UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K


(Mark
One)


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





For
the fiscal year ended August 31, 2010





OR





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





For the
transition period from __________ to ______________





Commission
File Number333-138989











Sea 2 Sky
Corporation


Nevada
                  
                  98-0479847State
      or other jurisdiction of
                  
                  (I.R.S.
      Employerincorporation
      or organization
                  
                  Identification
      No.)


800 Fifth
Street, Ste. 4100, Seattle, WA  98104


Registrant’s
telephone number, including area code:  1 (877) 732-2759





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




Title
      of each class
              Name
      of each exchange on which registeredCommon
      Stock, par value $0.001 per share
              OTCBB




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 ̈  Noþ




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 ̈  Noþ




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.  Yesþ
 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 (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).  Yes ̈  No x





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See 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 companyþ




Indicate
by check mark whether registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act).  Yes ̈ Noþ




As of
November 22, 2010, the registrant had 191,189,478 shares of its common stock
issued and outstanding. The aggregate market value of the common stock held by
non-affiliates of the Registrant, computed by reference to the $0.31 closing
price as of November 19, 2010, was approximately $59,269,000





Authorized
share capital of the registrant: 225,000,000 common shares, par value of
$0.001.  The Registrant has no non-voting stock.




Documents
incorporated by reference:  None





TABLE OF CONTENTS




PART
      IITEM
      1.
                      
                      Business
                      
                      3ITEM
      1A.
                      
                      Risk
      Factors
                      
                      8ITEM
      1B.
                      
                      Unresolved
      Staff Comments
                      
                      10ITEM
      2.
                      
                      Properties
                      
                      10ITEM
      3.
                      
                      Legal
      Proceedings
                      
                      10ITEM
      4.
                      
                      Submission
      Of Matters To a Vote Of Securities Holders
                      
                      10PART
      IIITEM
      5.
                      
                      Market
      For Registrant's Common Equity, Related Stockholder Matters And Issuer
      Purchases Of Equity Securities
                      
                      11ITEM
      6.
                      
                      Selected
      Financial Data
                      
                      12ITEM
      7.
                      
                      Management’s
      Discussion And Analysis Of Financial Condition And Results Of
      Operation
                      
                      12ITEM
      7A
                      
                      Quantitative
      And Qualitative Disclosures About Market Risk
                      
                      16ITEM
      8.
                      
                      Financial
      Statements
                      
                      F-1ITEM
      9.
                      
                      Changes
      In And Disagreements With Accountants On Accounting And Financial
      Disclosure
                      
                      17ITEM
      9A.
                      
                      Controls
      And Procedures (ITEM 9A(T))
                      
                      17ITEM
      9B.
                      
                      Other
      Information
                      
                      17PART
      IIIITEM
      10.
                      
                      Directors,
      Executive Officers And Corporate Governance
                      
                      18ITEM
      11.
                      
                      Executive
      Compensation
                      
                      19ITEM
      12.
                      
                      Security
      Ownership Of Certain Beneficial Owners And Management And Related
      Stockholder Matters
                      
                      20ITEM
      13.
                      
                      Certain
      Relationships And Related Transactions, And Director
      Independence
                      
                      20ITEM
      14.
                      
                      Principal
      Accounting Fees And Services
                      
                      21PART
      IVITEM
      15.
                      
                      Exhibits,
      Financial Statements Schedules
                      
                      22SIGNATURES
                      
                      
                      
                      22





CERTIFICATION
PURSUANT TO SECTION 302 (A) OF THE SARBANES-OXLEY ACT OF 2002




CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002


2


Information
Relating to Forward-Looking Statements





This
Annual Report on Form 10-K contains forward-looking statements within the
meaning of the Securities Exchange Act of 1934, which are subject to risks,
uncertainties and assumptions that are difficult to predict. All statements in
this Annual Report on Form 10-K, other than statements of historical fact,
are forward-looking statements. These forward-looking statements are made
pursuant to safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. The forward-looking statements include statements, among other
things, concerning our business strategy, including anticipated trends and
developments in and management plans for, our business and the markets in which
we operate; future financial results, operating results, revenues, gross margin,
operating expenses, products, projected costs and capital expenditures; research
and development programs; sales and marketing initiatives; and competition. In
some cases, you can identify these statements by forward-looking words, such as
"estimate", "expect", "anticipate", "project", "plan", "intend", "believe",
"forecast", "foresee", "likely", "may", "should", "goal", "target", "might",
"will", "could", "predict" and "continue", the negative or plural of these words
and other comparable terminology. These statements are not guarantees of future
performance and are subject to risks, uncertainties, potentially inaccurate
assumptions, and other factors, some of which are beyond our control and
difficult to predict. If known or unknown risks materialize, or should
underlying assumptions prove inaccurate, our actual results could differ
materially from past results and from those expressed in the forward-looking
statements. Important factors that could cause our actual results to differ
materially from those expressed in our forward-looking statements are described
in "Item 1A—Risk Factors" in this Annual Report on Form 10-K. From
time to time, we also provide forward-looking statements in other materials we
release to the public and in oral statements made by authorized
officers.




The
forward-looking statements are only predictions based on our current
expectations and our projections about future events. All forward-looking
statements included in this Annual Report on Form 10-K are based upon
information available to us as of the filing date of this Annual Report on
Form 10-K. You should not place undue reliance on these forward-looking
statements. We undertake no obligation to publicly update forward-looking
statements, whether as a result of new information, future events or otherwise,
except as required by law. These forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause our actual
results, levels of activity, performance, or achievements to differ materially
from those expressed or implied by these statements. These factors include the
matters discussed in the section entitled "Item 1A—Risk Factors" and
elsewhere in this Annual Report on Form 10-K. You should carefully consider
the risks and uncertainties described under this section.




Investors
are advised to consult any further disclosures we make on related subjects in
our 10-Q and 8-K reports filed with the Securities and Exchange Commission (the
"SEC").




ITEM
1. DESCRIPTION OF BUSINESS




As used
in this annual report, “we”, “us”, “our”, “Sea 2 Sky”, or “Company” refers to
Sea 2 Sky Corporation.




COMPANY
HISTORY




Our
Company




Sea 2 Sky
Corporation (or “Sea 2 Sky”, the “Company”) is a development-stage company which
intends to obtain sources of biomass supply streams and convert them into "green
or alternative fuel energy" products. We intend to focus on creating sustainable
and environmentally responsible alternative energy products from underutilized
resources, responding to a global market demand for a viable option to reduce
the world's climate "greenhouse effect" and the dependence on fossil
fuel.




Organization
and Business




Sea 2 Sky
Corporation (“Sea 2 Sky” or the “Company”) is a development-stage renewable
bio-energy company headquartered in Seattle, Washington. The Company’s primary
focus is to deliver alternative energy solutions globally to Fortune 1000
companies, Government agencies and Countries around the globe. Sea 2 Sky intends
to manufacture torrified biomass and related energy products for industrial use
in North America and Western Europe as a fuel and energy source. Sea 2 Sky plans
to obtain and apply this torrefaction technology to increase the energy
output in biomass products and to provide a coal-like product with significant
environmental advantages. Torrefaction is a scientifically proven method for
improving the properties of biomass as a fuel. The end result of torrified
biomass is the formation of solid products that retain approximately 70% of
their initial weight and 90% of the original energy content and can be co-fired
in existing coal factories in pulverized coal boilers.




The
Company was incorporated in the state of Nevada, on November 16,
2005.  The Company was initially established to provide travel related
services to tourists in Canada and other countries.  Due to an
economic downturn, the Company abandoned its travel-related services during the
first half of fiscal year 2009.  As a result, results from operations
related to the travel business have been reclassified from current operations to
that of discontinued operations for proper financial
presentation.




Effective
March 1, 2009 (“Inception”), the Company transitioned from its initial business
focus to that of a world-wide renewable energy provider, and is entering an
emerging opportunity in the alternative fuel, biomass sector of the forest
industry. See Note 5 for discussion of change in control of the
Company.  The Company is currently seeking acquisition rights to biomass
supplies around the world so that it may begin the manufacturing and global
distribution of environmentally-friendly alternative fuel
sources.  Note that whereas in prior Form 10-Q and 10-K filings, the
term “Inception” represented the Company’s incorporation date of November 16,
2005; “Inception” as referred to in this and future Form 10-Q and Form10-K
filings will represent the date in which the Company changed its business focus
to that of an alternative energy provider (March 1, 2009).


3




On
February 11, 2010, the Company accepted the resignations of David J. Siebenga,
CEO and director; Doug Robertson, COO and director; and Henry James,
Chairman.  These individuals determined that it was in the best
interest of the Company and the Company’s shareholders to voluntary vacate these
positions so that new directors and key leaders could be hired to carry out the
Company’s business plan. Upon resignation, each individual returned eight (8)
million restricted shares of common stock to the Company treasury, without
consideration, for a total of 24 million shares
returned.  Furthermore, any and all accrued compensation and expenses
due these individuals was forgiven. Immediately subsequent to these
resignations, the Board appointed Erik Odeen, CFO, to assume the open position
of CEO of the Company.  See Current Report on Form 8-K filed with the
Securities and Exchange Commission on February 15, 2010.




On
November 9, 2010, Sea 2 Sky Corporation (the “Company” or “Sea 2 Sky”) entered
into a Plan of Merger and Reorganization Agreement (“Merger Agreement”), whereby
it has acquired 100% of the outstanding equity interests of ecoTECH Energy Group
(Canada), Inc. through the issuance of 110,606,239 shares of the Company’s
common stock.  Upon completion of the merger on November 12,
2010, ecoTECH became a wholly-owned subsidiary of the Company; however, due to
the exchange of common stock shares, ecoTECH assumed control of the
Company.




The
Company's fiscal year end is August 31st;
however, we changed our year end to December 31 upon the completion of the
acquisition of EEGI.




What
is Biomass




Prior to
the Industrial Revolution, woody biomass satisfied nearly all of mankind’s
energy needs.  Currently, one-seventh of total energy consumption is
from biomass which is the main energy resource for over 1.5 billion people in
the world.  Biomass energy is the only one which has both the property
of fossil fuel and characteristics which means that it can be stored, renewed
and transferred. It is less restricted by natural conditions.  Biomass
energy can be transferred to useful thermal energy, electrical energy and the
fuel as power by means of direct combustion, gasification and
liquidation.  High-grade combustible gas like CO, H2 and methane can
be formed by the gasification of biomass.  Bio-gas can be produced by
anaerobic digestion of biomass and liquid fuel using, for example,
thermalization, biochemistry, machinery and chemistry.  Biomass is the
most renewable energy resource in the world. Like a great solar chemical
industry plant, it spreads in plants all over land and water throughout the
world which transfer continuously solar energy into chemical energy which is
stored in the inner part of plants in the form of organic matter.




The
biomass energy resource has many advantages such as greater resource capacity,
lower price, less sulphur composition, less ash content and the feature of
renewability.  However, it also has some unfavorable aspects such as
higher water content, lower unit thermal output, large volume, decentralized
resource and unsuitable for collection, storage and
transportation.  These disadvantages can be overcome with proper
planning and application of technology.  Biomass resources can be used
efficiently.




About 120
billion tons of biomass, the energy capacity of which is five times the total
present energy consumption in the world, is formed each year by means of
photosynthesis.  But only 1% of the total energy capacity has been
used as energy.  It can supply about 14% of total energy consumption
in the world.




Declining
oil reserves, growing environmental awareness and political issues surrounding
fossil fuels have renewed the interest in and demand for our original source of
energy, biomass.  Through new technology, we are able to maximize the
energy output of biomass, particularly in the form of wood pellets and minimize
emissions which makes it economically and ecologically one of the most desirable
sources of energy.




In the
past it was not ecologically or economically viable to burn biomass. The
transportation of unprocessed biomass to the populated centers was too
expensive, and the high moisture content of firewood, as well as the inefficient
conversion of wood to energy in traditional wood stoves caused unacceptable
pollution. The solution to both problems is pellets. Because of their low
moisture contents and density, wood pellets burn at a very high heat with
minimal emissions.




Until
recently, processing wood, such as sawing and planing, produced waste in the
form of sawdust and shavings.  In the past, these piles of wood waste
were left to rot, releasing in the process carbon and methane gases into the
atmosphere and often causing contamination of the ground water.  In
the 1970's, an idea was born in North America to utilize this waste product for
the generation of energy.  Machinery was developed to take sawdust and
compress it into a pelletized form so that it could be conveniently and
effectively transported and burned in a controlled manner to produce heat and
electricity.




Cordwood,  wood  pellets,  wood  chips,  waste  paper,  along
with a dozen other agricultural  byproducts  capable of
being burned for heat,  are all examples of biomass that
is  renewable.  Given proper forest and agricultural
management, biomass is limitless, and has historically proven to be price stable
in the marketplace.  The environmental soundness of the fuel is that
it essentially turns waste products into energy and is in ample supply in the
areas hardest to reach with oil and gas.




Torrefaction
Technology




Torrefaction
is the thermo chemical treatment of biomass at 200 to 300 °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.


4


Typically,
70% of the mass is retained as a solid product, containing approximately 90% of
the initial energy content. The remaining 30% of the mass is converted into
torrefaction gases, but contains only approximately 10% of the energy content of
the biomass. Hence a considerable energy densification can be achieved,
typically by a factor of 1.3 on mass basis. This example points out one of the
fundamental advantages of the process, which is the high transition of the
chemical energy from the feedstock to the torrefied product, while concurrently
the fuel properties are improved.




In the
1930’s, the principles of torrefaction were first reported in relation to woody
biomass.  Research in France proved this application to produce a gassifier
fuel. Since then, the process received only attention again when it was
discovered that torrefied wood could be used as a reducing agent in metallurgic
applications. This led to a demonstration plant, which was operated during the
1980's, but was dismantled again in the beginning of the 1990's. During the
last five years, torrefaction has received new attention - now as pretreatment
technology to upgrade biomass for energy production chains (co-combustion and
gasification).




The key
property that makes torrefied biomass attractive for co-firing in existing
coal-fired power stations is its superior grind ability compared to untreated or
fresh biomass. After torrefaction biomass has lost its tenacious nature and
partly its fibrous structure. Through torrefaction, biomass becomes more alike
coal and so its size reduction characteristics. Torrefied biomass is more
brittle of nature compared the biomass it was derived from. This is crucial for
establishing the desired grind ability, allowing torrefied biomass to run
simultaneously with coal in existing coal-fired facilities.




