, but we cannot predict whether, or to what
extent, any of such risks may be realized nor can we guarantee that we have
identified all possible risks that might arise. Investors should carefully
consider all of such risk factors before making an investment decision with
respect to our common shares.

Item
2.              Properties

Our corporate headquarters are located at 1327 Ocean Avenue
Suite B, Santa Monica, California 90401. We lease our headquarters on a month to
month basis (suite B, M, F) for $7,800 per month.

We believe our current premises are adequate for our current
operations and we do not anticipate that we will require any additional premises
in the foreseeable future. When and if we require additional space, we intend to
move at that time.

Item
3.             
Legal Proceedings

We know of no material, existing or pending legal proceedings
against us, nor are we involved as a plaintiff in any material proceeding or
pending litigation. There are no proceedings in which any of our directors,
officers or affiliates, or any registered or beneficial shareholder, is an
adverse party or has a material interest adverse to our company.

Item
4.              (Removed
and Reserved)

PART
II

Item
5.             
Market for Common Equity and Related Stockholder Matters

In the United States, our common shares are traded on the
Over-the-Counter Bulletin Board under the symbol EGCT. The following
quotations obtained from Stock Watch reflect the high and low bids for our
common shares based on inter-dealer prices, without retail mark-up, mark-down or
commission an may not represent actual transactions.

The high and low prices of our common shares for the periods
indicated below are as follows:

Quarter Ended(1)
    High
    LowDecember 31, 2009
    $2.00
    $0.66September 30, 2009
    $3.10
    $1.85June 30, 2009
    No trades
    No tradesMarch 31, 2009
    No trades
    No tradesDecember 31, 2008
    $0.90
    $0.06September 30, 2008
    $1.00
    $0.30June 30, 2008
    No trades
    No trades


14

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Quarter Ended(1)
    High
    LowMarch 31, 2008
    No trades
    No tradesDecember 31, 2007
    No trades
    No trades


(1) ****Our common shares were initially approved for quotation on the OTC
Bulletin Board on March 14, 2007 under the symbol USRI. On June 11, 2009 our
trading symbol changed to EGCT. There has been intermittent trading of shares of
our common stock since we were approved for quotation.

Our common shares are issued in registered form. Island Stock
Transfer, 100 Second Avenue South, Suite 705S, St. Petersburg, FL,
33701(Telephone 727.289.0010, Facsimile 727.289.0069) is the registrar and
transfer agent for our common shares. On, April 12,2010 the shareholders' list
of our common shares pursuant to Island Stock Transfer list showed 84 registered
shareholders and 21,610,824 shares outstanding. The total number of shares
outstanding stated in the Island Stock Transfer list does not include 852,000
shares authorized for issuance, but not issued to Matrix Advisors pursuant to a
private placement subscription and stock purchase agreement, 100,000 shares
authorized for issuance, but not issued to Audio Eye pursuant to a consulting
agreement and 100,000 shares authorized for issuance but not issued to Richard
Keppler, pursuant to an employment agreement representing a total of authorized
shares of 22,662,824.

Dividends

We have not declared any dividends on our common stock since
the inception of our company on December 16, 2008. There is no restriction in
our Articles of Incorporation and Bylaws that will limit our ability to pay
dividends on our common stock. However, we do not anticipate declaring and
paying dividends to our shareholders in the near future.

Equity Compensation Plan Information

We have not adopted any equity compensation plans.

Purchase of Equity Securities by the Issuer and Affiliated
Purchasers

We did not purchase any of our shares of common stock or other
securities during the year ended December 31, 2009.

Recent Sales of Unregistered Securities

None.

Item
6.              Selected
Financial Data

As a smaller reporting company, we are not required to
provide the information required by this Item.

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

The following discussion should be read in conjunction with our
consolidated audited financial statements and the related notes for the year
ended December 31, 2009 and the period inception (December 16, 2008) to December
31, 2008 that appear elsewhere in this annual report. The following discussion
contains forward-looking statements that reflect our plans, estimates and
beliefs. Our actual results could differ materially from those discussed in the
forward looking statements. Factors that could cause or contribute to such
differences include, but are not limited to those discussed below and elsewhere
in this registration statement, particularly in the section entitled "Risk
Factors" of this annual report.

15

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Our consolidated audited financial statements are stated in
United States Dollars and are prepared in accordance with United States
Generally Accepted Accounting Principles.

Overview

Our car rental business and our systems business intends to
provide distribution channels for certain environmental products and both
generate certain internal product requirements in order to allow us to be
green throughout our operation. Initially our business plan calls for the
products to be focused on transportation and its ancillary markets.

As of the closing date of the agreement and plan of merger on
July 2, 2009, we are a development stage company in the business of
environmental transportation. We are structured with three operating units. Our
primary operation is the car rental division which will focus on an
environmental car rental operation.

|                                    |   | Year Ended  |  
|----------------------------------- | - | ----------- | -
|Results of Operations               |   | December 31 |  
|                                    |   | 2009        |  
|Revenue                             | $ | 34,579      |  
|Cost of Sales                       |   | 43,832      |  
|Gross profit (loss)                 |   | (9,253      | )
|General and Administrative expenses |   | 1,237,456   |  
|Operating (loss)                    |   | (1,246,709  | )
|Interest income                     |   | 19          |  
|Net (loss)                          | $ | (1,246,690  | )

In anticipation of our first rental car location and our need
for environmentally friendly car cleaning (one of the most important aspects of
a rental operation), we developed Ecologic Shine, a device and system for near
waterless car cleaning that delivers cleaning comparable to normal washing
without using any harmful chemicals.

We have launched Ecologic Shine in collaboration with Park N
Fly, the airport parking chain with prominent locations in 15 airport markets.
Park N Fly has launched an initial test market and the initial results have
encouraged them to accelerate the roll-out with the intention of using Ecologic
Shine in all of their locations.

The commercialization of the Ecologic Shine products and
services are:

- Good for the environment
- Good for the customer
- Good for the vehicle
- Good for the bottom line

Revenue

For the year 2009 revenue in the amount of $34,579 consisted of
limited levels of car washing services beginning in October 2009 in Atlanta, San
Diego and Los Angeles, our initial cities of test market operations. There were
no corresponding revenues for the year 2008. As a development stage company, we
have not yet launched our major business activity, which is car rental.

Cost of sales

Cost of sales in the amount of $43,832 consisted of cleaning
supplies and payroll, including related payroll taxes. There was no
corresponding cost of sales for the year 2008.

16

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General and Administrative Expenses

General and administrative expenses for the year ended December
31, 2009 were $1,237,456 as compared to $710 for the year ended December 31,
2008, which represented minimal incorporation expenses.

For the year ended December 31, 2009, general and
administrative expenses of $1,237,456 consisted of accounting fees of $33,485,
liability and workers compensation insurance of $9,067, legal and professional
fees of $30,987, office supplies and expenses of $31,224, management consulting
services of $445,000, investor relations services of $149,751, amortization of
stock options of $268,267 relating to consulting services, other outside
services of $62,500, publicity and promotion of $82,481, rent expense of
$56,400, travel, entertainment and promotion of $64,250 and other sundry
expenses of $4,044. A significant amount of the accounting fees, legal and
professional fees, consulting and investor relations and outside services were
attributable to the merger and transition of our business activities.

Liquidity and Capital Resources

Working Capital

|                    |   | At December 31, |   |   | At December |  |   | Increase/ |  
|------------------- | - | --------------- | - | - | ----------- |  | - | --------- | -
|                    |   | 2009            |   |   | 31, 2008    |  |   | Decrease  |  
|Current Assets      | $ | 115,309         |   | $ | -           |  | $ | 115,309   |  
|Current Liabilities |   | 242,663         |   |   | -           |  |   | 242,663   |  
|Working Capital     | $ | (127,354        | ) | $ | -           |  | $ | (127,354  | )

|Cash Flows                                      |   | Year Ended   |   |   | Period from       |  
|----------------------------------------------- | - | ------------ | - | - | ----------------- | -
|                                                |   | December 31, |   |   | inception         |  
|                                                |   | 2009         |   |   | (December 16,     |  
|                                                |   |              |   |   | 2008) to December |  
|                                                |   |              |   |   | 31, 2008          |  
|Net Cash (Used in) Operating
      Activities   | $ | (606,940     | ) | $ | (710              | )
|Net Cash Provided by Investing Activities       |   | 10,448       |   |   | -                 |  
|Net Cash Provided by
      Financing Activities |   | 622,658      |   |   | 710               |  
|Increase in Cash                                | $ | 26,166       |   | $ | -                 |  

We had cash in the amount of $26,166 as of December 31, 2009 as
compared to $0 as of December 31, 2008. We had a working capital deficit of
$127,354 as of December 31, 2009.

As at December 31, 2009, the balance of loans made to our
company by affiliates is $94,049, in addition to accrued interest in the amount
of $1,554. The loans bear interest at the rate of 7% per annum, are unsecured
and are payable one year from demand.

On October 9, 2009, we completed a private placement financing.
The placement consisted of 852,000 shares of our companys common stock at a
purchase price of $0.25. The gross proceeds amounted to $213,000. The shares of
restricted stock were sold to an accredited U.S. investor.

We have suffered recurring losses from operations. The
continuation of our company is dependent upon our company attaining and
maintaining profitable operations and raising additional capital as needed. We
anticipate that we will have to raise additional funds through private
placements of our equity securities and/or debt financing to complete our
business plan. There is no assurance that the financing will be completed as
planned or at all. If we are unable to secure adequate capital to continue our
planned operations, our shareholders may lose some or all of their investment
and our business may fail.

Our principal sources of funds have been from sales of our
common stock and loans from affiliates.

17

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Future Financings

We will require additional financing in order to enable us to
proceed with our plan of operations, as discussed above, including approximately
$2,000,000 over the next 12 months to pay for our ongoing expenses. These
expenses include working capital, SG&A, expansion of Ecologic Shine, and the
pursuit of two acquisitions. These cash requirements are in excess of our
current cash and working capital resources. Accordingly, we will require
additional financing in order to continue operations and to repay our
liabilities. There is no assurance that any party will advance additional funds
to us in order to enable us to sustain our plan of operations or to repay our
liabilities.

We anticipate continuing to rely on equity sales of our common
stock in order to continue to fund our business operations. Issuances of
additional shares will result in dilution to our existing stockholders. There is
no assurance that we will achieve any additional sales of our equity securities
or arrange for debt or other financing to fund our planned business activities.

Personnel

As of December 31, 2009, we had 18 employees in addition to our
directors and executive officers. Currently, we have 24 full time employees at
our airport car cleaning locations in addition to our directors and executive
officers. Over the next twelve months, we intend to significantly increase the
number of our employees.

Contractual Obligations

As a smaller reporting company, we are not required to
provide tabular disclosure obligations.

Going Concern

The consolidated audited financial statements included with
this annual report have been prepared on the going concern basis which assumes
that adequate sources of financing will be obtained as required and that our
assets will be realized and liabilities settled in the ordinary course of
business. Accordingly, the consolidated audited financial statements do not
include any adjustments related to the recoverability of assets and
classification of assets and liabilities that might be necessary should we be
unable to continue as a going concern.

Off-Balance Sheet Arrangements

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

APPLICATION OF CRITICAL ACCOUNTING POLICIES

The discussion and analysis of our financial condition and
results of operations are based upon our consolidated financial statements,
which have been prepared in accordance with the accounting principles generally
accepted in the United States of America. Preparing financial statements
requires management to make estimates and assumptions that affect the reported
amounts of assets, liabilities, revenue, and expenses. These estimates and
assumptions are affected by managements application of accounting policies. We
believe that understanding the basis and nature of the estimates and assumptions
involved with the following aspects of our financial statements is critical to
an understanding of our financial statements.

