UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-K/A


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

                   For the fiscal year ended December 31, 2011

                        Commission File Number 333-138989


                            ecoTECH Energy Group Inc.
             (Exact name of registrant as specified in its charter)

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                     Nevada                                         98-0479847
-------------------------------------------------  ---------------------------------------------
<S>                                                <C>

State or other jurisdiction of incorporation or        (I.R.S. Employer Identification No.)
                  organization
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             800 Fifth Avenue, Suite 4100, Seattle, Washington 98104

               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (206) 259-7867

        Securities registered pursuant to Section 12(b) of the Act: None.

        Securities registered pursuant to Section 12(g) of the Act: None.

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

Indicate  by  check  mark if the  Registrant  is not  required  to file  reports
pursuant to Rule 13 or Section 15(d) of the Exchange Act. Yes [ ]       No [x]

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

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

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.

Larger accelerated filer [ ]                              Accelerated filer  [ ]
Non-accelerated filer [ ]                         Smaller reporting company  [x]

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

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant  at March 30, 2012 was  approximately  $  48,504,861.  The  aggregate
market value was  computed by using the closing  price of the common stock as of
that date on the  Over-the-Counter  Bulletin Board  ("OTCBB") and the issued and
outstanding  and to be issued  common  shares as noted below.  (For  purposes of
calculating  this amount  only,  all  directors  and  executive  officers of the
registrant have been treated as affiliates.)

As of March 30, 2012, the registrant had 195,490,599 shares of its common shares
issued and outstanding. In addition, there are 7,944,041 common shares that have
been  approved  to be issued by the  Board of  Directors,  but have not yet been
issued.

Documents incorporated by reference:  None



                                       1
<PAGE>



                                EXPLANATORY NOTE


ecoTECH  Energty  Group,  Inc.  (the "Company")  is filing this Amendment to its
Annual Report on Form 10-K for the year ended December 31,  2011, filed with the
Securities and Exchange commission on April  17, 2012,  for the sole  purpose of
amending the disclosures in Part IV, Item 15 Exhibits of this filing.

This amendment  does not  reflect  events occurring  after  the original filing,
except as noted above.  Except for the  foregoing amended information, this Form
10-K/A continues to speak as of the date of the original filing, and the Company
has not otherwise  updated disclosures  contained therein  or herein  to reflect
events that occurred at a later date.




<PAGE>

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                                TABLE OF CONTENTS


<S>                                                                                                     <C>

PART I
ITEM 1A.    Risk Factors                                                                                 8
ITEM 1B.    Unresolved Staff Comments                                                                   12
ITEM 2.     Properties                                                                                  12
ITEM 3.     Legal Proceedings                                                                           12
ITEM 4.     Mine Safety Disclosures                                                                     12
PART II
ITEM 5.     Market For Registrant's Common Equity, Related Stockholder Matters                          13
ITEM 6.     Selected Financial Data                                                                     14
ITEM 7.     Management's Discussion And Analysis Of Financial Condition And Results Of Operation        14
ITEM 7A     Quantitative And Qualitative Disclosures About Market Risk                                  16
ITEM 8.     Financial Statements                                                                        17
ITEM 9.     Changes In And Disagreements With Accountants On Accounting And Financial Disclosure        44
ITEM 9A.    Controls And Procedures                                                                     44
ITEM 9B.    Other Information                                                                           45
PART III
ITEM 10.    Directors, Executive Officers And Corporate Governance                                      45
ITEM 11.    Executive Compensation                                                                      47
ITEM 12.    Security Ownership of Certain Beneficial Owners and Management                              49
ITEM 13.    Certain Relationships And Related Transactions, And Director Independence                   49
ITEM 14.    Principal Accounting Fees And Services                                                      49
PART IV
ITEM 15.    Exhibits, Financial Statements Schedules                                                    50
SIGNATURES                                                                                              51
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                                       2
<PAGE>



ITEM 1. DESCRIPTION OF BUSINESS

ecoTECH  Energy Group Inc.,  including all its  subsidiaries,  are  collectively
referred to herein as "ecoTECH," "the Company," "us," or "we."

As applicable for clarity,  ecoTECH Energy Group Inc is specifically  defined as
ecoTECH Inc and ecoTECH Energy Group  (Canada)  Inc.is  specifically  defined as
ecoTECH (Canada).

CORPORATE OVERVIEW

This company was  initially  incorporated  under the name Sea 2 Sky  Corporation
("Sea2Sky"), under the laws of the State of Nevada on November 16, 2005. Sea2Sky
was initially  established  to provide  travel  related  services to tourists in
Canada and other countries.  Due to an economic downturn,  Sea2Sky abandoned its
travel service business in the first half of fiscal 2009.  Accordingly,  results
from its  operations  related  to the travel  business  were  reclassified  from
current operations to that of discontinued operations.  Effective March 1, 2009,
the  business  of  Sea2Sky  was  transitioned  to focus to that of a  world-wide
renewable  energy  provider.  Prior to the  acquisition  of ecoTECH Energy Group
(Canada) Inc. ("ecoTECH  (Canada)") as noted below, Sea2Sky became a development
stage company that intended to obtain sources of biomass supply and convert them
into green or alternative energy products.

On November 12, 2010,  Sea2Sky completed the acquisition (the  "Acquisition") of
all of the issued and  outstanding  shares of ecoTECH  (Canada),  pursuant  to a
Business Combination  Agreement (the "Agreement") by and among Sea2Sky,  7697112
Canada Corp. and ecoTECH (Canada) pursuant to which ecoTECH (Canada) amalgamated
with and into 7697112 Canada Corp. ("Subco"), our wholly owned subsidiary.

Under the terms of the  Agreement,  at  closing,  each  Class A common  share of
ecoTECH  (Canada)  was  exchanged  for one new share of  Sea2Sky  common  stock,
requiring the issuance of 110,606,239  shares of Sea2Sky  common stock.  ecoTECH
(Canada)  was then  combined  with Subco,  resulting  in our 100%  ownership  of
ecoTECH (Canada).

On  December  10,  2010,  a   certificate   of  amendment  to  our  articles  of
incorporation  was filed with the Nevada  Secretary  of State to: (i) change the
name of Sea2Sky  Inc to "ecoTECH  Energy  Group Inc  ("ecoTech  Inc")." and (ii)
increase the  authorized  common stock from  225,000,000  shares to  675,000,000
shares. This amendment was unanimously approved by the Board of Directors and by
a majority of our stockholders by written consent.

On December 16, 2010,  FINRA/OTC Corporate Actions provided notice that the name
change  would take effect at the opening of business on December 20, 2010 with a
new trading  symbol of "ECTH." At that time the Company  changed its fiscal year
end from October 31st to December 31st.

Depending  on the country in which our future  operations  will be  located,  we
intend to conduct business through either ecoTECH Inc.,  ecoTECH (Canada) and/or
other subsidiaries or joint ventures as appropriate.

ecoTECH  Inc's  office  is  located  800  Fifth  Avenue,  Suite  4100,  Seattle,
Washington 98104, telephone (206) 259-7867.

ecoTECH  (Canada)'s  office is  located  at 29020  Fraser  Highway,  Abbotsford,
British Columbia,V4X 1G4, telephone 604 288 8263.

Our website is  www.ecotechenergygroup.com.  , which is not incorporated in, and
is not part of this report


OUR BUSINESS

Overview

ecoTech  is  a  development-stage   renewable  energy  company  which  plans  to
manufacture,  construct and/or operate  bio-mass-fuelled power stations that not
only provide  electrical  power from bio-mass  and/or waste but that can also be
augmented  with various  operational  facilities  that utilize waste energy from
these power plants.

                                       3
<PAGE>

During the past 30 years,  ecoTECH has  developed  and  refined its  proprietary
ecoPHASER  thermal  gasification  technology.   The  ecoPHASER  enables  various
configurations  of  clean-burning  of  bio-mass  and /or that  provides  optimal
revenue   performance,   correct   volumetric  fuel  flow  systems  and  minimum
environmental impact.

In addition,  ecoTECH has developed the expertise  and/or acquired the licensing
rights  for  combined  heat  and  power  technologies  including:  Torrefaction,
Aqua-culture,  Hydroponics,  Aquaponics, Cold Storage Heat exchange technologies
and other environmental related processes.

The use of these  various  components  can be combined to produce  renewable and
sustainable "green" energy facilities and completely organic products.

Industry Overview

Renewable Energy Industry

According  to US  Energy  Information  Services,  the  worldwide  growth  in the
renewable  energy industry is projected to exceed $250 billion by the year 2017.
In 2007, the biofuels market reached $25 billion globally, 40% of which occurred
in the United  States.  Accordingly,  we  believe  there is  approximately  $200
billion of market opportunity in the next few years.

In the United  States,  it is projected  that 250  gigawatts  of new  generating
capacity  will be  required  by 2035;  of this  capacity,  approximately  40% is
estimated to be provided by non-hydro electric renewable energy sources.

The US Energy  Information  Services  also  states  that  power  generated  from
biomass,  which we believe is the most non-hydro  renewable energy source in the
world, is expected to grow from  approximately 1% in 2008 to approximately 6% by
2035.

The U.S. Energy  Information  Administration  ("EIA") projects that by 2035, the
role of fossil fuel in providing energy will decrease by approximately  80%, and
renewable energy sources are expected to provide approximately 15%

Our Business Plan

Using our ecoPHASER  thermal  gasification  technology,  we plan to manufacture,
construct  and /or  operate  bio-mass-fuelled  combined  heat and power  ("CHP")
stations  that not only  provide  electrical  power from  bio-mass  and/or waste
burning  facilities,  which are combined with waste heat  utilization from these
power plants.

The ecoTECH team has developed  and refined the  proprietary  ecoPHASER  thermal
gasification technology which enables very clean-burning of bio-mass and wastes.

EcoTECH's  combined heat and power (CHP) technology  produces:  (i) electricity,
which can be channeled  to  utilities  and  end-users  via the local  electrical
distribution system and (ii) heat which can be used to fuel a variety of "Green"
operating facilities.

We  are  currently  attempting  to  develop  plans  for  several   strategically
positioned  CHP power  stations  in order to: (i) reduce the  reliance on fossil
fuels by providing a sustainable and  environmentally  friendly source of energy
and fuel products manufactured from local biomass feedstocks; (ii) meet specific
local  needs  for  decentralized  power,  while  reducing  the  cost of  biomass
transportation; (iii) assist communities meet federal and state renewable energy
and reduced  emissions  mandates;  and,  (iv) provide  local jobs and  community
development for the project communities.

Our Advantages:

Proprietary Technology:

Our ecoPHASER thermal gasification technology enables us to design and construct
clean-burning  waste-to-energy  cogeneration  Power Stations which would provide
optimal revenue  performance,  correct  volumetric fuel flow systems and minimum
environmental impact. Our power stations can combine technologies to effectively
process and convert biomass and other feedstocks, under environmentally friendly
conditions,  into electricity.  Our proprietary design uses multiple fuel stocks
and produces  higher  mass-to-energy  with greatly  reduced  harmful  emissions.
Additionally,  we have  acquired the  licensing  rights to adjunct  technologies
(Aquaponic, hydroponic harvesting, cold storage, etc.) which, can be efficiently
combined  with the  power  stations  to  provide  cost-effective  solutions  for
economic development and job creation in the respective community.

Prototype Equipment:

Our  technology  has been  developed  and honed via  initial  prototypes  by the
ecoTECH team through  private  funding  prior to formation of ecoTECH,  and have
been tested in laboratory tests.  Commercial scale manufacturing  equipment will
be constructed upon obtaining additional capital funding through debt and equity
financing.


                                       4
<PAGE>

Bio-Mass Resources

We have already  established  agreements  for sources of woody biomass with land
owners;  tree farm  license  ("TFL")  holders;  First  Nations  bands in British
Columbia and Alberta,  Canada; and Native Americans in Montana,  U.S. Currently,
contracts  and/or  letters  of intent  have been  secured  from two other  North
American  sources  which  account  for  multiple-year  fiber  supply,  in total,
approximately 1.5 million tons of biomass feedstock per year.

Organizational structure

Depending  on the country in which our future  operations  will be  located,  we
intend to conduct our  business  through  both ecoTECH Inc. and our wholly owned
subsidiary, ecoTECH (Canada).

Because our developing projects are quite site specific,  it is likely that each
project will be  structured  as a separate  subsidiary or joint venture with the
equity investor(s) for each project.

CHP Bio-Energy Production
-------------------------

The CHP Bio-Energy Production uses  biomass-to-energy  technology to produce and
provide  renewable,  clean  power  directly  to the  regional  electrical  power
distribution  system,   utility  companies,   power  brokers,  large  industrial
manufacturers and other end users.

Our CHP produces heat and power by converting  sustainable (closed or open loop)
bio-mass or similar  biomass  through a thermal  gasification  process into heat
(producing  virtually  zero harmful  emissions),  which is then  converted  into
electricity.

We have  proprietary  thermal  power  generation  technology  utilizing  several
patented  components  making it arguably the cleanest and most efficient thermal
technology available in the market place today

During the electricity  generation  process, a heat by-product is produced which
would normally be classified as "waste heat";  however,  we endeavour to utilize
all available  energy from these highly  efficient  units,  so the energy in the
by-produced  heat is  captured  and  circulated  in an ecoTECH  Thermax(R)  site
heating  high-flow hot oil systems.  The oil is transferred in underground pipes
at a high  temperature,  which can be  operated  safely due to the high  boiling
point of the special oil and therefore no risk of rupture in the system.

This heat can then be used in a  co-generation  facility  such as an  aquaponics
greenhouse, or to provide airless roasting chamber in a torrefaction facility.

ecoPHASER System

Our Power Station  includes an "ecoPHASER",  which is a Sublimation  Reactor and
Sonic  Standing  Wave Pulsed  Burner  fuelled by such  feedstocks  as:  forestry
residues, coal, lignite,  leonardite,  peat, chipped tires, straw, wood waste, ,
croppings,  coke, bark,  sawdust,  paper,  natural gas,  landfill gas,  bagasse,
pre-sorted garbage,  manure, dried sewage and municipal solid waste. Any and all
of the  aforementioned  are  viable  and cost  effective  fuel  feedstocks.  The
efficiency of the ecoPHASER allows traditional fuels such as coal or natural gas
to be efficiently  processed into  electricity,  producing  emissions well below
current regulatory requirements. The ecoPHASER produces a near-zero Nox exhaust,
comprising mainly of Nitrogen and CO2.

CHP Bio-Energy Power Stations:
-----------------------------

A CHP Bio-Energy Power Station is described as a Waste-to-Energy (W2E), Combined
Heat  and  Power  energy  generating  facility.  It  produces  both the heat and
electricity in varying  combinations,  which can be tailored to produce  desired
amounts  of  either.  The main  structure  houses a  variable  number of modules
operating  in a  parallel  array,  each  delivering  12  megawatts  per  hour of
electrical  power  and  approximately  5  megawatts  (15  Mbtu) of  process  and
sacrificial heat.

Each module consists of a traditional  two-stage  gasifier/burner which utilizes
proven  proprietary  gasification  technology  and "off the shelf"  boilers  and
turbines.  The  modules are built in 12  megawatts  per hour for  simplicity  in
expansion and redundancy.  This compact and scalable design provides flexibility
for various sized projects.


                                       5
<PAGE>


Aquaponics:
----------

Aquaponics is the combination of fresh fish farming  (aqua-culture)  and a green
house vegetables facility (hydroponics) using 100% organic processes.

ecoTECH has acquired  licensing  rights for  Aqua-culture  and Hydroponics  from
HydroNov Inc., of Montreal, Canada, and for Aquaponics from Crop Diversification
Centre,  Ministry  of  Agriculture  and Rural  Development,  of the  Province of
Alberta, Canada along with other proprietary environmental related processes.

To supplement the CHP power  stations,  we intend to develop,  construct  and/or
operate combined Aquaponics facilities utilizing avant-garde greenhouses, indoor
food fish propagation facilities, and cold store operations that further utilize
the by-produced  heat and carbon dioxide from the CHP stations.  It is important
to note that combined with sustainable  production facilities as noted above the
full cycle operation is carbon  negative,  resulting in an overall  reduction of
green house gases.

These Aquaponics  facilities will create profitable activities which provide new
regional  socio-economic benefits by creating jobs, production of organic foods,
heat-exchange  cold storage and other products  which are essential  elements of
our 21st  century  sustainable  way of life.  The  demand for the  products  and
services we offer is growing with international  environmental awareness and the
knowledge of the importance of sustainability  across the world. We believe that
our comprehensive approach is unique in the energy sector.

Aquaponics is a sustainable  food production  system that combines a traditional
aquaculture  (raising aquatic animals such as fish, crayfish or prawns in tanks)
with hydroponics  (cultivating plants in water) in a symbiotic  environment.  In
the aquaculture,  effluents accumulate in the water, increasing toxicity for the
fish. This water is led to a hydroponic  system where the  by-products  from the
aquaculture are filtered out by the plants as vital  nutrients,  after which the
cleansed water is recirculated back to the aquatic animals.

The term  aquaponics is a portmanteau of the terms  aquaculture  and hydroponic.
Aquaponics  is based on the  symbolic  relationships  found in nature and can be
described as the combination of aquaculture and hydroponics.  Fish effluent from
traditional  aquaculture  systems is used to  fertilize  plants in a  hydroponic
system.

When the two  practices are combined  they work in a symbiotic  relationship  to
create a natural  growing  system.  The  benefits of keeping  fish in an indoor,
pollution and parasite  free  aquaponic  system  include  maximum  efficiency of
water.  University trials showed that growing plants in an aquaponic system used
90% less  water  than  soil  grown  crops,  as the only  water  lost is  through
evaporation and transpiration.

Our facilities  will use  recirculating  aquaculture  systems which utilize oval
tanks,  each with a perimeter  deepwater raceway that emulates a flowing stream.
The water  temperature,  salinity,  flow rate and  dissolved  oxygen  levels are
modulated to be optimal for each  cultured  species.  Species  specific  organic
diets,  area and tank lighting are optimized to give high "healthy" growth rates
with no carried fats, whilst the induced water current promotes healthy exercise
and flesh tone, as in nature. The central "island" houses the pumps,  filtration
and oxygenation  equipment that maintain the water steam in ideal  conditions of
"living energy".

Instead of discharging water,  aquaponics  recycles the water in a recirculating
system.  Water is pumped from the fish tank through grow beds where the water is
cleaned by the  plants  and media  before  being  returned  to the fish tank and
providing  the  fish  with  freshly  oxygenated  clean  water.  Other  forms  of
Horticulture rely on the addition of costly chemical nutrients that use valuable
time,  energy  and  money.  By  combining  the  processes  we  can  easily  grow
vegetables, herbs and fruits simply by feeding the fish. Best of all there is no
need to use chemical fertilizers or pesticides.

We will use only naturally derived nutrients instead of fertilizers and use only
natural  predators  instead of pesticides.  Plant  pollination is carried out by
bees that inhabit the temperature, water and ambient air controlled environment.
In an aquaponic  system the  nutrients  for the plants are supplied by the fish.
They produce  ammonia as they breathe and when they excrete waste,  this ammonia
is converted by beneficial bacteria into nutrients available to the plants.

The solids are broken down and filtered in the root matrix, effectively cleaning
the water before  returning it to the fish tank.  Additional  water cleansing is
provided by zeolitic and activated  carbon  filtration,  oxygen  sparging and UV
treatment units. The good bacteria occur naturally in soil, air and water.  They
colonise the media and a healthy  population  is an essential  ingredient of any
aquaponic system.