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
pellets can be greatly increased.  Sea 2 Sky plans to apply
torrefaction technology to increase the energy output in biomass products and to
provide a coal-like product with significant environmental
advantages.




Torrefaction
is a scientifically proven method for improving the properties of biomass
as a fuel. The 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.




●
            Currently,
      the Company has been working with various technology companies which have
      created and piloted advanced torrefaction processes which can be used to
      alter the chemical characteristics of wood, retaining increased amounts of
      stored energy and providing an environmentally-friendly bio-mass base for
      creating various streams of energy.




MARKET
& INDUSTRY




Studies
show that fossil fuels such as coal, oil and natural gas are used to generate
over 60% of the world’s electricity. However, a variety of factors are
contributing to the increasing development of renewable energy systems that
capture energy from replenishable natural resources, including wind, sunlight,
and especially biomass, and convert it into electricity.




Global
demand for electric power is expected to grow at a an average rate of almost 3%
per year, which mean that the current demand will double during the next 20
years to approximately 30 trillion megawatts, according to the Energy
Information Administration (“EIA”). While in 2008, biomass renewable energy
accounted for less than 4% of energy sources used in the US, the EIA forecasts
that the renewable energy generating capacity and generation from wood and other
biomass will increase on average by 5.2% and 8.1% annually,
respectively.




The
biomass energy market is considerable in size internationally with Europe and
Asia having substantial multi-Billion dollar product requirements. The North
American market demand is vast and growing daily with increased pressure from
industry and governments to reduce energy waste and carbon emissions. One method
that is increasingly being evaluated and implemented is the use of wood pellets
both commercially and residentially to heat/cool and provide energy requirements
in a carbon- neutral manner. In addition the use of “carbon credits” is now
international in scope and provides many opportunities to the industry to become
socially responsible and reduce their "Carbon Footprint". With the Kyoto
Protocol framework in place and the United Nations Framework Convention on
Climate Change (UNFCCC) mandates and administration in effect, Sea 2 Sky is
committed to bringing ethical standards and production methods to this growing
market.




Factors
contributing to a global shift towards renewable energy sources
include:




●
            The
      cost of fossil fuel used to generate electricity has been generally rising
      and is likely to continue to rise in the
future.





●
            Many
      countries, including the U.S., depend on foreign resources for a majority
      of their domestic energy needs. Concerns over political and economic
      instability in some of the leading energy producing regions of the world
      are encouraging consuming countries to diversify their sources of
      energy.





●
            Environmental
      concerns regarding the by-products of fossil fuels have led many countries
      and several US states to agree to reduce emissions of carbon dioxide and
      other gases associated with the use of fossil fuels and to adopt policies
      promoting the development of cleaner
  technologies.





●
            Many
      countries have adopted policies to provide government incentives for the
      development and use of renewable energy sources, such as subsidies to
      encourage the commercialization of renewable energy power
      generation.





●
            In
      many parts of the world, the existing electricity infrastructure is
      insufficient to meet projected, and in some places existing, demand.
      Expansion of generating capacity from existing energy sources is
      frequently hindered by significant regulatory, political and economic
      constraints.


5


As a
result of these and other factors, the EIA projects that grid-connected
renewable generating capacity will continue to grow over the next
25 years.




Renewable
energy is on the top of the list of needs in many countries around the world.
There are constant discussions about peak oil, global warming and many political
issues affecting secure supply of affordable and environmentally-responsible
energy for the future. World events like the dispute over natural gas between
Russia and the Ukraine in early 2009, as well as the continuing uncertainty in
the Middle East have alerted us in the West to the fragility of our supply for
energy, while the need to devastate vast areas of the Arctic in order to extract
oil from the earth have highlighted the environmental toll of the continued
reliance on fossil fuels.




The world
is searching for alternatives.  While it will take a combination of
renewable energy options to reduce our total dependence on fossil fuel, biomass
represents the most readily available and cost effective one. The ability to
market our products internationally provides an exceptional opportunity for Sea
2 Sky to become a successful and financially-sound alternative energy
company.




PRODUCTS




Initially,
our plan was to focus on manufacturing and distributing densified biomass for
industrial use to co-generate the energy necessary to run and operate large
plants and for the needs required by utility companies.  With the
continuously evolving torrefaction technology, we have learned that this new
technology opens many new opportunities to further exploit the benefits of using
biomass (especially woody biomass) to generate energy products.




Torrefaction
is the thermo chemical treatment of biomass at 200 to 300 °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 –
some gaseous, others liquid. The final product is the remaining solid, which is
often referred to as torrefied biomass, or torrefied wood when produced from
woody biomass.  Torrefaction is a scientifically proven method for
improving the properties of biomass as a fuel and can potentially be applied to
a wide variety of biomass.




The
latest torrefaction technologies provide a means in which the resulting solids,
liquids and gases may be used to generate energy products. Some examples of
these are:




●
            Electricity – Through a
      gasification process, gases generated during torrefaction are harnessed
      and converted to electricity for direct grid application. Using biomass to
      produce electricity is 80 percent more efficient than transforming the
      biomass into biofuel. In addition, the electricity option would be twice
      as effective at reducing greenhouse-gas
  emissions.





●
            Activated Carbon –
      The torrefied biomass (or bio-carbon, bio-char) can be converted into
      “activated carbon”. Through its porous structure and large surface area,
      activated carbon is a traditional technology used to trap trace
      contaminants during air and water treatment.  Activated carbon
      from biomass allows us to produce renewable-environmental products that
      are in many ways superior to their fossil fuel-based competitor
      products.





●
            Charcoal (Torrefied) pellets
      – The torrefied biomass, also known as “Green Coal”, can also be
      converted via a chipper and pelletizer into torrefied pellets, which offer
      many conveniences for specific applications.  In
      Austria,  the leading  market for
      pellet  central  heating
      furnaces  (relative  to
      its  population),  it
      is  estimated  that 2/3 of all new
      domestic  heating  furnaces  are
      pellet  burners.  In Italy, a large market for
      automatically-fed pellet stoves has
developed.





●
            Wood Pellets (or “White
      Pellets”) – White pellets are the end product of pelletized woody
      biomass; no torrefaction process is involved.  These pellets
      have been most widely used as an alternative to oil-fired central heating
      via pellet-burning furnaces.  From its initial research,
      management believes that the marketplace for wood pellets is
      increasing.  Wood pellet biomass is the most accepted and most
      feasible source of this energy and demand for wood pellets in Europe is
      forecast to increase exponentially by
2020.





●
            Bio-char – Torrefied
      biomass has a remarkable ability to act as an agricultural catalyst. In
      this application, often called “terra preta,” the biocarbon is neither a
      nutrient nor a fertilizer yet it enhances plant growth by 30% to 300%.
      Even more remarkable, the carbon is not consumed, and thus has to be
      applied only once. The growth promotion takes place from the absorbent
      carbon acting as a slow-release agent for nutrients and fertilizers and/or
      host for soil microbes. The end result is more food production, while the
      biocarbon placed in the ground is sequestered and is now carbon
      negative.




COMPETITION




The basis
of our product offerings primarily relies upon the torrefaction technology we
plan to use.  Although this technology is not new, it has been
considered cost-prohibitive for energy production until currently.  As
a result, there are no public company manufacturers of torrefied bio-energy that
we are aware of.  Competition faced by the Company will include
existing energy technologies (coal burning, petroleum, etc.), other alternative
energy manufacturers such as solar and wind-powered energy providers, and those
manufacturers of wood pellets.




Although
there are many competitors who are selling wood pellets, manufacturers will face
continuing difficulty in finding a supply of wood product to convert to wood
pellets.  The steep decline in the North American housing market has
resulted in a decrease in the supply of wood fiber.  Cost of the
pellets has begun to rise as less wood by-products are being created due to the
slowing of the housing boom.


6


GOVERNMENT
MANDATES / REGULATIONS




In the
United States,  the current  administration has announced
plans to increase the use of renewable  biomass energy starting 2009
and the Department of Energy is issuing  over
$200  million  in  requests  from
industry  for small  biomass projects, and another $80
Billion for larger federal institutional procurement.




President
Obama has issued a mandate that 20% of the US energy needs to come from
renewable sources within 5 years and is ready to fund the research to do so.
Many states within the US have established their own benchmarks (California at
33%) to diversify their energy sources and offset carbon emissions.




The
European Union and other countries now legally mandate the use of biomass
sources of energy for domestic and industrial use. For example,  in
some regions of  Austria,  up to 80% of new
homes  already  use  biomass  for  heating,  and
the UK building code for sustainable housing mandates 100% of new homes by 2012
to use renewable  technologies.  Wood pellet biomass is the
most accepted and most feasible source of this energy and demand for wood
pellets in Europe is forecast to increase exponentially by 2020.




Each of
the member states of the EU has a country-specific target for the level of
consumption of electricity from renewable sources that it should attain by 2010.
The United Kingdom Renewables Obligation of April 2002 included a target of 10%
of electricity generation to come from renewable sources by 2010 and 15% by
2015, which will continue until 2027. Electricity suppliers that are unable to
otherwise meet their renewables obligation have to pay a buy-out price
(currently £0.033 per kilowatt hour) or purchase Renewables Obligation
Certificates from companies that generate electricity from renewable
resources.




SUBSIDIES
AND INCENTIVES




Several
governments have enacted subsidies and incentives designed to encourage the
development of renewable energy resources.  Under a tariff subsidy,
the government sets price subsidies to be paid to electricity producers for
renewable electricity generated by them. The prices are set above market rates
and may be differentiated based on system size or application. Under a renewable
portfolio standard, the government requires regulated utilities to supply a
portion of their total electricity in the form of renewable electricity. Some
programs further specify that a portion of the renewable energy quota must be
from a particular renewable energy source, although none have specific quotas
for wave energy. Several governments also facilitate low interest loans for
renewable energy systems, either through direct lending, credit enhancement or
other programs.




In 2008,
the US enacted the Energy Improvement and Extension Act of 2008, a bill which
enables owners of biomass facilities in the US to receive federal tax credits,
thereby improving the long-term economics of biomass as a renewable energy
source.  Furthermore, the bill authorizes $800 million of new clean
renewable energy bonds to finance facilities that generate electricity from
renewable energy sources – including biomass.




Further,
the State of Oregon has enacted the Business Energy Tax Credit program that
allows companies that invest in renewable energy capital projects an Oregon
State income tax credit of up to 50% of the first $20.0 million of capital
costs.




Countries
in Europe and Asia and several states in the United States have adopted a
variety of government subsidies to allow renewable sources of electricity to
compete with conventional sources of electricity, such as fossil fuels.
Government subsidies and incentives generally focus on grid-connected systems
and take several forms, including tariff subsidies, renewable portfolio
standards, rebates, tax incentives and low interest loans. In addition, the
adoption by governments of limits on carbon dioxide emissions and targets for
renewable energy production has spurred a market for trading of surplus carbon
credits and renewable energy certificates.




Many
countries and other local jurisdictions have established limits on carbon
dioxide emissions. In particular, a key component of the Kyoto Protocol is the
commitments made by certain countries to reduce carbon dioxide emissions. The
country, locality or companies within the jurisdiction are given carbon emission
allowances, or carbon credits, which represent the right to emit a specific
amount of carbon dioxide.  A country, locality or company having
emissions that exceed its allocated carbon credits may purchase unused carbon
credits from a country, locality or company that has reduced its emissions
beyond its requirements to do so. The carbon dioxide emissions from burning
biomass are minimal when compared to those emitted from fossil fuels.
Particularly pellets,  when burned in the
correct  combustion  environment,  are the
cleanest burning  forms of
biomass,  emitting  virtually  zero  emissions
due to the low moisture  content and
high  burning  temperature.  A pellet for domestic
use is strictly regulated for ash content (.5% or less) and particulate
emissions are negligible.   Therefore, those using biomass to
generate energy may generate carbon credits that could be used and
sold.  Torrefied products exhibit similar attributes.




Sea 2
Sky is targeting incentive programs offered under all of the following, and
updating this list as additional incentives are offered by local, federal and
international governments:




●
            Energy
      Improvement and Extension Act of
2008;


●
            International
      Carbon Credits;


●
            Province
      of British Columbia incentives, Carbon Credits, and other tax
      credits;


●
            Research
      grants and initiatives;


●
            First
      Nations incentives; and,


●
            US
      Government Alternative Energy Stimulus grants and homeowner conversion
      grants.


7




LIMITED
OPERATING HISTORY




To date
we have generated limited financial information, no revenues and we have not
demonstrated that we will be able to commence our business through an investment
in our product line and/or marketing efforts. We cannot guarantee that our
business plan as described in this annual report will be successful. Our
business is subject to risks inherent in growing an enterprise, including
limited capital resources and possible rejection of our new products and/or
sales methods.




If
financing is not available on satisfactory terms, we may be unable to continue
expanding our operations. Equity financing will result in a dilution to existing
shareholders.  We cannot make any assurances that we will be able to
secure financing.




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 INDUSTRY




SINCE
INCEPTION, WE HAVE HAD LIMITED OPERATIONS AND HAVE INCURRED NET LOSSES OF
$1,704,127 AND WE NEED ADDITIONAL CAPITAL TO EXECUTE OUR BUSINESS
PLAN.




We have
had limited operations and have incurred net losses of $1,704,127 for the period
from March 1, 2009 (Inception) through August 31, 2010. We have not yet
generated revenues from continuing operations, as we are still in development
stage. We have yet to begin biomass energy production or construction of biomass
energy producing plants. Since the change in business focus on March 1, 2009, we
have been engaged in organizational activities, including developing a strategic
operating plan, negotiating long-term agreements biomass feedstock, evaluating
different torrefaction technologies and developing a partnership plan with one
particular company, searching for land sites appropriate for building our
production plants, entering into contracts, assessing personnel needs, and
raising private capital. Our continued existence is dependent upon our ability
to obtain additional debt and/or equity financing. We estimate the total cost
including contingencies to be approximately $100 million for our first
plant.  We plan to raise additional funds through project financings,
grants and/or loan guarantees, or through future sales of our common stock,
until such time as our revenues are sufficient to meet our cost structure, and
ultimately achieve profitable operations. There is no assurance we will be
successful in raising additional capital or achieving profitable operations. At
times, our Board of Directors will attempt to use non-cash consideration to
satisfy obligations. In many instances, we believe that the non-cash
consideration will consist of restricted shares of our common stock. These
actions will result in dilution of the ownership interests of existing
shareholders may further dilute common stock book value, and that dilution may
be material.