Per Share Amounts

Our company computes earnings per share under Accounting
Standards Codification subtopic 260-10, Earnings Per Share (ASC 260-10). Net
earnings (loss) per common share is computed by dividing net

18

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income (loss) by the weighted average number of shares of
common stock and dilutive common stock equivalents outstanding during the
period. Dilutive common stock equivalents consist of shares issuable upon
conversion of convertible preferred shares and the exercise of our company's
stock options and warrants

Revenue Recognition

Revenue is recognized when all applicable recognition criteria
have been met, which generally include (a) persuasive evidence of an existing
arrangement; (b) fixed or determinable price; (c) delivery has occurred or
service has been rendered; and (d) collectability of the sales price is
reasonably assured.

NEW ACCOUNTING PRONOUNCEMENTS

Our company evaluates the pronouncements of various
authoritative accounting organizations, primarily the Financial Accounting
Standards Board (FASB), the SEC, and the Emerging Issues Task Force (EITF)
to determine the impact of new pronouncements on US GAAP and the impact on our
company. Our company adopted the following new accounting standards during 2009:

In June 2009, the FASB released the final version of its new
Accounting Standards Codification (the Codification) as the single
authoritative source for US GAAP. The Codification replaces all previous US GAAP
accounting standards as described in ASC 105 (SFAS 168 - The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting
Principles). While not intended to change US GAAP, the Codification
significantly changes the way in which the accounting literature is organized.
It is structured by accounting topic to help accountants and auditors more
quickly identify the guidance that applies to a specific accounting issue.
However, because the Codification completely replaces existing standards, it
will affect the way US GAAP is referenced by companies in their financial
statements and accounting policies. The Codification is effective for financial
statements that cover interim and annual periods ending after September 15,
2009. The adoption of the Codification did not have a material impact on our
financial statements.

In May, 2009, the ASC guidance for subsequent events was
updated to establish accounting and reporting standards for events that occur
after the balance sheet date but before financial statements are issued. The
guidance was amended in February, 2010. The update sets forth: (i) the period
after the balance sheet date during which management of a reporting entity
should evaluate events or transactions that may occur for potential recognition
or disclosure in the financial statements, (ii) the circumstances under which an
entity should recognize events or transactions occurring after the balance sheet
in its financial statements, and (iii) the disclosures that an entity should
make about events or transactions occurring after the balance sheet date in its
financial statements. Our company adopted the updated guidance in 2009. The
adoption had no impact on our companys consolidated financial position, results
of operations or cash flows.

Various standard setting bodies have issued accounting
pronouncements that have not yet been adopted by our company. A brief discussion
of the pronouncement is presented in the following paragraphs. Our company is
currently evaluating the potential future impact on our financial statements
from the implementation of these new standards.

Accounting Standards Update (ASU) 2010-06 amends existing
disclosure requirements about fair value measurements by adding required
disclosures about items transferring into and out of levels 1 and 2 in the fair
value hierarchy; adding separate disclosures about purchase, sales, issuances,
and settlements relative to level 3 measurements; and clarifying, among other
things, the existing fair value disclosures about the level of disaggregation.
This ASU will be effective for the first quarter of 2010.

Accounting Standards Update (ASU) 2009-17 revises the
consolidation guidance for variable-interest entities. The modifications include
the elimination of the exemption for qualifying special purpose entities, a new
approach for determining who should consolidate a variable-interest entity, and
changes to when it is

19

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necessary to reassess who should consolidate a
variable-interest entity. This standard will be effective January 1, 2010.

There were various other updates recently issued, most of which
represented technical corrections to the accounting literature or application to
specific industries. None of the updates are expected to a have a material
impact on our company's consolidated financial position, results of operations
or cash flows

Item
7A.           Quantitative and
Qualitative Disclosures About Market Risk

As a smaller reporting company, we are not required to
provide the information required by this Item.

Item
8.           
 Financial Statements and Supplementary Data

Our consolidated audited financial statements are stated in
United States dollars (US$) and are prepared in accordance with United States
Generally Accepted Accounting Principles.

The following consolidated audited financial statements are
filed as part of this annual report:

| | Independent
      Auditor's Report                                                                                                                                                                                                               
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                  
| | Consolidated
      Balance Sheets as at December 31, 2009 and 2008                                                                                                                                                                               
| |                                                                                                                                                                                                                                                  
| | Consolidated
      Statements of Operations for the year ended December 31, 2009, for the
      period from inception (December 16, 2008) to December 31, 2008, and for
      the period from inception (December 16, 2008) to December 31, 2009.
| |                                                                                                                                                                                                                                                  
| | Consolidated
      Statements of Changes in Stockholders' Equity for the period from
      inception (December 16, 2008) to December 31, 2009.                                                                                                   
| |                                                                                                                                                                                                                                                  
| | Consolidated
      Statements of Cash Flows for the year ended December 31, 2009, the period
      from inception (December 16, 2008) to December 31, 2008, and for the
      period from inception (December 16, 2008) to December 31, 2009.    
| |                                                                                                                                                                                                                                                  
| | Notes
    to the Consolidated Financial Statements.                                                                                                                                                                                              

20

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and Board of Directors Ecologic
Transportation, Inc.

We have audited the accompanying consolidated balance sheets of
Ecologic Transportation, Inc. as of December 31, 2009 and 2008, and the related
consolidated statements of operations, stockholders' equity (deficit), and cash
flows for the year ended December 31, 2009, the period from inception (December
16, 2008) to December 31, 2008, and the period from inception (December 16,
2008) to December 31, 2009. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Ecologic Transportation, Inc. as of December 31, 2009 and 2008, the results of
its consolidated operations and its consolidated cash flows for the year ended
December 31, 2009, the period from inception (December 16, 2008) to December 31,
2008 and the period from inception (December 16, 2008) to December 31, 2009, in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements, the Company has suffered a loss from operations
and anticipates further losses in the development of its business. These factors
raise substantial doubt about the Companys ability to continue as a going
concern. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty



---

ECOLOGIC TRANSPORTATION, INC. (A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS

|                                                                  |   | December 31, 2009 |   |   | December 31, 2008 |  
|----------------------------------------------------------------- | - | ----------------- | - | - | ----------------- | -
|ASSETS                                                            |  
|Current Assets                                                    |   |                   |   |   |                   |  
|Cash                                                              | $ | 26,166            |   | $ | -                 |  
|Accounts receivable                                               |   | 27,415            |   |   | -                 |  
|Prepaid expenses and
      other current assets                   |   | 61,728            |   |   | -                 |  
|                                                                  |   |                   |   |   |                   |  
|Total Current Assets                                              |   | 115,309           |   |   | -                 |  
|                                                                  |   |                   |   |   |                   |  
|Other Assets                                                      |   | 8,931             |   |   | -                 |  
|                                                                  |   |                   |   |   |                   |  
|TOTAL ASSETS                                                      | $ | 124,240           |   | $ | -                 |  
|                                                                  |   |                   |   |   |                   |  
|                                                                  |   |                   |   |   |                   |  
|LIABILITIES AND STOCKHOLDERS' (DEFICIT)                           |  
|                                                                  |   |                   |   |   |                   |  
|CURRENT LIABILITIES                                               |   |                   |   |   |                   |  
|Accounts payable and
      accrued expenses                       | $ | 242,663           |   | $ | -                 |  
|                                                                  |   |                   |   |   |                   |  
|Total Current Liabilities                                         |   | 242,663           |   |   | -                 |  
|                                                                  |   |                   |   |   |                   |  
|Related party loans                                               |   | 94,049            |   |   | -                 |  
|                                                                  |   |                   |   |   |                   |  
|STOCKHOLDERS' (DEFICIT)                                           |   |                   |   |   |                   |  
|Preferred stock, no par value,
      10,000,000 shares authorized |   |                   |   |   |                   |  
|no shares issued or
      outstanding at December 31, 2009 and    |   |                   |   |   |                   |  
|December 31, 2008, respectively                                   |   | -                 |   |   | -                 |  
|Common stock, $0.001
      par value, 75,000,000 shares           |   |                   |   |   |                   |  
|authorized                                                        |   |                   |   |   |                   |  
|22,662,824 and
      6,048,741 shares issued and outstanding at   |   |                   |   |   |                   |  
|December 31, 2009 and December 31,
      2008, respectively       |   | 22,663            |   |   | 6,049             |  
|Additional paid in
      capital                                  |   | 1,012,265         |   |   | 710               |  
|Subscription receivable                                           |   | -                 |   |   | (6,049            | )
|(Deficit) accumulated
      during the development stage          |   | (1,247,400        | ) |   | (710              | )
|                                                                  |   |                   |   |   |                   |  
|Total Stockholders' (Deficit)                                     |   | (212,472          | ) |   | -                 |  
|                                                                  |   |                   |   |   |                   |  
|TOTAL LIABILITIES AND STOCKHOLDERS'
      (DEFICIT)               | $ | 124,240           |   | $ | -                 |  

F-2

---

ECOLOGIC TRANSPORTATION, INC. (A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31,
2009, FOR THE PERIOD DECEMBER 16, 2008 (INCEPTION) TO DECEMBER 31, 2008,
AND FOR THE PERIOD DECEMBER 16, 2008 (INCEPTION) TO DECEMBER 31, 2009

|                                                                     |   |                   |   |   | Inception              |   |   | Inception              |  
|-------------------------------------------------------------------- | - | ----------------- | - | - | ---------------------- | - | - | ---------------------- | -
|                                                                     |   |                   |   |   | (December 16, 2008) to |   |   | (December 16, 2008) to |  
|                                                                     |   | December 31, 2009 |   |   | December 31, 2008      |   |   | December 31, 2009      |  
|                                                                     |   |                   |   |   |                        |   |   |                        |  
|Revenue                                                              | $ | 34,579            |   | $ | -                      |   | $ | 34,579                 |  
|                                                                     |   |                   |   |   |                        |   |   |                        |  
|Cost of sales                                                        |   | 43,832            |   |   | -                      |   |   | 43,832                 |  
|                                                                     |   |                   |   |   |                        |   |   |                        |  
|Gross profit (loss)                                                  |   | (9,253            | ) |   | -                      |   |   | (9,253                 | )
|                                                                     |   |                   |   |   |                        |   |   |                        |  
|General and administrative expenses                                  |   | 1,237,456         |   |   | 710                    |   |   | 1,238,166              |  
|                                                                     |   |                   |   |   |                        |   |   |                        |  
|Operating (loss)                                                     |   | (1,246,709        | ) |   | (710                   | ) |   | (1,247,419             | )
|                                                                     |   |                   |   |   |                        |   |   |                        |  
|Interest income                                                      |   | 19                |   |   | -                      |   |   | 19                     |  
|                                                                     |   |                   |   |   |                        |   |   |                        |  
|Net (loss)                                                           | $ | (1,246,690        | ) | $ | (710                   | ) | $ | (1,247,400             | )
|                                                                     |   |                   |   |   |                        |   |   |                        |  
|Weighted average common shares outstanding
      - basic and diluted |   | 18,054,100        |   |   | 6,048,741              |   |   |                        |  
|                                                                     |   |                   |   |   |                        |   |   |                        |  
|Net (loss) per common share - basic and
      diluted                | $ | (0.07             | ) | $ | (0.00                  | ) |   |                        |  