We can describe  this simple  process as the "nitrogen  cycle".  By studying and
emulating  nature's  systems,  we are encouraging  natural processes that can be
monitored and recorded for integrated science,  biology,  horticulture,  health,

                                       6
<PAGE>

society  and  the  environment.   Symbiosis,   mutuality  and  effectiveness  of
beneficial  fungi and  bacteria to aid in the  absorption  of  nutrients,  is an
ongoing study to ensure optimum vegetable and fruit growth results.

Torrefied Bio-Fuels
-------------------

Torrefaction is a  scientifically  proven method for improving the properties of
biomass as a fuel.  Torrefaction is the thermo-chemical  treatment of biomass at
200 to 300(degree)C, carried out under atmospheric conditions and in the absence
of oxygen. During the process, the biomass partly decomposes, giving off various
types of volatiles.  The final product is the  remaining  solid,  which is often
referred to as torrefied  biomass,  or torrefied  wood when  produced from woody
biomass.

Torrefaction can potentially be applied to a wide variety of biomass  (softwood,
hardwood,  herbaceous,  wastes)  so that the  range  of  biomass  feedstock  for
torrefied  wood  briquettes  can  be  greatly   increased.   We  plan  to  apply
torrefaction technology to increase the energy output in biomass products and to
provide a coal-like product with significant environmental advantages.

Torrefied biomass has also proven to have hydrophobic  (resistant to or avoiding
wetting)  properties  which are welcome during storage.  From the  pelletization
viewpoint,  the implementation of torrefaction within the pelletization  process
offers theoretical solutions to the problems encountered with the durability and
biological degradation of wood pellets.

Our  torrefied  briquette  plants  will be powered  by  surplus  heat and energy
provided by the CHP Power  Stations.  Green-fuel  is a  wood-based  "clean fuel"
product that has been torrefied and pelletized,  resulting in a highly-condensed
wood fuel product which has roughly equal  calorific  value as standard coal and
can be burned in the exact same manner but with greatly  reduced  carbon dioxide
(CO2) emissions. Biomass in general provides a low cost, low risk route to lower
CO2  emissions.  When  high  volumes  are  needed,  torrefied  biomass  is price
competitive  with coal while  meeting or exceeding  emissions  standards and may
also provide a revenue stream through carbon credit gains.

We anticipate  that  world-wide  markets will further emerge as legislation  and
emission  standards follow demand from governments and constituents  seeking low
carbon dioxide coal replacement  products.  Customers for "green-fuel"  biofuels
make up two potential groups:  direct end-users  including current  coal-fuelled
power companies, and commodities brokers.

As industries transition from coal-fired energy to more earth-friendly  methods,
"green-fuel"  production provides a solution for coal-fired energy manufacturers
to meet  mandated  percentages  of  sustainable  fuels  contents by  established
regulatory  deadlines.  Currently,  most coal-fired power generators  around the
world do not have a readily available "green" fuel, and the cost of converting /
retrofitting  existing combustion systems is often not practicable.  Most of the
coal-fired  power  generators  pulverize coal in ball mills and spray the ground
fuel into the combustion  zones. When wood in briquette or pellet form is ground
in a ball  mill,  it forms  stubbornly  stringy  mats and  fibers  that clog the
system,  making it an unfeasible solution for long-term use. However,  when wood
is roasted ("torrefied"),  it becomes brittle at a certain temperature and takes
on the  attributes of coal,  with the exceptions  that it provides  greater heat
energy by  weight,  is  sustainably  renewable.  We intend to use  surplus  heat
generated by the Power  Stations to provide this  torrefaction  process to woody
biomass,  which is then formed into briquettes to be sold at respectable margins
on long-term fuel supply contracts with coal-fired  power stations.  This allies
our efforts with the existing coal power giants, where helping them gives access
to transmission facilities that would not be afforded a competitor.

Our  torrefaction  process offers  advantages  for parties  requiring low carbon
dioxide replacement products, including

     o    No modifications to firing systems needed;  no capital outlay required
          to burn the fuel

     o    No handling or storage modifications needed; can be stored in the coal
          piles

     o    Will not  deteriorate in inclement  weather.  Hydrophobic;  hygroscopy
          actually less than coal

     o    Even with old burners,  it will produce lower NOx (Nitrogen Oxide) and
          zero SOx (Sulfur Oxide) to lower emissions

     o    Higher  energy  content;  (emissions  reduction  exceed  percentage of
          briquettes added).

     o    Carbon Credits:  each ton of our briquettes that are consumed  reduces
          the CO2 output by 2.5 tons.  Depending on the buyer and the prevailing
          cap & trade spot at the time, this amounts to a rebate of at least $75
          per ton of briquettes used.



                                       7
<PAGE>

Garbage to Concrete
-------------------

Our Garbage to Concrete system utilizes our thermal  gasification  technology to
convert trash into reusable  concrete for industrial  products such as culverts,
pipes  and  barriers  and  is  used  where   infrastructure   is  uneconomic  or
unavailable.  The final product of the combined  systems is  pozzolanic  ash for
high strength; low mass cast concrete products manufacture.

Our  system  can  process  up to 40 tons of waste  per  hour,  depending  on the
residual  municipal solid waste (MSW) content and the energy content of the fuel
used in the sublimation  reactor section.  The system can be combined with large
or small cement mixing systems.

Due to the action of the tumble  kiln,  the ash is  produced  and kept below its
natural fusion temperature,  which will vary according to the kiln feed mixture.
Ash from the  sublimation  reactor is augured to the inlet conveyor of the kiln,
to become part of the ash yield. A separate  exhaust feed pipe is used to convey
carbon dioxide rich flue gas to heat the casting moulds for hardening cement.


Employees

As of December 31, 2011, we employed  eight people,  seven of whom are full time
and one of whom is part time.  We believe that our employee and labor  relations
are good.

Recent Developments

The Company is continuing to work to develop and bring several proposed projects
to  fruition.  Due to  Government  and  financing  delays,  we have no finalized
agreements  and  have  not  been  able to  commence  construction  on any of our
projects at this time.


Where You Can Find More Information

We are required to file annual,  quarterly and current reports, proxy statements
and other information with the Securities and Exchange Commission ("SEC"). These
filings are not deemed to be incorporated by reference into this report.

You may read and copy any documents filed by us at the Public  Reference Room of
the SEC, 100 F Street, NE, Washington, D.C. 20549. You may obtain information on
the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
Our  filings  with the SEC are also  available  to the public  through the SEC's
website at http://www.sec.gov.

ITEM 1A. RISK FACTORS

This annual report  contains  forward-looking  statements that involve risks and
uncertainties.  These statements can be identified by the use of forward-looking
terminology such as "believes,"  "expects,"  "intends,"  "plans," "may," "will,"
"should," or "anticipation" or the negative thereof or other variations  thereon
or comparable  terminology.  Actual results could differ  materially  from those
discussed  in the  forward-looking  statements  as a result of certain  factors,
including  those set forth  below  and  elsewhere  in this  annual  report.  The
following risk factors  should be considered  carefully in addition to the other
information  in this  annual  report,  before  purchasing  any of the  Company's
securities.

Risks Related to our Business and Our Industry:

We have no  operating  history on which to  evaluate  our  potential  for future
success.

We  have  had no  material  operations  to  date.  Consequently,  evaluating  an
investment  in us  and  predicting  our  future  results  based  upon  our  past
performance is not possible, particularly with respect to our ability to develop
our products and services,  to generate and sustain a revenue base sufficient to
cover operating expenses or to achieve profitability.

Based on our  historical  financials,  there is uncertainty as to our ability to
continue as a going concern.

                                       8
<PAGE>

In the event  that we are unable to  achieve  or  sustain  profitability  or are
otherwise unable to secure additional external financing,  we may not be able to
meet our  obligations  as they come due,  raising  substantial  doubts as to our
ability to  continue as a going  concern.  Any such  inability  to continue as a
going concern may result in our security holders losing their entire investment.
Our financial statements,  which have been prepared in accordance with generally
accepted  accounting  principles,  contemplate  that we will continue as a going
concern and do not contain any  adjustments  that might result if we were unable
to continue as a going concern.  Notwithstanding  the  foregoing,  our cash flow
deficiencies  raise substantial  doubt as  to our ability to continue as a going
concern.  Also,  changes in our  operating  plans,  our existing and anticipated
working  capital needs, the acceleration or modification of our expansion plans,
lower than anticipated revenues,  increased expenses, potential acquisitions  or
other events may also affect our ability to continue as a going concern.

We will need additional  financing for which we have no commitments and this may
jeopardize execution of our business plan.

We have limited funds, and such funds are not adequate to carry out the business
plan in the energy  business.  Our ultimate  success depends upon our ability to
raise additional capital. We have not investigated the availability,  source, or
terms that might govern the acquisition of additional capital and will not do so
until we have determined a need for additional financing.  If we need additional
capital,  we have no assurance  that funds will be available from any source or,
if  available,  that  they can be  obtained  on terms  acceptable  to us. If not
available, our operations will be limited to those that can be financed with the
Company's modest capital.

Torrefaction  technologies  are unproven on a large-scale  commercial  basis and
performance  could fail to meet  projections,  which  could  have a  detrimental
effect on the long-term capital appreciation of our stock.

While wood pellet production is a mature technology,  newer technologies such as
torrefaction  have not been built at large commercial  scales.  The technologies
being utilized by us for  alternative  energy  production  from biomass have not
been  demonstrated on a commercial  scale. All of the tests conducted to date by
us with respect to a specific  torrefaction  technology  have been  performed on
limited  quantities  of feed stocks,  and we cannot  assure you that the same or
similar  results  could  be  obtained  at  competitive  costs  on a  large-scale
commercial basis. We have never utilized these technologies under the conditions
or in the volumes that will be required to be profitable  and cannot predict all
of the difficulties that may arise. It is possible that the  technologies,  when
used, may require  further  research,  development,  design and testing prior to
larger-scale  commercialization.  Accordingly,  we cannot make an assurance that
these technologies will perform  successfully on a large-scale  commercial basis
or at all.

Competition from large producers of torrefied  biomass energy products and other
competitive renewable energy products may impact our profitability.

Although  we are not  aware of any large  commercial  operations  which  convert
biomass into energy via the torrefaction technology,  we expect others to follow
our lead.  In addition,  manufacturers  of other sources of  alternative  energy
(from wind,  water, sun, etc.) are considered  competitors in our industry.  Our
proposed  torrefaction  plants will  compete  with all of these  competitors  at
varying levels.

We will be impacted by woody biomass supply.

Our Torrefied  biomass energy products will be produced from woody biomass,  and
currently we have  agreements for sufficient  woody biomass to accommodate up to
two plants. However, should these resources be affected by weather, governmental
restraints, and other conditions, we might experience a shortage of raw material
which would hinder operations.

We may not be able to obtain the funding to manufacture construct and/or operate
our  planned  facilities,  the  failure  of which  could  adversely  affect  our
business, operations and financial condition.

We are  currently in  discussions  with  potential  sources of financing  but no
definitive agreements are in place. If we cannot achieve the requisite financing
or complete the plants as anticipated, this could adversely affect our business,
the results of our operations, prospects and financial condition.


                                       9
<PAGE>


Risks Related to Government Regulation and Subsidization:

Federal Regulations  concerning grants and tax incentives could expire or change
which  could  cause  an  erosion  of the  competitive  strength  of the  biomass
renewable energy industry.

The US Congress  currently  provides certain federal tax credits for alternative
energy  manufacturers,  distributors,  and  end-users.  The current  alternative
energy industry and our business  initially  depend on the continuation of these
credits.  The credits  have  supported  a market for  renewable  energy  sources
(specifically  biomass) that might disappear without the credits.  These credits
may not continue  beyond their  scheduled  expiration date or, if they continue,
the incentives may not be at the same level.  The revocation or amendment of any
one or more of these tax  incentives  could  adversely  affect the future use of
biomass  alternative  energy in a material way, and we cannot  assure  investors
that any of these tax incentives will be continued. The elimination or reduction
of federal tax incentives to the renewable energy industry could have a material
adverse impact on the industry as a whole.

Non-stringent  enforcement of  environmental  and energy policy  regulations may
adversely affect demand for renewable  alternative  energy sources such as those
provided by the conversion of woody biomass.

Our  success  will  depend  in  part  on  effective   enforcement   of  existing
environmental and energy policy regulations. Many of our potential customers are
unlikely to switch from the use of conventional  fossil fuels unless  compliance
with applicable regulatory  requirements leads,  directly or indirectly,  to the
use of  environmentally-friendly  alternatives.  Both additional regulations and
enforcement of such regulatory provisions are likely to be vigorously opposed by
the  entities  affected by such  requirements.  If  existing  emissions-reducing
standards  are  weakened,  or if  governments  are not active and  effective  in
enforcing  such  standards,  our  business  and results of  operations  could be
adversely  affected.  Even if the current trend toward more  stringent  emission
standards continues, we will depend on the ability of biomass alternative energy
to satisfy these emissions  standards more  efficiently  than other  alternative
technologies.  Certain  standards  imposed by  regulatory  programs may limit or
preclude  the  use of our  products  to  comply  with  environmental  or  energy
requirements.  Any decrease in the emission  standards or the failure to enforce
existing  emission  standards  and other  regulations  could result in a reduced
demand for our products.  A  significant  decrease in the demand will reduce the
price of our products, adversely affect our profitability and decrease the value
of our stock.

Our proposed  plants will also be subject to federal,  state and provincial laws
regarding occupational safety.

We may be subject  to costs and  liabilities  related  to worker  safety and job
related   injuries,   some  of  which  may  be   significant.   Possible  future
developments,  including stricter safety laws for workers and other individuals,
regulations and enforcement policies and claims for personal or property damages
resulting from operation of the facilities could reduce the amount of funds that
would otherwise be available to further enhance our business.

The departure of our Chief Executive and/or other key personnel could compromise
our ability to execute our strategic plan and may result in additional severance
costs to us.

Our success largely  depends on the skills,  experience and efforts of our Chief
Executive  Officer and other key personnel.  The loss of these  persons,  or our
failure to retain other key personnel,  would  jeopardize our ability to execute
our strategic plans and materially harm our business.

We  will  need  to  recruit  and  retain  additional   qualified   personnel  to
successfully grow our business.

Our future  success  will  depend in part on our  ability to attract  and retain
qualified  operations,  marketing  and  sales  personnel  as well as  engineers.
Inability to attract and retain such personnel could adversely affect the growth
of our business.  We expect to face  competition in the recruitment of qualified
personnel,  and we can provide no assurance  that we will attract or retain such
personnel.

We are subject to management risks.

New ventures have  substantial  inherent  risks  including,  but not limited to,
development,  marketing, sales, distribution, human factors and the coordination
of any and all of these  activities.  Notwithstanding  our due diligence and any
pre-planning,  our products and services may  encounter  unexpected  problems in
connection with any of these activities that could not be foreseen or accurately
predicted  and which  could  have a  material  adverse  effect on our  business,
financial condition and results of operations.

                                       10
<PAGE>

We do not have any independent directors and we have not voluntarily implemented
various corporate governance measures,  in the absence of which stockholders may
have  more  limited  protections   against  interested  director   transactions,
conflicts of interests and similar matters.

Recent  Federal  legislation,  including  the  Sarbanes-Oxley  Act of 2002,  has
resulted in the adoption of various  corporate  governance  measures designed to
promote the integrity of the corporate  management and the  securities  markets.
Some of these measures have been adopted in response to legal requirements.  Our
Board of Directors is  comprised  of four  individuals,  one of whom is also our
executive officer and the other three are officers, all of which are significant
stockholders.  Our officers make decisions on all significant  corporate matters
such as the  approval  of  compensation  and  the  oversight  of the  accounting
functions.

Although we have adopted a Code of Ethics and Business Conduct,  we have not yet
adopted  any of  these  other  corporate  governance  measures  and,  since  our
securities  are not yet listed on a  national  securities  exchange,  we are not
required to do so. We have not adopted corporate  governance measures such as an
audit or other independent  committees of our board of directors as we presently
do not have any  independent  directors.  If we expand our board  membership  in
future  periods  to include  additional  independent  directors,  we may seek to
establish  an audit  and  other  committees  of our  board of  directors.

Board of Directors included  independent  directors and if we were to adopt some
or all of these corporate governance  measures,  stockholders would benefit from
somewhat greater assurances that internal corporate decisions were being made by
disinterested  directors  and that  policies  had  been  implemented  to  define
responsible  conduct.  For  example,  in the  absence of audit,  nominating  and
compensation  committees  comprised  of  at  least  a  majority  of  independent
directors,  decisions  concerning  matters such as compensation  packages to our
senior  officers  and  recommendations  for  director  nominees may be made by a
majority of directors  who have an interest in the outcome of the matters  being
decided. Prospective investors should bear in mind our current lack of corporate
governance measures in formulating their investment decisions.

Risks Related to our Stock:

Trading in our common  stock is limited and the price of our common stock may be
subject to substantial volatility.

Our common stock is traded on the OTC Bulletin Board,  and therefore the trading
volume is more  limited and  sporadic  than if our common stock were traded on a
national  stock  exchange.  Additionally,  the price of our common  stock may be
volatile as a result of a number of factors,  including, but not limited to, the
following:

     o    quarterly variations in our operating results,

     o    large purchases or sales of our common stock,

     o    actual or anticipated  announcements of new products or services by us
          or competitors,

     o    general conditions in the markets in which we compete; and

     o    economic and financial conditions

"Penny stock"  regulations may impose certain  restrictions on the marketability
of our securities.

The SEC has adopted regulations which generally define a "penny stock" to be any
equity  security  that has a price of less than  $5.00 per share or an  exercise
price of less than $5.00 per share, subject to certain exceptions (including the
issuer of the  securities  having net tangible  assets (i.e.,  total assets less
intangible assets and liabilities) in excess of $2,000,000 or average revenue of
at least  $6,000,000  for the last three years).  As a result,  our common stock
could  be  subject  to  these  rules  that  impose   additional  sales  practice
requirements  on  broker-dealers  who sell our  securities to persons other than
established  customers and accredited  investors  (generally  persons with a net
worth in excess of $1,000,000 or annual income exceeding  $200,000,  or $300,000
together  with their  spouse).  For  transactions  covered by these  rules,  the
broker-dealer must make a special suitability  determination for the purchase of
such  securities  and have  received  the  purchaser's  written  consent  to the
transaction prior to the purchase. Additionally, for any transaction involving a
"penny  stock,"  unless  exempt,  the rules require the  delivery,  prior to the
transaction,  of a risk disclosure  document mandated by the SEC relating to the
"penny stock"  market.  The  broker-dealer  must also  disclose the  commissions
payable to both the  broker-dealer  and the registered  representative,  current
quotations  for the  securities  and,  if the  broker-dealer  is the sole market
maker,  the  broker-dealer  must  disclose  this  fact  and the  broker-dealer's

                                       11
<PAGE>

presumed  control  over the market.  Finally,  monthly  statements  must be sent
disclosing  recent price  information  for the "penny stock" held in the account
and information on the limited market in "penny stocks." Consequently,  although
the "penny stock" rules do not currently apply to our securities, if these rules
do  become  applicable  in  the  future,   this  may  restrict  the  ability  of
broker-dealers to sell our securities.