THE
COMPANY WILL NEED ADDITIONAL FINANCING FOR WHICH SEA 2 SKY HAS NO COMMITMENTS,
AND THIS MAY JEOPARDIZE EXECUTION OF THE COMPANY’S BUSINESS PLAN.




Sea 2 Sky
has limited funds, and such funds may not be adequate to carry out the business
plan in the energy business.  The Company’s ultimate success depends
upon its ability to raise additional capital.  The Company has not
investigated the availability, source, or terms that might govern the
acquisition of additional capital and will not do so until it determines a need
for additional financing.  If the Company needs additional capital, it
has no assurance that funds will be available from any source or, if available,
that they can be obtained on terms acceptable to the Company.  If not
available, the Company’s operations will be limited to those that can be
financed with its modest capital.




THE
COMPANY’S OFFICERS AND DIRECTORS MAY HAVE CONFLICTS OF INTERESTS AS TO CORPORATE
OPPORTUNITIES WHICH IT MAY NOT BE ABLE OR ALLOWED TO PARTICIPATE
IN.




Presently
there is no requirement contained in the Company’s Articles of Incorporation,
Bylaws, or minutes which requires officers and directors of its business to
disclose to the Company’s business opportunities which come to their
attention.  Sea 2 Sky officers and directors do, however, have a
fiduciary duty of loyalty to the Company to disclose to it any business
opportunities which come to their attention, in their capacity as an officer
and/or director or otherwise.  Excluded from this duty would be
opportunities which the person learns about through his involvement as an
officer and director of another company.




THE
TORREFICATION TECHNOLOGIES WE ARE REVIEWING 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 feedstocks, 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 assure you that these
technologies will perform successfully on a large-scale commercial basis or at
all.


8


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.




OUR
BUSINESS PROSPECTS 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.




OUR
BUSINESS PLAN CALLS FOR EXTENSIVE AMOUNTS OF FUNDING TO CONSTRUCT AND OPERATE
OUR TORREFIED ENERGY PLANTS AND WE MAY NOT BE ABLE TO OBTAIN SUCH FUNDING WHICH
COULD ADVERSELY AFFECT OUR BUSINESS, OPERATIONS AND FINANCIAL
CONDITION.




Our
business plan depends on the completion of multiple torrefaction plants.
Although each facility will have specific funding requirements, our proposed
first plant will require approximately $100 million to fund. We will be relying
on additional financing, and also funding from such sources as Federal and State
grants and loan guarantee programs.  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.




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 CURRENT 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.




LAX
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 regulation 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 your stock.




OUR
PROPOSED NEW TORREFICATION PLANTS WILL ALSO BE SUBJECT TO FEDERAL, STATE AND
PROVINCIAL LAWS REGARDING OCCUPATIONAL SAFETY.




Risks of
substantial compliance costs and liabilities are inherent in the conversion
process leading to the production of Torrefied biomass energy products. 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 torrefaction plants could reduce the amount of cash that
would otherwise be available to further enhance our business.




RISKS RELATED TO OUR COMMON
STOCK




THERE
IS NO LIQUID MARKET FOR OUR COMMON STOCK.




Our
shares are traded on the OTCBB and the trading volume has historically been very
low. An active trading market for our shares may not develop or be sustained. We
cannot predict at this time how actively our shares will trade in the public
market or whether the price of our shares in the public market will reflect our
actual financial performance.


9


OUR
COMMON STOCK MAY BE CONSIDERED “A PENNY STOCK” AND MAY BE DIFFICULT FOR YOU TO
SELL.




The SEC
has adopted regulations which generally define “penny stock” to be an equity
security that has a market price of less than $5.00 per share or an exercise
price of less than $5.00 per share, subject to specific exemptions. The market
price of our common stock has been and may continue to be less than $5.00 per
share, and therefore may be designated as a “penny stock” according to SEC
rules. This designation requires any broker or dealer selling these securities
to disclose certain information concerning the transaction, obtain a written
agreement from the purchaser and determine that the purchaser is reasonably
suitable to purchase the securities. These rules may restrict the ability of
brokers or dealers to sell our common stock and may affect the ability of
investors to sell their shares.




FAILURE
TO ACHIEVE AND MAINTAIN EFFECTIVE INTERNAL CONTROLS IN ACCORDANCE WITH SECTION
404 OF THE SARBANES-OXLEY ACT OF 2002 COULD HAVE A MATERIAL ADVERSE EFFECT ON
OUR BUSINESS AND OPERATING RESULTS.




It may be
time consuming, difficult and costly for us to develop and implement the
additional internal controls, processes and reporting procedures required by the
Sarbanes-Oxley Act. If we are unable to comply with these requirements of the
Sarbanes-Oxley Act, we may not be able to sustain proper controls during times
of change or growth.




If we
fail to comply in a timely manner with the requirements of Section 404 of the
Sarbanes-Oxley Act regarding internal control over financial reporting or to
remedy any material weaknesses in our internal controls that we may identify,
such failure could result in material misstatements in our financial statements,
cause investors to lose confidence in our reported financial information and
have a negative effect on the trading price of our common stock.




In
addition, in connection with our on-going assessment of the effectiveness of our
internal control over financial reporting, we may discover “material weaknesses”
in our internal controls as defined in standards established by the Public
Company Accounting Oversight Board, or the PCAOB. A material weakness is a
significant deficiency, or combination of significant deficiencies, that results
in more than a remote likelihood that a material misstatement of the annual or
interim financial statements will not be prevented or detected. The PCAOB
defines “significant deficiency” as a deficiency that results in more than a
remote likelihood that a misstatement of the financial statements that is more
than inconsequential will not be prevented or detected.




In the
event that a material weakness is identified, we will employ qualified personnel
and adopt and implement policies and procedures to address any material
weaknesses that we identify. However, the process of designing and implementing
effective internal controls is a continuous effort that requires us to
anticipate and react to changes in our business and the economic and regulatory
environments and to expend significant resources to maintain a system of
internal controls that is adequate to satisfy our reporting obligations as a
public company. We cannot assure you that the measures we will take will
remediate any material weaknesses that we may identify or that we will implement
and maintain adequate controls over our financial process and reporting in the
future.




Any
failure to remediate any material weaknesses that we may identify or to
implement new or improved controls, or difficulties encountered in their
implementation, could harm our operating results, cause us to fail to meet our
reporting obligations or result in material misstatements in our financial
statements. Inadequate internal controls could also cause investors to lose
confidence in our reported financial information, which could have a negative
effect on the trading price of our common stock.





YOU
COULD BE DILUTED FROM THE ISSUANCE OF ADDITIONAL COMMON STOCK.




As of
August 31, 2010, we had 80,503,239shares of common stock
outstanding and no shares of preferred stock outstanding.  We are
authorized to issue up to 225,000,000 shares of common stock. To the extent of
such authorization, our Directors will have the ability, without seeking
stockholder approval, to issue additional shares of common stock in the future
for such consideration as the Directors may consider sufficient. The issuance of
additional common stock in the future may reduce your proportionate ownership
and voting power.




ITEM
1B. UNRESOLVED STAFF COMMENTS




Not
applicable.




ITEM
2. PROPERTIES




Sea 2 Sky
is headquartered in Seattle, Washington.  The Company has a
month-to-month rental agreement for the space occupied.




ITEM
3. LEGAL PROCEEDINGS




We are
not currently involved in any legal proceedings nor do we have any knowledge of
any threatened litigation.





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




No
matters were submitted to a vote of security holders during the fiscal year
ended August 31, 2010.


10


PART
II





ITEM
5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS




Market
Information and Holders of Our Common Stock




Sea 2
Sky’s common stock is listed on the OTCBB under the symbol
“SSKY.”  The Company has authorized 225,000,000 shares of common stock
with a par value of $.001, and no preferred stock. On December 28, 2008,
the Company announced a 30-1 forward stock split which has been reflected for
all periods throughout this Form 10-K.  As of August 31, 2010 and
2009, the Company had issued and outstanding common stock totaling
80,503,240 and 80,629,311, respectively.  On February 11, 2010, three of
the Company’s directors resigned from the company and returned 24,000,000 shares
common stock to the Company treasury for no consideration.  The following
table sets forth, for the periods indicated, the high and low sale prices, as
reported on the OTCBB.  There have been no cash dividends paid since
inception.





SalePricesHigh
                    
                    
                    LowFiscal
      Year Ended August 31, 2010First
      Quarter
                    
                    $
                    0.12
                    
                    
                    $
                    0.05Second
      Quarter
                    
                    
                    0.08
                    
                    
                    
                    0.05Third
      Quarter
                    
                    
                    0.09
                    
                    
                    
                    0.04Fourth
      Quarter
                    
                    
                    0.15
                    
                    
                    
                    0.06Fiscal
      Year Ended August 31, 2009First
      Quarter
                    
                    $
                    0.00
                    
                    
                    $
                    0.00Second
      Quarter
                    
                    
                    -
                    
                    
                    
                    -Third
      Quarter
                    
                    
                    0.64
                    
                    
                    
                    0.55Fourth
      Quarter
                    
                    
                    0.65
                    
                    
                    
                    0.07Note: all prices have been
      adjusted to account for the 30-1 split





Holders




As of
November 22, 2010, after giving effect to the acquisition of ecoTECH Energy
Group (Canada) Inc., there were 173 active holders of record of our common stock
and 191,189,478 shares issued and outstanding.





Dividend
Policy




We have
never declared or paid any cash dividends on our common stock, and we do not
currently anticipate declaring or paying cash dividends on our common stock in
the foreseeable future. We currently intend to retain all of our future
earnings, if any, to finance the growth and development of our business. Any
future determination relating to our dividend policy will be made at the
discretion of our board of directors and will depend on a number of factors,
including future earnings, capital requirements, financial conditions, future
prospects, contractual restrictions and covenants and other factors that our
board of directors may deem relevant.





UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS




Recent
Sales of Unregistered Securities




During
September 2009, subscription agreements were sold to five accredited investors
totaling 712,500 shares of common stock for $0.08 per share for total cash
proceeds of $57,000.




During
November and December 2009, subscription agreements were sold to one accredited
investors totaling 571,428 shares of common stock for $0.07 per share for total
cash proceeds of $40,000.




During
November 2009, subscription agreements were sold to one accredited investors
totaling 100,000 shares of common stock for $0.07per share for total cash
proceeds of $8,000.




During
March 2010, subscription agreements were sold to one accredited investors
totaling 400,000 shares of common stock for $0.05 per share for total cash
proceeds of $20,000.




During
May 2010, subscription agreements were sold to four accredited investors
totaling 290,000 shares of common stock for $0.05 per share for total cash
proceeds of $14,500.




All of
these offerings were undertaken pursuant to the limited offering exemption from
registration under the Securities Act of 1933 as provided in Rule 504 under
Regulation D as promulgated by the U.S. Securities and Exchange Commission.
These offerings met the requirements of Rule 504 in that: (a) the total of funds
raised in these offerings does not exceed $1,000,000; and (b) the offer and sale
of the Shares was not accomplished by means of any general advertising or
general solicitation.


11




The class
of persons to whom these offerings were made was "sophisticated investors." As a
result, offers were made only to persons that the Company believed, and had
reasonable grounds to believe, either (a) have such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of the proposed investment, or (b) can bear the economic risks of the
proposed investment (that is, at the time of investment, could afford a complete
loss). Additionally, sales were made only to persons whom the Company believed,
and had reasonable grounds to believe immediately prior to such sale and upon
making reasonable inquiry, (a) are capable of bearing the economic risk of the
investment, and (b) either personally possess the requisite knowledge and
experience, or, together with their offeree's representative, have such
knowledge and experience.




Purchases
of Equity Securities by the Issuer and Affiliate Purchases




None





Securities
Authorized for Issuance under Equity Compensation Plans




We do not
have any equity compensation plans and accordingly we have no securities
authorized for issuance thereunder.





Purchases
of Equity Securities by the Registrant and Affiliated Purchasers




We did
not purchase any of our shares of common stock or other securities during the
year ended August 31, 2010.




ITEM
6. SELECTED FINANCIAL DATA




The
following selected financial data should be read together with "Item 7.
Management's Discussion and Analysis of Financial Conditions and Results of
Operations" and our financial statements and the accompanying notes thereto
included elsewhere in this Annual Report on Form 10-K.  Note: the
financial data below has been adjusted for operations discontinued during
February 2009.





From InceptionYear Ended
                  
                  
                  Year Ended
                  
                  
                  (March 1, 2009)August 31,
                  
                  
                  August 31,
                  
                  
                  to2010
                  
                  
                  2009
                  
                  
                  August 31, 2010Revenues
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Net
      Loss from Continuing Operations
                  
                  
                  (883,448
                  )
                  
                  
                  (857,212
                  )
                  
                  
                  (1,704,127
                  )Net
      Loss from Discontinued Operations
                  
                  
                  -
                  
                  
                  
                  (180
                  )
                  
                  
                  -Net
      cash provided by financing activities
                  
                  
                  129,000
                  
                  
                  
                  159,349
                  
                  
                  
                  288,349Net
      cash used in investing activities
                  
                  
                  -
                  
                  
                  
                  (998
                  )
                  
                  
                  -Net
      cash used in operating activities
                  
                  
                  (136,149
                  )
                  
                  
                  (179,101
                  )
                  
                  
                  (289,823
                  )Cash
      on hand
                  
                  
                  5,538
                  
                  
                  
                  12,687
                  
                  
                  
                  N/ANet
      loss per basic and diluted shares - continuing operations
                  
                  
                  (0.01
                  )
                  
                  
                  (0.00
                  )
                  
                  
                  N/AWeighted
      average number of common shares outstanding:Basic
      and Diluted
                  
                  
                  76,495,039
                  
                  
                  
                  106,610,176
                  
                  
                  
                  N/AStockholders’
      deficit
                  
                  $
                  (135,692
                  )
                  
                  $
                  (268,418
                  )
                  
                  
                  N/A





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




The
following discussion should be read in conjunction with our unaudited financial
statements and notes thereto included herein. In connection with, and because we
desire to take advantage of, the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, we caution readers regarding certain
forward looking statements in the following discussion and elsewhere in this
report and in any other statement made by, or on our behalf, whether or not in
future filings with the Securities and Exchange
Commission.  Forward-looking statements are statements not based on
historical information and which relate to future operations, strategies,
financial results, or other developments.  Forward-looking statements
are necessarily based upon estimates and assumptions that are inherently subject
to significant business, economic, and competitive, uncertainties and
contingencies, many of which are beyond our control and many of which, with
respect to future business decisions, are subject to change.  These
uncertainties and contingencies can affect actual results and could cause actual
results to differ materially from those expressed in any forward-looking
statements made by, or on our behalf.  We disclaim any obligation to
update forward-looking statements.