F-3

---

ECOLOGICTRANSPORTATION.INC.(ADEVELOPMENTSTAGECOMPANY)CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERS'(DEFICIT)PERIODFROMDECEMBER16, 2008(INCEPTION)TODECEMBER31, 2009

|                                                                                                                                 |  |              |   |   |         |   |   |              |   |   |             |   |   | (DEFICIT)   |   |   |         |  
|-------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | - | - | ------- | - | - | ------------ | - | - | ----------- | - | - | ----------- | - | - | ------- | -
|                                                                                                                                 |  |              |   |   |         |   |   |              |   |   |             |   |   | ACCUMULATED |   |   |         |  
|                                                                                                                                 |  |              |   |   |         |   |   | ADDITIONAL   |   |   |             |   |   | DURING THE  |   |   |         |  
|                                                                                                                                 |  | COMMON STOCK |   |   | PAID-IN |   |   | SUBSCRIPTION |   |   | EXPLORATION |   |   |             |  
|                                                                                                                                 |  | SHARES       |   |   | AMOUNT  |   |   | CAPITAL      |   |   | RECEIVABLE  |   |   | STAGE       |   |   | TOTAL   |  
|                                                                                                                                 |  |              |   |   |         |   |   |              |   |   |             |   |   |             |   | $ |         |  
|Balance, December 16, 2008 (date of inception)                                                                                   |  | -            |   | $ | -       |   | $ | -            |   | $ | -           |   | $ | -           |   |   | -       |  
|                                                                                                                                 |  |              |   |   |         |   |   |              |   |   |             |   |   |             |   |   |         |  
|Issuance of common stock for subscription receivable                                                                             |  | 6,048,741    |   |   | 6,049   |   |   | -            |   |   | (6,049      | ) |   | -           |   |   | -       |  
|                                                                                                                                 |  |              |   |   |         |   |   |              |   |   |             |   |   |             |   |   |         |  
|Contributed capital                                                                                                              |  | -            |   |   | -       |   |   | 710          |   |   | -           |   |   | -           |   |   | 710     |  
|                                                                                                                                 |  |              |   |   |         |   |   |              |   |   |             |   |   |             |   |   |         |  
|Net loss                                                                                                                         |  |              |   |   |         |   |   |              |   |   |             |   |   | (710        | ) |   | (710    | )
|                                                                                                                                 |  |              |   |   |         |   |   |              |   |   |             |   |   |             |   |   |         |  
|Balance, December 31, 2008                                                                                                       |  | 6,048,741    |   |   | 6,049   |   |   | 710          |   |   | (6,049      | ) |   | (710        | ) |   | -       |  
|                                                                                                                                 |  |              |   |   |         |   |   |              |   |   |             |   |   |             |   |   |         |  
|Cash paid to satisfy subscription receivable                                                                                     |  | -            |   |   | -       |   |   | -            |   |   | 6,049       |   |   | -           |   |   | 6,049   |  
|                                                                                                                                 |  |              |   |   |         |   |   |              |   |   |             |   |   |             |   |   |         |  
|Issuance of common stock for investor relations,
      web site design and radio operations services at $0.24 to $1.80 per share |  | 750,000      |   |   | 750     |   |   | 119,750      |   |   | -           |   |   | -           |   |   | 120,500 |  
|                                                                                                                                 |  |              |   |   |         |   |   |              |   |   |             |   |   |             |   |   |         |  
|Issuance of common stock for cash at $0.001
      to $0.25 per share                                                             |  | 11,612,745   |   |   | 11,613  |   |   | 510,947      |   |   | -           |   |   | -           |   |   | 522,560 |  
|                                                                                                                                 |  |              |   |   |         |   |   |              |   |   |             |   |   |             |   |   |         |  
|Eliminate Ecologic Sciences, Inc. stock                                                                                          |  | (17,559,486  | ) |   | (17,559 | ) |   | 17,559       |   |   | -           |   |   | -           |   |   | -       |  
|                                                                                                                                 |  |              |   |   |         |   |   |              |   |   |             |   |   |             |   |   |         |  
|Accounting for shares in USR in reverse acquisition                                                                              |  | 7,520,834    |   |   | 7,521   |   |   | (7,521       | ) |   | -           |   |   | -           |   |   | -       |  
|                                                                                                                                 |  |              |   |   |         |   |   |              |   |   |             |   |   |             |   |   |         |  
|Recapitalization for reverse acquisition                                                                                         |  | 17,559,486   |   |   | 17,559  |   |   | (49,467      | ) |   | -           |   |   | -           |   |   | (31,908 | )
|                                                                                                                                 |  |              |   |   |         |   |   |              |   |   |             |   |   |             |   |   |         |  
|Stock cancellations                                                                                                              |  | (3,269,496   | ) |   | (3,269  | ) |   | 3,269        |   |   | -           |   |   | -           |   |   | -       |  

F-4

---

ECOLOGICTRANSPORTATION.INC.(ADEVELOPMENTSTAGECOMPANY)CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERS'(DEFICIT)PERIODFROMDECEMBER16, 2008(INCEPTION)TODECEMBER31, 2009

|                                      |  |              |  |   |         |  |   |              |  |   |             |  |   | (DEFICIT)   |   |   |            |  
|------------------------------------- |  | ------------ |  | - | ------- |  | - | ------------ |  | - | ----------- |  | - | ----------- | - | - | ---------- | -
|                                      |  |              |  |   |         |  |   |              |  |   |             |  |   | ACCUMULATED |   |   |            |  
|                                      |  |              |  |   |         |  |   | ADDITIONAL   |  |   |             |  |   | DURING THE  |   |   |            |  
|                                      |  | COMMON STOCK |  |   | PAID-IN |  |   | SUBSCRIPTION |  |   | EXPLORATION |  |   |             |  
|                                      |  | SHARES       |  |   | AMOUNT  |  |   | CAPITAL      |  |   | RECEIVABLE  |  |   | STAGE       |   |   | TOTAL      |  
|                                      |  |              |  |   |         |  |   |              |  |   |             |  |   |             |   |   |            |  
|Options issued for consulting         |  | -            |  |   | -       |  |   | 268,267      |  |   | -           |  |   | -           |   |   | 268,267    |  
|                                      |  |              |  |   |         |  |   |              |  |   |             |  |   |             |   |   |            |  
|Amortization of deferred compensation |  | -            |  |   | -       |  |   | 148,750      |  |   | -           |  |   | -           |   |   | 148,750    |  
|                                      |  |              |  |   |         |  |   |              |  |   |             |  |   |             |   |   |            |  
|Net loss                              |  | -            |  |   | -       |  |   | -            |  |   | -           |  |   | (1,246,690  | ) |   | (1,246,690 | )
|                                      |  |              |  |   |         |  |   |              |  |   |             |  |   |             |   |   |            |  
|Balance, December 31, 2009            |  | 22,662,824   |  | $ | 22,663  |  | $ | 1,012,265    |  | $ | -           |  | $ | (1,247,400  | ) | $ | (212,472   | )

F-5

---

ECOLOGIC TRANSPORTATION, INC. (A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2009, FOR
THE PERIOD DECEMBER 16, 2008 (INCEPTION) TO DECEMBER 31, 2008, AND FOR THE
PERIOD DECEMBER 16, 2008 (INCEPTION) TO DECEMBER 31, 2009

|                                                                                      |   |                   |   |   | Inception       |   |   | Inception       |  
|------------------------------------------------------------------------------------- | - | ----------------- | - | - | --------------- | - | - | --------------- | -
|                                                                                      |   |                   |   |   | (December 16,   |   |   | (December 16,   |  
|                                                                                      |   |                   |   |   | 2008)           |   |   | 2008)           |  
|                                                                                      |   |                   |   |   | to December 31, |   |   | to December 31, |  
|                                                                                      |   | December 31, 2009 |   |   | 2008            |   |   | 2009            |  
|Cash flow from operating activities:                                                  |   |                   |   |   |                 |   |   |                 |  
|Net (loss)                                                                            | $ | (1,246,690        | ) | $ | (710            | ) | $ | (1,247,400      | )
|Adjustments to reconcile net (loss) to net cash (used in)
      operating activities: |   |                   |   |   |                 |   |   |                 |  
|Stock issued for
      compensation                                                   |   | 477,517           |   |   | -               |   |   | 477,517         |  
|Changes in operating assets and
      liabilities:                                    |   |                   |   |   |                 |   |   |                 |  
|(Increase) in accounts receivable                                                     |   | (27,415           | ) |   | -               |   |   | (27,415         | )
|(Increase)
      in other assets                                                      |   | (8,931            | ) |   | -               |   |   | (8,931          | )
|Increase in accounts payable and accrued expenses                                     |   | 198,579           |   |   | -               |   |   | 198,579         |  
|Net cash (used in) operating activities                                               |   | (606,940          | ) |   | (710            | ) |   | (607,650        | )
|                                                                                      |   |                   |   |   |                 |   |   |                 |  
|Cash flows from investing activities:                                                 |   |                   |   |   |                 |   |   |                 |  
|Cash received in reverse merger                                                       |   | 10,448            |   |   | -               |   |   | 10,448          |  
|Net cash provided by investing
      activities                                       |   | 10,448            |   |   | -               |   |   | 10,448          |  
|                                                                                      |   |                   |   |   |                 |   |   |                 |  
|Cash flows from financing activities:                                                 |   |                   |   |   |                 |   |   |                 |  
|Proceeds from related party loans                                                     |   | 94,049            |   |   | -               |   |   | 94,049          |  
|Contributed
      capital                                                             |   | -                 |   |   | 710             |   |   | 710             |  
|Subscriptions received                                                                |   | 6,049             |   |   | -               |   |   | 6,049           |  
|Issuance of
      capital stock for cash                                              |   | 522,560           |   |   | -               |   |   | 522,560         |  
|                                                                                      |   |                   |   |   |                 |   |   |                 |  
|Net cash provided by financing
      activities                                       |   | 622,658           |   |   | 710             |   |   | 623,368         |  
|                                                                                      |   |                   |   |   |                 |   |   |                 |  
|                                                                                      |   |                   |   |   |                 |   |   |                 |  
|Increase in cash                                                                      |   | 26,166            |   |   | -               |   |   | 26,166          |  
|                                                                                      |   |                   |   |   |                 |   |   |                 |  
|                                                                                      |   |                   |   |   |                 |   |   |                 |  
|Cash - beginning of period                                                            |   | -                 |   |   | -               |   |   | -               |  
|                                                                                      |   |                   |   |   |                 |   |   |                 |  
|Cash - end of period                                                                  | $ | 26,166            |   |   | -               |   |   | 26,166          |  
|                                                                                      |   |                   |   |   |                 |   |   |                 |  
|Cash paid for:                                                                        |   |                   |   |   |                 |   |   |                 |  
|Interest                                                                              | $ | -                 |   | $ | -               |   | $ | -               |  
|Income taxes                                                                          | $ | -                 |   | $ | -               |   | $ | -               |  
|                                                                                      |   |                   |   |   |                 |   |   |                 |  
|Non cash investing and financing activities                                           |   |                   |   |   |                 |   |   |                 |  
|                                                                                      |   |                   |   |   |                 |   |   |                 |  
|Recapitalization for reverse
      acquisition                                        | $ | (31,908           | ) | $ | -               |   | $ | (31,908         | )
|Subscription receivable                                                               | $ | -                 |   | $ | 6,049           |   | $ | 6,049           |  

F-6

---

ECOLOGIC TRANSPORTATION, INC.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

December 31, 2009 and 2008

NOTE 1. OVERVIEW

Ecologic Transportation, Inc. (the Company) was incorporated in
the State of Nevada on September 30, 2005. The Company is a development stage
company as defined by ASC 915-10, Accounting and Reporting by Development Stage
Enterprises. A development stage enterprise is one in which planned principal
operations have not commenced or if its operations have commenced, there has
been no significant revenues there from.

The Company is structured with three operating units. The
primary operation is the car rental division which will focus on an
environmental car rental operation.