Our  officers  and  directors  collectively  own a  substantial  portion  of our
outstanding  common  stock,  and as long as they do, they may be able to control
the outcome of stockholder voting.

Our  officers  and  directors  are   collectively   the  beneficial   owners  of
approximately  43% of our  common  stock as of March  30,  2012.  As long as our
officers and directors  collectively own a significant  percentage of our common
stock,  our other  shareholders  may generally be unable to affect or change the
management or the  direction of our company  without the support of our officers
and  directors.  As a result,  some  investors  may be unwilling to purchase our
common stock. If the demand for our common stock is reduced because our officers
and directors  have  significant  influence  over our company,  the price of our
common stock could be materially  depressed.  The officers and directors will be
able to exert  significant  influence over the outcome of all corporate  actions
requiring stockholder approval, including the election of directors,  amendments
to our  certificate  of  incorporation  and  approval of  significant  corporate
transactions.

We may seek to raise additional funds, finance acquisitions or develop strategic
relationships by issuing capital stock. We have financed our operations,  and we
expect to continue to finance our operations, acquisitions and develop strategic
relationships,  by issuing equity or convertible  debt  securities,  which could
significantly  reduce  or  dilute  the  percentage  ownership  of  our  existing
stockholders.  Furthermore,  any newly  issued  securities  could  have  rights,
preferences and privileges senior to those of our existing stock.  Moreover, any
issuances by us of equity  securities may be at or below the  prevailing  market
price of our stock and in any event may have a dilutive impact on your ownership
interest, which could cause the market price of stock to decline.

We may also raise  additional  funds  through the  incurrence  of debt,  and the
holders of any debt we may issue  would have  rights  superior to your rights in
the event we are not  successful  and are forced to seek the  protection  of the
bankruptcy laws.

We have no current  intention of  declaring or paying any cash  dividends on our
common stock.

We do not plan to declare or pay any cash  dividends  on our common  stock.  Our
current  policy is to retain all funds and any earnings for use in the operation
and expansion of our business.

ITEM 1B UNRESOLVED STAFF COMMENTS

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

ITEM 2. DESCRIPTION OF PROPERTY

ecoTECH  Inc's  offices in Seattle  Washington  are  operated  under a nominal a
month-to-month rental agreement with an annual rate of $540.00.

In  March  2011,  ecoTECH  (Canada)  acquired  land  for  a  planned  power  and
aquaponic's facility in McBride,  British Columbia. The legal description of the
property is: The Fractional South east 1/4 of District Lot 5339 Cariboo District
except Parcel A (n42430) and Plans 20852, 21079 and PGP38823.

ITEM 3. LEGAL PROCEEDINGS

Management is of the opinion,  based upon information presently available,  that
it is unlikely  that any  liability,  to the extent not provided  for,  would be
material in relation to the Company's consolidated financial position

ITEM 4. MINE SAFETY DISCLOSURE

Not Applicable

                                       12

<PAGE>


PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is traded on the OTC Bulletin Board under the symbol "ECTH." On
December 20, 2010, we changed our corporate name to "ecoTECH  Energy Group Inc."
from "Sea 2 Sky  Corporation"  and our symbol changed to "ECTH" from "SSKY." The
following  table shows the high and low bid prices for our common stock for each
quarter since January 1, 2009 as reported by the OTC Bulletin  Board.  All share
prices  have been  adjusted to provide for the 30-1  forward  split  effected in
February 10, 2009. We consider our stock to be "thinly  traded" and any reported
sale prices may not be a true  market-based  valuation of its stock. Some of the
bid  quotations  from  the OTC  Bulletin  Board  set  forth  below  may  reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent actual transactions.


                                                       Sale Prices
                                                       -------------------------
                                                       High         Low
                                                       ------------ ------------
Fiscal Year Ended December 31, 2012
First Quarter                                          $0.68        $0.20

Fiscal Year Ended December 31, 2011
First Quarter                                          $0.55        $0.18
Second Quarter                                          0.45         0.22
Third Quarter                                           0.51         0.11
Fourth Quarter                                          0.49         0.17

Fiscal Year Ended December 31, 2010
First Quarter                                          $0.08        $0.04
Second Quarter                                          0.10         0.03
Third Quarter                                           0.23         0.10
Fourth Quarter                                          0.35         0.18


Shareholders

As of March 30,  2012 we had  approximately  200  shareholders  of record of our
common stock.

Dividends

We have not paid any cash  dividends on our common stock,  and do not anticipate
paying cash dividends in the foreseeable future. Our current policy is to retain
earnings,  if any, to fund  operations,  and the  development  and growth of our
business.  Any  future  determination  to  pay  cash  dividends  will  be at the
discretion  of our Board of Directors  and will be dependent  upon our financial
condition,  operation  results,  capital  requirements,  applicable  contractual
restrictions  including  restrictions  in loan  agreements,  restrictions in our
organizational  documents,  and any other  factors  that our Board of  Directors
deems relevant.

RECENT SALES OF UNREGISTERED SECURITIES

In February  2012,  the Company  raised $1,006  through the sale of 3,211 common
shares for cash at $0.31 per share, less commission of $151.


                                       13
<PAGE>

In March  2012,  the Company  raised  $6,263  through the sale of 25,445  common
shares for cash at $0.25 per share, less commissions of $939.

The  issuance  of  these  common  shares  have  been  approved  by the  Board of
Directors,  however the shares are not considered to be "issued and outstanding"
until they have been formally registered and issued by our transfer agent.

Exemption From Registration Claimed

All of the above sales by the Company of its  unregistered  securities were made
by the Company in reliance upon Rule 506 of Regulation D of the  Securities  Act
of 1933, as amended (the "1933 Act").  All of the  individuals  and/or  entities
that purchased the unregistered securities were primarily existing shareholders,
known  to  the  Company  and  its  management,   through  pre-existing  business
relationships,   as  long  standing  business  associates  and  employees.   All
purchasers  were  provided  access  to  all  material  information,  which  they
requested,  and all  information  necessary to verify such  information and were
afforded access to management of the Company in connection with their purchases.
All  purchasers of the  unregistered  securities  acquired such  securities  for
investment and not with a view toward distribution, acknowledging such intent to
the Company.  All certificates or agreements  representing  such securities that
were issued contained  restrictive legends,  prohibiting further transfer of the
certificates or agreements representing such securities, without such securities
either being first  registered  or  otherwise  exempt from  registration  in any
further resale or disposition.

ITEM 6. SELECTED FINANCIAL DATA

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

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

The following information and discussion should be read in conjunction with such
financial  statements  and  notes  thereto.   Additionally,   this  Management's
Discussion and Analysis of Financial Condition and Results of Operation contains
certain  statements that are not strictly  historical and are  "forward-looking"
statements within the meaning of the Private Securities Litigation Reform Act of
1995 and  involve a high  degree of risk and  uncertainty.  Actual  results  may
differ materially from those projected in the forward-looking  statements due to
other  risks  and  uncertainties   that  exist  in  the  Company's   operations,
development efforts and business environment,  the other risks and uncertainties
described in the section  entitled  "Cautionary  Note Regarding  Forward-Looking
Statements"  at the front of this  Current  Report on Form  10-K,  and our "Risk
Factors"  section  herein.  All forward looking  statements  included herein are
based on  information  available to the Company as of the date  hereof,  and the
Company assumes no obligation to update any such forward-looking statement.

CURRENT PROJECTS

We are in various stages of project  development  primarily  located in the U.S.
and Canada.  The Company is also  pursuing  other  international  opportunities;
however, there have been no such activities to date.

McBride, British Columbia -- Aquaponics:

A combined  self-contained  $92 million  Aquaponic  Project,  in addition to our
power plant and  power-line  projects as noted below,  we have also  developed a
stand-alone  Aquaponics  project which combines a self-contained 5 megawatts per
hour biomass power plant, together with a fresh fish farming  (aqua-culture) and
a greenhouse vegetables facility hydroponics) using 100% organic processes.

The Company  has entered  into a 5 year  supply  purchase  contract  from one of
Canada's  largest  supermarket  chains,  to  purchase a minimum  $12  million of
organic fish and vegetables per year. Full  commercial  operations are projected
to be $55 million per year.

Land has already  been  purchased by the Company,  near  McBride,  which has the
appropriate  zoning and for which we have obtained the necessary  water permits.
The  Company  has  contracted  out  preliminary  site  clearing  and  subject to
receiving  project  financing,  is in position to commence  construction  in the
summer of 2012 with commercial operations projected for 2013.

                                        14

<PAGE>

We have  received  majority  debt  financing  offers  for this  project  and are
currently  in  negotiations  with  equity  investors.  There  have been no final
contracts have been signed to date.

McBride, British Columbia - Power Generation:

The Company  currently is awaiting an Energy Purchase  Agreement ("EPA") for the
construction  and  operation of a $78 million,  24 megawatts  per hour  bio-mass
power  plant and a $52 million  138  kilovolt  power-line.  The  electric  power
produced would be sold to BC Hydro (the provincial  electrical  utility) under a
pending Energy Purchase Agreement ("the EPA").

The EPA has been delayed  since  September  2011,  primarily  due to the British
Columbia  Government's  imposed  review  of BC  Hydro's  proposed  3  year  rate
increases.

In February  2012, the BC Utilities  Commission  authorized a 7.07% interim rate
increase to BC Hydro, rather than the BC Governments suggested rate of 3.91%.

We are  optimistic,  now that the review is over,  that BC Hydro will be able to
move forward in the near future on issuing the EPA for our project.

Additional  land for this power plant will be purchased in the McBride area, and
rights-of-ways established for the power-line once the EPA has been received.

With an additional capital  investment,  this CHP facility could be increased by
36 megawatts  per hour to produce a total of 60 megawatts  per hour.  This would
allow BC Hydro the flexibility to balance the significantly  variable electrical
power that would be produced by run-of-the-river independent power production in
the region.

Thompson Falls, Montana

Due to the drop in natural  gas prices the  company's  biomass  proposal  is not
currently  viable.  Therefore  the  company  has  elected to defer this  project
indefinitely.

Ambato, Ecuador

A $6 million Garbage to Concrete  (Garcrete) system for Ambato,  with additional
orders  expected to be received for five additional  Garcrete  systems for other
locations in Ecuador.

In  addition,  an  interior  location  is being  sought by the  Ecuador  federal
government  for a 72 megawatts  per hour W2E CHP (Waste to Energy  Combined Heat
and Power)  facility,  quoted by Excelsior  Recycle Concepts Inc. (our sales and
marketing agents) on behalf of ecoTECH.

These  facilities  will utilize the  Company's  ecoPHASER  thermal  gasification
technology  and will  burn  municipal  waste in order to  reduce  the  country's
reliance on landfills.

It is our  understanding  that these projects have been delayed due to a pending
review in Ecuador by the  government in respect of certain  local  circumstances
which are unrelated to Excelsior or to ecoTECH.  The pending  government  review
has delayed the completion of final  contracts and receipt of purchase  deposits
to ecoTECH.

Other Projects in Development

The Company has several  other  projects in progress,  a 24  megawatts  per hour
bio-mass  power plant  project  for an  operating  gold mine in Fiji,  a smaller
Aquaponics  project  in the lower  mainland  of British  Columbia,  and a hybrid
power/torrefaction facility for fiber export to Asia from Whitehall, Montana.

ecoTECH is are now a registered supplier to the US Department of Defence and are
awaiting a next stage procedure for the Fort Bliss - Net Zero Project, for which
we are a bidding contractor under their current Request for Proposal.

We are pleased to advise that  Lockheed  Martin's M2 division  has offered to be
our Engineering  Procurement and  Construction  (EPC) contractor on US projects,
both for power and military base projects.

Results of Operations and Development Expenditures

ecoTECH is a  development-stage  Company,  we have had no revenues or sales from
November 28, 2007 ("Inception") through December 31, 2011.

Our total operating loss decreased to $4,880,606 compared to $19,268,682 for the
years ended December 31, 2011 and 2010  respectively.  The decrease is primarily
due to the reduction in our stock based compensation of $14,414,663.

Prior to November 12, 2010,  common stock was issued to the Company's  directors
and officers as part of their compensation. Since stock relative to the acquired
private company had no trading history,  there was no available market value for
this stock.  The Company had sold shares to private parties for $0.32 per share;
hence  it was  considered  conservative  to use  this  price  as the  basis  for
calculating  stock  compensation  expense  relative to the shares  issued to the
Company's  directors.  Common stock issued for compensation in 2011 has been was
valued at the current market price on the day of grant.

                                        15

<PAGE>

General and administrative  expenditures decreased to $1,066,960 from $1,449,888
for the years  ended  December  31,  2011 and 2010  respectively.  The  decrease

reflects the increased activity in research and development expenditures in 2011
as the  Company  works to bring it  potential  projects  to  fruition as further
described below.

Research and development expenditures increased to $333,935 from $44,490 for the
years ended  December 31, 2011 and 2010  respectively.  The increase  reflects a
change  in the  Company's  business  focus  from  CHP and  torrefaction  project
development,  to a much more diverse integrated CHP,  aquaponics,  torrefaction,
and/or waste treatment projects.

The Company does not anticipate having to pay income taxes in the upcoming years
due to our  accumulated  net operating  loss carry  forwards for tax purposes of
$2,666,609.

Capital and Liquidity


The following table provides  selected  financial data about our Company for the
years ended December 31, 2011 and 2010:

                                              December 31      December 31
                                                 2011             2010

Cash and cash equivalents                     $        1,134   $       12,262
Total current assets                                   6,453           22,628
Total assets                                         342,553          262,700
Total liabilities                                  3,673,631        2,295,831
Stockholders' deficit                             (3,331,078)      (2,033,131)


During the years ended December 31, 2011 and 2010, the Company received $155,724
and $513,508, respectively, in net cash from the sale of its common stock. These
proceeds are being used for operating and general and administrative expenses to
sustain  the  Company  through  its  development   stage  until  it  establishes
profitable  operations or receives  cash from the issuance of additional  common
stock.

Net cash used in operating  activities for the period from Inception to December
31, 2011, was  $1,849,781,  consisting  primarily of our net loss of $36,157,121
offset by  non-cash  expenses  of  $28,181,593  of stock  compensation  expense,
$212,297 in  depreciation,  $541,131  for  accretion  of  beneficial  conversion
feature, $700,535 of loss on extinguishment of convertible debt, financing costs
of $1,389,908,  an increase in accounts payable of $1,123,720 and an increase in
accrued liabilities of $2,127,802.

Net cash used in operating  activities  decreased to $131,882  from $524,236 for
the years  ended  December  31,  2011 and 2010  respectively.  The  decrease  is
primarily due to increases in accounts payable and accrued liabilities  balances
year over year.

Net cash  used in  investing  activities  for the period from  Inception  to
December 31, 2011, was $382,810, which consisted of purchases of property, plant
and  equipment,  less $8,510  cash  received  in  consolidation.  In March 2011,
ecoTECH Canada acquired land located in McBride,  British Columbia. The purchase
price was $256,725,  of which approximately 20 percent was paid in a cash use of
$51,345,  and the balance by a non-cash vendor financed mortgage for a term of 2
years at an interest rate of 8%.

Net cash  provided by  financing  activities  for the period from  Inception  to
December 31, 2011, was $2,212,841,  which consisted of $201,382 in proceeds from
notes and loans  payable(net of repayments)  from related  parties;  $676,738 in
proceeds  from the sale of common  stock;  $222,286 in proceeds from the sale of
flow-through  shares;  $1,137,581  in  proceeds  from  the  sale of  convertible
debentures;  and; less $24,071 in payments on convertible debentures; and $1,075
in principal in payments on the mortgage.

We had minimal cash on hand of $1,134 and $12,262 at December 31, 2011 and 2010,
respectively.


                                       16
<PAGE>

To the extent we are unable to meet our operating expenses,  we may borrow funds
from our current  management or other related parties,  the Company has borrowed
$17,633  and  $70,140  (net  of  repayments)   from   Directors,   Officers  and
shareholders  of the  Company,  for the years ended  December  31, 2011 and 2010
respectively.  We will also attempt to raise capital from private individuals or
institutional investment equity and/or debt funds for operating purposes. Future
project revenues and/or sales, if any, which exceed operating  expenses and debt
repayments, will be used to pay outstanding liabilities and expand operations.

We are  continually  attempting  to  raise  project  debt and  equity  financing
applicable to projects.

Our  independent  registered  public  accounting  firm  included an  explanatory
paragraph  raising  substantial  doubt  about our ability to continue as a going
concern.  Since we have no liquidity  and have suffered  losses,  we depend to a
great  degree on the ability to attract  external  financing in order to conduct
our business  activities and to ensure that we have  sufficient  cash on hand to
expand our operations.  These factors raise  substantial doubt about our ability
to continue as a going concern.

If we  are  unable  to  raise  additional  capital  from  conventional  sources,
including increases in related party loans and/or additional sales of additional
stock, we may be forced to curtail or cease our operations.

Even if we are able to continue our operations,  the failure to obtain financing
could have a substantial  adverse effect on our business and financial  results.
We have no commitments  to provide us with  financing in the future,  other than
described  above. We may be required to seek additional  capital by selling debt
or equity  securities,  selling  assets,  or otherwise be required to bring cash
flows in balance when it approaches a condition of cash insufficiency.  The sale
of additional equity securities, if accomplished,  may result in dilution to our
existing  shareholders.  We  cannot  assure  you,  however,  that debt or equity
financing will be available in amounts or on terms acceptable to us, or at all.

In Item 8, Note 3 of the Consolidated Financial Statements,  and with respect to
commitments and contingencies as disclosed in Item 8, Note 8 of the Consolidated
Financial Statements, included in this Form 10-K.

Summary of Critical Accounting Policies

Use of Estimates
----------------

Our discussion and analysis of our financial condition and results of operations
are based on our  financial  statements,  which have been prepared in accordance
with  accounting  principles  generally  accepted  in  the  United  States.  The
preparation of financial  statements in conformity  with  accounting  principles
generally  accepted in the United States  requires  management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. By their nature,  these estimates and judgments are subject to
an inherent degree of uncertainty.

We review our estimates on an on-going basis, including those related to project
development,  income  taxes,  and  stock-based  compensation,  as well as  lease
abandonment costs. We base our estimates on our historical experience, knowledge
of  current  conditions  and our  beliefs  of what  could  occur  in the  future
considering  available  information.   Actual  results  may  differ  from  these
estimates,  and material effects on our operating results and financial position
may result.

We  believe  the  following  critical   accounting  policies  involve  our  more
significant  judgments and estimates  used in the  preparation  of our financial
statements.

Share-Based Payments
--------------------

The Company has used the  issuance  its common  stock as the primary  method for
compensating employees since inception. The Company accounts for stock issued to
employees and directors  under ASC 718 -  "Compensation  - Stock  Compensation".
Under ASC 718,  stock-based  compensation  cost to  employees is measured at the
grant date, based on the estimated fair value of the award, and is recognized as
expense over the  employee's  requisite  vesting  period.  No stock  options are
currently  outstanding.  The  Company  measures  compensation  expense  for  its
non-employee  stock-based compensation under ASC 505 - Equity. The fair value of
the option issued or committed to be issued is used to measure the  transaction.
The fair value is measured  at the value of the  Company's  common  stock on the
date that the commitment for performance by the counterparty has been reached or
the  counterparty's  performance  is complete or the award is fully vested.  The
fair  value  of  the  equity  instrument  is  charged  directly  to  stock-based
compensation  expense and credited to common stock (no par). ecoTECH (Canada) is
a privately-held  company, with no trading history. The fair market value of the
stock used for costing prior stock  compensation  transactions has been based on
the standard recurring sales price of CAD$0.32 per share, net of any tax-benefit
valued  shares.  Post-acquisition,  the Company will  generally  use the closing
market price of the stock at grant date for the valuation of stock  issuances to
both employees and non-employees.