12


The
following discussion of the plan of operations, financial condition, results of
operations, cash flows and changes in financial position of our Company should
be read in conjunction with our most recent financial statements and notes
appearing elsewhere in this Form 10-K, in our previously filed Forms 10-Q, and
in our prior year’s Form 10-K filed on December 8, 2009.




COMPANY
HISTORY




Our
Company




Sea 2 Sky
Corporation (or “Sea 2 Sky”, the “Company”) is a development-stage company which
intends to obtain sources of biomass supply streams and convert them into "green
or alternative fuel energy" products in order to create sustainable and
environmentally responsible alternative energy products from underutilized
resources.




Company
History




Sea 2 Sky
was incorporated in Nevada on November 16, 2005.  The Company was initially
established to provide travel related services to tourists in Canada and other
countries; however, due to an economic downturn, the Company abandoned its
travel-related services during the first half of fiscal year 2009.  As
a result, assets and expenses related to the travel business have been
reclassified from continuing operations to discontinued operations for proper
financial presentation.




Effective
March 1, 2009 (“Inception”), the Company transitioned from its initial business
focus to that of a world-wide renewable energy provider, and entered an emerging
opportunity in the alternative fuel, biomass sector of the forest
industry.  The Company is currently seeking acquisition rights to
biomass supplies around the world so that we may begin the manufacturing and
global distribution of environmentally-friendly alternative fuel
sources.




Sea 2 Sky
is a development-stage renewable bio-energy company headquartered in Seattle,
Washington. The Company’s primary focus is to deliver alternative energy
solutions to Fortune 1000 companies, government agencies and countries around
the globe.  Sea 2 Sky is developing manufacturing and fulfillment
processes to achieve this goal. The Company is continually seeking to secure the
rights to large concentrations of biomass material (presently in North America),
and is working to develop partnership relationships with creators of the most
recent technologies in areas related to the torrefaction/carbonization process
involved in the manufacturing of “Green Coal” and related energy
products.




After
obtaining one or more new technologies, Sea 2 Sky intends to convert surplus
decaying biomass into environmentally-sustainable products such as activated
carbon, densified high-energy char (bio-char), and electricity.  This
process allows for environmental benefits including the reduction of carbon
emissions and the related “greenhouse effect”, depleting the decaying timber
which is known to be a forest fire hazard.




Over the
past eighteen (18) months (since Inception), the Company has further developed
its working relationships with strategic resources related to biomass fiber
procurement, torrefaction and carbonization technologies, and potential
commercial end-users and distributors.   On February 11, 2010,
the Company accepted the resignations of David J. Siebenga, CEO and director;
Doug Robertson, COO and director; and Henry James, Chairman.  These
individuals determined that it was in the best interest of the Company and the
Company’s shareholders to voluntary vacate these positions so that new directors
and key leaders could be hired to carry out the Company’s business plan. Prior
to resignation, each individual returned 8 million restricted shares common
stock and allowed the Company to extinguish any and all accrued compensation
due, without consideration. Immediately subsequent to these resignations,
the Board appointed Erik Odeen, CFO, to assume the open position of CEO of the
Company.  See Current Report on Form 8-K filed with the Securities and
Exchange Commission on February 15, 2010.




New
Plan of Operations




On
November 9, 2010, Sea 2 Sky Corporation (the “Company” or “Sea 2 Sky”) entered
into a Plan of Merger and Reorganization Agreement (“Merger Agreement”), whereby
it has acquired 100% of outstanding equity interests of ecoTECH Energy Group
(Canada), Inc. through the issuance of 110,606,239 shares of the Company’s common stock.
Upon completion of the merger on November 12, 2010, ecoTECH became a
wholly-owned subsidiary of the Company; however, due to the exchange of common
stock shares, ecoTECH assumed control of the Company.




’ st




Sea 2 Sky
is targeting multiple biomass supply streams in Canada, the USA, and other
countries rich in fiber supply. Sea 2 Sky’s policy to cooperate with indigenous
peoples, communities, and other owners of biomass has generated interest by
most of those we approach.




We
anticipate that these expressions of interest can be turned into binding
purchase agreements for our entire production capacity. We are now negotiating
with Canadian First Nation Bands for significant sustainable quantities of woody
biomass (i.e., 1,000,000 tons or more per year for 20 years).  We are
also researching pilot-tested technology that can be best suited to the selected
biomass supply streams and aligned to our final customer needs that can be
incorporated into the processing plant design.




Currently,
our development stage operations have been funded through the sale of our stock
in private equity transactions.  We plan to raise additional funds
through joint venture partnerships, Federal or State grants or loan guarantees,
project debt financings or through future sales of our common stock, until such
time as our revenues are sufficient to meet our cost structure, and ultimately
achieve profitable operations.  There is no assurance that we will be
successful in raising additional capital or achieving profitable operations. Our
financial statements do not include any adjustments that might result from the
outcome of these uncertainties. We will need financing within 12 months to
execute our business plan.


13


Our
business will encompass development activities culminating in the construction
and long-term operation of biomass energy production plants.  As such,
we are currently in the stage of finding suitable locations, securing proper
financing for building plants, and deploying project opportunities for
converting woody biomass feedstock into torrefied  bio-energy products
such as electricity via gasification process, activated carbon, and “green coal”
via pelletization process.  As we build these plants, we intend to
increase our number of employees appropriately.




RESULTS
OF OPERATIONS




We have
not generated revenues from our renewable energy operations since Inception and
have incurred $1,704,127 in related expenses through August 31,
2010.




Discontinued
Operations




The
Company’s decision to discontinue the operations of its travel business resulted
in all financial data pertaining directly to the operations relative to that
business to be collapsed with the net amount reported separately from the
continuing operations.  This collapsing effect was used to restate the
financials for all periods presented.  For the year ended August 31,
2009, losses from discontinued operations were $180.  There were no such
losses for the year ended August 31, 2010 or for the period from Inception to
August 31, 2010.  Loss from discontinued operations per weighted
average share for the years ended August 31, 2010 and August 31, 2009 were
$(0.01) and $(0.00), respectively.




Operating
and General & Administrative Expenses




Operating
expenses consisting of professional fees of $234,624; salaries expense of
$184,827; stock compensation expense of $78,000; office and administrative
expenses of $26,781; and loss on extinguishment of debt of $359,216 for the year
ended August 31, 2010.  Total general and administrative expenses for
fiscal 2010 were $883,448.




Operating
expenses consisting of stock-compensation expenses of $396,977 for external
consultants; consulting expenses of $155,857; payroll and directors’ consulting
fees totaling $205,007; travel expenses of $30,318; professional fees of
$32,693; and other general administrative expenses totaling $857,212 for the
year ended August 31, 2009.




Although
the total general and administrative costs were similar for the two fiscal
years, the expenses making up those amounts are different.  In fiscal
2010, the Company incurred a loss of $359,216 for the termination of a liability
and commitment as disclosed in Note 5 and 7 to the accompanying financial
statements.  Such cost was unique to fiscal 2010.  Likewise,
in fiscal 2010, stock-based compensation was significantly less ($318,977)
compared to fiscal 2009, due to the amount of shares issued to consultants and
employees for services and the stock price during the time of
issuance.  Salaries expense was down in fiscal 2010 from fiscal 2009
due to the resignation of officers.




Net
Losses




Net
losses from continuing operations were $883,448 for the year ended August
31, 2010, compared to $857,212 for the year ended August 31,
2009.  Loss from continuing operations per common share was $0.01 and
$0.00 for the years ended August 31, 2010 and 2009, respectively.




Income
Taxes




The
Company does not anticipate having to pay income taxes in the upcoming years due
to our absence of net profits.




CAPITAL
AND LIQUIDITY




The
following table provides selected financial data about our Company for the years
ended August 31, 2010 and 2009, respectively.





Balance Sheet Data
                  
                  August31, 2010
                  
                  
                  August31, 2009Cash
                  
                  $
                  5,538
                  
                  
                  $
                  12,687Total
      Current Assets
                  
                  
                  5,538
                  
                  
                  
                  12,745Total
      Assets
                  
                  
                  5,538
                  
                  
                  
                  13,550Total
      Liabilities
                  
                  
                  141,230
                  
                  
                  
                  281,968Stockholders'
      Deficit
                  
                  
                  (135,692)
                  
                  
                  
                  (268,418)


14


As of
August 31, 2010 and 2009, we had total current assets of $5,538 and $12,745,
respectively, and total current liabilities of $141,230 and $281,968,
respectively.




During
the years ended August 31, 2010 and 2009, the Company received $129,000 and
$159,349, 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.




We had
cash on hand of $5,538 and $12,687 as of August 31, 2010 and 2009,
respectively.




To the
extent we are unable to meet our operating expenses, we may borrow funds from
our current management or other affiliates, or we may attempt to raise capital
from private individuals or institutional investment equity funds. Future sales,
if any, that exceed operating expenses and debt repayments will be used to
expand operations.




We have
developed a plan of operations reflecting our objectives and anticipated growth
for the next 12 months and beyond. In our plan, we identify our cash
requirements, our anticipated operating and product development projections, and
our required staffing and additional funding requirements to fulfill our
business objectives.




Net cash
used in operating activities of $136,149 and $179,101 for the years ended August
31, 2010 and 2009, represents wages paid to employees, fees paid for accounting
and legal related services, and fees paid to consultants for services rendered
and travel expense reimbursement.




Net cash
used in operating activities was zero and $998 for the years ended August 31,
2010 and 2009, respectively.




Net cash
provided by financing activities of $129,000 and $159,349 during the years
ended August 31, 2010 and 2009, represents cash raised through the sales of
common stock subscription agreements during the year, net of commissions paid to
a consulting firm for raising these funds of $10,500 and $11,384,
respectively.




CRITICAL
ACCOUNTING POLICIES AND ESTIMATES




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. 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.




Project
Development




Project
development costs are either expensed or capitalized. 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 classified as property and equipment and depreciated
over their estimated useful lives. To date, project development costs include
the general and administrative expenses related to securing fiber agreements,
technology, and our future production facilities.  During the twelve
months ended August 31, 2010 and 2009, we expensed all such
development-stage costs which were minimal.




Accounting
for Employee and Director Stock-Based Compensation




The
Company accounts for stock options issued to employees and directors under
Accounting Codification Standards (“ASC”) 718 – Compensation – Stock
Compensation (“ASC 718”). Under ASC 718 share-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.  We consider our assumptions to be an important aspect of
properly recording compensation.  No compensation, once recorded, is
reversed.




Accounting
for Non-Employee Stock-Based Compensation




We
measure compensation expense for its non-employee stock-based compensation under
ASC 505 – Equity (“ASC 505”). The fair value of the option issued or expected to
be issued is used to measure the transaction, as this is more reliable than the
fair value of the services received. The fair value is measured at the value of
our common stock on the date that the commitment for performance by the
counterparty has been reached or the counterparty’s performance is complete. In
the case of the issuance of stock options, we determine the fair value using the
Black-Scholes option pricing model. The fair value of the equity instrument is
charged directly to stock-based compensation expense and credited to additional
paid-in capital.  We consider our assumptions to be an important
aspect of properly recording compensation.  No compensation, once
recorded, is reversed.


15




Revenue
Recognition – Traditional Electricity Supply and Demand




Although
no revenues have been recognized by our continuing operations, we expect to
recognize revenues in the future from wholesale electricity sales and
electricity transmission and distribution delivery services.  At that
point, we will recognize the revenues upon delivery of the energy to the
customer and include unbilled as well as billed amounts.




OFF-BALANCE
SHEET ARRANGEMENTS




Since
inception, we have not engaged in any off-balance sheet financing
activities.




KEY
INVESTMENT CONSIDERATIONS




●
            Contracts
      for long term supply of Torrified biomass allow Sea 2 Sky to provide
      market security and standards to various markets. Markets in Europe seek
      supply security, which we can provide. With the advent of global warming
      awareness the Company can also access carbon credits and has the ability
      to market and present new biomass products into the US market to assist
      Americans in obtaining energy
independence.





●
            Our
      management team brings technical and operational experience to create
      financial strength and enables us to deliver an environmentally-sound
      Torrefied biomass solution in a cost effective and secure
      manner.




GOVERNANCE




Our Board
of Directors reviews all aspects of our governance policies and practices,
including our Corporate Code of Conduct and Code of Ethics for Senior
Management, at least annually in light of best practices and makes whatever
changes are necessary to further our longstanding commitment to the highest
standards of corporate governance. The Codes are available in the Corporate
Governance section of our Web site.




Our Web
site is located atwww.sea2skyenergy.com. Detailed information about our company can be
found on our Web site.  In addition, we make our Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all
amendments to such reports available, free of charge, through the Investor
Relations page of our Web site, as soon as reasonably practicable after they are
filed with or furnished to the SEC. The information on our Web site, however, is
not incorporated by reference in, and does not form part of, this Annual Report
on Form 10-K.  Except as otherwise specified, any reference to a year
indicates our fiscal year ended August 31st of the
year referenced.




ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK




As a
"smaller reporting company" as defined by Item 10 of Regulation S-K, the Company
is not required to provide information required by this Item. However, we do not
hold any derivative instruments and do not engage in any hedging
activities.