There are two subsidiaries in addition to Ecologic Car Rentals
Inc.:

| | 1. | Ecologic Products, Inc., a Nevada Corporation 
| | -- | ----------------------------------------------
| | 2. | Ecologic Systems, Inc., a Nevada
  Corporation

Ecologic Shine, the first Ecologic product, is a proprietary
waterless car cleaning process that has no adverse environmental impact. On
September 24, 2009, the Company, through its wholly owned subsidiary Ecologic
Products, Inc., entered into a service agreement with Park N Fly Inc., a
national off-airport parking company. Pursuant to the terms of the service
agreement, the Company has agreed to provide car wash cleaning services using
our 100% organic cleaning products, known as Ecologic Shine TM, for a
period of three years at certain of Park N Fly Inc.s locations. We opened a
location in Atlanta, Georgia on October 19, 2009; in San Diego, California on
November 16, 2009; and in Los Angeles, California in December 1, 2009.
Subsequently, we opened at an additional lot in Atlanta, Georgia on March 1,
2010, and Houston, Texas on March 15, 2010.

On April 26, 2009, the Company entered into an agreement and
plan of merger, as amended, with Ecologic Sciences, Inc. (formerly, Ecologic
Transportation, Inc.), a private Nevada corporation, and Ecological Acquisition
Corp., a private Nevada corporation and wholly-owned subsidiary of the Company.
Ecological Acquisition Corp. was formed by the Company for the purpose of
acquiring all of the outstanding shares of Ecologic Sciences, Inc.. Pursuant to
the agreement and plan of merger, as amended, Ecologic Sciences, Inc. (formerly,
Ecologic Transportation, Inc.) was to be merged with and into Ecological
Acquisition Corp., with Ecologic Sciences, Inc. continuing after the merger as a
wholly-owned subsidiary of the Company.

On July 2, 2009, the Companys wholly-owned subsidiary
Ecological Acquisition Corp. was merged into Ecologic Sciences, Inc. with
Ecologic Sciences, Inc. being the sole surviving entity under the name Ecologic
Sciences, Inc. and the Company being the sole shareholder of the surviving
entity. Pursuant to the merger, the Company plans to raise additional capital
required to meet immediate short-term needs and to meet the balance of its
estimated funding requirements for the twelve months, primarily through the
private placement of its securities. The Companys ability to continue as a
going concern is dependent upon its ability to generate profitable operations in
the future and/or to obtain the necessary financing to meet its obligations and
repay its liabilities arising from normal business operations when they come
due. Upon closing of the transactions contemplated by the agreement and plan of
merger on July 2, 2009, the Company issued 17,559,486 shares of its common stock
to the former shareholders of Ecologic Sciences, Inc. in consideration for the
acquisition of all of the issued and outstanding common shares in the capital of
Ecologic Sciences, Inc. As of the closing date, the former shareholders of
Ecologic Sciences, Inc. held approximately 75.85% of the issued and outstanding
common shares of the Company.

These financial statements have been prepared on a going
concern basis. The Company has incurred losses since inception resulting in an
accumulated deficit of $1,247,400 since inception and further losses are
anticipated in the development of its business, raising substantial doubt about
the Companys ability to continue as a going concern.

F-7

---

The financial statements do not include any adjustments
relating to the recoverability and classification of recorded assets, or the
amounts of and classification of liabilities that might be necessary in the
event the Company cannot continue in existence.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents: The Company considers cash in
banks, deposits in transit, and highly-liquid debt instruments purchased with
original maturities of three months or less to be cash and cash equivalents.

Accounts Receivable:The Company extends credit
to customers based upon individual credit evaluation and the specific
circumstances of the customer. The Company provides an allowance for doubtful
accounts that is based upon a review of outstanding receivables, historical
collection information, and existing economic conditions.

The Company noted no allowance for doubtful accounts at
December 31, 2009 or December 31, 2008.

Per Share Amounts: The Company computes earnings per
share under Accounting Standards Codification subtopic 260-10, Earnings Per
Share (ASC 260-10). Net earnings (loss) per common share is computed by
dividing net income (loss) by the weighted average number of shares of common
stock and dilutive common stock equivalents outstanding during the period.
Dilutive common stock equivalents consist of shares issuable upon conversion of
convertible preferred shares and the exercise of the Company's stock options and
warrants

Income Taxes: The Company accounts for income taxes
under ASC 740, Income Taxes. Temporary differences are differences between the
tax basis of assets and liabilities and their reported amounts in the financial
statements that will result in taxable or deductible amounts in future years.
Under this method, deferred tax assets and liabilities are determined based on
differences between financial reporting and tax bases of assets and liabilities
and are measured using the enacted tax rates and laws that will be in effect
whenthe differences are expected to reverse. A valuation allowance is
recorded when the ultimate realization of a deferred tax asset is considered to
be unlikely.

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

Revenue Recognition: Revenue is recognized when all
applicable recognition criteria have been met, which generally include (a)
persuasive evidence of an existing arrangement; (b) fixed or determinable price;
(c) delivery has occurred or service has been rendered; and (d) collectability
of the sales price is reasonably assured.

The Companys current revenue stream is from Ecologic Products
Ecologic Shine. Through the agreement with Park N Fly, Ecologic Shine is
currently operating in five Park N Fly locations. Park N Fly is billed every
two weeks by Ecologic Transportation for the total cars cleaned, and Park N Fly
pays upon receipt.

Impairment of Long-Lived Assets:The Company evaluates
its long-lived assets for impairment. If impairment indicators exist, the
Company performs additional analysis to quantify the amount by which capitalized
costs exceed recoverable value.

Stock Based Compensation:The Company records
compensation expense for the fair value of stock options that are granted.
Expense is recognized on a pro-rata basis over the vesting periods, if any, of
the options. The fair value of stock options at their grant date is estimated by
using the Black-Scholes-Merton option pricing model.

Fair Value of Financial Instruments: ASC 825, Financial
Instruments, requires disclosure of fair value information about financial
instruments. Fair value estimates discussed herein are based upon certain market
assumptions and pertinent information available to management as of December 31,
2009.

F-8

---

The respective carrying values of certain on-balance-sheet
financial instruments approximate their fair values. These financial instruments
include cash and cash equivalents, accounts receivable, leases receivable,
prepaid and other current assets, inventory, accounts payable and accrued
expenses, capital leases, deferred revenue and line of credit. Fair values were
assumed to approximate carrying values for these financial instruments since
they are either short term in nature and their carrying amounts approximate fair
value, they are receivable or payable on demand, or they bear appropriate
interest rates.

Recent Pronouncements:The Company evaluates the
pronouncements of various authoritative accounting organizations, primarily the
Financial Accounting Standards Board (FASB), the SEC, and the Emerging Issues
Task Force (EITF) to determine the impact of new pronouncements on US GAAP and
the impact on the Company. The Company adopted the following new accounting
standards during 2009:

In June 2009, the FASB released the final version of its new
Accounting Standards Codification (the Codification) as the single
authoritative source for US GAAP. The Codification replaces all previous US GAAP
accounting standards as described in ASC 105 (SFAS 168 - The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting
Principles). While not intended to change US GAAP, the Codification
significantly changes the way in which the accounting literature is organized.
It is structured by accounting topic to help accountants and auditors more
quickly identify the guidance that applies to a specific accounting issue.
However, because the Codification completely replaces existing standards, it
will affect the way US GAAP is referenced by companies in their financial
statements and accounting policies. The Codification is effective for financial
statements that cover interim and annual periods ending after September 15,
2009. The adoption of the Codification did not have a material impact on our
financial statements.

In May, 2009, the ASC guidance for subsequent events was
updated to establish accounting and reporting standards for events that occur
after the balance sheet date but before financial statements are issued. The
guidance was amended in February, 2010. The update sets forth: (i) the period
after the balance sheet date during which management of a reporting entity
should evaluate events or transactions that may occur for potential recognition
or disclosure in the financial statements, (ii) the circumstances under which an
entity should recognize events or transactions occurring after the balance sheet
in its financial statements, and (iii) the disclosures that an entity should
make about events or transactions occurring after the balance sheet date in its
financial statements. The Company adopted the updated guidance in 2009. The
adoption had no impact on the Companys consolidated financial position, results
of operations or cash flows.

Various standard setting bodies have issued accounting
pronouncements that have not yet been adopted by the Company. A brief discussion
of the pronouncement is presented in the following paragraphs. The Company is
currently evaluating the potential future impact on its financial statements
from the implementation of these new standards.

Accounting Standards Update (ASU) 2010-06 amends existing
disclosure requirements about fair value measurements by adding required
disclosures about items transferring into and out of levels 1 and 2 in the fair
value hierarchy; adding separate disclosures about purchase, sales, issuances,
and settlements relative to level 3 measurements; and clarifying, among other
things, the existing fair value disclosures about the level of disaggregation.
This ASU will be effective for the first quarter of 2010.

Accounting Standards Update (ASU) 2009-17 revises the
consolidation guidance for variable-interest entities. The modifications include
the elimination of the exemption for qualifying special purpose entities, a new
approach for determining who should consolidate a variable-interest entity, and
changes to when it is necessary to reassess who should consolidate a
variable-interest entity. This standard will be effective January 1, 2010.

There were various other updates recently issued, most of which
represented technical corrections to the accounting literature or application to
specific industries. None of the updates are expected to a have a material
impact on the Company's consolidated financial position, results of operations
or cash flows

F-9

---

NOTE 3. PREPAID EXPENSES

The prepaid expenses of $60,000 as of December 31, 2009,
represents the prepaid portion of a fee, pursuant to a consulting agreement
between the Company and Capital Group Communications, Inc., for its services to
assist the Company in its efforts to gain greater recognition and awareness
among relevant investors in the public capital market. The total fee, which was
paid through the issuance of 500,000 shares of restricted common stock of the
Company valued at $120,000, is being amortized ratably over the twelve month
period commencing July 1, 2009 through June 30, 2010.

NOTE 4. RELATED PARTY LOANS

On September 1, 2009 the Company entered into a loan with an
affiliate for $94,049. The loan bears interest at the rate of 7% per annum, is
unsecured and is payable within one year upon demand. No payments of principal
or interest were made during 2009. Accrued interest at December 31, 2009 was
$1,554.

NOTE 5. STOCKHOLDERS (DEFICIT)

The total number of authorized shares of common stock that may
be issued by the Company is 75,000,000 with a par value of $0.001 per share.

The Board of Directors has approved an action to amend the
Articles of Incorporation to provide for the issuance of 10 million shares of
preferred stock with no par value. The amendment of the Articles has not yet
been filed with the Nevada Secretary of State's Office.

During January 2009 the Company issued 500,000 common shares
for investor relations consulting services valued at $120,000 (see note 3).

During March 2009 the Company issued 9,560,745 common shares
for cash at $0.001 per share.

During April 2009 the Company issued 1,200,000 common shares
for cash at $0.25 per share.

During April 2009 the Company issued 100,000 common shares for
web site design services valued at $180,000 of which $140,000 is deferred at
December 31, 2009.

During May 2009 the Company issued 50,000 common shares for web
site design services valued at $90,000 of which $71,250 is deferred at December
31, 2009.

During June 2009 the Company issued 100,000 common shares for
radio operations services valued at $180,000 of which $90,000 is deferred at
December 31, 2009.

Effective June 11, 2009, we changed our name from USR
Technology, Inc. to Ecologic Transportation, Inc., by way of a merger with
our wholly owned subsidiary Ecologic Transportation, Inc., which was formed
solely for the change of name.

On July 2, 2009, USRs wholly owned subsidiary Ecological
Acquisition Corp. was merged into Ecologic Sciences, Inc. with Ecologic
Sciences, Inc. being the sole surviving entity under the name Ecologic
Sciences, Inc. and our company being the sole shareholder of the surviving
entity. In connection with the closing of the merger, the Company issued an
aggregate of 17,559,486 restricted shares of common stock representing
approximately 75.85% of the issued and outstanding shares of the Company to the
former shareholders of Ecologic Sciences, Inc.. As a result, the issued and
outstanding shares increased from 5,620,832 shares of common stock to 23,180,318
shares of common stock.