Research and Development Costs
------------------------------

The Company  accounts for research and  development  ("R&D") costs in accordance
with ASC 730,  "Accounting  for  Research"  , which  requires  that R&D costs be
expensed as  incurred,  and that each year's total R&D costs be disclosed in the
financial statements.  ASC 730 views the research component of R&D as a "planned
search or critical investigation aimed at discovery of new knowledge" that could
result  in a new or  improved  product,  service,  process,  or  technique.  The
development  component  of  R&D  is  translating  "research  findings  or  other
knowledge  into a  plan  or  design"  for a new or  improved  product,  service,
process, or technique.  Development includes conceptual formulation, design, and
testing of product  alternatives;  construction  of prototypes  and operation of
pilot plants; but not routine  alterations to existing products,  processes,  or
operations.  The costs of  materials  and  equipment  that will be  acquired  or
constructed for use when beginning  construction of the Company's power stations
and  development  of related  plant  sites  will be  capitalized  classified  as
property, plant and equipment and depreciated over their estimated useful lives.
To date, research costs include  engineering and environmental  expenses related
to the Company's future waste-to-energy  facilities,  and all have been expensed
when incurred.

                                        17

<PAGE>

Business Combinations
---------------------

Effective  January 1, 2009, the Company adopted ASC 805,  Business  Combinations
("ASC  805"),  an  updated   accounting   standard  which  carries  forward  the
requirements  to account for all  business  combinations  using the  acquisition
method  (formerly  called  the  purchase   method).   Under  ASC  805,  business
combination  accounting  applies to a wider  range of  transactions  and events,
including  acquisitions of some  development  stage  companies,  combinations of
mutual entities,  acquisitions  without the exchange of consideration,  or other
scenarios in which the acquirer  obtains control of one or more  businesses.  In
general,   ASC  805  requires   acquisition-date   fair  value   measurement  of
identifiable assets acquired, liabilities assumed, and non-controlling interests
in the acquiree.  Under ASC 805, the value of the business  acquired  usually is
measured as the sum of the acquisition-date values (measured at fair value, with
a few exceptions).  ASC 805 applies  prospectively to business  combinations for
which the  acquisition  date is on or after the  beginning  of the first  annual
reporting period beginning on or after December 15, 2008.

The business  combination of ecoTECH  (Canada) and the Company was accounted for
as a reverse acquisition with ecoTECH (Canada) being treated as the acquirer for
accounting purposes.  Accordingly, for all periods presented in this Report, the
financial  statements of ecoTECH  (Canada)  have been adopted as the  historical
financial  statements of the Company known as a change in reporting entity.  The
assets and liabilities of Sea 2 Sky Corporation  acquired were recorded at their
fair values at the Acquisition Date, which  approximated  their carrying values.
There were no material long-lived assets acquired.  The results of operations of
the  parenthave  been  included in our  operating  results  beginning  as of the
closing of the Acquisition.

Convertible Debentures
----------------------

Convertible  debt is accounted for under the  guidelines  established by ASC 740
"Beneficial  Conversion  Features".  The Company records a beneficial conversion
feature ("BCF") related to the issuance of convertible debt that have conversion
features  at fixed or  adjustable  rates that are  in-the-money  when issued and
records the fair value of the conversion feature with those instruments. The BCF
for the  convertible  instruments  is  recognized  and measured by  allocating a
portion of the  proceeds to the  conversion  feature,  and as a reduction to the
carrying  amount of the convertible  instrument  equal to the intrinsic value of
the conversion features, both of which are credited to common stock. The Company
recognizes that  misapplication  could materially impact the financial condition
and interest costs associated with such debentures.

Foreign Currency Translations
-----------------------------

The  Company  uses  the  Canadian  dollar  as its  functional  currency.  Unless
otherwise noted, for the purpose of this report, the financial statements of the
Company have been  translated into United States dollars  inaccordance  with ASC
830, "Foreign Currency Matters",  using year-end exchange rates in effect on the
balance sheet dates for assets and liabilities,  average exchange rate in effect
for the period for revenues,  costs, and expenses,  and historical rates for the
equity.  Translation  adjustments  resulting  from  translation of balances from
functional  to reporting  currency are  accumulated  as a separate  component of
shareholders'   deficit  and  as  a  component  of  comprehensive  loss  in  the
accompanying statements of operations.

Off-Balance Sheet Arrangements

None.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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



                                       18
<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



TABLE OF CONTENTS


PAGE 18         REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


PAGE 19         CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE PERIOD FROM
                NOVEMBER 28, 2007 (INCEPTION) TO DECEMBER 31, 2011 AND FOR
                THE YEARS ENDED DECEMBER 31, 2011 AND 2010.


PAGE 20         CONSOLIDATED BALANCE SHEETS AS OF DECEMBER, 2011 AND 2010


PAGE 21         CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE PERIOD FROM
                NOVEMBER 28, 2007 (INCEPTION) TO DECEMBER 31, 2011 AND FOR
                THE YEARS ENDED DECEMBER 31, 2011 AND 2010. CONSOLIDATED
                STATEMENTS OF OPERATIONS FOR THE PERIOD FROM NOVEMBER 28,
                2007 (INCEPTION) TO DECEMBER 31, 2011 AND FOR THE YEARS ENDED
                DECEMBER 31, 2011 AND 2010.


PAGE 22-24      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT FOR
                THE PERIOD FROM NOVEMBER 28, 2007 (INCEPTION) TO
                DECEMBER 31, 2011.


PAGE 25-42      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS






                                       19
<PAGE>

                                  dbb mckennon
                          Certified Public Accountants
          Registered Firm - Public Company Accounting Oversight Board


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


To the Board of  Directors  and  Stockholders  of ecoTECH  Energy Group Inc. and
subsidiaries.

We have audited the accompanying  consolidated  balance sheets of ecoTECH Energy
Group Inc. and  subsidiaries,  a  development-stage  company  (collectively  the
"Company")  as of  December  31,  2011 and 2010,  and the  related  consolidated
statements of operations,  stockholders'  deficit,  and cash flows for the years
then ended and the period from November 28, 2007 ("Inception")  through December
31, 2011. These consolidated  financial statements are the responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
consolidated financial statements based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the financial position of ecoTECH Energy Group
Inc. and subsidiaries as of December 31, 2011 and 2010, and the results of their
operations  and their cash  flows for the years  then ended and the period  from
Inception  through  December 31, 2011, in conformity with accounting  principles
generally accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
the Company  will  continue as a going  concern.  As  discussed in Note 3 of the
financial  statements,  the  Company  is a  development-stage  company  with  no
revenues,  has a working  capital  deficit and has incurred  significant  losses
since  Inception.  These  factors  raise  substantial  doubt about the Company's
ability to continue as a going concern. Management's plans with respect to these
matters are also discussed in Note 3. The  accompanying  consolidated  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.



/s/ dbbmckennon

Newport Beach, California

April 16, 2012



Address: 20321 SW Birch Street, Suite 200 Newport Beach California 92660-1756
Phone: 949.203.3010  Fax: 949.203.3011

Orange County                   www.dbbmckennon.com                    San Diego



                                       20
<PAGE>

<TABLE>
<CAPTION>

ecoTECH Energy Group Inc.
(A Development-Stage Company)
Consolidated Statements of Operations and Comprehensive Loss


                                                                              From
                                                                          November 28,
                                                                        December 31, 2011  December 31, 2011  December 31 2010
<S>                                                                     <C>                <C>                <C>

Revenue                                                                $              --  $              --  $
                                                                                                                             --

Operating Expenses:
General and administration                                                     4,287,738          1,066,960          1,449,888
   Stock-based compensation (note 9)                                          28,181,593          3,359,641         17,774,304
   Office relocation (notes 5 and 8)                                             120,070            120,070                 --
Research and development                                                         737,448            333,935             44,490
                                                                        ------------------ ------------------ -----------------
                                                                              33,326,849          4,880,606         19,268,682
                                                                        ------------------ ------------------ -----------------

Operating loss
                                                                             (33,326,849)        (4,880,606)       (19,268,682)

Other (Income) Expense:

Loss on fixed asset disposal                                                       5,704                 --                 --
Interest expense (notes 7 and 9)                                               2,279,969             48,538             46,751
Extinguishment of debt (note 7)                                                  700,535                 --                 --
Other income                                                                     (83,217)                --            (82,516)
                                                                        ------------------ ------------------ -----------------

Net loss before income tax benefit                                           (36,229,840)        (4,929,144)       (19,232,917)

Income tax benefit (note 13)                                                      72,719             34,647             17,473
                                                                        ------------------ ------------------ -----------------
Net loss                                                                     (36,157,121)        (4,894,497)       (19,215,444)

Foreign currency translation adjustment                                          (44,789)            80,956            (86,298)
                                                                        ------------------ ------------------ -----------------

Comprehensive loss                                                          $(36,201,910)      $ (4,813,541)      $(19,301,742)
                                                                        ------------------ ------------------ -----------------

Basic and diluted net loss per common share                                                         $ (0.02)          $  (0.17)

Weighted average common shares outstanding                                                       197,526,579       113,102,392
</TABLE>


         The accompanying notes are an integral part of these statements






                                       21
<PAGE>

<TABLE>
<CAPTION>

ecoTECH Energy Group Inc.
(A Development-Stage Company)
Consolidated Balance Sheets


                                                                                           December 31,         December 31,
                                                                                               2011                2010
<S>                                                                                       <C>                 <C>

ASSETS

Current assets
Cash and cash equivalents                                                                 $         1,134     $       12,262
Prepaid expenses                                                                                    3,358              7,311
Due from related parties                                                                            1,961              3,055
                                                                                         ---------------------------------------
                                                                                                    6,453             22,628

Deposits                                                                                            4,902             60,033

Property plant and equipment, net (note 4)                                                        331,198            180,039
                                                                                         ---------------------------------------
Total assets                                                                                $     342,553      $     262,700
                                                                                         ---------------------------------------

LIABILITIES

Current liabilities
Accounts payable                                                                            $     718,130      $     503,883
Accounts payable - related party (notes 6 and 12)                                                 134,458            110,542
Accrued liabilities (notes 5 and 8)                                                             2,524,273          1,596,213
Mortgage Payable (note 4)                                                                         195,038                 --
Notes payable to related parties (notes 6 and 12)                                                 101,732             85,193
                                                                                         ---------------------------------------
                                                                                                3,673,631          2,295,831
                                                                                         ---------------------------------------

Commitments and contingencies (note 3 and 8)

Stockholders' deficit:
Common stock  (Note  9),  675,000,000  shares  ($0.001  par  value)  203,405,984
    (7,915,385 are not yet issued) and 195,233,427 shares issued and outstanding
    at
    December 31, 2011 and 2010, respectively.                                                     203,406            195,233
Additional paid-in capital                                                                     32,900,355         29,392,934
Accumulated comprehensive income                                                                    2,499              2,499
Cumulative foreign currency translation adjustment (note 10)                                      (44,789)          (125,745)
Deficit accumulated during the development stage                                              (36,392,549)       (31,498,052)
                                                                                         ---------------------------------------
Total stockholders' deficit                                                                    (3,331,078)        (2,033,131)
                                                                                         ---------------------------------------
Total liabilities and stockholders' deficit                                                 $     342,553      $     262,700
                                                                                         ---------------------------------------
</TABLE>


                 The accompanying notes are an integral part of these statements



                                       22
<PAGE>


<TABLE>
<CAPTION>

ecoTECH Energy Group Inc.
(A Development-Stage Company)
Consolidated Statements of Cash Flows


                                                                             From
                                                                         November 28,
                                                                             2007
                                                                        (Inception) to       Year Ended            Year Ended
                                                                        December 31,         December 31,         December 31,
                                                                            2011                2011                  2010
<S>                                                                     <C>                  <C>                 <C>

Operating activities
Net loss                                                                   $(36,157,121)     $  (4,894,497)      $(19,215,444)
Add (deduct) items to reconcile to net cash
used in operating activities
   Stock-based compensation                                                  28,181,593          3,359,641         17,774,304
   Office relocation (notes 5 and 8)                                            120,070            120,070                 --
   Depreciation                                                                 212,297             65,152             57,577
   Income tax benefit (note 13)                                                 (72,719)           (34,647)           (17,473)
   Accretion of beneficial conversion features                                  541,131                 --                 --
   Loss on extinguishment of convertible debt                                   700,535                 --                 --
   Financing costs                                                            1,389,908                 --                 --
Changes in operating assets and liabilities:
   Prepaid expenses                                                              (5,245)             4,210             (7,087)
   Deposits                                                                     (11,752)            45,217            (31,562)
   Accounts payable                                                           1,123,720            295,083            117,584
   Accrued liabilities                                                        2,127,802            907,889            797,865
                                                                       ------------------ ------------------ -----------------
Net cash used in operating activities (note 3)                               (1,849,781)          (131,882)          (524,236)
                                                                       ------------------ ------------------ -----------------

Investing activities
Purchase of property, plant and equipment (note 4)                             (391,320)           (51,345)           (27,123)
Cash received in reverse acquisition                                              8,510                 --              8,510
                                                                       ------------------ ------------------ -----------------
Net cash used in investing activities                                          (382,810)           (51,345)           (18,613)
                                                                       ------------------ ------------------ -----------------

Financing activities
Sale of common stock net of commissions                                         676,738             43,077           513,508
Sale of flow-through shares net of commissions                                  222,286            112,647                --
Sale of convertible debentures                                                1,137,581                 --                --
Payments on vendor financed mortgage                                             (1,075)            (1,075)               --
Payments on convertible debentures                                              (24,071)                --           (24,071)
Net proceeds (payments) on related party notes                                  201,382             17,633            70,140
                                                                       ------------------ ------------------ -----------------
Net cash provided by financing activities                                     2,212,841            172,282            559,577
                                                                       ------------------ ------------------ -----------------

Foreign currency effect on cash                                                  20,884               (183)           (4,661)
                                                                       ------------------ ------------------ -----------------
Net increase (decrease) in cash and cash equivalents                              1,134            (11,128)           12,067
Cash and cash equivalents  - beginning of year                                       --             12,262               195
                                                                       ------------------ ------------------ -----------------
Cash and cash equivalents  - end of year                                 $        1,134     $        1,134   $        12,262
                                                                       ------------------ ------------------ -----------------
Supplemental cash flow disclosure (note 11)

</TABLE>

                 The accompanying notes are an integral part of these statements



                                       23
<PAGE>

<TABLE>
<CAPTION>

ecoTECH Energy Group Inc.
(A Development-Stage Company)
Consolidated Changes in Stockholders' Deficit

                                                                           Cumulative                        Deficit
                                                                              Foreign                     Accumulated
                                                             Additional      Currency     Accumulated       during the
                                    Number         Common       Paid in    Translation    Comprehensive   Development
                                 of Shares          Stock       Capital    Adjustment         Income           Stage          Total
                                ----------------------------------------------------------------------------------------------------

<S>                             <C>            <C>                         <C>            <C>             <C>            <C>

Nov 2007, shares
  issued at Inception
  to Founders                   13,000,000     $   13,000     $ (12,906)     $      -       $      -        $      -         $   94

Beneficial conversion
  feature of Debentures
  in 2007                                -              -        88,791             -              -               -         88,791

Aug 2008, sale of flow
  -through shares for cash
  at $0.49 per share, net
  of $19,148, premium              130,000            130        44,234             -              -               -         44,364

2008 Debenture conversions
  - at $0.21 per share           4,967,000          4,967     1,055,910             -              -               -      1,060,877

Nov 2008, stock to WPC
  (broker) related to capital
  raise at $0.26 per share       5,474,429          5,474     1,411,746             -              -               -      1,417,220

Dec 2008, Stock issued
  for extinguishment             2,553,860          2,554       765,912             -              -               -        768,466

Equity portion of WPC
  (broker) shares                        -              -       (80,130)            -              -               -        (80,130)

Beneficial conversion feature
  of debentures in 2008                  -              -       430,565             -              -               -        430,565

Foreign currency translation             -              -             -       106,988              -               -        106,988

Net loss - Inception through
  December 31, 2008                      -              -             -             -              -      (4,128,927)    (4,128,927)
                                ----------------------------------------------------------------------------------------------------
Balances, December 31, 2008     26,125,289         26,125     3,704,122       106,988              -      (4,128,927)      (291,692)

Jan 2009, stock based
  compensation at $0.26
  per share                     27,000,000         27,000     7,020,648             -              -               -      7,047,648

2009 Debenture conversions
  - at $0.17 per share              23,437             23         3,966             -              -               -          3,989

June 2009, stock for debt
  extinguishment at $0.26
  per share                         11,774             12         3,107             -              -               -          3,119

Beneficial conversion feature
  of debentures in 2009                  -              -        24,950             -              -               -         24,950

Jul - Dec 2009, stock for
  cash $0.30 per share             448,440            449       133,256             -              -               -        133,705

2009 Sale of flow-through
  shares for cash at $0.46
  per share, net of $17,158
  premium                          100,000            100        28,869             -              -               -         28,969

Commissions paid on equity
  raise                                  -              -      (179,581)            -              -               -       (179,581)

2009 Debenture conversions
  - at $0.18 per share             281,250            281        51,244             -              -               -         51,525

Dec 2009,stock for debt
  extinguishment at $0.26
  per share                        141,286            141        37,051             -              -               -         37,192

Foreign currency translation             -              -             -      (146,435)             -               -       (146,435)

Net loss - year ended
  December 31, 2009                      -              -             -             -              -      (7,918,253)    (7,918,253)
                                ----------------------------------------------------------------------------------------------------
Balances, December 31, 2009     54,131,476         54,131    10,827,632       (39,447)             -      (12,047,180)   (1,204,864)





                                     24
<PAGE>


ecoTECH Energy Group Inc.
(A Development-Stage Company)
Consolidated Changes in Stockholders' Deficit


                                                                        Cumulative                         Deficit
                                                                           Foreign                      Accumulated
                                                          Additional      Currency     Accumulated        during the
                                      Number    Common       Paid in    Translation    Comprehensive    Development
                                   of Shares     Stock       Capital    Adjustment         Income            Stage           Total
                                  --------------------------------------------------------------------------------------------------

Balances, December 31, 2009        54,131,476    54,131    10,827,632       (39,447)             -       (12,047,180)    (1,204,864)

Jan 2010, stock based compen-
  sation at $0.31 per share        48,000,000    48,000    14,881,920             -              -                -      14,929,920

Feb and Oct 2010,stock to WPC
  (broker) related to capital
  raise at $0.30 to $0.32
  per share                           776,575       777       238,095             -              -                -         238,872

Mar to Nov 12,2010, stock for
  cash at $0.31 and $0.32 per
  share, net of commissions
  of $39,909                        1,735,688     1,735       498,889             -              -                -         500,624

Nov 2010, stock based compen-
  sation at $0.32 per share         5,650,000     5,650     1,798,734             -              -                -       1,804,384

Nov 2010, stock for note ex-
  tinguishment at $0.32
  per share                           312,500       313        98,825             -              -                -          99,138