16


SEA
2 SKY CORPORATION


(A
Development Stage Company)




ITEM
8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA




TABLE
OF CONTENTS





PAGE
                F-2
                REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMPAGE
                F-3
                BALANCE
      SHEETS AS OF AUGUST 31, 2010 AND 2009.PAGE
                F-4
                STATEMENTS
      OF OPERATIONS FOR THE YEARS ENDED AUGUST 31, 2010 AND 2009 AND FOR THE
      PERIOD FROM MARCH 1, 2009 (INCEPTION) TO AUGUST 31,
  2010.PAGE
                F-5
                STATEMENTS
      OF STOCKHOLDERS’DEFICIT FOR THE YEARS ENDED AUGUST 31, 2010 AND
      2009.PAGE
                F-6
                STATEMENTS
      OF CASH FLOWS FOR THE YEARS ENDED AUGUST 31, 2010 AND 2009, AND FOR THE
      PERIOD FROM MARCH 1, 2009 (INCEPTION) TO AUGUST 31,
  2010.PAGES
                F-7
      - F-14
                NOTES
      TO FINANCIAL
STATEMENTS


F-1


SEA
2 SKY CORPORATION


(A
DEVELOPMENT-STAGE COMPANY)





REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




The
Directors and Shareholders of Sea 2 Sky Corporation




We have
audited the accompanying balance sheets of Sea 2 Sky Corporation, a
development-stage company (the "Company") as of August 31, 2010 and 2009,
and the related statements of operations, stockholders' deficit, and cash flows
the years then ended and for the period from March 1, 2009 (“Inception”) to
August 31, 2010. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.




We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company was not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting as of August 31, 2010 and 2009. 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 includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.




In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Sea 2 Sky Corporation as of August
31, 2010 and 2009, and the results of its operations and its cash flows for the
years then ended and the period from Inception to August 31, 2010, in conformity
with accounting principles generally accepted in the United States.




The
accompanying 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 has incurred losses, has used cash in operating activities has a
working-capital deficit and required additional capital. 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 financial statements do not include any adjustments that might result from
the outcome of this uncertainty.




/s/ dbbmckennon





Newport
Beach, California


November
22, 2010


F-2


PART I – FINANCIAL INFORMATION


Item
1.    Financial Statements





SEA
2 SKY CORPORATION


(A
DEVELOPMENT-STAGE COMPANY)


BALANCE
SHEETS





August31,
                  2010
                
                
                August31,
                  2009Assets:Current
      assets:Cash
      and cash equivalents
                
                $
                5,538
                
                
                $
                12,687Prepaids
                
                
                -
                
                
                
                58Total
      current assets
                
                
                5,538
                
                
                
                12,745Property
      and equipment, net of accumulated depreciation of $1,000 and $195,respectively
                
                
                -
                
                
                
                805Total
      assets
                
                $
                5,538
                
                
                $
                13,550Liabilities
      and Stockholders’ Deficit:Current
      liabilities:Accounts
      payable
                
                $
                851
                
                
                $
                22,844Accrued
      payroll (Note 4)
                
                
                130,000
                
                
                
                51,783Accrued
      liabilities – related party (Note 4)
                
                
                -
                
                
                
                39,333Other
      accrued liabilities (Note 4)
                
                
                10,379
                
                
                
                168,008Total liabilities
                
                
                141,230
                
                
                
                281,968Commitments
      and contingencies (Note 7)
                
                
                -
                
                
                
                -Stockholders’
      deficit (Notes 5 and 6):Common
      Stock, $0.001 par value:225,000,000
      shares authorized – 80,503,239 and 80,629,311 shares issued and
      outstanding shares at August 31, 2010 and August 31, 2009,
      respectively
                
                
                80,503
                
                
                
                80,629Additional
      paid-in capital
                
                
                1,623,457
                
                
                
                607,157Accumulated
      other comprehensive income
                
                
                2,499
                
                
                
                2,499Deficit
      accumulated during the development stage
                
                
                (1,842,151
                )
                
                
                (958,703
                )Total
      stockholders’ deficit
                
                
                (135,692
                )
                
                
                (268,418
                )Total
      liabilities and stockholders' deficit
                
                $
                5,538
                
                
                $
                13,550





The
accompanying notes are an integral part of these statements.


F-3


SEA
2 SKY CORPORATION


(A
DEVELOPMENT-STAGE COMPANY)


STATEMENTS
OF OPERATIONS





For the Year ended
                  August 31, 2010
                
                
                For the Year
                  ended August 31,
                  2009
                
                
                From March 1, 2009
                  (Inception)
                  through
                  August 31, 2010Revenues:
                
                $
                -
                
                
                $
                -
                
                
                $
                -Operating
      expenses:General
      and administrative, including stock-based compensation of $78,000 and
      $396,977 for the year ended August 31, 2010 and 2009; and
      $474,977 for the period from March 1, 2009 to August 31, 2010. (Notes
      5 and 6)
                
                $
                883,448
                
                
                $
                857,212
                
                
                $
                1,704,127Total
      operating expenses
                
                
                883,448
                
                
                
                857,212
                
                
                
                1,704,127Loss
      from continuing operations
                
                
                (883,448
                )
                
                
                (857,212
                )
                
                
                (1,704,127
                )Loss
      from discontinued operations
                
                
                -
                
                
                
                (180
                )
                
                
                -Net
      loss
                
                $
                (883,448
                )
                
                $
                (857,392
                )
                
                $
                (1,704,127
                )Basic
      and diluted loss from continuing operations per common
    share
                
                $
                0.01
                
                
                $
                -
                *Basic
      and diluted loss from discontinued operations per common
    share
                
                $
                -
                *
                
                $
                -
                *Weighted
      average common shares outstanding, basic and diluted
                
                
                76,495,039
                
                
                
                106,610,176





*Less than $(0.01) per
share.





The
accompanying notes are an integral part of these statements.


F-4





SEA
2 SKY CORPORATION


(A
DEVELOPMENT-STAGE COMPANY)





STATEMENTS
OF STOCKHOLDERS’ DEFICIT





Common
      StockShares
                        
                        
                        Par
                          Value
                        
                        
                        Additional
                          Paid-in
                          Capital
                        
                        
                        Accumulated
                          Deficit
                        
                        
                        Accumulated
                          Comprehensive
                          Income
                        
                        
                        TotalBalance,
      August 31, 2008
                        
                        
                        131,400,000
                        
                        
                        $
                        131,400
                        
                        
                        $
                        -
                        
                        
                        $
                        (101,311
                        )
                        
                        $
                        5,587
                        
                        
                        $
                        35,676Foreign
      currency translation adj
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (2,744
                        )
                        
                        
                        (2,744
                        )February
      24, 2009 -Shares returned to treasury
                        
                        
                        (48,000,000
                        )
                        
                        
                        (48,000
                        )
                        
                        
                        48,000
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Inception
      (March 1, 2009, see Note 1):Stock
      based compensation – Consultants
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        89,177
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        89,177Sale
      of Stock for cash during April and May 2009 at $0.30 per
    share
                        
                        
                        454,311
                        
                        
                        
                        454
                        
                        
                        
                        135,839
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        136,293Foreign
      currency translation adjustment
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (344
                        )
                        
                        
                        (344
                        )Sale
      of Stock for cash during June 2009 at $0.30 per share
                        
                        
                        75,000
                        
                        
                        
                        75
                        
                        
                        
                        22,425
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        22,500August
      17, 2009 -Shares returned to treasury
                        
                        
                        (21,000,000
                        )
                        
                        
                        (21,000
                        )
                        
                        
                        21,000
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Stock issued
      to Directors/Officers
                        
                        
                        13,500,000
                        
                        
                        
                        13,500
                        
                        
                        
                        (13,500
                        )
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Stock
      based compensation – Consultants on August 17, 2009 at $0.076 per
      share
                        
                        
                        4,050,000
                        
                        
                        
                        4,050
                        
                        
                        
                        303,750
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        307,800Sale
      of Stock  for cash on August 28, 2009 at $0.08 per share to
      related party
                        
                        
                        75,000
                        
                        
                        
                        75
                        
                        
                        
                        5,925
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        6,000Sale
      of Stock for cash on August 28, 2009 at $0.08 per share
                        
                        
                        75,000
                        
                        
                        
                        75
                        
                        
                        
                        5,925
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        6,000Offering
      costs related to capital raise
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (11,384
                        )
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (11,384
                        )Net
      loss for year ended August 31, 2009
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (857,392
                        )
                        
                        
                        -
                        
                        
                        
                        (857,392
                        )Balance,
      August 31, 2009
                        
                        
                        80,629,311
                        
                        
                        
                        80,629
                        
                        
                        
                        607,157
                        
                        
                        
                        (958,703
                        )
                        
                        
                        2,499
                        
                        
                        
                        (268,418
                        )Stock
      based compensation - Consultants:September
      10, 2009 at $0.07 per share
                        
                        
                        50,000
                        
                        
                        
                        50
                        
                        
                        
                        3,450
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        3,500January
      23, 2010 at $0.045 per share
                        
                        
                        100,000
                        
                        
                        
                        100
                        
                        
                        
                        4,400
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        4,500July
      29, 2010 at $0.12 per share
                        
                        
                        50,000
                        
                        
                        
                        50
                        
                        
                        
                        5,950
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        6,000-February
      24, 2009 -Shares returned to treasury
                        
                        
                        (24,000,000
                        )
                        
                        
                        (24,000
                        )
                        
                        
                        24,000
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Shares
      issued for extinguishment of liability and termination of agreement on
      April 23, 2010
                        
                        
                        20,000,000
                        
                        
                        
                        20,000
                        
                        
                        
                        700,000
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        720,000Contributed
      services by officers/directors
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        89,174
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        89,174Stock
      based compensation - Director/Officer on May 28, 2010 at $0.04 per
      share
                        
                        
                        1,600,000
                        
                        
                        
                        1,600
                        
                        
                        
                        62,400
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        64,000Sale
      of Stock:September
      2009  at $0.08
                        
                        
                        712,500
                        
                        
                        
                        712
                        
                        
                        
                        56,288
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        57,000November
      20, 2009 at $0.07
                        
                        
                        285,714
                        
                        
                        
                        286
                        
                        
                        
                        19,714
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        20,000November
      30, 2009 at $0.08
                        
                        
                        100,000
                        
                        
                        
                        100
                        
                        
                        
                        7,900
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        8,000December
      1, 2009 at $0.07
                        
                        
                        285,714
                        
                        
                        
                        286
                        
                        
                        
                        19,714
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        20,000March
      26, 2010 at $0.05
                        
                        
                        400,000
                        
                        
                        
                        400
                        
                        
                        
                        19,600
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        20,000May
      2010 at $0.05
                        
                        
                        290,000
                        
                        
                        
                        290
                        
                        
                        
                        14,210
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        14,500Offering
      costs related to capital raise
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (10,500
                        )
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (10,500
                        )Net
      loss for year ended August 31, 2010
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (883,448
                        )
                        
                        
                        -
                        
                        
                        
                        (883,448
                        )Balance,
      August 31, 2010
                        
                        
                        80,503,239
                        
                        
                        $
                        80,503
                        
                        
                        $
                        1,623,457
                        
                        
                        $
                        (1,842,151
                        )
                        
                        $
                        2,499
                        
                        
                        $
                        (135,692
                        )





The
accompanying notes are an integral part of these statements.


F-5





SEA
2 SKY CORPORATION


(A
DEVELOPMENT-STAGE COMPANY)


STATEMENTS
OF CASHFLOWS





FortheYear
                      endedAugust31,
                      2010
                    
                    
                    FortheYear
                      endedAugust
                      31,2009
                    
                    
                    FromMarch1,
                      2009(inception)
                      throughAugust
                      31,2010Cash
      flows from operating activities:Net
      loss
                    
                    $
                    (883,448
                    )
                    
                    $
                    (857,392
                    )
                    
                    $
                    (1,704,127
                    )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Amortization
      and depreciation
                    
                    
                    805
                    
                    
                    
                    7,486
                    
                    
                    
                    4,162Stock-based
      compensation expense
                    
                    
                    78,000
                    
                    
                    
                    396,977
                    
                    
                    
                    474,977Loss
      on extinguishment
                    
                    
                    359,216
                    
                    
                    
                    -
                    
                    
                    
                    359,216Changes
      in operating assets and liabilities:Prepaid
      expenses
                    
                    
                    58
                    
                    
                    
                    359
                    
                    
                    
                    2,512Accounts
      payable and accrued liabilities
                    
                    
                    309,220
                    
                    
                    
                    273,469
                    
                    
                    
                    573,437Net
      cash used in operating activities
                    
                    
                    (136,149
                    )
                    
                    
                    (179,101
                    )
                    
                    
                    (289,823
                    )Cash
      flows from investing activities:Purchase
      of property and equipment
                    
                    
                    -
                    
                    
                    
                    (998
                    )
                    
                    
                    -Net
      cash used in by investing activities
                    
                    
                    -
                    
                    
                    
                    (998
                    )
                    
                    
                    -Cash
      flows from financing activities:Proceeds
      from sale of  common stock
                    
                    
                    139,500
                    
                    
                    
                    170,733
                    
                    
                    
                    310,233Offering
      costs
                    
                    
                    (10,500
                    )
                    
                    
                    (11,384
                    )
                    
                    
                    (21,884
                    )Net
      cash provided by financing activities
                    
                    
                    129,000
                    
                    
                    
                    159,349
                    
                    
                    
                    288,349Effect
      of exchange rate changes on cash
                    
                    
                    -
                    
                    
                    
                    (3,028
                    )
                    
                    
                    (2,492
                    )Net
      decrease in cash and cash equivalents
                    
                    
                    (7,149
                    )
                    
                    
                    (23,778
                    )
                    
                    
                    (3,966
                    )Cash
      and cash equivalents, beginning of year
                    
                    
                    12,687
                    
                    
                    
                    36,465
                    
                    
                    
                    9,504Cash
      and cash equivalents, end of year
                    
                    $
                    5,538
                    
                    
                    $
                    12,687
                    
                    
                    $
                    5,538Supplemental disclosures of cash flow
      information:Cash
      paid during the period for:Interest
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Income
      taxes
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Non-cash
      investing and financing activities:Contributions
      of accrued wages
                    
                    $
                    89,174
                    
                    
                    $
                    -
                    
                    
                    $
                    89,173Settlement
      of accrued liabilities, with common stock
                    
                    $
                    360,784
                    
                    
                    $
                    -
                    
                    
                    $
                    360,784





The
accompanying notes are an integral part of these statements.