Effective July 2, 2009, the Company issued 7,520,834 common
shares to the shareholders of predecessor Ecologic Transportation, Inc.
(formerly USR Technology, Inc.), on an exchange basis of one share of Ecologic
Sciences, Inc.

F-10

---

(formerly, Ecologic Transportation, Inc) common stock for each
share of Ecologic Transportation, Inc. (formerly USR Technology, Inc.), common
stock.

During July 2009, certain stockholders canceled 1,900,002 post
split shares of common stock for no consideration.

During October 2009, certain stockholders canceled 1,369,494
post split shares of common stock for no consideration.

During October 2009 the Company issued 852,000 shares of its
common stock for $213,000 in cash.

As at December 31, 2009 the Company has 22,662,824 common
shares issued and outstanding.

NOTE 6. WARRANTS AND OPTIONS

On October 1, 2009 the Company entered into a consulting
agreement for services under which the Company issued 2,287,547 options to
purchase 2,287,547 shares of its common stock for an option price of $0.25. The
options vest on September 1, 2010. The options are exercisable for a period of
three years after the vesting date. The Company has valued the options utilizing
The Black Scholes Valuation at $983,645 and for accounting purposes has
amortized the option value over the eleven month period commencing with the date
of issuance and ending when the options vest. The amortization recorded by the
Company for the period October 1, 2009 to December 31, 2009 is $268,267 as a
charge to income. Assumptions used in valuing the options: expected term is 3,67
years, expected volatility is 0.33, risk-free interest rate is 2.00%, and
dividend yield is 0.00% .

In conjunction with the reverse acquisition in July 2009, ETI
assumed 90,250 warrants outstanding with an exercise price of $2.50. The
warrants expire on September 30, 2011.

As at December 31, 2009 the Company has 90,250 Warrants and
2,287,547 Options issued and outstanding.

|               |  | Outstanding and Exercisable Warrants |  |  |                  | 
|-------------- |  | ------------------------------------ |  |  | ---------------- | 
|               |  |                                      |  |  | Remaining        | 
|               |  | Number of                            |  |  | Contractual Life | 
|Exercise Price |  | Shares                               |  |  | (in years)       | 
|$2.50          |  | 90,250                               |  |  | 1.75             | 
|               |  | 90,250                               |  |  |                  | 

Number
    
    
    Weightedof
    
    
    AverageWarrants
    
    Shares
    
    
    ExercisePriceOutstanding at Inception (December 16,
      2008)
    
    -
    
    
    -Issued
    
    -
    
    
    -Exercised
    
    -
    
    
    -Expired / Cancelled
    
    -
    
    
    -Outstanding at December 31, 2008
    
    -
    
    $
    -Issued
    
    92,250
    
    
    2.50Exercised
    
    -
    
    
    -Expired / CancelledOutstanding at December 31, 2009
    
    90,250
    
    $
    2.50


F-11

---

|               |  | Outstanding and Exercisable Options |  |  |                  | 
|-------------- |  | ----------------------------------- |  |  | ---------------- | 
|               |  |                                     |  |  | Remaining        | 
|               |  | Number of                           |  |  | Contractual Life | 
|Exercise Price |  | Shares                              |  |  | (in years)       | 
|$0.25          |  | 2,287,547                           |  |  | 3.67             | 
|               |  | 2,287,547                           |  |  |                  | 

Number
    
    
    Weightedof
    
    
    AverageOptions
    
    Shares
    
    
    ExercisePriceOutstanding at Inception (December 16,
      2008)
    
    -
    
    
    -Issued
    
    -
    
    
    -Exercised
    
    -
    
    
    -Expired / Cancelled
    
    -
    
    
    -Outstanding at December 31, 2008
    
    -
    
    
    -Issued October 1, 2009
    
    2,287,547
    
    $
    0.25Exercised
    
    -
    
    
    -Expired / Cancelled
    
    -
    
    
    -Outstanding at December 31, 2009
    
    2,287,547
    
    $
    0.25


NOTE 7 COMMITMENTS AND CONTINGENCIES

William N. Plamondon III, Chief Executive Officer of Ecologic
Transportation signed an employment agreement with the Company (Form 8-K filed
on July 9, 2009). The employment agreement calls for Mr. Plamondon to be paid
$35,000 per month for a period of 3 years. The employment agreement provides for
standard health benefits.

Huntington Chase, Ltd., a Nevada corporation wherein Edward W.
Withrow, III, Ecologic Transportations Chairman owns a majority control, signed
a consulting agreement with the Company on October 12, 2009. The consulting
agreement provides for Huntington Chase, Ltd to perform certain advisory
functions to the Company. The consulting agreement provides that Huntington
Chase, Ltd be paid $15,000 per month for a period of 3 years.

Richard Keppler signed an employment agreement with the Company
(Form 8-K filed on July 9, 2009) The Company signed an employment agreement with
Mr. Keppler on July 9, 2009 to create, produce and perform an online radio show
entitled Ecologic Radio. The employment agreement has a Term of 2 years and
calls for Mr. Keppler to be paid $3,000 per month for the initial 6 months and
then reverts to $5,000 per month for the remaining 18 months. The employment
agreement provides for additional compensation in the form of stock in the
amount of 100,000 shares of the Companys Common stock. Mr. Keppler was to be
issued 25,000 shares at signing and 12,500 shares per quarter until the end of
his 2 year contract.

Matrix Advisors, LLC a New York Limited Liability Company
signed a consulting agreement with the Company dated effective October 1, 2009.
The consulting agreement provides for Matrix Advisors to deliver advisory
services to the Company for a period of three years for a fee of $10,000 per
month and options to purchase 2,287,547 shares exercisable at $0.25 per share
for a term of three years from September 1, 2009. The vesting period for the
options ends on September 1, 2010.

NOTE 8. INCOME TAXES

The Company accounts for income taxes under ASC 740, Income
Taxes. Temporary differences are differences between the tax basis of assets
and liabilities and their reported amounts in the financial statements that will
result in taxable or deductible amounts in future years. Under this method,
deferred tax assets and liabilities are determined based on differences between
financial reporting and tax bases of assets and liabilities and are measured

F-12

---

using the enacted tax rates and laws that will be in effect
when the differences are expected to reverse. A valuation allowance is recorded
when the ultimate realization of a deferred tax as The tax effects of temporary
differences that give rise to significant portions of the deferred tax assets
and deferred tax liabilities at December 31, 2009, are presented below:

Deferred tax assets:Net operating loss carry forwards
    $
    424,000Less valuation allowance
    
    (424,000
    )Net deferred tax asset
    $
    -


At this time, the Company is unable to determine if it will be
able to benefit from its deferred tax asset. There are limitations on the
utilization of net operating loss carry forwards, including a requirement that
losses be offset against future taxable income, if any. In addition, there are
limitations imposed by certain transactions which are deemed to be ownership
changes. Accordingly, a valuation allowance has been established for the entire
deferred tax asset. The increase in the valuation allowance was approximately
$424,000 during 2009.

NOTE 9 SUBSEQUENT EVENTS

The Company has evaluated events and transactions that occurred
between December 31, 2009 and the date the consolidated financial statements
were available for issue, for possible disclosure or recognition in the
consolidated financial statements. The Company has determined that there were no
such events or transactions that warrant disclosure or recognition in the
consolidated financial statements except as noted below.

The Company signed an Investment Banking and Financial Advisory
Agreement with Innovator Capital of London England dated January 9, 2010. The
Agreement provides for Innovator Capital to perform the following services;
strategic business consulting, capital raising activities, strategic partnership
in both the private and public sector, merger and acquisition advisory and
corporate communications strategy. The economics of the agreement are as
follows; an engagement fee of 15,625 pounds sterling (USD$23,437) was to be paid
upon signing. The Company negotiated to pay 7,812.50 pounds sterling
(USD$12,481) upon signing and the remaining 7,812.50 pounds sterling after the
Company raises a minimum of $1,000,000. The agreement provides for a monthly
retainer fee of 15,625 pounds sterling (USD $23,437) which will accrue on a
daily basis payable monthly in arrears such fee will be deferred and will
commence, with arrears also being payable, immediately upon the receipt by
Ecologic of a minimum aggregate $2,000,000. Innovator receives a 5% fee of all
monies raised for the Company.

During the first three months of 2010 the Company increased its
loan with an affiliate to $235,049. The loan bears interest at the rate of 7%
per annum, is unsecured and is payable within one year upon demand.

F-13

---

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

We have not changed our auditors since our last year end and we
have not had any disagreements with our auditors.

Item
9A.          Controls and
Procedures

Managements Report on Disclosure Controls and
Procedures

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms, and that such information
is accumulated and communicated to our management, including our president (who
is acting as our principal executive officer and our principal financial officer
and principle accounting officer) to allow for timely decisions regarding
required disclosure. In designing and evaluating our disclosure controls and
procedures, our management recognizes that any controls and procedures, no
matter how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives, and our management is required to
apply its judgment in evaluating the cost-benefit relationship of possible
controls and procedures. Because of its inherent limitations, internal control
over financial reporting may not prevent or detect misstatements. Therefore,
even those systems determined to be effective can provide only reasonable
assurance with respect to financial statement preparation and presentation.
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.

As of December 31, 2009, the end of our fiscal year covered by
this report, we carried out an evaluation, under the supervision and with the
participation of our president (who is acting as our principal executive officer
and our principal financial officer and principle accounting officer), of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on the foregoing, our president (who is acting as our
principal executive officer and our principal financial officer and principle
accounting officer) concluded that our disclosure controls and procedures were
effective as of the end of the period covered by this annual report.

Managements Report on Internal Control over Financial
Reporting

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting. Responsibility, estimates
and judgments by management are required to assess the expected benefits and
related costs of control procedures. The objectives of internal control include
providing management with reasonable, but not absolute, assurance that assets
are safeguarded against loss from unauthorized use or disposition, and that
transactions are executed in accordance with managements authorization and
recorded properly to permit the preparation of consolidated financial statements
in conformity with accounting principles generally accepted in the United
States. Our management assessed the effectiveness of our internal control over
financial reporting as of December 31, 2009. In making this assessment, our
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal
Control-Integrated Framework. Our management has concluded that, as of
December 31, 2009, our internal control over financial reporting is effective in
providing reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with US generally accepted accounting principles. Our management reviewed the
results of their assessment with our Board of Directors.

This annual report does not include an attestation report of
our companys registered public accounting firm regarding internal control over
financial reporting. Managements report was not subject to attestation by our
companys registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit our company to provide only
managements report in this annual report.

Inherent limitations on effectiveness of controls

Internal control over financial reporting has inherent
limitations which include but is not limited to the use of independent
professionals for advice and guidance, interpretation of existing and/or
changing rules and principles,

23

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segregation of management duties, scale of organization, and
personnel factors. Internal control over financial reporting is a process which
involves human diligence and compliance and is subject to lapses in judgment and
breakdowns resulting from human failures. Internal control over financial
reporting also can be circumvented by collusion or improper management override.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements on a timely basis, however these
inherent limitations are known features of the financial reporting process and
it is possible to design into the process safeguards to reduce, though not
eliminate, this risk. Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement
preparation and presentation. 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.

Changes in Internal Control over Financial
Reporting

There have been no changes in our internal controls over
financial reporting that occurred during the year ended December 31, 2009 that
have materially or are reasonably likely to materially affect, our internal
controls over financial reporting.