November 12, 2010, reverse
acquisition between ecoTECH
Energy Group (Canada)
and Sea2Sky Corporation (note 1)

Shares retained and liabilities
  assumed  - reverse acquisition   80,583,239    80,583             -             -              -          (235,428)      (154,845)

Accumulated comprehensive income            -         -             -             -          2,499                -           2,499

Nov 2010, stock for consulting
  services at $0.26 per share       4,000,000     4,000     1,036,000             -              -                -       1,040,000

Nov and Dec 2010, stock for
  cash at $0.31 per share
  net of commissions of $880           43,949        44        12,839             -              -                -          12,883

Foreign currency translation
  (note10)                                  -         -             -       (86,298)             -                -         (86,298)

Net loss - year ended
  December 31, 2010                         -         -             -             -              -       (19,215,444)   (19,215,444)
                                  --------------------------------------------------------------------------------------------------
Balances, December 31, 2010       195,233,427   195,233    29,392,934      (125,745)         2,499       (31,498,052)    (2,033,131)






                                     25
<PAGE>



ecoTECH Energy Group Inc.
(A Development-Stage Company)
Consolidated Changes in Stockholders' Deficit
                                                                          Cumulative                       Deficit
                                                                             Foreign                    Accumulated
                                                            Additional      Currency     Accumulated      during the
                                      Number      Common       Paid in    Translation    Comprehensive  Development
                                   of Shares       Stock       Capital    Adjustment         Income          Stage           Total
                                  --------------------------------------------------------------------------------------------------

Balances, December 31, 2010       195,233,427    195,233    29,392,934      (125,745)         2,499     (31,498,052)     (2,033,131)

Jan 2011, stock for debt
  extinguishment at $0.27
  per share                            18,518          19         5,017             -              -              -           5,036

Jan to Feb 2011, stock for
  cash ranging from $0.25
  to $0.32 net of
  commissions of $1,203                29,366          29         6,789             -              -              -           6,818

Mar and Apr 2011, sale of
  flow-through shares for cash
  ranging  from $0.51 to
  $0.52 per share net of $16,122
  in commissions and $28,484 in
  tax benefit                         209,288         209        62,671             -              -              -          62,880

Shares to be issued (note 9)

May 2011, stock for debt
  extinguishment at $0.46
  per share                            64,785          65        29,776             -              -              -          29,841

May  2011, stock based
  compensation at $0.40 and
  $0.45 per share                   1,250,000       1,250       523,750             -              -              -         525,000

May to Sep 2011, sale of
  flow-through shares for
  cash ranging  from $0.48
  to $0.51 per share includ-
  ing 2,840 shares for
  commission, net of $1,974
  in commissions and of
  $6,163 in tax benefit                48,840          49        15,071             -              -              -          15,120

July to Oct 2011, stock for
  cash ranging from $0.20 to
  $0.43 per share, net of
  commissions of $1,547                47,978          48        14,286             -              -              -          14,334

Oct 2011, stock based
  compensation at $0.39 to
  $0.51 per share                   5,379,688       5,380     2,434,261             -              -              -       2,439,641

Nov to Dec 2011, stock for
  cash ranging from $0.16
  to $0.19 per share, net
  of commission of $2,266              84,703          85        12,753             -              -              -          12,838

Nov to Dec 2011, stock for
  cash ranging from $0.27
  to $0.28 net of
  commissions of $1,603                39,391          39         9,047             -              -              -           9,086

Dec 2011, stock based
  compensation at $0.34             1,000,000       1,000       394,000             -              -              -         395,000

Foreign currency translation
  (note10)                                  -           -             -        80,956              -              -          80,956

Net loss - year ended
  December 31, 2011                         -           -             -             -              -     (4,894,497)     (4,894,497)
                                  --------------------------------------------------------------------------------------------------
Balances, December 31, 2011       203,405,984    203,406    32,900,355       (44,789)         2,499     (36,392,549)     (3,331,078)
                                  --------------------------------------------------------------------------------------------------
</TABLE>


                The accompanying notes are an integral part of these statements


                                             26
<PAGE>


ecoTECH Energy Group Inc.
(A Development-Stage Company)
Notes to Consolidated Financial Statements
December 31, 2011



1 - ORGANIZATION AND BUSINESS

COMPANY HISTORY

Initially,  this company was  incorporated  under the name Sea 2 Sky Corporation
("Sea2Sky"),  under the laws of the State of Nevada on November 16, 2005.  Sea 2
Sky was initially  established to provide travel related services to tourists in
Canada and other countries.  Due to an economic downturn,  Sea2Sky abandoned the
travel service business in the first half of fiscal 2009.  Accordingly,  results
from operations  related to the travel business were  reclassified  from current
operations to that of discontinued operations.  Effective March 1, 2009, Sea2Sky
transitioned  its  business  focus  to that  of a  world-wide  renewable  energy
provider, and became a development-stage company that intended to obtain sources
of biomass  supply  streams and convert  them into green or  alternative  energy
products.

ecoTECH Energy Group (Canada),  Inc.  ("ecoTECH  Canada") was incorporated under
its original name of ecoPHASER Energy Corp., under the federal laws of Canada on
November  28,  2007.  ecoTECH  Canada is a  development-stage  renewable  energy
company whose business focus is the manufacture,  construction  and/or operation
of  biomass-fuelled  power stations that not only provide  electrical power from
biomass and/or waste,  but that can also be augmented  with various  operational
facilities  that  utilize  waste  energy  from these  power  plants,  including;
torrefaction,  aqua-culture, hydroponics, aquaponics, cold storage heat exchange
technologies and other environmental related processes.

On November 12, 2010 (the  "Effective  Date"),  pursuant to the terms of a stock
purchase  agreement,  Sea2Sky acquired 100 percent of the issued and outstanding
common stock of ecoTECH Canada for  approximately  110 million shares of its own
common stock, which were distributed to the former  shareholders of the acquired
ecoTECH Canada. ecoTECH Canada was then amalgamated with 7697112 Canada Corp., a
company  incorporated  under the federal  laws of Canada that was a wholly owned
subsidiary  of Sea2Sky,  and as a result of this  amalgamation,  ecoTECH  Canada
became a wholly owned subsidiary of Sea2Sky.

ecoTECH  (Canada)  has no  subsidiaries  and is not a  reporting  issuer  in any
jurisdiction of Canada or the United States. This transaction, which represented
a majority of the then issued and  outstanding  shares of Sea2Sky  constituted a
change in control of the company. As such, on December 20, 2010, Sea2Sky changed
its name to ecoTECH  Energy Group Inc.  (the  "Parent")  and changed its trading
symbol to "ECTH".

The  acquisition  of  ecoTECH  Canada  has  been  accounted  for  as  a  reverse
acquisition in accordance with Accounting Standards  Codification ("ASC") 805-40
Business  Combinations,  under which it has been  determined  for accounting and
reporting  purposes  that  ecoTECH  Canada  was  the  acquirer  because  of  the
significant  holdings and influence of the control  group of ecoTECH  before and
after the acquisition. At November 12, 2010, as a result of the transaction, the
former shareholders of ecoTECH Canada shareholders held approximately 58 percent
of issued and outstanding  common stock of the new Parent company ecoTECH Energy
Group, Inc. (formerly Sea2Sky) on a diluted basis.

Accordingly,  the assets and liabilities of ecoTECH Canada have been reported at
historical costs and the historical  results of operations have been reported in
these ecoTECH Energy Group,  Inc. filings as a change in reporting  entity.  The
assets and  liabilities of the Parent were reported at fair value on the date of
acquisition,   and  results  of  operations  were  reported  from  the  date  of
acquisition of November 12, 2010. The assets and  liabilities of the Parent were
reported at their carrying values,  which  approximated  fair value. No goodwill
was  recorded  upon  acquisition  since the Parent had no active  business.  The
following is a schedule of the Parent's  assets and liabilities at the Effective
Date:

                                       27

<PAGE>



ecoTECH Energy Group Inc.
(A Development-Stage Company)
Notes to Consolidated Financial Statements
December 31, 2011



  Assets:
  Cash and cash equivalents                            $     8,510
                                                  --------------------

  Liabilities:
  Accounts payable                                             312
  Accrued liabilities                                      160,379
  Other                                                      2,664
                                                  --------------------
                                                           163,355
                                                  --------------------
  Net liabilities assumed                              $   154,845
                                                  --------------------


The net liabilities assumed were accounted for as a deemed distribution  through
charges to the Company's shareholders deficit.

The unaudited pro forma  combined  information  for the year ended  December 31,
2010 would have been:

                                                                    Year Ended
                                                                    December 31,
                                                                         2010

Revenue                                                            $          --
Net loss from continuing operations                                 (19,893,847)
Basic and diluted net loss per share from continuing operations    $      (0.11)



BUSINESS

Over the  past 30  years,  the  ecoTECH  team  has  developed  and  refined  the
proprietary  ecoPHASER  thermal  gasification   technology  which  enables  very
clean-burning  of  bio-mass  and  wastes.  We are in  various  stages of project
development primarily located in the United States of America and in Canada. The
Company is also pursuing international opportunities.

EcoTECH's  combined heat and power (CHP) technology  produces:  (i) electricity,
which can be channelled  to utilities  and  end-users  via the local  electrical
distribution system and (ii) heat which can be used to fuel a variety of "Green"
operating facilities.

Our  current  activities  are  focused  on  developing   several   strategically
positioned  CHP power  stations  in order to: (i) reduce the  reliance on fossil
fuels by providing a sustainable and  environmentally  friendly source of energy
and fuel products manufactured from local biomass feedstocks; (ii) meet specific
local  needs  for  decentralized  power,  while  reducing  the  cost of  biomass
transportation; (iii) assist communities meet federal and state renewable energy
and reduced  emissions  mandates;  and,  (iv) provide  local jobs and  community
development for the project communities.





                                       28
<PAGE>

ecoTECH Energy Group Inc.
(A Development-Stage Company)
Notes to Consolidated Financial Statements
December 31, 2011



2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Principles of Consolidation

These consolidated  financial  statements include the accounts of ecoTECH Energy
Group Inc. (formerly Sea 2 Sky Corporation), and its wholly-owned ecoTECH Energy
Group  (Canada),  Inc.  All  intercompany  balances and  transactions  have been
eliminated in consolidation.

Development- Stage

ecoTECH  is a  development-stage  company as  defined  in  Accounting  Standards
Codification  ("ASC")  915   Development-Stage   Entities,  as  it  is  devoting
substantially all of its efforts to develop markets for its products and planned
facilities.  There have been no revenues  from planned  principal  operations or
sales from Inception through December 31, 2011. Consequently, cumulative amounts
are presented in these consolidated financial statements.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities and 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  periods.  These estimates are based on  management's  best
knowledge of current events and actions the Company may undertake in the future.

Actual  results may  ultimately  differ from those  estimates.  The  significant
estimates  made by  management  relate  to the  estimation  of the  value of the
Company's   common  stock  and  income  tax  benefit  related  to  the  sale  of
flow-through shares. Changes in estimates are reported in earnings in the period
in which they become known.

Cash and Cash Equivalents

For purpose of the  statement of cash flows,  the Company  considers  all highly
liquid debt instruments  purchased with an original  maturity of three months or
less to be cash  equivalents.  The Company did not have any cash  equivalents at
December 31, 2011 and 2010.

Intangible Assets

Licenses  acquired are either expensed or recognized as intangible  assets.  The
Company recognizes intangible assets when the following criteria are met: 1) the
asset is identifiable, 2) the Company has control over the asset, 3) the cost of
the asset can be measured reliably, and 4) it is probable that economic benefits
will flow to the Company.  During the period from Inception to December 31, 2011
and the years ended December 31, 2011 and 2010 and, the Company has not incurred
any fees related to intangible  assets  obtained and  accordingly  no expense or
capitalized asset has been recognized.

Property, Plant and Equipment

Property,   plant  and  equipment  are  recorded  at  cost.   Depreciation   and
amortization  of property and equipment are calculated  using the  straight-line
method over the assets' estimated useful lives as follows: computer hardware and
software  (five  years),  leasehold  improvements  (the shorter of five years or
lease life),  furniture  and fixtures  (seven  years),  Website  (three  years),
equipment (five to ten years).



                                       29
<PAGE>


ecoTECH Energy Group Inc.
(A Development-Stage Company)
Notes to Consolidated Financial Statements
December 31, 2011



Maintenance and repairs are charged to expense as incurred. Significant renewals
and betterments are capitalized.  At the time of retirement or other disposition
of property and equipment,  the cost and  accumulated  depreciation  are removed
from the accounts and any resulting gain or loss is reflected in operations.

Debt and Stock Issuance Costs

Debt  issuance  costs  represent   costs  incurred   related  to  the  Company's
convertible debentures. These costs were capitalized and amortized over the term
of the note using the effective  interest method.  Debt issuance costs represent
the finder fees related to the  debentures  and consisted of both cash and stock
compensation.

Additionally, the Company incurred commissions related to the raising of capital
through the sale of  subscription  agreements  for common stock during a private
offering.  At the time of the completion of the offering,  these commissions are
charged against the capital raised.

Convertible Debentures

Convertible  debt is accounted for under the  guidelines  established by ASC 740
"Beneficial  Conversion  Features".  The Company records a beneficial conversion
feature ("BCF") related to the issuance of convertible debt that have conversion
features  at fixed or  adjustable  rates that are  in-the-money  when issued and
records the fair value of the conversion feature with those instruments.

The BCF for the convertible instruments is recognized and measured by allocating
a portion of the proceeds to the conversion  feature,  and as a reduction to the
carrying  amount of the convertible  instrument  equal to the intrinsic value of
the  conversion  features,  both of which are  credited  to  additional  paid in
capital.

Research and Development

Research and development costs are expensed as incurred.  The costs of materials
and  equipment  that will be acquired  or  constructed  for project  development
activities,  and that have alternative future uses, both in project development,
marketing  or sales,  will be  capitalized  classified  as  property,  plant and
equipment and depreciated over their estimated  useful lives. To date,  research
costs   include   engineering   expenses   related  to  the   Company's   future
waste-to-energy facilities, and all have been expensed when incurred.

Share-Based Payments

The Company  accounts for stock issued to employees and directors  under ASC 718
"Compensation - Stock  Compensation".  Under ASC 718,  stock-based  compensation
cost to employees  is measured at the grant date,  based on the  estimated  fair
value of the award,  and is recognized as expense over the employee's  requisite
vesting period. No stock options are currently outstanding.

The  Company  measures  compensation  expense for its  non-employee  stock-based
compensation  under ASC 505  "Equity".  The fair value of the  option  issued or
committed  to be issued is used to measure  the  transaction.  The fair value is
measured  at the  value of the  Company's  common  stock  on the  date  that the
commitment  for  performance  by  the  counterparty  has  been  reached  or  the
counterparty's  performance  is complete or the award is fully vested.  The fair
value of the equity  instrument is charged directly to stock-based  compensation
expense and credited to common stock and additional paid-in-capital.

Prior to November  12,  2010,  there was no public  market for ecoTECH  Canada's
common stock, and accordingly,  the amount of the compensatory  charge was based
on  prevailing  sales  price  of the  stock  since  Inception  under  which  the
determination of stock-based  compensation  was inherently  highly uncertain and
subjective,  and involves the  application  of discounts  deemed  appropriate to
reflect the lack of marketability  of the Company's  securities - which have not
been considered in the basis for calculation.  If the Company had made different
assumptions,  its stock-based  compensation  expense and relative net loss could
have been significantly different.


                                       30
<PAGE>


ecoTECH Energy Group Inc.
(A Development-Stage Company)
Notes to Consolidated Financial Statements
December 31, 2011


Flow-Through Shares Financing

The Company has financed a portion of its  development-stage  activities through
the issue of Canadian renewable and conservation  expense ("CRCE")  flow-through
shares of common  stock.  A CRCE is defined under section 1219 of the Income Tax
Regulations as "Canadian renewable and conservation expense" for the purposes of
subsection  66.1(6) of the  Canadian  Income Tax Act.  Under  these  provisions,
certain qualifying  expenditures are renounced by the Company for its income tax
purposes and transferred to the investors to claim on their individual  Canadian
income tax returns.

Proceeds  received  from the issuance of such shares are  allocated  between the
offering of shares and the sale of tax benefits.

The allocation is made based on the difference between the price of the existing
shares and the amount the investor pays for the shares. Upon renunciation of the
expenses, a deferred income tax recovery is recognized by the Company.

Foreign Currency Translations

The Company uses the Canadian dollar as its functional currency of its operating
subsidiary  ecoTECH  Canada.  Unless  otherwise  noted,  for the purpose of this
report, the financial statements of the ecoTECH Canada have been translated into
United States dollars in accordance with ASC 830,  "Foreign  Currency  Matters",
using historical rates for fixed assets and year-end exchange rates in effect on
the balance sheet dates for all other assets and liabilities,  average, specific
or  historical  exchange  rates as  applicable  in  effect  for the  period  for
revenues,  costs,  and expenses,  and historical  exchange rates for shareholder
equity (deficit).

Translation  adjustments  resulting from translation of balances from functional
to reporting  currency are accumulated as a separate  component of shareholders'
deficit and as a component of comprehensive loss in the accompanying  statements
of  operations.  Transaction  gains and losses are reported in the statements of
operations and comprehensive  loss. To date, no transaction gains or losses have
been experienced.

Income Taxes

The Company  accounts for income taxes in accordance with ASC 740 "Income Taxes"
("ASC 740").  ASC 740  requires  the Company to recognize a tax  asset/liability
equal  to  the  expected  future  tax  benefit/expense  of  temporary  reporting
differences  between book and tax accounting methods and any available operating
loss or tax credit carry  forwards.  ASC 740 sets forth a recognition  threshold
and valuation  method to recognize and measure an income tax position  taken, or
expected to be taken,  in a tax return.  The  evaluation  is based on a two-step
approach. The first step requires an entity to evaluate whether the tax position
would "more likely than not," based upon its technical merits, be sustained upon
examination by the appropriate taxing authority.

The second step  requires the tax position to be measured at the largest  amount
of tax benefit that is greater  than 50 percent  likely of being  realized  upon
ultimate  settlement.  In  addition,  previously  recognized  benefits  from tax
positions  that no longer meet the new criteria  would no longer be  recognized.
The  application  of this  Interpretation  is  considered a change in accounting
principle  with the  cumulative  effect of the change  recorded  to the  opening
balance of retained earnings.  Adoption of this standard did not have a material
impact on the Company's financial position, results of operations, or cash flow.

Comprehensive Income (Loss)

Comprehensive  income  (loss) is  defined  as the change in equity of a business
enterprise  during a period from transactions and other events and circumstances
from non-owner  sources.  The Company's other  comprehensive loss arose from the
effect of unrealized foreign currency translation adjustments.



                                       31
<PAGE>

ecoTECH Energy Group Inc.
(A Development-Stage Company)
Notes to Consolidated Financial Statements
December 31, 2011



Loss per Common Share

The Company presents basic loss per share ("EPS") and diluted EPS on the face of
the  consolidated  statement of operations.  Basic loss per share is computed as
net loss divided by the weighted average number of common shares outstanding for
the period.  Diluted EPS reflects the  potential  dilution that could occur from
common shares issuable through stock options,  warrants,  and other  convertible
securities.  Since Inception to December 31, 2011 the Company has not issued any
options or warrants.