F-6





SEA
2 SKY CORPORATION


(A
DEVELOPMENT-STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS




NOTE
1 - ORGANIZATION AND BUSINESS




Sea 2 Sky
Corporation (“Sea 2 Sky” or the “Company”) is a development-stage renewable
bio-energy company headquartered in Seattle, Washington. The Company’s primary
focus is to deliver alternative energy solutions globally to Fortune 1000
companies, Government agencies and Countries around the globe. Sea 2 Sky intends
to manufacture torrified biomass and related energy products for industrial use
in North America and Western Europe as a fuel and energy source. Sea 2 Sky plans
to obtain and apply this torrefaction technology to increase the energy
output in biomass products and to provide a coal-like product with significant
environmental advantages. Torrefaction is a scientifically proven method for
improving the properties of biomass as a fuel. The end result of torrified
biomass is the formation of solid products that retain approximately 70% of
their initial weight and 90% of the original energy content and can be co-fired
in existing coal factories in pulverized coal boilers.




The
Company was incorporated in the state of Nevada, on November 16,
2005.  The Company was initially established to provide travel related
services to tourists in Canada and other countries.  Due to an
economic downturn, the Company abandoned its travel-related services during the
first half of fiscal year 2009.  As a result, results from operations
related to the travel business have been reclassified from current operations to
that of discontinued operations for proper financial
presentation.




Effective
March 1, 2009 (“Inception”), the Company transitioned from its initial business
focus to that of a world-wide renewable energy provider, and is entering an
emerging opportunity in the alternative fuel, biomass sector of the forest
industry. See Note 5 for discussion of change in control of the
Company.  The Company is currently seeking acquisition rights to biomass
supplies around the world so that it may begin the manufacturing and global
distribution of environmentally-friendly alternative fuel
sources.  Note that whereas in prior Form 10-Q and 10-K filings, the
term “Inception” represented the Company’s incorporation date of November 16,
2005; “Inception” as referred to in this and future Form 10-Q and Form10-K
filings will represent the date in which the Company changed its business focus
to that of an alternative energy provider (March 1, 2009).




On
February 11, 2010, the Company accepted the resignations of David J. Siebenga,
CEO and director; Doug Robertson, COO and director; and Henry James,
Chairman.  These individuals determined that it was in the best
interest of the Company and the Company’s shareholders to voluntary vacate these
positions so that new directors and key leaders could be hired to carry out the
Company’s business plan. Upon resignation, each individual returned eight (8)
million restricted shares common stock to the Company treasury, without
consideration, for a total of 24 million shares
returned.  Furthermore, any and all accrued compensation and expenses
due these individuals was forgiven. Immediately subsequent to these
resignations, the Board appointed Erik Odeen, CFO, to assume the open position
of CEO of the Company.  See Current Report on Form 8-K filed with the
Securities and Exchange Commission on February 15, 2010.




On
November 9, 2010, Sea 2 Sky entered into a Plan of Merger and Reorganization
Agreement (“Merger Agreement”), whereby it has acquired 100% of the outstanding
equity interests of ecoTECH Energy Group (Canada), Inc. (“ecoTECH”) through the
issuance of 110,606,239 shares of the Company’s common stock.  Upon
completion of the merger on November 12, 2010, ecoTECH became a
wholly-owned subsidiary of the Company; however, due to the exchange of common
stock shares, ecoTECH assumed control of the Company.




The
Company's fiscal year end is August 31st;
however, we changed our year end to December 31 upon the completion of the
acquisition of EEGI.




NOTE
2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES




The
financial statements and notes are representations of the Company's management
who is 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.




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 disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of revenues and expenses
during the reported periods. Actual results could materially differ from those
estimates.




Income
(Loss) per Common Share




The
Company presents basic income (loss) per share (“EPS”) and diluted EPS on the
face of the statement of operations. Basic income (loss) per share is computed
as net income (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. As of August 31, 2010, the Company had 4,000,000
warrants to purchase shares of common stock.  For the EPS calculations
referenced in this report, there were no differences between the basic and
dilutive shares used for EPS calculations due to the exercise prices of the
warrants being above the average fair market value of the Company’s common stock
for the period.


F-7




Cash
and Cash Equivalents




Cash and
cash equivalents include cash on hand, cash in banks and cash equivalents, which
are highly liquid investment instruments with original maturities of less than
90 days.




Development-Stage
Company




On or
around March 1, 2009, the Company abandoned its previous travel agency business
and entered into the development stage with its intended new business, which
currently has no revenues.  Management expects to sustain losses from
operations until such time it can generate sufficient revenues to meet its
anticipated cost structure.  The Company is considered a
development-stage company in accordance with Accounting Codification Standards
(“ASC”) 915 – Development Stage Entities formerly the Statement of Financial
Accounting Standards No. 7 “Accounting and Reporting by Development-Stage
Enterprises”.  A development-stage enterprise is one in which planned
principal operations have not commenced or if its operations have commenced,
there has been no significant revenues there from.




Discontinued
Operations




When
specific operations of a business are sold, abandoned, or otherwise disposed of,
the business must account for these related revenues and expenses (including any
gains or losses on related assets disposed of) as gain (loss) from discontinued
operations.  Continuing operations must be reported separately in the
income statement from discontinued operations, and any gain or loss from the
disposal of a segment be reported along with the operating results of the
discontinued segment.




Risks
and Uncertainties




The
Company's operations are subject to new innovations in product design and
function. Significant technical changes can have an adverse effect on product
lives. Design and development of new products are important elements to achieve
and maintain profitability in the Company's industry segment. The Company may be
subject to federal, state and local environmental laws and regulations. The
Company does not anticipate expenditures to comply with such laws and does not
believe that regulations will have a material impact on the Company's financial
position, results of operations, or liquidity.




Concentrations
of Credit Risk




The
Company maintains its cash account in a commercial bank. The total cash balances
held in a commercial bank are secured by the Federal Deposit Insurance
Corporation (“FDIC”) up to $250,000, although on January 1, 2014 this amount is
scheduled to return to $100,000 per depositor, per insured bank. At times, the
Company may have cash deposits in excess of federally insured
limits.




Fair
Value of Financial Instruments




The fair
value of financial instruments approximated their carrying values at August 31,
2010 and 2009. The financial instruments consist of cash, accounts payable,
and accrued liabilities.




On
September 1, 2009, the Company adopted ASC 820 (“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; and




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
August 31, 2010 and 2009, the Company did not have any level 1, 2, or 3 assets
or liabilities.




Stock-Based
Payments




The
Company accounts for stock options issued to employees and directors under ASC
718 – Compensation-Stock Compensation. Under ASC 718, share-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, as this is more
reliable than the fair value of the services received. 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. The fair value of the equity instrument
is charged directly to stock-based compensation expense and credited to
additional paid-in capital.


F-8




Comprehensive
Income (Loss)




The
Company has adopted ASC 220 – Comprehensive Income.  SFAS 130 requires
that the components and total amounts of comprehensive income be displayed in
the financial statements.  Comprehensive income includes net income
and all changes in equity during a period that arises from non-owner sources,
such as foreign currency items and unrealized gains and losses on certain
investments in equity securities. During fiscal 2010 US dollars were both the
Company’s functional and reporting currency.




Recent
Accounting Pronouncements




In June
2009, the FASB issued ASC 105 “Generally Accepted Accounting Principles”
(formerly SFAS No. 168 The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB
Statement No. 162). ASC 105 establishes the FASB Accounting Standards
Codification as the source of authoritative U.S. GAAP recognized by the FASB to
be applied by nongovernmental entities. ASC 105, which changes the referencing
of financial standards, is effective for interim or annual financial periods
ending after September 15, 2009. The Company adopted ASC 105 during the
three months ended November 30, 2009 with no impact to its financial statements,
except for the changes related to the referencing of financial
standards




In
January 2010, the FASB amended authoritative guidance for improving
disclosures about fair-value measurements. The updated guidance requires new
disclosures about recurring or nonrecurring fair-value measurements including
significant transfers into and out of Level 1 and Level 2 fair-value
measurements and information on purchases, sales, issuances, and settlements on
a gross basis in the reconciliation of Level 3 fair-value measurements. The
guidance also clarified existing fair-value measurement disclosure guidance
about the level of disaggregation, inputs, and valuation techniques. The
guidance became effective for interim and annual reporting periods beginning on
or after December 15, 2009, with an exception for the disclosures of
purchases, sales, issuances and settlements on the roll-forward of activity in
Level 3 fair-value measurements. Those disclosures will be effective for fiscal
years beginning after December 15, 2010 and for interim periods within
those fiscal years. The Company does not expect that the adoption of this
guidance will have a material impact on the financial statements.




Our Web
site is located atwww.sea2skyenergy.com.  Detailed
information about our company can be found on our Web site.  In
addition, we make our Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q, Current Reports on Form 8-K and all amendments to such reports available,
free of charge, through our Web site, as soon as reasonably practicable after
they are filed with or furnished to the SEC.  These and other SEC
filings are available through the Investor Relations page of our Web
site.  The information on our Web site, however, is not incorporated
by reference in, and does not form part of, this Annual Report on Form
10-K.  Except as otherwise specified, any reference to a year
indicates our fiscal year ended August 31 of the year
referenced.




NOTE
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 incurred net losses and net cash used in
operating activities from Inception of $1,704,127 and $289,823,
respectively. The Company needs capital to meet its anticipated operating
needs, as well as construction of its first plant.  These matters
raise substantial doubt about the Company’s ability to continue as a going
concern.  Company management plans to raise additional capital,
and recently signed a letter of intent (“LOI”) with another company to purchase
all issued and outstanding shares of that company, in hopes of acquiring the
necessary elements to proceed with its current business plan. The merger, if
successfully completed, might give the Company solid basis for attracting the
investment community and capital markets.  However, there is no assurance
that future capital raising plans will be successful in obtaining sufficient
funds to assure the eventual profitability of the Company.  Management
believes that actions planned and presently being taken will provide the
opportunity for the Company to continue as a going concern. The financial
statements do not include any adjustments that might result from these
uncertainties.




NOTE
4 – ACCRUED LIABILITIES




Accrued liabilities by major classification are as follows:
                  
                  August31,2010
                  
                  
                  August31,2009Accrued
      consulting fees
                  
                  $
                  -
                  
                  
                  $
                  150,000Accrued
      commissions
                  
                  
                  -
                  
                  
                  
                  11,384Accrued
      taxes
                  
                  
                  10,379
                  
                  
                  
                  6,624Total
      accrued liabilities
                  
                  $
                  10,379
                  
                  
                  $
                  168,008





On
February 11, 2010, three of the Company’s directors resigned, and the fourth
director (and CFO) remained with the Company as the new CEO in order to acquire
a new business and executive team to carry out the current business
plan.  Upon resignation from the Company, these directors voluntarily
forgave accrued wages and expenses totaling $89,174, which in turn was recorded
to equity as contributed services.  The new CEO’s salary accrues at a
rate of $10,000 per month; as of August 31, 2010, accrued salary for the CEO was
$130,000 as disclosed on the accompanying balance sheet.




On April
23, 2010, the Company settled accrued consulting fees of $360,784 with a
consulting firm with 20 million restricted shares of common stock (See Notes 5
and 7).


F-9




NOTE
5 – COMMON STOCK




On
February 10, 2009, our Articles of Incorporation were amended to change the
aggregate number of shares which we have authority to issue 225 million shares
of common stock, par value $0.001 per share.




Share
transactions during reorganization




On
December 30, 2008, our Board of Directors authorized a 30-for-1 forward stock
split of our $0.001 par value common stock.  This share dividend
became effective February 17, 2009. As a result of the forward stock split,
127,020,000 additional shares were issued.   Capital and additional
paid-in capital have been adjusted accordingly.   When adjusting
retroactively at August 31, 2008, there was a $24,187 shortage of additional
paid-in-capital; thus an adjustment to retained earnings was booked to the
opening balance at November 16, 2005. The financial statements contained herein
reflect the appropriate values for capital stock and accumulated deficit. All
references in the accompanying financial statements to the number of common
shares and per share amounts have been retroactively restated to reflect the
forward stock split.




On
February 10, 2009, our Board of Directors authorized the cancellation of 48
million post forward-split common shares.  These restricted shares
were owned by the now former Chief Finanical Officer, Mr. Dennis Cox, and were
cancelled for no consideration at his request. This became effective February
24, 2009.




On
February 23, 2009, three new directors were appointed (David Siebenga, Erik
Odeen and Ira Steiner).  On February 26, 2009, Irene Getty and Dennis
Cox resigned from the board of directors.  Prior to resigning, they
suggested allocating 40 million shares of their restricted stock for private
sale to five new directors (the “New Directors”) pending
the Board’s approval.  On March 6, 2009, our board of directors
ratified an action made by the prior directors to sell 40 million of their
restricted shares to the New Directors in a private transaction.  This
was done on condition that the New Directors would accept positions on the Board
in order to develop a working business plan for the Company.  The
restricted shares are non-transferable without being unanimously approved by the
Board.  Under guidelines provided by SFAS No. 141R, “Business
Combinations”, the New Directors, who received 48% of the then issued and
outstanding stock, were considered to be the largest minority voting interest
owner (group of organized owners) without the existence of any single majority
owner (or organized group of owners).  These New Directors controlled the
Board and the Company’s operations.




At the
time, the New Directors brought a business plan reflecting a viable business in
the renewable alternative energy industry, which meets a large and timely
demand.  The directors possessed the industry knowledge and relative
experience. As a result of these factors, a change of control was
recognized, which triggered recapitalization accounting.  Since there were
no assets or outstanding liabilities contributed at the time of the change of
control, the shares were valued at par.  The assets and liabilities of the
Company and the date of the change in control continued to be reported at
historical costs which represented fair value.




On August
17, 2009, as a result of the former President/CEO’s resignation, David
Siebenga transferred 13,500,000 restricted shares common stock to the other
three directors, and returned 7,500,000 shares to the Company
treasury.  Since this was simply a reallocation of distributed shares
among the New Directors, management viewed this transaction as part of the
original recapitalization and accounted for it in the same manner.




As
discussed in Note 1, on February 11, 2010, three directors (two of which were
also the CEO and COO) resigned their positions with the Company and returned,
for no consideration, a total of 24 million restricted shares to the Company
treasury at par value.




Shares
issued for cash




During
April and May 2009, subscription agreements were sold to seven accredited
investors totaling 454,311 shares of common stock for $0.30, each, raising
$136,293.