Item
9B.          Other Information

None

PART III

Item
10.           Directors,
Executive Officers and Corporate Governance

All of the directors of our company hold office until the next
annual meeting of the stockholders or until their successors have been elected
and qualified. Our officers are appointed by our board of directors and hold
office until their death, resignation or removal from office. Our directors and
executive officers, their ages, positions held, and duration as such, are as
follows:

Name
      Position Held with the
      Company
      Age
      Date First Elected or AppointedWilliam N. Plamondon III
    President, Chief Executive
      Officer and Director
    62
    July 2, 2009John L. Ogden
    Director
    56
    March 3, 2008Edward W. Withrow III
    Chairman of the Board and
      Director
    45
    July 2, 2009Edward W. Withrow Jr.
    Director
    72
    July 2, 2009Shelly J. Meyers
    Director
    50
    July 2, 2009Bernhard F.J. Steiner
    Director
    62
    July 13, 2009Erin E. Davis
    Secretary and Vice President of
      Marketing and Communications
    44
    July 2, 2009Paul Christensen
    Vice President of Rental
      Operations
    62
    July 2, 2009


24

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Business Experience

The following is a brief account of the education and business
experience of each director and executive officer during at least the past five
years, indicating each person's principal occupation during the period, and the
name and principal business of the organization by which he was employed.

William N. Plamondon III, President, Chief Executive Officer
and Director

Mr. Plamondon has served over 30 years in a variety of
industries as Chief Executive Officer and Chief Restructuring Officer for both
public and private companies. In his various roles as an executive, a board
member, and an advisor, Mr. Plamondon realized that a critical success factor
for any venture was the ability to get the right experience matched with the
appropriate perspective. Mr. Plamondon has purchased over $500 million in
acquisition value businesses and sold companies with enterprise values of over
$1 billion. He has secured financings in excess of $3 billion.

As CEO of R.I. Heller & Co., LLC, Mr. Plamondon served on a
variety of assignments such as the Chief Executive Officer of Advantage Car
Rental. An expert in distributed management, he was brought in to plan and
execute a restructuring. He also served as CEO for EV Rental Cars, LLC. Mr.
Plamondon recently completed an assignment where he served as the interim CEO
for Protein Polymer Technologies, Inc., a biomedical device company based in San
Diego, CA. Prior to these assignments, he served as an Advisor to the CEO, CFO
and the Board of Directors of Murray, Inc., a manufacturing company, pre and
post filing for Chapter 11. Simultaneously, he served as the Chief Restructuring
Officer for May Logistics Services where he restructured $100 million bank debt
and sold a $20 million operating division of the company.

Prior to those assignments, Mr. Plamondon was President and
Chief Executive Officer of ANC Rental Corporation, the parent company of Alamo
Rent A Car and National Car Rental, a 2.5 billion dollar global company with
over 14,000 employees. Following a successful restructuring including the
renegotiation of all franchising agreements, the company was sold in October,
2003. He was appointed by the Board with the consensus of secured and unsecured
creditors after serving as Chief Restructuring Officer, where he was responsible
for developing and implementing a strategic plan to return the company to
profitable growth in the aftermath of the travel industry slowdown following
September 11, 2001. His tenure with the business began in June of 2000 when he
was named to serve on ANC's board of directors, where he chaired the audit
committee.

In December 2000, Mr. Plamondon joined E&Y Capital
Advisors, LLC, a subsidiary of Ernst & Young LLP, as a consultant in its
Restructuring Advisory Services Group. In addition to participating in client
engagements, he developed and managed a "crisis management" resource to provide
clients with experienced candidates for the positions of CEO, CFO and COO.

Prior to forming R.I. Heller & Co., LLC, Mr. Plamondon
served as CEO of the First Merchants Acceptance Corporation, a $750m
publicly-held financial services company. There he managed the turnaround,
financial restructuring and sale of the company.

For more than 19 years Mr. Plamondon was with Budget Rent a
Car. He began his career at Budget in 1978 in Franchise Development. As Vice
President, Franchised Operations, he built the company's functions in Field
Operations, Training and Development, and Acquisition and Refranchising,
managing more than 25 transactions and $350 million in assets.

As Budget transitioned from a franchising to an operating
company, Mr. Plamondon successfully restructured the Florida operations, the
company's largest acquisition a $100 million subsidiary. In 1989, he returned to
Corporate Headquarters as Executive Vice President of Sales and Marketing and
later EVP North America.

In 1992, at the direction of Ford Motor Company and Budget's
Board of Directors, Mr. Plamondon was named President of Budget Rent a Car; the
title of CEO was added the following year. In this capacity, he was responsible
for acquisitions integration, organizational development, and cost restructuring
at the $2.5 billion company, whose

25

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more than 3200 locations spanned 117 countries. Mr. Plamondon
left Budget in 1997 with the successful sale of the company to Team Rental
Group.

Mr. Plamondon has served on the boards of private and public
companies, as well as non-profit organizations. He was a founding member of the
National Tourism Organization and formerly served on the Board of American Car
Rental Association and the International Franchise Association. He currently
serves on the Board of Trustees for North Central College, the Board of
Directors of Protein Polymer Technologies, Inc., and is a 7-year member of the
Executive Advisory Committee for Give Kids the World. Mr. Plamondon is an active
member of the American Bankruptcy Institute and the Turnaround Management
Association. He is an accomplished key-note speaker for organizations and
conventions worldwide.

John L. Ogden, Director

Mr. Ogden has 30 years experience in energy corporate finance,
international negotiations, corporate and asset acquisition, business
development and energy company management. Since 1995 he has been a principal
and managing director of Wood Roberts, LLC., an energy corporate financial
advisory firm based in Houston, Texas. Between 1985 and 1995, he managed an
independent corporate financial consulting business specializing in domestic and
international energy issues, providing M&A advice, and strategic corporate
financial consulting services. Mr. Ogden graduated from the University of Leeds,
England, with a Bachelor of Laws (honors) and is qualified as a Barrister-at-Law
in England.

Edward W. Withrow III, Director

Mr. Withrow has over 20 years of experience as a financier,
wherein he has developed an expertise in finding small undervalued and
under-funded companies and creating value with them. In 1992 Mr. Withrow created
Box Office Partners I, II, & III, a series of funds that provided
off-balance sheet financing for foreign film distributors. In 1994 Mr. Withrow
became a pioneer in the development of sell-thru educational entertainment video
into grocery stores chains which led to the creation of Family Store
Entertainment, LLC an educational entertainment company involved in production,
licensing, acquisition and distribution of childrens entertainment. In 1998 Mr.
Withrow co-founded Simplyfamily.com an Internet based an integrated affinity
community.

In 2000, Mr. Withrow founded Huntington Chase Financial Group,
LLC and Huntington Chase, Ltd. to engage in venture capital and merchant banking
activities. From 2000 until the present, Mr. Withrow acquired, restructured,
merged, created and was a senior advisor to 10 companies. From 2002 to 2004, Mr.
Withrow was the CEO of Reward Enterprises, Inc., a public company and early
adopter of VOIP telecommunications in the international market with operations
in North Africa and India. In 2003 to 2004 Mr. Withrow founded Symphony Card,
LLC a stored value debit card targeting the West African nation of Nigeria in
partnership with Fountain Trust Bank, PLC.

From 2004 to 2005, Mr. Withrow became the CEO of Addison-Davis
Diagnostics, Ltd, a leading edge point-of-care diagnostic company. From 2005 to
present, Mr. Withrow co-founded Eaton Scientific Systems, Ltd., a biotechnology
company and co-authored a patent pending non-hormonal treatment for women in
menopause and post cancer treatments. From 2006 to present, Mr. Withrow was a
co-founder of Montecito Bio Sciences, Ltd. an innovative diagnostic company. He
is the author of several patents in the life sciences space. In 2006 Mr. Withrow
became a Managing Director of Orient Financial Group, Ltd a Hong Kong registered
financial advisory firm headquartered in Hong Kong with representative offices
in Geneva, Delhi and Los Angeles.

Mr. Withrow co-founded Save Our Children a non-profit
organization that assisted in fundraising activities for charities that focused
on child abuse and since 1999 has been actively involved with Planet Hope a
non-profit organization that helps homeless mothers and their children.

Edward W. Withrow Jr., Director

Mr. Withrow earned his Masters in Business Administration from
Harvard University, with a concentration in Investment Banking. He has a
bachelors degree in Business, with a concentration in Finance and Accounting,

26

---

from the University of Colorado. He served twenty-four years on
active duty in the U.S. Navy as a professional logistician, retiring with the
rank of Captain. He spent approximately 20 years as a financial professional
with Drexel Burnham Lambert, Paine Webber, Merrill Lynch and Wells Fargo.

Mr. Withrow has been very active in civic leadership for the
past 20 years serving in a number of elected and appointed positions, including
Mayor of Alameda, California. He is currently serving as the regionally elected
President of the Governing Board of The Peralta Colleges, an institution
consisting of 2,000 faculty and staff and approximately 30,000 students.

Shelly J. Meyers, Director

Shelly Meyers has over 20 years of financial and investment
experience. She is Founder and President of Palisades Management LLC, a
Registered Investor Advisor (RIA) that provides investment management services
to high net worth individuals and institutions. The firm also provides strategic
advisory services to corporations pertaining to corporate finance and capital
market activities.

Prior to founding Palisades Management, in June 2007 Ms. Meyers
served as Executive Vice President for Pacific Global Investment Management
Company (PGIMC), where she played an integral role in launching PGIMCs high net
worth management business, merging the separately managed account business of
Meyers Capital Management (MCM) into PGIMC in mid-2003. While at PGIMC, the
Firms high net worth business grew from less than $1,000,000 to approximately
$100,000,000. Ms. Meyers also managed the Pacific Advisor Funds Multi-Cap Value
Fund from inception (April 2002) to a five-year record that beat the S&P 500
on an annualized basis, and which ranked the Fund in the top 10% in its five
year Morningstar peer group.

Ms. Meyers founded MCM and the Meyers Investment Trust in June
1996, and managed the Trusts Meyers Pride Value Fund from inception in June
1996 to September 2001. The Fund was awarded a five star ranking by Morningstar
under her management, and in 2001 Morningstar with Ms. Meyers as manager
recognized the Fund as the #1 large-cap value fund in the United States. The
Meyers Value Fund was sold to Citizens Funds in September 2001 with Ms. Meyers
serving as sub-advisor until October 2002.

From 1993 to 1996, Ms. Meyers served as Assistant
Vice-President at The Boston Company Asset Management, Inc. (BCAM). She acted
as an Assistant Portfolio Manager and equity research analyst for the
institutional investment group in a team responsible for equity investments
valued at $10 billion. Prior to that, she served in the Finance Department at
Chevron Corp, and was the first woman sent to important oil and gas operations
throughout Asia and the South Pacific.

Ms. Meyers has often addressed national audiences on investing
issues, with regular appearances on CNBCs Power Lunch, CNN, and
Bloomberg TV. She has also been featured in publications such as The Wall Street
Journal, The New York Times, Investors Business Daily, USA Today, The
Washington Post, Mutual Fund Magazine and Business Week. In 1998, Ms. Meyers was
named to the Board of Trustees for E*Trade Funds, serving until September 2006.
She was elected to the U.S. National Registry of Whos Who, first listed in the
year 2000 edition.

Ms. Meyers received her MBA from Dartmouth Colleges Amos Tuck
School of Business Administration. She received her BA with a major in Political
Science and minor in Economics from the University of Michigan. Ms. Meyers was
issued a CPA license by the state of California in 1990.