Related-Party Transactions

A related party is generally defined as (i) any person that holds 10% or more of
the  Company's  securities  and their  immediate  families,  (ii) the  Company's
management, (iii) someone that directly or indirectly controls, is controlled by
or  is  under  common  control  with  the  Company,   or  (iv)  anyone  who  can
significantly  influence the financial and operating decisions of the Company. A
transaction  is  considered to be a related  party  transaction  when there is a
transfer of resources or obligations between related parties.

Fair Value Measurements

On January 1, 2009,  the Company  adopted ASC 820 "Fair Value  Measurements  and
Disclosures". The Company did not record an adjustment to retained earnings as a
result of the  adoption of the  guidance  for fair value  measurements,  and the
adoption did not have a material effect on the Company's results of operations.

Fair value is defined as the exit price, or the amount that would be received to
sell an asset or paid to transfer a liability in an orderly  transaction between
market  participants as of the measurement date. The guidance also establishes a
hierarchy  for inputs used in  measuring  fair value that  maximizes  the use of
observable inputs and minimizes the use of unobservable inputs by requiring that
the most observable inputs be used when available.  Observable inputs are inputs
market  participants  would  use in  valuing  the  asset  or  liability  and are
developed based on market data obtained from sources independent of the Company.
Unobservable inputs are inputs that reflect the Company's  assumptions about the
factors  market  participants  would use in valuing the asset or liability.  The
guidance  establishes  three  levels of inputs that may be used to measure  fair
value:

Level 1   Observable inputs such as quoted prices in active markets;

Level 2   Inputs,  other  than the  quoted  prices in active  markets,  that are
          observable either directly or indirectly;

Level 3   Unobservable  inputs in which there is little or no market data, which
          require the reporting entity to develop its own assumptions.

As of December 31, 2011 and 2010, the Company did not have any material level 1,
2, or 3 assets or liabilities.

Impairment of Long-Lived Assets

The Company regularly  evaluates whether events and circumstances  have occurred
that  indicate  the  carrying  amount  of  property  and  equipment  may  not be
recoverable.  When  factors  indicate  that these  long-lived  assets  should be
evaluated for possible impairment, the Company assesses the potential impairment
by  determining  whether the carrying  value of such  long-lived  assets will be
recovered  through the future  undiscounted  cash flows expected from use of the
asset  and its  eventual  disposition.  If the  carrying  amount of the asset is
determined not to be recoverable,  a write-down to fair value is recorded.  Fair
values are determined  based on quoted market values,  discounted cash flows, or
external  appraisals,  as applicable.  The Company  regularly  evaluates whether
events and  circumstances  have  occurred  that  indicate  the  useful  lives of
property and equipment may warrant revision. In our opinion, the carrying values
of our long-lived assets, including property and equipment, were not impaired at
December 31, 2011,  with the exception of certain  leasehold  improvements  that
were written-off due to lease abandonment (note 8).


                                       32
<PAGE>


ecoTECH Energy Group Inc.
(A Development-Stage Company)
Notes to Consolidated Financial Statements
December 31, 2011



Concentrations of Credit Risk

The Company  maintains  its cash accounts in a commercial  bank;  the total cash
balances held in a commercial bank are secured by the Canadian Deposit Insurance
Corporation  ("CDIC") up to  CAD$100,000  per  depositor,  per insured  bank. At
times, the Company may have cash deposits in excess of federally insured limits.

New Accounting Pronouncements

In May 2011, the Financial  Accounting  Standards  Board ("FASB") issued amended
standards to achieve common fair value measurements and disclosures between GAAP
and  International   Financial  Reporting   Standards.   The  standards  include
amendments that clarify the intent behind the application of existing fair value
measurements  and disclosures and other  amendments  which change  principles or
requirements for fair value  measurements or disclosures.  The amended standards
are to be applied  prospectively  for interim and annual periods beginning after
December 15,  2011.  Management  does not believe the adoption of these  changes
would have an impact on the Consolidated Financial Statements.

In June 2011,  the FASB issued amended  standards that  eliminated the option to
report other comprehensive  income in the statement of stockholders'  equity and
require   companies  to  present  the   components   of  net  income  and  other
comprehensive  income as either one continuous statement of comprehensive income
or two separate but consecutive statements.  The amended standards do not affect
the  reported  amounts of  comprehensive  income.  In  December  2011,  the FASB
deferred the  requirement to present  components of  reclassifications  of other
comprehensive  income on the face of the income  statement  that had  previously
been included in the June 2011 amended standard.  These amended standards are to
be applied  retrospectively  for  interim  and annual  periods  beginning  after
December 15,  2011.  Management  does not believe the adoption of these  changes
would have an impact on the Consolidated Financial Statements

In September  2011,  the FASB issued  Accounting  Standards  Update  ("ASU") No.
2011-08,  Intangibles  --  "Goodwill  and Other"  (Topic 350).  This  Accounting
Standards Update amends FASB ASC Topic 350. This amendment  specifies the change
in method for  determining  the potential  impairment  of goodwill.  It includes
examples  of  circumstances  and  events  that the  entity  should  consider  in
evaluating whether it is more likely than not that the fair value of a reporting
unit is less than its carrying  amount.  The amendments are effective for annual
and interim goodwill impairment tests performed for fiscal years beginning after
December 15,  2011.  Management  does not believe the adoption of these  changes
would have an impact on the Consolidated Financial Statements

In December 2011, the FASB issued changes to the disclosure of offsetting assets
and  liabilities.  These  changes  require  an entity  to  disclose  both  gross
information and net information about both instruments and transactions eligible
for  offset  in  the  statement  of  financial   position  and  instruments  and
transactions  subject to an agreement  similar to a master netting  arrangement.
The enhanced  disclosures will enable users of an entity's financial  statements
to  understand  and evaluate the effect or  potential  effect of master  netting
arrangements  on  an  entity's  financial  position,  including  the  effect  or
potential  effect  of  rights  of  setoff   associated  with  certain  financial
instruments and derivative  instruments.  These changes become effective for the
Company on January 1, 2013.  Management  does not believe the  adoption of these
changes would have an impact on the Consolidated Financial Statements

Management  does  not  believe  that  any  other  recently  issued,  but not yet
effective accounting pronouncements, if adopted, would have a material effect on
the accompanying financial statements.

Comparative financial information

Certain  prior  year's  amounts  have been  reclassified  to conform to the 2011
presentation.



                                       33
<PAGE>


ecoTECH Energy Group Inc.
(A Development-Stage Company)
Notes to Consolidated Financial Statements
December 31, 2011



3 - GOING CONCERN

The  accompanying  financial  statements  have been prepared in conformity  with
generally accepted accounting principles in the United States of America,  which
contemplates continuation of the Company as a going concern.

The  Company is a  development-stage  company  with no  revenues,  has a working
capital  deficit,  has net losses and used cash from operating  activities  from
Inception to December 31, 2011 of $1,849,781.  At December 31, 2011, the Company
had limited available  capital.  These matters raise substantial doubt about the
Company's  ability to continue  as a going  concern.  In view of these  matters,
realization  of  certain of the assets in the  accompanying  balance  sheets are
dependent upon the Company's ability to meet its financing  requirements,  raise
additional capital, and the success of its future operations.

The Company requires additional capital of approximately  $600,000 to $1,200,000
to continue its  development  activities and provide working capital for general
corporate  purposes for the next 12 months. In addition,  the Company also needs
to obtain debt and equity  financing to  construct  its current  projects  which
range in cost from  approximately  $4 million to $130  million  depending on the
scale of each project.

To the extent we are unable to meet our operating expenses,  we may borrow funds
from our current  management or other related  parties.  We will also attempt to
raise capital from private individuals or institutional investment equity and/or
debt funds for operating purposes.

The Company's management remains optimistic that some of our developing projects
will proceed in the  relatively  near future.  Future  project  revenues  and/or
sales, if any, which exceed operating  expenses and debt repayments will be used
to pay outstanding liabilities and expand operations.

Since we have no liquidity and have suffered losses, we depend to a great degree
on the ability to attract  external  financing  in order to conduct our business
activities  and to ensure  that we have  sufficient  cash on hand to expand  our
operations.  These factors raise substantial doubt about our ability to continue
as a going concern.

There is no  assurance  that our capital  raising  plans will be  successful  in
obtaining sufficient funds to assure the eventual  profitability of the Company.
If we are unable to obtain sufficient amounts of additional  capital,  we may be
required  to reduce the scope of our planned  development,  which could harm our
business, financial condition and operating results.

These financial statements do not include any adjustments that might result from
these uncertainties.





                                       34
<PAGE>

ecoTECH Energy Group Inc.
(A Development-Stage Company)
Notes to Consolidated Financial Statements
December 31, 2011



4 - PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:

<TABLE>
<CAPTION>

                                                 December 31 2011   December 31 2010
<S>                                             <C>                 <C>

Land                                               $    256,725     $           --
Computer hardware                                       110,458            110,458
Computer software                                        23,904             23,904
Furniture and fixtures                                   20,043             20,043
Equipment                                                33,463             33,463
Leasehold improvements (note 8)                              --            139,600
Website                                                  14,463             14,463
Less accumulated depreciation (note 8)                 (127,858)          (161,892)
                                               ---------------------------------------
Total property, plant and equipment, net           $    331,198     $      180,039
                                               ---------------------------------------
</TABLE>


Depreciation expense for the period from Inception to December 31, 2011, and for
the years ended December 31, 2011 and 2010,  was $212,297,  $65,152 and $57,577,
respectively.

In March,  2011,  ecoTECH  Canada  acquired  land  located in  McBride,  British
Columbia. The purchase price was $256,725, of which approximately 20 percent was
paid in cash and the balance by a vendor financed mortgage for a term of two (2)
years at an interest rate of 8%.

Acquisition of Land

On March 16, 2011 our wholly  owned  subsidiary,  ecoTECH  Energy Group (Canada)
Inc., completed its acquisition of a parcel of land located in McBride,  British
Columbia.   We  purchased  the  property  from  Tralee  Investments  Ltd  for an
aggregate  purchase price of $257,075,  of which  $51,415  was paid in  cash and
the  remaining  is  subject to a mortgage from the seller,  which is included in
notes payable on the accompanying balance sheet.  There is no material relation-
ship (other  than in respect  of  the transaction)  between  us,  our subsidiary
purchaser and seller or any  of our  affiliates,  or any  of  our  directors,
officers  or any associate of any of our officers and directors.

The  mortgage is for 200,000  Canadian  dollars,  which  translates  to $200,351
as of September 30, 2011. The mortgage  accrues simple interest at  8% annually,
calculated monthly, but not in advance, over a two year term  expiring March 15,
2013 and is  secured  by the land.  Payments of $1,587  are due monthly,  with a
balloon  payment at  expiration.  As of September 30, 2011,  interest expense of
approximately $8, 866 has been recorded in relationship to this note.

The Company is not current in servicing the note, and accordingly,  the note has
been  classified  as a  current  liability.  We are  working  on a  satisfactory
resolution to bring the loan current.  The loss of this property  would not have
an adverse impact on it ability to operate in the region.





                                       35
<PAGE>


ecoTECH Energy Group Inc.
(A Development-Stage Company)
Notes to Consolidated Financial Statements
December 31, 2011



5 - ACCRUED LIABILITIES

Accrued liabilities by major classification are as follows:

                                           December 31,            December 31,
                                                2011                    2010

Accrued wages and payroll taxes            $  2,133,656            $  1,302,381
Accrued consulting fees                    $    300,000            $    275,000
Accrued interest                           $     23,627            $     18,832
Accrued liability for office relocation    $     66,990            --
                                           ------------------------------------

Total accrued liabilities                  $  2,524,273            $  1,596,213
                                           ------------------------------------


Accrued  liabilities  balances  reflected above include  interest  applicable to
convertible debenture balances outstanding, mortgage payable for land purchased,
accrued  fees for  capital  raise  and a  provision  for the  office  relocation
settlement (note 8).

6 - ACCOUNTS PAYABLE AND NOTES PAYABLE TO RELATED PARTIES

On February  5, 2009,  the  Company  borrowed  $99,137  from a  shareholder  for
operating capital, and agreed to repay the principal plus 10% annual interest in
90 days.  On  September  8, 2009 the note was  amended  to pay  interest  at 20%
interest per annum and matured in 90 days.  Upon default,  the note continues to
earn 20% per annum. On November 1, 2010, the note holder converted the principal
balance into 312,500 shares of private  company common stock  (pre-acquisition).
The  Company  has  paid  $9,707  of the  $27,959  interest  accrued  since  note
Inception.  The  remaining  accrued  interest  of $18,252  remains to be paid at
December 31, 2011.

On November 17,  2009,  the Company  borrowed  $34,151  from a  shareholder  for
operating  capital.  This  loan is  non-interest  bearing  and  does  not have a
specific  maturity date.  Management did not impute  interest as such amount was
not deemed significant.  As of December 31, 2011, the Company has not repaid any
of the principal balance.

From time to time,  the  directors and officers have loaned money to the Company
for general  operating  capital.  These loans are repaid in part or in full when
additional  capital is raised.  Due to the short-term nature of these loans, the
directors and or officers  agreed that they would not be interest  bearing,  and
are due upon demand.

Related party payables  represent  balances in accounts payable that are owed to
directors,   officers  and  shareholders.   These  payables  are  primarily  for
unreimbursed  travel  and  entertainment  expenses  incurred  on  behalf  of the
Company.   The  respective   parties  have  agreed  to  defer  these   payables,
interest-free, until additional capital is raised.




                                       36
<PAGE>


ecoTECH Energy Group Inc.
(A Development-Stage Company)
Notes to Consolidated Financial Statements
December 31, 2011



7 - CONVERTIBLE DEBENTURES

The Company has financed a portion of its  development-stage  activities through
the issuance of convertible  debentures.  These 10% debentures were  convertible
into the Company's  common stock at a 33% discount off of its  per-share  price,
which due to fluctuating  exchange  rates,  ranged between $0.25 and $0.33.  All
debentures had a three-month  maturity and were convertible at the option of the
holder upon issuance. During the period from Inception to December 31, 2011, the
Company raised $1,137,581,  through these debentures,  respectively.  During the
period from Inception to December 31, 2011, the Company amortized  $541,131;  of
the discount to interest expense.

The Company offered each debenture holder  additional  shares in lieu of accrued
interest,  at the rate of 50% of their post  conversion  number of  shares.  All
participants  agreed,  except as noted below. As a result, an additional 153,060
shares of common stock were issued,  in addition to shares issued for conversion
noted below,  to extinguish  the accrued  interest on  debentures  during fiscal
2009.  Accordingly,  the Company has recorded an additional $700,535; in loss on
extinguishment of debt for the period from Inception to December 31, 2011.

8 - COMMITMENTS AND CONTINGENCIES

Capital Raise Agreement

On April 10, 2008, the Company entered into a fundraising  engagement  agreement
(the  "Agreement")  with WPC  Financial  Group ("WPC") to raise between $2.1 and
$3.5  million  in  operating  capital  for  the  Company  through  the  sale  of
convertible  debentures  and stock  subscriptions.  As  consideration  for WPC's
services,  the Company would issue shares of its common stock based on the total
capital raised,  at a rate of approximately  4.76 shares for each dollar raised.
Additionally,  the Agreement contained a "Tail Terms" provision,  providing that
for a term of 18 months  subsequent to closing date,  WPC would continue to earn
shares based on any further shares purchased by WPC investors.

On November 17, 2008,  the  Agreement was  terminated  by both parties.  WPC had
raised  a total  of  approximately  $1,149,568  via  convertible  debenture  and
subscription agreement sales, for which they were issued 5,474,429 shares of the
Company's common stock as consideration.  See Note 9 for additional  information
regarding  the  transaction.  During  the 18 month  tail  terms,  WPC  earned an
additional 776,565 shares

Operating Leases

The Company leased office space in Langley, British Columbia, Canada. The office
lease became effective on April 1, 2008 and was for a term of five years.  Basic
rent for the first  three  years was  $4,794.  Basic rent for the last two years
increased  approximately  7% to $5,113 per month.  In addition to basic rent and
applicable  taxes,  the Company was responsible for varying  operating  expenses
(HVAC, assessments, utilities and service charges, licenses and permits) as they
arose.

Due to delayed receipt of project approvals and sales deposits applicable to the
Company's  business  plans,  the office rent  payments  were in arrears prior to
December 31,  2011.  Subsequently,  in 2012 the lessor was no longer  willing to
allow rent  payments to be in arrears,  resulting  in the Company  vacating  the
premises on March 1, 2012, Accordingly the company has written off its leasehold
improvements of $139,600 and applicable accumulated  depreciation of $99,185 and
has accrued a provision for future  settlement  costs of $79,655 at December 31,
2011 offset by a lease deposit of $12,665 (note 5).

Actual office rent expense,  including all applicable taxes and operating costs,
for the period from Inception to December 31, 2011, and the years ended December
31, 2011 and 2010, were $349,136; $97,143 and $89,859 and respectively

The Company leases an automobile,  under a four-year term agreement,  for use by
one of its  directors,  with  current  lease  payments  of $946 per  month.  The
remaining minimum lease commitments in 2012 are $2,837.




                                       37
<PAGE>

ecoTECH Energy Group Inc.
(A Development-Stage Company)
Notes to Consolidated Financial Statements
December 31, 2011



9 - COMMON STOCK

<TABLE>
<CAPTION>

                                                                          Number of Common Shares
                                                                     -----------------------------------
                                                                       December 31,      December 31,
                                                                           2011              2010
<S>                                                                <C>               <C>

Authorized - 675,000,000 Voting Shares ($0.001 par value)
Number of shares issued and outstanding                                195,490,599       195,233,427
Number of shares sold not yet issued (a)                                   285,697                --
Number of shares to be issued for compensation (a)                       7,629,688                --
                                                                   ---------------- -----------------
                                                                       203,405,984       195,233,427
                                                                   ---------------- -----------------
</TABLE>


(a)      The issuance of these common  shares have been approved by the Board of
         Directors;  however,  the shares are not  considered  to be "issued and
         outstanding" until they have been formally registered and issued by our
         transfer  agent.  These  shares are  detailed  below  under the caption
         "Common Shares to be issued for 2011.



Common Share Issuances Prior to Fiscal 2011

Prior to the merger on November 12, 2010, ecoTECH Energy Group (Canada) Inc. had
110,606,239  shares of Class A common  stock  issued  and  outstanding,  held by
approximately  97  shareholders,   including  88,000,000  shares  owned  by  the
directors /control group.

Since Inception  through  November 12, 2010, the Company raised $663,446 through
the direct sale of 2,400,568 Class A common shares via  subscription  agreements
to 43 investors, net of commissions. Per-share price of the Company's common has
fluctuated  between $0.25 and $0.33,  due to foreign exchange rates. The Company
also raised $109,639 through the direct sale of 230,000 "Flow-through" shares to
six  investors  at  per-share  prices  ranging  from  $0.44 to $0.51 per  share,
depending  on the  current  exchange  rate  at  the  time  of  the  transaction.
Flow-through  shares offer the  shareholder  and the Company a tax benefit,  for
which the Company assigned an approximate $0.18 per share premium.

In January 2010 and 2009, the Company issued 48 million and 27 million shares of
common stock, respectively, to four officers/directors as compensation. Based on
transaction date exchange rates, stock  compensation  expense of $14,929,920 and
$7,047,648 was recorded for those  issuances,  respectively,  based on per-share
prices of $0.31 and $0.26, respectively.