During
June 2009, subscription agreements were sold to three (3) additional investors
totaling 75,000 shares of common stock for $0.30, each, raising
$22,500.




At August
28, 2009, our CFO and new CEO, Erik Odeen, purchased 75,000 restricted shares
common stock for $0.08 per share, totaling $6,000 cash which was deposited for
operating capital.  See additional detail under Item 10 Beneficial
Ownership within this 10-K.




At August
28, 2009, a subscription agreement was sold to one (1) investor at $0.08 per
share totaling 75,000 shares of common stock for $6,000 cash.




During
September 2009, subscription agreements were sold to four (4) investors at $0.08
per share totaling 712,500 shares of common stock for $57,000.




On
November 20, 2009, a subscription agreement was sold to one (1) investor at
$0.07 per share totaling 285,714 shares of common stock for
$20,000.




On
November 30, 2009, a subscription agreement was sold to one (1) investor at
$0.08 per share totaling 100,000 shares of common stock for $8,000.




On
December 1, 2009, a subscription agreement was sold to one (1) investor at $0.07
per share totaling 285,714 shares of common stock for $20,000.




On March
26, 2010, a subscription agreement was sold to one (1) investor at $0.05 per
share totaling 400,000 shares of common stock for $20,000.




During
May 2010, subscription agreements were sold to four (4) investors at $0.05
per share totaling 290,000 shares of common stock for $14,500.


F-10




See Note
7 for additional information on consultant’s commission structure for capital
raised.




Shares
issued for compensation




On August
17, 2009, the Board of Directors approved the distribution of 4,050,000 shares
to three external consultants for financial consulting, investor relation
services, and information technology services and consulting.  These
shares were issued as compensation for services performed at a value of $307,800
based on $0.076 per common share based on the closing price of the Company’s
common stock. The amount was recorded as compensation expense due to no future
performance requirement.




On
September 10, 2009, the Company issued 50,000 shares to an outside consultant
for information technology services performed under a contract with a one year
term, expiring September 2010.  As a result, the Company
recorded $3,500 in stock compensation expense, based on the stock’s fair
market value on date of grant and no future performance
requirements.




On
January 23, 2010, the Board approved the issuance of 100,000 shares common stock
to David Lahaie as consideration for his participation on the Company’s Global
Advisory Board.    As a result, the Company recorded $4,500
in stock compensation expense, based on the stock’s fair market value on date of
grant.




On May
28, 2010, the Board of Directors approved a stock award for the new CEO in
recognition of achieving specific business plan objectives, and as stock
compensation commensurate with the new title acquired.  The CEO was
awarded 1,600,000 shares of common stock, for which the Company recorded $64,000
in stock compensation expense, based on the market’s closing price of $0.04 per
share and no future performance requirement.




On July
29, 2010, the Company issued 50,000 restricted shares common stock to two
consultants for services rendered.  Based on the market’s closing
price on that day of $0.12 per share, the Company recorded $6,000 stock
compensation expense and no future performance requirement.




Contributed
capital




On
February 11, 2010, three of the Company’s directors resigned, and the fourth
director (and CFO) remained with the Company as the new CEO in order to acquire
a new business and executive team to carry out the current business
plan.  Upon resignation from the Company, these directors voluntarily
forgave accrued wages and expenses totaling $89,174, which in turn was recorded
to equity as contributed services.




Shares
issued for settlement of liability and agreement




On April
23, 2010, the Company settled an outstanding accrued obligation of $360,784 with
a consulting firm (see Note 7) with 20 million restricted shares common
stock.  The consulting firm, working under a three year contract with
the Company, requested payment of accrued consulting fees and commissions earned
during the past 12 months.  Due to capital limitations, the Company
suggested settlement via common stock as consideration.  The
consulting firm agreed to settle for 20 million shares of the Company’s common
stock.  On April 23, 2010, the Board accepted this offer and requested
that the shares be issued to the Consulting group and its three assigned
affiliates, as directed per their agreement.  The fair market value of
the underlying stock (based on the market closing price of $0.04 per share less
a de minimus discount for restrictions) was estimated to be $720,000, or $0.036
per share.  As a result, the Company recorded a loss on extinguishment
of $359,216, the difference between the fair market value of the stock and the
liabilities being extinguished. This loss is included in general and
administrative expense in the accompanying statement of operations.
Subsequently, both parties agreed to terminate the consulting
agreement.




NOTE
6 – COMMON STOCK WARRANTS




On April
25, 2009, the board of directors approved the issuance of four (4) million
warrants to a consulting group in exchange for consulting services provided to
the Company during the development stage.  These warrants were fully
vested upon issuance, have an exercise price of $0.30, and have a three-year
term which expires April 24, 2012.




The
common stock purchase warrants were not issued with the intent of effectively
hedging any future cash flow, fair value of any asset, liability or any net
investment in a foreign operation. The warrants do not qualify for hedge
accounting. These common stock purchase warrants do not trade in an active
securities market, and as such, we estimated the fair value of these warrants to
be $89,177 during the year ended August 31, 2009, using the Black-Scholes option
pricing model.  There were no issuances of warrants during the year
ended August 31, 2010, nor were there any warrants to re-value.




April 25, 2009Annual
      dividend yield
                  
                  
                  -Expected
      life (years)
                  
                  
                  3Risk-free
      interest rate
                  
                  
                  1.32
      %Expected
      volatility
                  
                  
                  110
      %





Since
there has not been any significant trading of this stock, we determined the
expected volatility based on price fluctuations for development-stage companies
in similar alternative energy industries, based on a three- year observation,
the expected life of the warrants.




Expected
volatility is based primarily on historical volatility. Historical volatility
was computed using weekly pricing observations for recent periods that
correspond to the last 36 months. We believe this method produces an estimate
that is representative of our expectations of future volatility over the
expected term of these warrants. We currently have no reason to believe future
volatility over the expected remaining life of these warrants is likely to
differ materially from historical volatility. The expected life is based on the
remaining term of the warrants. The risk-free interest rate is based on
three-year U.S. Treasury securities.


F-11




NOTE
7 – COMMITMENTS AND CONTINGENCIES




Professional
Services Agreement




During
fiscal 2009, the Company formalized an agreement with a consulting firm for
services related to debt and equity capital raising and business development
activities.  Under this three year agreement, effective March 1, 2009,
consulting fees are payable at the rate of $25,000 per month.  As discussed
in Notes 4 and 5, in April 2010, both parties mutually agreed to terminate the
contract, and settle the outstanding payables totaling $360,784 with 20 million
shares common stock.




During
the years ended August 31, 2010 and 2009 commissions earned for capital raising
activities were $10,500 and $11,384, respectively, of which any remaining unpaid
balance was settled within the transaction noted above.




NOTE
8 – INCOME TAXES




Prior to
March 1, 2009, our executive offices and operations were located in British
Columbia.  As such, we filed the appropriate foreign income tax
returns for prior years.  For year ending August 31, 2009, we filed a
foreign tax return, U.S. Federal tax return and U.S. State tax return. We have
identified our U.S. Federal tax returns 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 (“NOL”) carry-forwards.  Effective March 1, 2009, prior NOL carry
forwards are no longer available to the Company, due to the Company’s
abandonment of the related travel services business.  Any future net
operating losses, based on operations of the renewable energy business, will be
considered for NOL carry-forward.





The
amount of benefits the Company may receive from the operating loss carry
forwards for income tax purposes is further dependent, in part, upon the tax
laws in effect, the future earnings of the Company, and other future events, the
effects of which cannot be determined.





The
Company's deferred tax assets consist primarily of net operating loss carry
forwards since March 1, 2009 (the date of change in business focus to the
renewable energy industry).  For federal tax purposes this carry
forward expires in twenty years, beginning in 2029. A full valuation allowance
has been placed on 100% of the Company's deferred tax assets as it cannot be
determined if the assets will be ultimately used.





The
Company's deferred tax assets, valuation allowance, and change in valuation
allowance are as follows:


Period Ending
                    
                    Estimated NOL
                      Carry-forward
                    
                    
                    NOL Expires
                    
                    
                    Tax Benefit
                      fromNOL
                    
                    
                    Valuation
                      Allowance
                    
                    
                    Elimination
                      ofAllowance
                    
                    
                    Net Tax
                      BenefitAugust
      31, 2008
                    
                    
                    77,124
                    
                    
                    2009
                    
                    
                    
                    19,281
                    
                    
                    -
                    
                    
                    
                    (19,281
                    )
                    
                    
                    -August
      31, 2009 (for continuing operations)
                    
                    
                    451,452
                    
                    
                    2029
                    
                    
                    
                    153,494
                    
                    
                    
                    (153,494
                    )
                    
                    
                    
                    
                    
                    
                    -August
      31, 2010 (for continuing operations)
                    
                    
                    104,352
                    
                    
                    2030
                    
                    
                    
                    35,480
                    
                    
                    
                    (35,480
                    )
                    
                    
                    
                    
                    
                    
                    -Totals
      as of August 31, 2010
                    
                    
                    555,804
                    
                    
                    
                    2029
      - 2030
                    
                    
                    
                    188,973
                    
                    
                    
                    (188,973
                    )
                    
                    
                    
                    
                    
                    
                    -




Income
taxes at the statutory rate are reconciled to the Company's actual income taxes
as follows:




Income
      tax benefit at statutory rate resulting from net operating loss carry
      forward
                        
                        
                        (34
                        )%Deferred
      income tax valuation allowance
                        
                        
                        34
                        %Actual
      tax rate
                        
                        
                        0
                        %




During
the year, the valuation allowance increased by $35,480.




The tax
years ended August 31, 2010, 2009 and 2008 remain subject to examination by U.S.
and Canadian tax jurisdictions.




NOTE
9 – SUBSEQUENT EVENT




The
ecoTECH Acquisition




On
November 9, 2010, Sea 2 Sky entered into a Merger Agreement, whereby it acquired
100% of the outstanding equity interests of through the issuance of 110,606,239
shares of the Company’s common stock.  Upon completion of the
merger on November 12, 2010, ecoTECH became a wholly-owned subsidiary of
the Company; however, due to the exchange of common stock shares, ecoTECH
assumed control of the Company.




The
acquisition of ecoTECH by Sea 2 Sky is being accounted for as a reverse
acquisition, whereby the assets and liabilities of ecoTECH are reported at their
historical cost since ecoTECH was issued common stock equal to approximately 58%
of the total outstanding shares immediately after the transaction.  In
addition, ecoTECH has the right to appoint four of the five members to the
initial board of directors. The Company is accounting for the transaction in
accordance with ASC No 805 "Business Combinations." The assets and liabilities
of ecoTECH are recorded at their historical cost basis on the date immediately
preceding the transaction.  Sea 2 Sky’s assets and liabilities will be
recorded at fair value in connection with the reverse acquisition; however, we
believe the estimated fair value of assets and liabilities as of the date of
acquisition will approximate their carrying values.  Accordingly no
pro forma adjustment is made below to adjust the carrying values of Sea 2 Sky’s
assets and liabilities.


F-12


Upon the
closing of the Acquisition the following persons held the following positions
with our Company:





Name
                  
                  Position with the
      CompanyC.
      Victor Hall
                  
                  Chief
      Executive Officer and a director (Chairman)Erik
      Odeen
                  
                  Chief
      Financial Officer and a directorTerry
      J. Ferguson
                  
                  Executive
      Vice President and a directorJohn
      Matthews
                  
                  Executive
      Vice President and a directorAnne
      Sanders
                  
                  Vice
      President and a
director





See
additional information pertaining to this acquisition in Current Report on Form
8-K filed with the Securities and Exchange Commission on November 12,
2010.  The pro forma combined condensed balance sheet and statements
of operations and comprehensive loss have been prepared to give effect to the
following pro forma adjustments which are deemed to be directly attributable to
the transaction:




1.
            To
      reflect the issuance of 110,606,239 shares ($110,606 at par value) and to
      adjust the common stock account to par value of
  $191,109.




2.
            Elimination
      of Sea 2 Sky Corporation’s accumulated deficit and reduction of additional
      paid-in capital.




Sea
      2 Sky Corporation
                        
                        Sea
      2 Sky
                          Corporation
                        
                        
                        ecoTECH
                          Energy
      Group
                          (Canada),
      Inc.Pro
      Forma Balance Sheet
                        
                        
                        
                        
                        
                        
                        
                        Pro
      Forma
                        
                        
                        
                        Pro
      FormaAugust 31, 2010
                        
                        
                        June 30, 2010
                        
                        
                        Adjustments
                        
                        
                        
                        Combined(Unaudited)
                        
                        
                        
                        
                        
                        
                        (Unaudited)Total
      current assets
                        
                        $
                        5,538
                        
                        
                        $
                        14,184
                        
                        
                        
                        
                        
                        
                        $
                        19,722Total
      noncurrent assets
                        
                        
                        -
                        
                        
                        
                        232,302
                        
                        
                        
                        
                        
                        
                        
                        232,302Total
      assets
                        
                        
                        5,538
                        
                        
                        
                        246,486
                        
                        
                        
                        
                        
                        
                        
                        252,024Total
      current liabilities
                        
                        
                        141,230
                        
                        
                        
                        1,559,775
                        
                        
                        
                        
                        
                        
                        
                        1,701,005Total
      noncurrent liabilities
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        
                        
                        
                        
                        -Total
      liabilities
                        
                        
                        141,230
                        
                        
                        
                        1,559,775
                        
                        
                        
                        
                        
                        
                        
                        1,701,005Shareholders’
      deficit:Common
      Stock, $0.001 par value:
                        
                        
                        80,503
                        
                        
                        
                        103,252
                        
                        
                        
                        7,354
                        
                        1
                        
                        
                        191,109Additional
      paid-in capital
                        
                        
                        1,623,457
                        
                        
                        
                        26,038,733
                        
                        
                        
                        (1,623,457
                        )
                        2
                        
                        
                        26,038,733Cumulative
      foreign currency translation adjustment
                        
                        
                        2,499
                        
                        
                        
                        (33,612
                        )
                        
                        
                        
                        
                        
                        
                        
                        (31,113
                        )Deficit
      accumulated during the development stage
                        
                        
                        (1,842,151
                        )
                        
                        
                        (27,421,662
                        )
                        
                        
                        1,616,103
                        
                        2
                        
                        
                        (27,421,662
                        )Total
      shareholders’ deficit
                        
                        
                        (135,692
                        )
                        