Bernhard F.J. Steiner, Director

Most recently, from 2004 until February 2009, Bernhard Steiner
was Chief Executive Officer and a director of Clean Diesel Technologies, Inc.
(NASDAQ:CDTI & AIM:CDT), a cleantech company providing sustainable solutions
to reduce emissions, increase energy efficiency and lower the carbon intensity
of on- and off-road engine applications. Previously, Dr. Steiner was the
executive director of sales and marketing at Wayfinder Systems AB, a Sweden
based company, which has launched server-based navigation systems for mobile
phones and has become

27

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the market leader in the field. From 1999 to March 2003, he
served in varying positions with Motorola, Inc. beginning as director, strategic
marketing and new business development for the Integrated Electronics Systems
Sector, working with four business groups: automotive, telematics, energy
systems and computer platforms. The following year Dr. Steiner was promoted to
director of worldwide sales and marketing, and then to general manager of global
solutions for the company's personal communication sector where he created and
grew a team of more than 200 professionals to enter into the hardware services
and application business. From 1994 to 1998, Dr. Steiner held the position of
group managing director at NXT PLC, a London based company, where he was
involved in strategic planning including M&A and technical developments to
ensure the Group's continued growth and profitability.

Dr. Steiner served as chairman and chief executive officer of
Huntingdon, U.K. based Mission Electronics and Leeds and U.K. based Wharfedale
International Limited, under NXT PLC, where he restructured the companies to
integrate them into the company and make them profitable.

Dr. Steiner earned a bachelors, masters and doctorate in
business administration from the University of St. Gallen in Switzerland.

Erin E. Davis, Corporate Secretary and Vice President of
Marketing and Communications

Ms. Davis has over 20 years of experience in the retail,
restaurant and hospitality, media and travel industries. Specializing in the
fields of communication/public relations/investor relations, mergers and
acquisitions, organizational development, and performance enhancement, she has
increased stakeholder value for both public and private global companies. She
has over 15 years of experience working with companies throughout merger and
acquisition periods, as well as bankruptcy restructuring. Having completed
numerous mergers and acquisitions, she has refined her ability to quickly and
accurately perform assessments and build teams to position companies for
success. As a part of this process and in company restructurings, she has
implemented strategic internal and external communication plans that have
facilitated smooth transitions. Her unique skill set includes expertise in
branding and co-branding to both the marketplace and internal audiences.

From 2005 to 2007 Ms. Davis served as Corporate Secretary and
Vice President of Public Relations for Protein Polymer Technologies, Inc., a
biotechnology company in California. She successfully completed their investor
relations presentations, designed acquisition strategies, and headed up their
public relations and investor relations. She also recently completed an
assignment with Murray, Inc., a manufacturing company, on their pre and post
bankruptcy filing communication and documentation. Prior to that, from 2002 to
2003, she was with ANC Rental Corporation as Vice President of Communications,
leading both internal communication programs and external public relations
including their worldwide franchising system. Ms. Davis has extensive training
and development experience in a variety of big box retail chains and
restaurants. Additionally, she is accomplished in media production work in the
music industry and industrial film arena.

Ms. Davis worked with both financial institutions and
operations executives executing a European insolvency with the German subsidiary
of ANC. Additionally; she played a key role shutting down a failed roll-up with
an international company. She is a certified executive coach, an award winning
seminar speaker, and is an active member of the Turnaround Management
Association and the American Bankruptcy Institute.

Paul Christensen, Vice President of Rental Operations

Mr. Christensen has over 30 years of experience managing both
corporate, franchise and independent operations primarily in the Western United
States. He has served in a number of capacities including Zone and Regional Vice
President and Chief Operating Officer. He has spearheaded numerous acquisitions
of rental car businesses as the firms with whom he was employed executed
consolidation strategies. Mr. Christensen has also owned and operated a
structural steel fabrication and erection business, which he subsequently sold.

Most recently, he managed the day-to-day operations including
fleet management for EV Rental Cars. He spent 13 years with the Hertz
Corporation between 1971 and 1984 managing various locations including Dallas,
New

28

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Orleans, and Los Angeles Airport ultimately becoming
responsible for all Southern California Pool operations at Hertz. As the Bay
Area Manager for Budget he oversaw Western Corporate Operations. During this
period he assisted in the successful acquisition of Reno, Monterey, Sacramento,
Fresno and a number of local market locations.

As COO for Budget of Southern California Mr. Christensen
controlled Budget's largest franchise operation for a six-year period. After the
successful sale of this franchise he owned and operated the steel business in
the San Francisco Bay Area. From 1997 to 1999, as Western Regional Vice
President for DTAG he again was involved in operations and in the acquisitions
of San Diego, California, Orange County, California, Denver, Colorado, and
Phoenix, Arizona. He reopened the Ontario, California Airport Operation and
tripled the overall California fleet for DTAG during his tenure. Most recently
from 2001 to 2003 he worked with the ANC Rental Corporation as General Manager
for the Southern California Area.

Mr. Christensen's close involvement with the West coupled with
his overall years of operational experience make him a valuable addition to our
team. He is member of the American Car Rental Association, completed the
internal MBA training program with Hertz, and is Zenger Miller Course graduate.
He is also a Vietnam Era Veteran.

Family Relationships

Other than as described below, there are no family
relationships among our directors or executive officers.

Edward W. Withrow, Jr. is the father of Edward W. Withrow III;
Erin E. Davis is the wife of William N. Plamondon III.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not
been involved in any of the following events during the past five years:

1. ****any bankruptcy petition filed by or against any business of which such
person was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time;

2. ****any conviction in a criminal proceeding or being subject to a pending
criminal proceeding (excluding traffic violations and other minor offences);

3.****
being subject to any order, judgment, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his involvement
in any type of business, securities or banking activities; or

4. ****being found by a court of competent jurisdiction (in a civil action),
the Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgment has not been
reversed, suspended, or vacated.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires
our executive officers and directors and persons who own more than 10% of our
common stock to file with the Securities and Exchange Commission initial
statements of beneficial ownership, reports of changes in ownership and annual
reports concerning their ownership of our common stock and other equity
securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and
greater than 10% shareholders are required by the SEC regulations to furnish us
with copies of all Section 16(a) reports that they file.

29

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Based solely on our review of the copies of such forms received
by us, or written representations from certain reporting persons, we believe
that during fiscal year ended December 31, 2009, all filing requirements
applicable to our officers, directors and greater than 10% percent beneficial
owners were complied with.

Audit Committee and Audit Committee Financial Expert

Currently our audit committee consists of Shelly J. Meyers,
John L. Ogden and Edward W. Withrow Jr. Effective August 27, 2009, Shelly Meyers
was appointed chair of the audit committee.We currently do not have
nominating, compensation committees or committees performing similar functions.
There has not been any defined policy or procedure requirements for shareholders
to submit recommendations or nomination for directors.

Our board of directors has determined that Shelly Meyers
qualifies as an "audit committee financial expert" as defined in Item
407(d)(5)(ii) of Regulation S-K, and is "independent" as the term is used in
Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as
amended.

During fiscal 2009 aside from quarterly review teleconferences,
  there were no meetings held by this committee. The business of the audit committee
  was conducted though these teleconferences and by resolutions consented to in
  writing by all the members and filed with the minutes of the proceedings of
  the audit committee. Audit Committee meetings were held in conjunction with
  Board of Directors meetings.

Item
11.           Executive
Compensation

The particulars of the compensation paid to the following
persons:

- our principal executive officer;
- each of our two most highly compensated executive officers who were serving
  as executive officers at the end of the years ended December 31, 2009 and
  2008; and
- up to two additional individuals for whom disclosure would have been
  provided under (b) but for the fact that the individual was not serving as our
  executive officer at the end of the years ended December 31, 2009 and 2008,

who we will collectively refer to as the named executive
officers of our company, are set out in the following summary compensation
table, except that no disclosure is provided for any named executive officer,
other than our principal executive officers, whose total compensation did not
exceed $100,000 for the respective fiscal year:

SUMMARY
        COMPENSATION TABLEName and
        Principal Position
      Year
      Salary
        ($)
      Bonus
        ($)
      Stock
        Awards ($)
      Option
        Awards ($)
      Non-Equity
        Incentive Plan Compensation ($)
      Change in Pension
        Value and Nonqualified Deferred Compensation Earnings ($)
      All Other Compensation ($)
      Total
        ($)William N. 
        Plamondon III President, CEO, and Director(1)
      2009 
        2008
      315,000 
        N/A
      None 
        N/A
      None 
        N/A
      None 
        N/A
      None 
        N/A
      None 
        N/A
      None 
        N/A
      315,000 
        N/AJohn L. Ogden Former President, Chairman
        and Director(2)
      2009 
        2008
      N/A 
        N/A
      N/A 
        N/A
      N/A 
        N/A
      N/A 
        N/A
      N/A 
        N/A
      N/A 
        N/A
      2,500 
        N/A
      2,500 
        N/A


30

---

SUMMARY COMPENSATION TABLEName and
        Principal Position
      Year
      Salary
        ($)
      Bonus
        ($)
      Stock
        Awards ($)
      Option
        Awards ($)
      Non-Equity
        Incentive Plan Compensation ($)
      Change in Pension
        Value and Nonqualified Deferred Compensation Earnings ($)
      All Other Compensation ($)
      Total
        ($)Edward W. 
        Withrow III, Chairman of the Board and Director(3)
      2009
      165,000
      None
      None
      None
      None
      None
      None
      165,000J. David LaPrade Former President and
        Director(4)
      2008
      N/A
      N/A
      N/A
      N/A
      N/A
      N/A
      N/A
      N/AKamonchai 
        Kesonpat Former Chief Operating Officer(5)
      2008
      N/A
      N/A
      N/A
      N/A
      N/A
      N/A
      N/A
      N/ATerry Desjardins Former President, Treasurer,
        Secretary, Chief Financial Officer and
        Director(6)
      2008
      N/A
      N/A
      N/A
      N/A
      N/A
      N/A
      N/A
      N/A


|(1) | William N. Plamondon III became our president, chief
      executive officer and director on July 2, 2009.                                                                                                                                                                                          
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | John L. Ogden was appointed president and as a director
      of our company on March 3, 2008 and was appointed Chairman upon his
      resignation as president on June 20, 2008. On July 2, 2009, Mr. Ogden
      resigned as chairman and president.                                             
|(3) | Edward W. Withrow III is the Founder and Chairman of the
      Board for Ecologic Transportation, Inc.                                                                                                                                                                                              
|(4) | J. David LaPrade was appointed as president and as a
      director of our company on June 20, 2008. Mr. LaPrade resigned as
      president and director on November 10, 2008.                                                                                                                     
|(5) | Kamonchai Kesonpat was appointed as chief operating
      officer of our company on July 1, 2008. Mr. Kesonpat resigned as chief
      operating officer on November 10, 2008.                                                                                                                      
|(6) | Terry Desjardins was appointed president, treasurer,
      secretary, chief executive officer and as a director on September 30,
      2005. Mr. Desjardins resigned as president on March 3, 2008 and as a
      director, secretary, chief financial officer and treasurer on June 26,
      2008.

Stock Options/SAR Grants

During the year ended December 31, 2009, we did not grant any
stock options to any directors or officers.

Aggregated Option Exercised in Last Fiscal Year and Fiscal
Year-End Values

There were no options exercised during our fiscal year ended
December 31, 2009 or December 31, 2008 by any officer or director of our
company.

Outstanding Equity Awards at Fiscal Year End

There were no equity awards outstanding at December 31, 2009:

31

---

Compensation of Directors

We reimburse our directors for expenses incurred in connection
with attending board meetings. We have not paid any director's fees or other
cash compensation for services rendered as a director since our inception to
December 31, 2009.

We have no formal plan for compensating our directors for their
service in their capacity as directors, although such directors are expected in
the future to receive stock options to purchase common shares as awarded by our
board of directors or (as to future stock options) a compensation committee
which may be established. Directors are entitled to reimbursement for reasonable
travel and other out-of-pocket expenses incurred in connection with attendance
at meetings of our board of directors. Our board of directors may award special
remuneration to any director undertaking any special services on our behalf
other than services ordinarily required of a director. No director received
and/or accrued any compensation for their services as a director, including
committee participation and/or special assignments.