On November 1, 2010,  the Company  issued  250,000  Class A common  shares to an
individual for acceptance of the Chief Operating Officer  position.  Shares were
fully vested upon issuance and recorded as stock compensation of $80,704.

On November 3, 2010,  the Company  satisfied a $99,138 note  payable  balance by
issuing 312,500 shares common stock at $0.32 per share.

On November 5, 2010, the Company  satisfied a $42,000 payable balance by issuing
5,400,000  shares of common  stock to the  former  Chief  Financial  Officer  of
Sea2Sky.  As  a  result,  the  Company  recorded  stock-based   compensation  of
$1,723,680.




                                       38
<PAGE>

ecoTECH Energy Group Inc.
(A Development-Stage Company)
Notes to Consolidated Financial Statements
December 31, 2011


On November 12, 2010 (the  effective  reverse  merger date),  ecoTECH Canada had
110,606,239 shares of Class A common stock issued and outstanding;  all of these
shares were exchanged for Sea2Sky common stock on a one-for-one  exchange basis.
These shares contain an 18 month restriction from the date of issuance.

On November 30, 2010,  the Company  entered  into an advisory  agreement  with a
consulting  firm to assist with the  recruitment of management and the placement
of debt and equity financing  relative to the business and growth  strategies of
the  Company.  The  agreement  is for two years,  effective  retroactively  from
February 2010, at a monthly fee of $25,000 for the first year only. As such, the
Company has  recorded  vested  compensation  of $300,000 as of December 31, 2011
($275,000 at December 31, 2010) to accrued liabilities.  Additionally,  per this
agreement,  the  consulting  firm was issued  4,000,000  fully vested  shares of
common  stock.   Based  on  a  market  price  of  $0.26,  the  Company  recorded
compensation expense of $1,040,000.

On December 22,  2010,  Sea2Sky  changed its name to ecoTECH  Energy Group Inc.,
changed its stock trading symbol to ECTH and increased its authorized $0.001 par
value  common  stock  to  675,000,000  shares.  The  Company  does  not have any
preferred stock

The Company has issued common shares of stock to settle  convertible  debentures
totalling  $1,112,969  which were  converted  into  7,978,607  shares during the
period  from  Inception  to  December  31,  2011  (Note 7). The  Company  issued
6,250,994  shares  common  stock to a  consulting  company as  compensation  for
selling  convertible  debentures  and  stock  subscriptions.   Of  those  shares
5,352,405  related to shares earned for  debentures.  Based on a per-share value
ranging from $0.26 to $0.30, the Company recorded $1,389,908 to interest expense
related to these  shares.  The remaining  shares were deemed in connection  with
sales of common stock and, thus, were included within the proceeds received from
the sale of the common stock.

Common Shares Issued During 2011

On January 4, 2011, the Company  satisfied a $5,036 accounts  payable balance by
issuing 18,518 shares of common stock to a utility company at $0.27 per share.

During  February  2011,  the Company  raised  $8,021  through the sale of 29,366
shares of common  stock for cash to three  investors,  at stock  prices  between
$0.25 and $0.32 per share, less commissions of $1,203.

During March and April 2011,  the Company  raised  $107,486  through the sale of
209,288  flow-through  common shares to eight  investors at stock prices ranging
between $0.51 and $0.52 per share, depending on the current exchange rate at the
time of the transaction, less commissions of $16,122. The Company has recorded a
corresponding tax benefit of $28,484.


Common Shares to be Issued for 2011

The following share  transactions  have been approved by the Board of Directors,
but have not yet been formally registered and issued by our transfer agent as of
December 31, 2011.

Effective May 2011, the Company approved the issuance of 1,000,000 common shares
as compensation to an officer in accordance with a compensation  agreement.  The
individual was granted  500,000  shares  immediately.  The remaining  balance of
500,000 shares was issued in November 2011. The Company has recorded total stock
compensation  expense related to the grant of $450,000  reflecting a share value
of $0.45 per share.

Effective May 2011,  the Company  approved the issuance of 750,000 common shares
as  compensation  to an officer.  The Company has  recorded  stock  compensation
expense of $300,000 reflecting a share value of $0.40 per share.

On May 31, 2011 the  Company  satisfied a $29,841  accounts  payable  balance by
issuing  64,785  shares of common stock to a utility  company,  based on a stock
price of $0.46 per share.

                                       39
<PAGE>

During May to September 2011,  Company raised $23,257 through the sale of 48,840
flow-through  common shares to three  investors at stock prices ranging  between
$0.48 to $0.51 per share,  depending on the current exchange rate at the time of
the  transaction,  less  commissions  of  $1,974.  The  Company  has  recorded a
corresponding tax benefit of $6,163.

In July 2011,  the Company raised $1,000 through the sale of 5,111 common shares
for cash at $0.20 per share less commission of $150.

In September  2011,  the Company raised $5,031 through the sale of 15,614 common
shares for cash at $0.35 per share including 1,420 shares for commission.

In September  2011,  the Company raised $5,000 through the sale of 11,628 common
shares for cash at $0.43 per share, less commission of $797.

In October 2011,  the Company  raised  $5,001  through the sale of 15,625 common
shares for cash at $0.32 per share, less commission of $750.

Effective  October 2011, the Company  approved the issuance of 5,300,000  common
shares as compensation  for services to 9 individuals.  The Company has recorded
stock compensation expense of $2,399,000 reflecting share values of $0.39, $0.50
and $0.51 per share.

Effective  October  2011,  the Company  approved the  issuance of 79,688  common
shares as additional  commissions  to 10  individuals.  The Company has recorded
stock  compensation  expense  of $40,641, reflecting share  values of  $0.51 per
share.

During  November and December 2011, the Company raised $15,104  through the sale
of 84,703 common shares for cash at $0.16 to $0.19 per share,  less  commissions
of $2,266.

During  November and December 2011, the Company raised $10,689  through the sale
of 39,391 common shares for cash at $0.27 to $0.28 per share,  less  commissions
of $1,603.

Effective

December  2011,  the Company  approved the issuance of 500,000  common shares as
compensation  to an officer of the  Company.  The  Company  has  recorded  stock
compensation expense of $170,000 reflecting a share value of $0.34 per share.




                                       40
<PAGE>


10 - FOREIGN CURRENCY TRANSLATION

<TABLE>
<CAPTION>

                                                                 From
                                                             November 28,
                                                                 2007            Year Ended        Year Ended
                                                           (Inception) to
                                                           December 31, 2011  December 31, 2011  December 31 2010
<S>                                                        <C>                <C>                <C>

Cumulative foreign currency translation adjustment
    Unrealized gains (losses) upon translation             $       (44,789)        $   80,956       $   (86,298)
</TABLE>


The exchange rates used to translate  amounts in Canadian  dollars  ("CAD") into
United States  dollar  equivalents  ("USD") for the purposes of preparing  these
financial statements were as follows:


<TABLE>
<CAPTION>
                                                                   2011                      2010


<S>                                                           <C>                       <C>
Fixed assets - historical rates                               0.9707 to 0.9989          0.9707 to 0.9989

Other assets and liabilities - year end rate                            0.9804                    1.0015

Shareholder deficit - historical rates                        0.8986 to 1.0104          0.8986 to 0.9767

Costs, and expenses - average, specific or historical rates   0.9804 to 1.0114          0.9670 to 1.0702
</TABLE>











                                       41
<PAGE>

ecoTECH Energy Group Inc.
(A Development-Stage Company)
Notes to Consolidated Financial Statements
December 31, 2011





11 - SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

<TABLE>
<CAPTION>

                                                                        From
                                                                    November 28,
                                                                        2007            Year Ended         Year Ended
                                                                   (Inception) to
                                                                  December 31, 2011  December 31, 2011  December 31 2010
<S>                                                                <C>                <C>               <C>

Cash Payments:
    Cash paid for interest                                         $       21,280          $   6,802         $   9,707
    Cash paid for income taxes                                                 --                 --                --


Non-cash investing and financing activities:
    Fair value of beneficial of conversion
      feature of convertible debentures                            $      544,307                 --                --
    Conversion of debentures into common stock                          1,116,391                 --                --
    Premium on flow-through shares                                         36,306                 --                --
    Shares issued to extinguish debt                                       99,138                 --            99,138
    Accounts payable settled through the issuance of stock                 34,877             34,877                --
    Vendor financing -  mortgage to acquire land                          205,380            205,380                --
</TABLE>


See Note 1 for cash  received and  liabilities  assumed in the November 12, 2010
reverse acquisition.


NOTE 12 - RELATED-PARTY TRANSACTIONS

Shareholder Loans

From time to time,  the  directors and officers have loaned money to the Company
for general  operating  capital.  These loans are repaid in part or in full when
additional  capital is raised.  Due to the short-term nature of these loans, the
officers/directors  agreed that they would not be interest bearing,  and are due
upon demand.

Related-Party Payables

Related party payables  represent  balances in accounts payable that are owed to
directors,   officers  and  shareholders.   These  payables  are  primarily  for
unreimbursed  travel  and  entertainment  expenses  incurred  on  behalf  of the
Company.   The  respective   parties  have  agreed  to  defer  these   payables,
interest-free, until additional capital is raised.

Accrued Wages

Due to capital  restraints,  management  has deferred  certain of their  monthly
salaries until capital is available.




                                       42
<PAGE>

ecoTECH Energy Group Inc.
(A Development-Stage Company)
Notes to Consolidated Financial Statements
December 31, 2011





NOTE 13 - INCOME TAXES

Since  Inception,  our  executive  offices and  operations  have been located in
British Columbia.  As such, we filed the appropriate Canadian income tax returns
for prior years.  As a result of the November 12, 2010 merger,  we now are under
U.S.  Federal tax  jurisdiction.  During the year ending  December 31, 2010,  we
became subject to filing a Canadian tax return and a U.S. Federal tax return. We
have identified our U.S. Federal tax return as our "major" tax jurisdiction. The
Company has had losses to date, and therefore, has paid no income taxes.

Deferred income taxes arise from temporary timing differences in the recognition
of income and expenses for financial  reporting and tax purposes.  The Company's
deferred  tax assets  consist  entirely of the benefit from net  operating  loss
carry-forwards.  Effective  November 12, 2010,  prior net  operating  loss carry
forwards  from the prior  business  of Sea2Sky  are no longer  available  to the
Company, due to the Company's change in control.

Any future net operating  losses,  based on  operations of the renewable  energy
business,  will be considered  for NOL  carry-forward.  For federal tax purposes
this carry forward expires in twenty years,  beginning in 2027. A full valuation
allowance has been placed on the  Company's  deferred tax assets as it cannot be
determined if these tax assets will be likely be used. All years from Inception,
including  those presented  below,  remain open tax years as the Company has not
undergone a tax audit.

The benefit for income taxes  relates to the  flow-through  shares  issued which
utilized  net  operating  losses  for income tax  reporting  purposes.  The flow
through  shares  generated  a current  income tax  benefit as  reflected  in the
accompanying  statements  of  operations  and  comprehensive  loss; no provision
(benefit) for deferred income taxes was recorded.

Subsequent  to November  2010,  and for the  foreseeable  future,  the Company's
Canadian  combined  federal  and  provincial  income tax rate is 26.5%,  because
ecoTECH  (Canada)  ceased  to  be  a  Canadian  Controlled  Private  Corporation
("CCPC"). Prior to November 12, 2010 ecoTECH Canada was eligible for the reduced
CCPC  income tax rate of 13.5%.  Applicable  statutory  income tax rates for the
Company's  operations in the United States are estimated at 34% for  calculation
purposes.

Deferred  income taxes arise from temporary  differences  in the  recognition of
income and expenses for  financial  reporting  and tax  purposes.  The Company's
deferred tax assets consist primarily of net operating loss carry forwards since
Inception.  For federal tax purposes this carry forward expires in twenty years,
beginning in 2027. A full  valuation  allowance has been placed on the Company's
deferred tax assets as it cannot be  determined  if the assets will be likely be
used. All years from Inception, including those presented below, remain open for
examination and there are no ongoing examinations.








                                       43
<PAGE>


ecoTECH Energy Group Inc.
(A Development-Stage Company)
Notes to Consolidated Financial Statements
December 31, 2011


The significant components of future income tax assets are as follows:
<TABLE>
<CAPTION>

                                                                                              December 31,       December 31,
                                                                                                  2011               2010
<S>                                                                                      <C>                     <C>

Non-capital loss carry-forwards                                                               $   706,651         $  391,961
Property, plant and equipment                                                                      12,006             14,110
                                                                                         ---------------------------------------

Deferred tax assets                                                                               718,657            406,071

Valuation allowance - including applicable income tax rate change                                (718,657)          (406,071)
                                                                                         ---------------------------------------

Net deferred tax asset (liability)                                                         $           --         $       --
                                                                                         ---------------------------------------
</TABLE>

The Company has net operating loss carry-forwards as detailed below:
                                                               December 31,
                                                                   2011
Year of Expiration:
2027                                                           $    78,041
2028                                                               784,038
2029                                                               423,269
2030                                                               701,025
2031                                                               680,236
                                                          --------------------

Total                                                        $   2,666,609
                                                          --------------------

The  Company's  reconciliation  of the  statutory  income tax rate and effective
income tax rate for financial reporting purposes is as follows:

<TABLE>
<CAPTION>

                                                                                              Year Ended         Year Ended
                                                                                             December 31,      December 31,
                                                                                                  2011              2010
<S>                                                                                      <C>                    <C>

Income tax benefit at combined statutory rates of 26.5% (2010 - 13.5%)                         $1,306,223         $2,596,444
Stock-based compensation                                                                         (890,305)        (2,399,531)
Change in valuation allowance                                                                    (312,586)          (218,950)
Other                                                                                             (68,685)            39,510
                                                                                         ---------------------------------------

Total                                                                                        $     34,647       $     17,473
                                                                                         ---------------------------------------
</TABLE>





                                       44
<PAGE>

ecoTECH Energy Group Inc.
(A Development-Stage Company)
Notes to Consolidated Financial Statements
December 31, 2011


NOTE 14 - SUBSEQUENT EVENTS

Stock to be issued

In February  2012,  the Company  raised $1,006  through the sale of 3,211 common
shares for cash at $0.31 per share, less commission of $151.

In March  2012,  the Company  raised  $6,263  through the sale of 25,445  common
shares for cash at $0.25 per share, less commissions of $939.

The  issuance  of  these  common  shares  have  been  approved  by the  Board of
Directors,  however the shares are not considered to be "issued and outstanding"
until they have been formally registered and issued by our transfer agent.
























                                       45
<PAGE>




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

None

ITEM 9A. CONTROLS AND PROCEDURES

Management's Evaluation of Disclosure Controls and Procedures

Our management,  with the participation of our principal executive and financial
officers,  has  evaluated  the  effectiveness  of our  disclosure  controls  and
procedures  in ensuring  that the  information  required to be  disclosed in our
filings  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,  including ensuring that
such information is accumulated and communicated to management as appropriate to
allow timely decisions regarding required disclosure.  Based on such evaluation,
our  principal  executive  and  financial  officers  have  concluded  that  such
disclosure  controls and  procedures  were not effective as of December 31, 2011
(the end of the period covered by this Annual Report on Form 10-K).

Management's Annual Report on Internal Control Over Financial Reporting

The management of the Company is responsible  for  establishing  and maintaining
adequate internal control over financial reporting. The internal control process
has been  designed,  under our  supervision,  to  provide  reasonable  assurance
regarding the  reliability  of financial  reporting and the  preparation  of the
Company's  financial  statements for external  reporting  purposes in accordance
with accounting principles generally accepted in the United States of America.

Management  conducted  an  assessment  of the  effectiveness  of  the  Company's
internal control over financial reporting as of December 31, 2011, including (i)
the control environment,  (ii) risk assessment,  (iii) control activities,  (iv)
information and  communication,  and (v)  monitoring,  based on the framework in
Internal Control - Integrated  Framework,  issued by the Committee of Sponsoring
Organizations  of the  Treadway  Commission  ("COSO").  As of December 31, 2011,
management has  determined  that the Company's  internal  control over financial
reporting as of December  31, 2011 was not  effective,  as more fully  described
below.  This was due to the size of the deficiencies  that existed in the design
or operation of our internal  control over  financial  reporting  that adversely
affected  our  internal  controls  and that  may be  considered  to be  material
weaknesses.  The matters  involving  internal  controls and procedures  that the
Company's management considered to be material weaknesses under the standards of
the Public Company  Accounting  Oversight  Board were: (1) lack of formal review
process for our financial information and related disclosures;  (2) insufficient
written  policies and procedures  for  accounting  and financial  reporting with
respect  to the  requirements  and  application  of US GAAP  and SEC  disclosure
requirements;  (3)  inadequate  segregation  of duties  consistent  with control
objectives; and (4) lack of policies and procedures relating to issuances of our
common stock.  The  aforementioned  material  weaknesses  were identified by the
Company's Chief Financial Officer in connection with the review of our financial
statements as December 31, 2011 and  communicated the matters to our management.
Management  believes that the material weaknesses set forth above did not affect
the Company's financial results.

Management believes that preparing and implementing  sufficient written policies
and checklists will remedy the following  material  weaknesses (i)  insufficient
written  policies and procedures  for  accounting  and financial  reporting with
respect  to the  requirements  and  application  of US GAAP  and SEC  disclosure
requirements;  and (ii) ineffective controls over period end financial close and
reporting processes.  Further, management believes that the hiring of additional
personnel  who have the technical  expertise  and  knowledge  will result proper
segregation  of  duties  and  provide  more  checks  and  balances   within  the
department.  Additional personnel will also provide the cross training needed to
support the Company if personnel turn over issues within the  department  occur.
This coupled with the appointment of additional  outside  directors will greatly
decrease  any control and  procedure  issues the  company may  encounter  in the
future.

As is the case with many  companies  of similar  size,  we  currently  a lack of
segregation of duties in the accounting department.  Until our operations expand
and additional cash flow is generated from operations, a complete segregation of
duties within our accounting function will not be possible.

All  internal  control  systems,  no matter  how well  designed,  have  inherent
limitations.  Therefore,  even those  systems  determined  to be  effective  can
provide  only   reasonable   assurance  with  respect  to  financial   statement

                                       46
<PAGE>

preparations  and  presentations.   Also,   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.

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

Changes in Internal Control Over Financial Reporting

During the year  ended December 31, 2011,  there were no  significant changes in
our internal  controls over financial  reporting,  as defined in Rules 13a-15(f)
and  15d-15(f)   under  the  Exchange  Act,  or  in  other  factors  that  could
significantly affect these controls subsequent to the evaluation date.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

The following  table sets forth the names,  ages, and positions of the Company's
executive  officers and directors as of March 31, 2011.  Executive  officers are
elected  annually by the Company's  Board of Directors.  Each executive  officer
holds his office until he resigns,  is removed by the Board, or his successor is
elected  and  qualified.   Directors  are  elected  annually  by  the  Company's
shareholders  at the annual  meeting.  Each director  holds his office until his
successor  is elected and  qualified  or his until his  successor is elected and
qualified  or his  earlier  resignation  or  removal.  All of our  officers  and
directors were elected or appointed on November 12, 2010 except Mr. Eugster, who
was appointed on December 16, 2011.

NAME                      AGE    POSITION
----------------------    ---    -----------------------------------------------

C. Victor Hall            66     Chairman, Chief Executive Officer
Rolf A. Eugster           59     Chief Financial Officer
Stuart Mason              50     Chief Operating Officer
John Matthews             67     Executive Vice President, Engineering and
                                 Director
Terence J. Ferguson       58     Executive Vice President, Business Development
                                 and Director
Anne Sanders              54     Executive Vice President, Administration,
                                 Company Secretary and Director

Biographical Information

The  following  summarizes  the  occupation  and  business  experience  for  the
Company's officers, directors, and key employees

C. Victor Hall, Chairman, Chief Executive Officer. Mr. Hall was appointed as our
Chairman  and Chief  Executive  Officer on November 12, 2010 upon closing of the
Acquisition.  From 2007  until the  closing  of the  Acquisition,  Mr.  Hall was
employed by ecoTECH (Canada) as its Chief Executive Officer. From 2001-2007, Mr.
Hall was employed as an officer of ecoTECH Waste Management Systems (1991) Inc.

Rolf A. Eugster, C.A., Chief Financial Officer: Mr. Eugster was appointed as the
Chief Financial Officer on December 16, 2011. From 2004 through 2011 Mr. Eugster
was  employed  by Bell  Canada Inc.  While with Bell  Canada  Inc.,  he held the
following positions:  Special Project Consultant 2010 - 2011, Director Financial
Reporting and Analysis 2007 - 2009,  Associate  Director  Reporting and Analysis
2004 - 2007.

Stuart  Mason,  Chief  Operating  Officer.  Mr. Mason was appointed as our Chief
Operating Officer in November 2010. From 2003 to 2010, Mr. Mason was employed as
a Technical Logistics Specialist for Catalyst Pater Corp.

                                       47
<PAGE>

John Matthews, Executive Vice President,  Engineering and Director .Mr. Matthews
was appointed as our Executive Vice President,  Engineering and as a Director in
connection with the consummation of the Acquisition. From 2007 until the closing
of the  Acquisition,  Mr.  Matthews  was  employed  by ecoTECH  (Canada)  as its
Executive  Vice-President.  From  2001-2007,  Mr.  Matthews  was  employed as an
officer of ecoTECH Waste Management Systems (1991) Inc.

Terence  J.  Ferguson,  Executive  Vice  President,   Business  Development  and
Director.  Mr. Ferguson was appointed as our Executive Vice President,  Business
Development  and as a  Director  in  connection  with  the  consummation  of the
Acquisition.  From 2007 until the closing of the  Acquisition,  Mr. Ferguson was
employed by ecoTECH (Canada) as its Executive

Anne Sanders,  Executive Vice President  Administration,  Company  Secretary and
Director. Ms. Sanders was appointed as our Vice President, Administration and as
a Director in connection  with the  consummation of the  Acquisition.  From 2007
until the  closing of the  Acquisition,  Ms.  Sanders  was  employed  by ecoTECH
(Canada) as its Vice-President.  From 2001-2007,  Ms. Sanders was employed as an
officer of ecoTECH Waste Management Systems (1991) Inc.

Involvement in Certain Legal Proceedings

None of our directors or executive officers has, during the past five years:

     o   been  convicted in a criminal  proceeding  or been subject to a pending
         criminal  proceeding  (excluding  traffic  violations  and other  minor
         offences);

     o   been  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,  futures,
         commodities or banking activities;

     o   been found by a court of competent  jurisdiction  (in a civil  action),
         the Securities and Exchange 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; or

     o   has had any  bankruptcy  petition  filed by or against any  business of
         which he was a general partner or executive officer, either at the time
         of the bankruptcy or within two years prior to that time.


Family Relationships

There are no family relationships among the individuals  comprising our board of
directors, management and other key personnel.

Board Committees

The Board  intends to  appoint  such  persons  and form such  committees  as are
required to meet the corporate  governance  requirements imposed by the national
securities exchanges. Therefore, we intend that a majority of our directors will
eventually be independent directors and at least one director will qualify as an
"audit  committee  financial  expert."  Additionally,  the Board is  expected to
appoint an audit committee, nominating committee and compensation committee, and
to adopt charters relative to each such committee.  Until further  determination
by the Board,  the full Board will undertake the duties of the audit  committee,
compensation  committee  and  nominating  committee.  Our CFO,  Rolf A. Eugster,
Chartered Accountant, is our Chief Financial Officer and serves as an advisor to
the Board of Directors.

Code of Ethics

The  Company has  implemented  a Code of Conduct and A Code of Ethics for Senior
Management,  which are both  located on our website  www.ecotechenergygroup.com.
The Company's management intends to promote honest and ethical conduct, full and
fair  disclosure  in our  reports to the SEC,  and  compliance  with  applicable
governmental laws and regulations.  We believe our codes are reasonably designed
to deter wrongdoing and promote honest and ethical conduct;  provide full, fair,
accurate,  timely and understandable  disclosure in public reports;  comply with

                                       48
<PAGE>

applicable  laws;  ensure  prompt  internal  reporting of code  violations;  and
provide accountability for adherence to the codes. We will provide to any person
without  charge,  upon  request,  a copy of our code of ethics.  Requests may be
directed to our principal  executive  offices at 800 Fifth  Avenue,  Suite 4100,
Seattle, Washington 98104.

Director Independence

Our Board of Directors has determined  that currently none of it members qualify
as  "independent"  as  the  term  is  used  in  Item  407 of  Regulation  S-B as
promulgated by the SEC and in the listing  standards of The Nasdaq Stock Market,
Inc. -  Marketplace  Rule 4200.  The chairman of the board is also an officer of
the Company. The Company plans to appoint an outside director in the future.

Section 16(a) Beneficial Ownership Reporting Compliance

Section  16(a) of the  Securities  Exchange  Act of 1934,  as amended,  requires
directors,  executive  officers,  and stockholders  holding more than 10% of any
class of equity security  registered under Section 12 of the Securities Exchange
Act, of 1934, as amended,  to file with the Securities  and Exchange  Commission
initial  reports of ownership and reports of changes in beneficial  ownership of
our  common  stock.   Executive   officers,   directors   and   greater-than-10%
stockholders  are required by SEC  regulations  to furnish us with copies of all
Section 16(a) reports they file. To our knowledge, based solely on review of the
copies of such reports  furnished to us for the period ended  December 31, 2010,
all  Section  16(a)  reports  required  to be filed by our  executive  officers,
directors, and greater-than-10% stockholders were filed on a timely basis.


ITEM 11. EXECUTIVE COMPENSATION

The  following  table sets forth the  compensation  paid to our Chief  Executive
Officer  and its other  executive  officers  ("Named  Executive  Officers")  for
services rendered during the years ended December 31, 2011 and 2010.

<TABLE>
<CAPTION>

                                   Summary Compensation Table
-----------------------------------------------------------------------------------------------------------
                                                                      Option
                                                        Stock         Awards    All Other
Name and Position       Year    Salary (1)      Bonus   Awards ($)      ($)     Compensation    Total ($)
-----------------------------------------------------------------------------------------------------------
<S>                      <C>     <C>             <C>     <C>              <C>    <C>             <C>

C. Victor Hall           2011    $198,277 (2)        -   $         -        -    $ 16,385 (4)    $   214,662
Chief Executive Officer  2010    $145,605 (2)        -   $ 8,960,000 (3)    -    $  2,400 (4)    $ 9,108,005

Erick Odeen              2011    $ 64,000 (12)       -   $         -        -    $  4,400 (4)    $    68,400
Chief Financial Officer
Feb 2009 to May 2011     2010    $125,000 (12)       -   $    64,000 (13)   -    $  2,000 (4)    $   191,000

Rolf A. Eugster          2011      15,171 (14)       -   $   170,000 (16)   -    $  1,517 (4)    $   186,688
Chief Financial Officer
(since December 2011)    2010          -             -   $         -        -    $     -         $        -

Stuart Mason             2011    $120,168 (5)        -   $    300,000 (15)  -    $ 12,137 (4)    $   432,305
Chief Operation Officer
(since November 2010)    2010    $ 19,414 (5)        -   $      8,159       -    $  2,000 (4)    $    29,573

John Matthews            2011    $108,151 (8)        -   $          -       -    $ 11,529        $   119,680
Executive Vice President 2010    $ 93,187 (8)        -   $  1,920,000 (9)   -    $  1,800 (4)    $ 2,014,987

Terence J. Ferguson      2011    $108,151 (6)        -   $          -       -    $ 11,530 (4)    $   119,681
Executive Vice President 2010    $ 93,187 (6)        -   $  1,920,000 (7)   -    $  1,800 (4)    $ 2,014,987

Anne Sanders             2011    $108,151 (10)       -   $          -       -    $ 10,923 (4)    $   119,074
Executive Vice President 2010    $ 93,187 (10)       -   $  2,560,000 (11)  -    $  1,800 (4)    $ 2,654,987
</TABLE>


Mr. Hall's salary during the period above was CAD$15,000  month.  Mr.  Matthews,
Mr. Ferguson and Ms.  Sanders'  salaries during the periods above was CAD$8,000.
The amounts  set forth in table have been  adjusted to reflect $US for each such
period.  Effective  July 1, 2011,  Mr. Hall's salary was increased to CAD$18,000

                                       49
<PAGE>

per  month  and Mr.  Matthews,  Mr.  Ferguson  and Ms.  Sanders'  salaries  were
increased to CAD$10,000.

     (1)  $778,353  and  $581,380  has been  accrued  but not paid for the years
          ended December 31, 2011 and 2010, respectively.

     (2)  $198,277  and  $145,605  has been  accrued  but not paid for the years
          ended December 31, 2011 and 2010, respectively.

     (3)  28,000,000  shares of our  common  stock  were  issued to Mr.  Hall in
          January 2010.  The value  represents the  compensation  costs of stock
          issuances for financial reporting purposes for the year under ASC 718.

     (4)  Represents amount allocated for a car allowance.

     (5)  $120,168 and $19,414 has been accrued but not paid for the years ended
          December 31, 2011 and 2010, respectively.

     (6)  $108,151 and $90,187 has been accrued but not paid for the years ended
          December 31, 2011 and 2010, respectively.

     (7)  6,000,000  shares of our common  stock were issued to Mr.  Ferguson in
          January 2010.  The value  represents the  compensation  costs of stock
          issuances for financial reporting purposes for the year under ASC 718.

     (8)  $108,151 and $93,187 has been accrued but not paid for the years ended
          December 31, 2011 and 2010, respectively.

     (9)  6,000,000  shares of our common  stock were issued to Mr.  Matthews in
          January 2010.  The value  represents the  compensation  costs of stock
          issuances for financial reporting purposes for the year under ASC 718.

     (10) $108,151 and $93,187 has been accrued but not paid for the years ended
          December 31, 2011 and 2010, respectively.

     (11) 8,000,000  shares of our common  stock were  issued to Ms.  Sanders in
          January  2010  and  2009,  respectively.   The  value  represents  the
          compensation costs of stock issuances for financial reporting purposes
          for the year under ASC 718.

     (12) $64,000  and  $125,000  have been  accrued  but not paid for the years
          ended December 31, 2011and 2010. The value represents the compensation
          costs of stock issuances for financial reporting purposes for the year
          under ASC 718.

     (13) 1,600,000  shares of our common stock were issued to Mr. Odeen for the
          year ended  December 31, 2010. The value  represents the  compensation
          costs of stock issuances for financial reporting purposes for the year
          under ASC 718.  This  amount does not  include  issuance of  5,400,000
          shares of  ecoTECH  (Canada)  Class A common  shares  to Mr.  Odeen in
          satisfaction of $42,000 in consulting  services  rendered from July 1,
          2010 through  August 31, 2010.  The fair market value of these shares,
          based on $0.32 per share, was $1,728,000.

     (14) $15,171 has been accrued but not paid for the year ended  December 31,
          2011.

     (15) 750,000  shares of common  stock were issued to Mr. Mason for the year
          ended December 31, 2011. The value represents the  compensation  costs
          of stock issuances for financial reporting purposes for the year under
          ASC 718.

     (16) 500,000 shares of common stock were issued to Mr. Eugster for the year
          ended December 31, 2011. The value represents the  compensation  costs
          of stock issuances for financial reporting purposes for the year under
          ASC 718.


Director Compensation

None of our directors received any compensation for services as directors during
the year ended December 31, 2011.

Outstanding Equity Awards at Fiscal-Year End

There were no outstanding equity awards at the end of our last fiscal year.



                                       50
<PAGE>

Potential Payments upon Termination

None.

Employment Agreements

We do not have any employment  agreements with any of our executive  officers or
directors.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain  information  known to us with respect to
the beneficial  ownership (as defined in Instruction 4 to Item 403 of Regulation
S-K under the Securities  Exchange Act of 1934) of our common stock  immediately
following the  completion of the  Acquisition by (i) each person who is known by
us to be the  beneficial  owner  of more  than  5% of any  class  of our  voting
securities,  (ii) each of our directors and named executive officers,  and (iii)
all of our  executive  officers and  directors  as a group.  Except as otherwise
listed  below,  the  address of each  person is 800 Fifth  Avenue,  Suite  4100,
Seattle, Washington 98104.

                                           Number of Shares         Percentage
Name and Address (3)                    Beneficially Owned (1)       Owned (2)
----------------------------------      ----------------------      ----------

Directors and Officers:

C. Victor Hall                          49,033,929                   24.1
Anne Sanders                            15,189,732                   7.47
John Matthews                           11,189,732                   5.50
Terence J. Ferguson                     10,689,732                   5.25
Stuart Mason                             1,343,750                   0.66
Rolf A. Eugster                            500,000                   0.25

(1) Beneficial  ownership is determined in accordance  with the rules of the SEC
and generally  includes  voting or investment  power with respect to securities.
Shares of common stock subject to options and warrants which are  exercisable or
convertible at or within 60 days of March 30, 2012, the date of the  Acquisition
are deemed  outstanding  for computing the percentage of the person holding such
option or warrant but are not deemed outstanding for computing the percentage of
any other person.  The indication  herein that shares are beneficially  owned is
not an admission on the part of the listed  stockholder that he, she or it is or
will be a direct or indirect beneficial owner of those shares.

(2) Based upon  203,434,640  shares of common stock issued or to be issued as at
March 30, 2012.

(3) The address is 800 Fifth Avenue, Suite 4100, Seattle Washington, 98104.


ITEM  13.  CERTAIN   RELATIONSHIPS  AND  RELATED   TRANSACTIONS,   AND  DIRECTOR
INDEPENDENCE

There were no  extraordinary  transactions  during 2011 or the first 3 months of
2012.

Director Independence

For our description of director independence,  see "Director Independence" under
the section entitled "Directors,  Executive Officers, Promoters, Control Persons
and  Corporate  Governance;  Compliance  with Section 16(a) of the Exchange Act"
above.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

On May 22, 2009, the Company engaged dbbmckennon,  Certified Public Accountants,
as their independent certified public accountants.

The aggregate  fees billed for the most recently  completed  year ended December
31,  2011 and for the year ended  December  31, 2010 for  professional  services
rendered  by the  principal  accountant  for the audit of our  annual  financial
statements and review of the consolidated  financial  statements included in our


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<PAGE>

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 approximately as follows:

                                            Year Ended          Year Ended
                                         December 31, 2011   December 31 2010

  Audit Fees                                   $      61,000      $    32,900
  Audit Related Services Fees                             --           41,000
  Tax Fees                                                --            1,000
                                            -----------------------------------

  Total                                         $     61,000      $    74,900
                                            -----------------------------------

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

We have filed the following documents Item 8 of this Annual Report on Form 10-K:

<TABLE>
<CAPTION>

1.       Financial Statements

<S>                                                                                   <C>
              Report of Independent Registered Public Accounting Firm                 18

              Financial Statements

                Consolidated Statements of Operations and Comprehensive Loss:         19

                Consolidated Balance Sheets                                           20

                Consolidated Statements of Cash Flows                                 21

                Consolidated Changes in Stockholders' Deficit                         22-24

              Notes to Consolidated Financial Statements                              25-42
</TABLE>


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

2.1 Business Combination Agreement dated as of November 12, 2010 by and among
Sea 2 Sky Corporation,  ecoTECH Energy Group (Canada) Inc. and 7697112 Canada
Corp.,  attached as an  exhibit to our Current Report on  Form 8-K filed with
the SEC on November 12, 2010 and incorporated by reference herein.

3.1 Articles of ecoTECH Energy Group (Canada) Inc., attached as an exhibit to
our Current  Report on  Form 8-K filed  with the SEC on November 12, 2010 and
incorporated by reference herein.

3.2 Bylaws of ecoTECH  Energy Group (Canada) Inc.,  attached as an exhibit to
our Current Report on  Form 8-K filed  with the SEC on  November 12, 2010 and
incorporated by reference herein.

3.3 Articles of Amalgamation attached as an exhibit  to our Current Report on
Form  8-K  filed  with  the  SEC on  November 12,  2010 and  incorporated  by
reference herein.

10.1 Lease  dated  February 29, 2008,  attached as an  exhibit to our Current
Report on Form 8-K filed  with the SEC on November  12, 2010 and incorporated
by reference herein.

10.2 Buy/Sell  Supply  Agreement  dated  May 7, 2010   between  ecoTECH   and
Putersultants, attached as an exhibit to our Current Report on Form 8-K filed
with the SEC on November 12, 2010 and incorporated by reference herein.

10.3 Equipment Purchase Agreement dated  December 7, 2011 between ecoTECH and
Overwaitea,  attached as an  exhibit to our  Current Report on Form 8-K filed
with the  SEC on January 3, 2012 and incorporated by reference herein.

22.1 Subsidiaries, previously filed on Form 10-K for year  ended December 31,
2011 filed April 17, 2012


31.1     Certification of C. Victor Hall pursuant to Rule 13a-14(a), filed
         herewith.

31.2     Certification of Rolf A. Eugster pursuant to Rule 13a-14(a), filed
         herewith.

32.1     Certification of C. Victor Hall pursuant to 18 U.S.C Section 1350, as
         adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
         filed herewith

32.2     Certification of Rolf A. Eugster pursuant to 18 U.S.C Section 1350, as
         adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
         filed herewith.

101.INS  XBRL Instance Document                                   Filed Herewith
101.SCH  XBRL Taxonomy Extension Schema Document                  Filed Herewith
101.CAL  XBRL Taxonomy Extension Calculation Linkbase Document    Filed Herewith
101.DEF  XBRL Taxonomy Extension Definition Linkbase Document     Filed Herewith
101.LAB  XBRL Taxonomy Extension Label Linkbase Document          Filed Herewith
101.PRE  XBRL Taxonomy Extension Presentation Linkbase Document   Filed Herewith


                                       52
<PAGE>


                                   SIGNATURES



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



                                        ecoTECH Energy Group Inc.



Date: August 22, 2012



                                        By:  /s/ C. Victor Hall
                                             -------------------------------
                                                 C. Victor Hall
                                                 Chief Executive Officer
                                                 (principal executive officer)





                                        By:  /s/ Rolf A. Eugster
                                             -------------------------------
                                                 Rolf A. Eugster
                                                 Chief Financial Officer
                                                 (principal accounting officer)





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

Signatures                      Title                           Date
--------------------------------------------------------------------------------

/s/ C. Victor Hall      Chief Executive Officer and Director    August 22, 2012
--------------------    (principal executive officer)
C. Victor Hall

/s/ Rolf A. Eugster     Chief Financial Officer and Director    August 22, 2012
--------------------    (principal financial and accounting
Rolf A. Eugster         officer)

/s/ Anne Sanders        Executive Vice President and Director   August 22, 2012
--------------------
Anne Sanders












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