Employment Contracts and Termination of Employment and
Change in Control Arrangements

We have not entered into any employment agreement or consulting
agreement with our directors and executive officers except for the Employment
agreement dated January 30, 2009 between our company and Mr. Plamondon
(incorporated by reference from our Current Report on Form 8-K filed on July 9,
2009).

There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers. Our
directors and executive officers may receive stock options at the discretion of
our board of directors in the future. We do not have any material bonus or
profit sharing plans pursuant to which cash or non-cash compensation is or may
be paid to our directors or executive officers, except that stock options may be
granted at the discretion of our board of directors.

We have no plans or arrangements with respect to remuneration
received or that may be received by our executive officers to compensate such
officers in the event of termination of employment (as a result of resignation,
retirement, change of control) or a change of responsibilities following a
change of control, where the value of such compensation exceeds $60,000 per
executive officer.

Item
12.           Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters

The following table sets forth, as of March 25, 2010, certain
information with respect to the beneficial ownership of our common stock by each
stockholder known by us to be the beneficial owner of more than 5% of our common
stock and by each of our current directors and executive officers. Each person
has sole voting and investment power with respect to the shares of common stock,
except as otherwise indicated. Beneficial ownership consists of a direct
interest in the shares of common stock, except as otherwise indicated.

Name and Address of
      Beneficial Owner
    Amount and Nature
      of Beneficial Ownership
    Percentage of
      Shares of Common Stock(1)William N. Plamondon III 4240 Galt Ocean Drive Ste. 404
      Fort Lauderdale, FL 33308
    4,059,750
    17.9%


32

---

Name and Address of Beneficial
      Owner
      Amount and Nature of
      Beneficial Ownership
      Percentage of
      Shares of Common Stock(1)John L. Ogden 675 Bering Drive Suite 675 Houston,
      TX 77057
    210,834
    *Edward W. Withrow III 1327 Ocean Ave. Suite B Santa
      Monica, CA 90401
    3,713,741
    16.4%Edward W. Withrow Jr. 133 Cumberland Way Alameda,
      CA 94502
    50,000
    *Shelly J. Meyers 860 Via de la Paz Suite E-3°
      Pacific Palisades, CA 90272
    500,000
    2.2%Erin E. Davis 4240 Galt Ocean Drive Ste. 404 Fort
      Lauderdale, FL 33308
    1,000,000
    4.4%Directors and Officers as a Group (6 individuals)
    9,534,325
    42%


* represents an amount less than
one percent

(1) Based on 22,662,824
shares outstanding as of March 25, 2010.

Changes in Control

We are unaware of any contract or other arrangement or
provisions of our Articles or Bylaws the operation of which may at a subsequent
date result in a change of control of our company. There are not any provisions
in our Articles or Bylaws, the operation of which would delay, defer, or prevent
a change in control of our company.

Item
13.           Certain
Relationships and Related Transactions, and Director Independence

Except as disclosed herein, there have been no transactions or
proposed transactions in which the amount involved exceeds the lesser of
$120,000 or one percent of the average of our total assets at year-end for the
last three completed fiscal years in which any of our directors, executive
officers or beneficial holders of more than 5% of the outstanding shares of our
common stock, or any of their respective relatives, spouses, associates or
affiliates, has had or will have any direct or material indirect interest.

Director Independence

We currently act with six directors, consisting of William N.
Plamondon III, John L. Ogden, Edward W. Withrow III, Edward W. Withrow Jr.,
Shelly J. Meyers and Bernhard F.J. Steiner. We have determined that Shelly J.
Meyers and Bernhard F.J. Steiner are independent directors as defined in
NASDAQ Marketplace Rule 4200(a)(15

33

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Item
14.           Principal
Accountants Fees and Services

The aggregate fees billed or to be billed for the most recently
completed fiscal year ended December 31, 2009 and for fiscal year ended December
31, 2008 for professional services rendered by the principal accountant for the
audit of our annual financial statements and review of the financial statements
included in our quarterly reports on Form 10-Q and services that are normally
provided by the accountant in connection with statutory and regulatory filings
or engagements for these fiscal periods were as follows:

Year EndedDecember 31, 2009 $
      December 31, 2008 $Audit Fees
      18,370
      5,000Audit Related Fees
      6,500
      3,500Tax Fees
      5,000
      4,850All Other Fees
      Nil
      NilTotal
      29,870
      13,350


Our board of directors pre-approves all services provided by
our independent auditors. All of the above services and fees were reviewed and
approved by the board of directors either before or after the respective
services were rendered.

Our board of directors has considered the nature and amount of
fees billed by our independent auditors and believes that the provision of
services for activities unrelated to the audit is compatible with maintaining
our independent auditors independence.

PART IV

Item
15.           Exhibits,
Financial Statement Schedules

Exhibits required by Item 601 of Regulation S-B

|Exhibit | Description                                                                                                                                                                                                                                
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                            
|(3)     | Articles of Incorporation and Bylaws                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                            
|3.1     | Articles of Incorporation (incorporated by reference to
      our registration statement on form SB-2 filed on November 30, 2006).                                                                                                         
|        |                                                                                                                                                                                                                                            
|3.2     | Bylaws (incorporated by reference to our registration
      statement on form SB-2 filed on November 30, 2006).                                                                                                                            
|        |                                                                                                                                                                                                                                            
|3.3     | Certificate of Change filed with the Secretary of State
      of Nevada on April 2, 2008 (incorporated by reference from our Current
      Report on Form 8-K filed on April 21, 2008).                                                    
|        |                                                                                                                                                                                                                                            
|3.4     | Articles of Merger (incorporated by reference from our
      Current Report on Form 8-K filed on June 26, 2008).                                                                                                                           
|        |                                                                                                                                                                                                                                            
|3.5     | Certificate of Change filed with the Secretary of State
      of Nevada on August 29, 2008 with respect to the reverse stock split
      (incorporated by reference from our Current Report on Form 8-K filed on
      September 17, 2008).
|        |                                                                                                                                                                                                                                            
|3.6     | Articles of Merger (incorporated by reference from our
      Current Report on Form 8-K filed on June 11, 2009).                                                                                                                           

34

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|Exhibit | Description                                                                                                                                                                                                                                                                                                                   
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                                                                                                                                                               
|        |                                                                                                                                                                                                                                                                                                                               
|3.7     | Certificate
        of Change filed with the Secretary of State of Nevada on May 15, 2009
        with respect to the reverse stock split (incorporated by reference from
        our Current Report on Form 8-K filed on June 11, 2009).                                                                                     
|        |                                                                                                                                                                                                                                                                                                                               
|3.8     | Articles of
        Merger filed with the Secretary of State of Nevada on June 2, 2009 with
        respect to the merger between our wholly owned subsidiary, Ecological
        Acquisition Corp. and Ecologic Sciences, Inc. (incorporated by reference
        from our Current Report on Form 8-K filed on July 9, 2009).
|        |                                                                                                                                                                                                                                                                                                                               
|(10)    | Material
        Contracts                                                                                                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                               
|10.1    | Agreement and
        Plan of Merger dated April 26, 2009 (incorporated by reference from our
        Current Report on Form 8-K filed on April 30, 2009).                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                               
|10.2    | Employment agreement
        dated January 30, 2009 between our company and Mr. Plamondon (incorporated
        by reference from our Current Report on Form 8-K filed on July 9, 2009).                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                                                               
|10.3    | Agreement dated
        April 28, 2009 between our company and Audio Eye, Inc. (incorporated by
        reference from our Current Report on Form 8-K filed on July 9, 2009).                                                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                                               
|10.4    | Agreement dated
        May 15, 2009 between our company and Audio Eye, Inc. (incorporated by
        reference from our Current Report on Form 8-K filed on July 9, 2009).                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                               
|10.5    | Employment agreement
        dated June 29, 2009 between our company and Mr. Keppler. (incorporated
        by reference from our Current Report on Form 8-K filed on July 9, 2009).                                                                                                                                          
|        |                                                                                                                                                                                                                                                                                                                               
|10.6    | Memorandum of
        Understanding dated May 12, 2009 between our company and Green Solutions
        & Technologies, LLC (incorporated by reference from our Current Report
        on Form 8-K filed on July 9, 2009).                                                                                                     
|        |                                                                                                                                                                                                                                                                                                                               
|10.7    | Form of debt
        settlement subscription agreement dated July 1, 2009 between our company
        and John L. Ogden (incorporated by reference from our Current Report on
        Form 8-K filed on July 9, 2009).                                                                                                        
|        |                                                                                                                                                                                                                                                                                                                               
|10.8    | Service Agreement
        dated September 24, 2009 between Ecologic Products, Inc. and Park N
        Fly Inc. (incorporated by reference from our Current Report on Form 8-K
        filed on September 29, 2009).                                                                                                          
|        |                                                                                                                                                                                                                                                                                                                               
|10.9*   | Agreement
        dated September 29, 2009 between Ecologic Transportation, Inc. and North
        Sea Securities LP.                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                               
|10.10*  | Consulting
        Agreement with Matrix Advisors, LLC dated October 1, 2009                                                                                                                                                                                                                                                  
|        |                                                                                                                                                                                                                                                                                                                               
|10.11*  | Consulting
        Agreement with Huntington Chase for Advisory Services dated October 12,
        2009.                                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                                                               
|(21)    | Subsidiaries
        of the Registrant                                                                                                                                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                                                                                               
|21.1    | Ecological Products,
        Inc.                                                                                                                                                                                                                                                                                             
|        | Ecologic Car Rentals, Inc.                                                                                                                                                                                                                                                                                                    
|        | Ecologic Systems,
        Inc.                                                                                                                                                                                                                                                                                                
|        |                                                                                                                                                                                                                                                                                                                               
|(31)    | Section 302
        Certifications                                                                                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                               
|31.1*   | Section
        302 Certification of William N. Plamondon III                                                                                                                                                                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                                               
|(32)    | Section 906
        Certifications                                                                                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                               
|32.1*   | Section
        906 Certification of William N. Plamondon III                                                                                                                                                                                                                                                                 

*Filed herewith.

35

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

|                      | ECOLOGIC TRANSPORTATION, INC.                                      
|--------------------- | -------------------------------------------------------------------
|                      |                                                                    
|                      |                                                                    
|                      |                                                                    
|                      |                                                                    
|Dated: April 13, 2010 | /s/
      William N. Plamondon III                                 
|                      | William N. Plamondon III                                           
|                      | President, Chief Executive Officer, and
      Director             
|                      | (Principal Executive Officer, Principal
      Financial Officer and
|                      | Principal Accounting Officer)                                      



In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.



|Dated: April 13, 2010 | /s/
      William N. Plamondon III                                 
|--------------------- | -------------------------------------------------------------------
|                      | William N. Plamondon III                                           
|                      | President, Chief Executive Officer, and
      Director             
|                      | (Principal Executive Officer, Principal
      Financial Officer and
|                      | Principal Accounting Officer)                                      
|                      |                                                                    
|                      |                                                                    
|Dated: April 13, 2010 | /s/
      John Ogden                                               
|                      | John L. Ogden                                                      
|                      | Director                                                           
|                      |                                                                    
|                      |                                                                    
|Dated: April 13, 2010 | /s/
      Edward W. Withrow III                                    
|                      | Edward W. Withrow III                                              
|                      | Director                                                           
|                      |                                                                    
|                      |                                                                    
|Dated: April 13, 2010 | /s/
      Edward W. Withrow Jr.                                    
|                      | Edward W. Withrow Jr.                                              
|                      | Director                                                           
|                      |                                                                    
|                      |                                                                    
|Dated: April 13, 2010 | /s/
      Shelly J. Meyers                                         
|                      | Shelly J. Meyers                                                   
|                      | Director                                                           

36

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