                        
                        (1,313,289
                        )
                        
                        
                        
                        
                        
                        
                        
                        (1,448,981
                        )Total
      liabilities and shareholders' deficit
                        
                        $
                        5,538
                        
                        
                        $
                        246,486
                        
                        
                        
                        
                        
                        
                        
                        $
                        252,024




F-13




Pro Forma Statements of
                      Operations and Comprehensive
                      Loss
                    
                    Sea 2 Sky Corporation
                    
                    
                    ecoTECH Energy
                      Group (Canada), Inc.Year ended
                    
                    
                    Year ended
                    
                    Pro Forma
                    
                    Pro FormaAugust 31, 2010
                    
                    
                    December 31, 2009
                    
                    Adjustments
                    
                    CombinedRevenues
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    
                    $
                    -Net
      loss
                    
                    $
                    (883,448
                    )
                    
                    $
                    (7,918,253
                    )
                    
                    
                    $
                    (8,801,701
                    )Basic
      and diluted loss per common share
                    
                    $
                    (0.01
                    )
                    
                    
                    
                    
                    
                    
                    $
                    (0.05
                    )Weighted
      average common shares outstanding, basic and diluted
                    
                    
                    76,495,039
                    
                    
                    
                    
                    
                    110,606,239
                    
                    
                    187,101,278





Pro Forma Statements of
                                      Operations and Comprehensive
                                      Loss
                                    
                                    Sea 2 Sky Corporation
                                    
                                    
                                    ecoTECH Energy
                                      Group (Canada), Inc.Year ended
                                    
                                    
                                    Year ended
                                    
                                    Pro Forma
                                    
                                    Pro FormaAugust 31, 2009
                                    
                                    
                                    December31,
                                      2008
                                    
                                    Adjustments
                                    
                                    CombinedRevenues
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    
                                    $
                                    -Net
      loss
                                    
                                    $
                                    (857,392
                                    )
                                    
                                    $
                                    (4,021,038
                                    )
                                    
                                    
                                    $
                                    (4,878,430
                                    )Basic
      and diluted loss per common share
                                    
                                    $
                                    (0.01
                                    )
                                    
                                    
                                    
                                    
                                    
                                    
                                    $
                                    (0.02
                                    )Weighted
      average common shares outstanding, basic and diluted
                                    
                                    
                                    106,610,176
                                    
                                    
                                    
                                    
                                    
                                    110,606,239
                                    
                                    
                                    217,216,415




F-14




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




The
management of Sea 2 Sky, 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 effective as of August 31, 2010
(the end of the period covered by this Annual Report on Form 10-K).




ITEM 9T. CONTROLS AND
PROCEDURES




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 August 31, 2008, including (i) the control
environment, (ii) risk assessment, (iii) control activities, (iv) information
and communication, and (v) monitoring, based on the framework inInternal
Control – Integrated Framework,   issued by the Committee of
Sponsoring Organizations of the Treadway Commission (“COSO”).  As of
August 31, 2010, management has determined that the Company’s internal control
over financial reporting as of August 31, 2010 was effective based on the size
of the Company, the minimal transactions, and the financial and internal
controls expertise of the CFO.  As the Company grows, steps will be
taken to ensure that additional financial experts are sequestered to provide
secondary review of all financials and related disclosures filed with the
SEC.




Our
internal control over financial reporting includes policies and procedures that
pertain to the maintenance of records that accurately and fairly reflect, in
reasonable detail, transactions and dispositions of assets; and provide
reasonable assurances that: (1) transactions are recorded as necessary to permit
preparation of financial statements in accordance with accounting principles
generally accepted in the United States; (2) receipts and expenditures are being
made only in accordance with authorizations of management and the directors of
the Company; and (3) unauthorized acquisitions, use, or disposition of the
Company’s assets that could have a material effect on the Company’s financial
statements are prevented or timely detected.




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
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.




Changes
in Internal Control Over Financial Reporting




During
our fiscal quarter ended August 31, 2010, 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. We have
not identified any significant deficiencies or material weaknesses in our
internal controls, and therefore there were no corrective actions
taken.




ITEM  9B. OTHER INFORMATION




None.


17




PART III




ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE


As a
result of the Company’s change in business focus (effective March 1, 2009), the
Compay’s prior Chief Executive Officer and the prior Chief Financial Officer
resigned from their positions on February 26, 2009.  Concurrently,
David Siebenga and Erik Odeen were appointed to these positions.  On
February 11, 2010, David Siebenga resigned and the Board of Directors appointed
Erik Odeen as both the Chief Executive Officer and Chief Financial
Officer.





Our
executive officers and directors and their respective ages as of November 22,
2010 are as follows:




NAME
                    
                    AGE
                    
                    POSITIONCollin
      V. Hall
                    
                    65
                    
                    Chief
      Executive Officer, ChairmanErik
      Odeen
                    
                    43
                    
                    Chief
      Financial Officer, Secretary, TreasurerTerry
      J. Ferguson
                    
                    57
                    
                    Executive
      Vice President Business Development, DirectorJohn
      Matthews
                    
                    65
                    
                    Executive
      Vice President Engineering, DirectorAnne
      Sanders
                    
                    52
                    
                    Vice
      President Administration,
Director




Set forth
below is a brief description of the background and business experience of our
executive officers and directors.  Our Directors serve until the next
annual meeting of the Company’s shareholders.





C. Victor Hall,Chairman, Chief
Executive Officer.  Mr. Hall was appointed as our Chairman and
Chief Executive Officer in connection with the consummation of the
Acquisition.  From 2007 until the closing of the Acquisition, Mr. Hall
was employed by ecoTECH as its Chief Executive Officer.  From
2001-2007, Mr. Hall was employed as an officer of  ecoTECH Waste Management
Systems (1991) Inc.




Erik Odeen, CPA,
CFE,Chief Financial
Officer, Treasurer, Secretary and Director.Mr.
Odeen was appointed to our Board of Directors on February 23, 2009, as Chief
Financial Officer on February 26, 2009 and as Chief Executive Officer on
February 11, 2010.  Mr. Odeen resigned from his position as Chief
Executive Officer upon closing of the Acquisition.   Mr. Odeen spent
eight years in public accounting; 1989 through 1992 with Deloitte & Touch,
and from 2004 through 2008 with PCAOB-registered McKennon, Wilson & Morgan
(Irvine,  CA), where he specialized in managing  external audits,
complex  accounting   issues,  SEC  Reporting 
and  Sarbanes-Oxley compliance.  Additionally, Mr. Odeen has held
numerous senior-level management positions during his 13-year career with
International Paper Company. Currently, Mr. Odeen resides in Newport Beach,
California, where he operates his consulting practice which provides accounting,
financial management and advisory services to both public and privately-held
company clients. Mr. Odeen is an active member of the American Institute of
Certified Public Accountants (AICPA), the California Society of CPAs (CalCPA),
the Washington Society of CPAs (WSCPA), and the Association of Certified Fraud
Examiners (ACFE). Mr. Odeen,  a Certified  Public  Accountant in
the State of California  and Certified  Fraud  Examiner, 
has  over  22 years’ experience in manufacturing operations, 
financial management, and public accounting. A graduate of Millsaps College, Mr.
Odeen holds a Bachelor of Business Administration with concentrations in
accounting and economics.




Terence J.
Ferguson,Executive
Vice President and Director.  Mr. Ferguson was appointed as our
Executive Vice President 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 as its Executive
Vice-President.  From 2001-2007, Mr. Ferguson was employed
by ecoTECH Waste Management Systems (1991) Inc.




John Matthews,Executive Vice
President and Director.  Mr. Matthews was appointed as our
Executive Vice President 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 as its Executive
Vice-President.  From 2001-2007, Mr. Matthews was employed as an
officer of ecoTECH Waste Management Systems (1991) Inc.




Anne Sanders,Executive Vice
President and Director.  Ms. Sanders was appointed as our Vice
President 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 as its Vice-President.  From
2001-2007, Ms. Sanders was employed as an officer of ecoTECH Waste
Management Systems (1991) Inc.




Significant
Employees




The
Company has no significant employees other than the executive employee and
director described above.




Audit
Committee and Audit Committee Financial Expert Disclosure




The
Company does not currently have an audit committee; audit committee functions
are performed by our Directors. Our Directors are not deemed independent; as he
also holds a position as an officer. Our audit committee is responsible for: (1)
selection and oversight of our independent accountant; (2) establishing
procedures for the receipt, retention and treatment of complaints regarding
accounting, internal controls, and auditing matters; (3) establishing procedures
for the confidential, anonymous submission by our employees of concerns
regarding accounting and auditing matters; (4) engaging outside advisors; and,
(5) funding for the outside auditory and any outside advisors engagement by the
audit committee.


18




The
Company’s CFO, Erik Odeen, CPA, CFE, is the financial expert serving on the
Board of Directors.




Code
of Conduct and Code of Ethics for Senior Management




The
Company has implemented a Code of Conduct and A Code of Ethics for Senior
Management, which are both located on our website www.sea2skyenergy.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
applicable laws; ensure prompt internal reporting of code violations; and
provide accountability for adherence to the codes.




Section
16(a) Beneficial Ownership Reporting Compliance




Under
Section 16(a) of the Exchange Act, all executive officers, directors, and each
person who is the beneficial owner of more than 10% of the common stock of a
company that files reports pursuant to Section 12 of the Exchange Act of 1934,
are required to report the ownership of such common stock, options, and stock
appreciation rights (other than certain cash only rights) and any changes in
that ownership with the Securities and Exchange
Commission.




ITEM 11.  EXECUTIVE COMPENSATION




The
Company’s Board of Directors also serves as the Compensation
Committee.  The Compensation Committee believes that base salaries for
our senior executive officers are appropriate for executives serving a public
company of our size in our industry.




Employment
Agreements




We do not
have a formal employment agreement in place with our officers and
directors.




SUMMARY
COMPENSATION TABLE




The
following summary compensation table sets forth all compensation awarded to,
earned by, or paid to the named executive officers paid (or accrued) by us
during the year ended August 31, 2010, in all capacities for the accounts of our
executives, including the Chief Executive Officer (CEO).





Name
      and
                                                    Principal
                                                    Position
                                                  
                                                  Fiscal
                                                    Year
                                                  
                                                  Salary
                                                    Earned
      or
                                                    Paid
                                                    ($)
                                                  
                                                  Bonus
                                                    ($)
                                                  
                                                  Stock
                                                    Awards
                                                    ($)
                                                  
                                                  Option
                                                    Awards
                                                    ($)
                                                  
                                                  Non-Equity
                                                    Incentive
      Plan
                                                    Compensation
                                                    ($)
                                                  
                                                  Non-Qualified
                                                    Deferred
                                                    Compensation
                                                    Earnings
                                                    ($)
                                                  
                                                  All
      Other
                                                    Compensation*
                                                    ($)
                                                  
                                                  Totals
                                                    ($)Erik
      Odeen,
                                                    Chief
      Executive Officer, Chief Financial Officer, Secretary,
      Treasurer
                                                  
                                                  2010
                                                  
                                                  $
                                                  120,000
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  64,000
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  -
                                                  
                                                  $
                                                  184,0002009
                                                  
                                                  
                                                  46,667
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  46,667Doug
      Robertson,
                                                    Former
      Chief Operating Officer, Former Director
                                                  
                                                  2010
                                                  
                                                  $
                                                  29,500
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  -
                                                  
                                                  $
                                                  29,5002009
                                                  
                                                  
                                                  34,417
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  34,417David
      Siebenga, Former Director, Former Chief Executive Officer
                                                  
                                                  2010
                                                  
                                                  $
                                                  -
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  
                                                  $
                                                  -2009
                                                  
                                                  
                                                  60,000
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  60,000





Stock
awards shown in the above table, were based on the grant date fair value of the
stock issued under ASC 718.


19




Compensation
of Directors




The
following table sets forth certain information concerning compensation paid to
the Company’s directors during the year ended August 31, 2010:


Name
                
                Fees
      earned or
                  paid
      in cash
                  ($)
                
                
                Stock
      awards
                  ($)
                
                
                Option
      awards
                  ($)
                
                
                Non-equity
                  incentive
      plan
                  compensation
                  ($)
                
                
                Non-qualified
                  deferred
                  compensation
                  earnings
                  ($)
                
                
                All
      other
                  compensation*
                  ($)
                
                
                Total
                  ($)Henry
      James
                
                $
                29,500
                
                
                $
                -0-
                
                
                $
                -0-
                
                
                $
                -0-
                
                
                $
                -0-
                
                
                $
                -0-
                
                
                $
                29,500Erik
      Odeen
                
                $
                -0-
                
                
                $
                -0-
                
                
                $
                -0-
                
                
                $
                -0-
                
                
                $
                -0-
                
                
                $
                -0-
                
                
                $
                -0-Doug
      Robertson
                
                $
                -0-
                
                
                $
                -0-
                
                
                $
                -0-
                
                
                $
                -0-
                
                
                $
                -0-
                
                
                $
                -0-
                
                
                $
                -0-David
      Siebenga
                
                $
                -0-
                
                
                $
                -0-
                
                
                $
                -0-
                
                
                $
                -0-
                
                
                $
                -0-
                
                
                $
                -0-
                
                
                $
                -0-




Henry
James, Doug Robertson, and David Siebenga resigned from the Board of Directors
on February 11, 2010.




Directors
are permitted to receive fixed fees and other compensation for their services as
directors. The Board of Directors has the authority to fix the compensation of
directors.




Term
of Office




Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors and hold
office until removed by the Board.




Retirement
Plans




There are
no annuity, pension, or retirement benefits proposed to be paid to officers,
directors, or employees of the Corporation in the event of retirement at normal
retirement date pursuant to any presently existing plan provided or contributed
to by the Corporation.




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




The
following table provides the names of each person known to us to own more than
5% of our outstanding shares of common stock as of November 22, 2010 and by the
officers and directors, individually and as a group. Except as otherwise
indicated, all shares are owned directly.




Name
                        of Beneficial Owner
                      
                      Position
                      
                      Amount and Nature
                        of Beneficial Owner
                      
                      
                      Percent
                        Of Common StockC.
      Victor Hall
                      
                      Chief
      Executive Officer, Chairman
                      
                      
                      49,033,929
                      
                      
                      
                      25.6
                      %Anne
      Sanders
                      
                      Executive
      Vice President Administration
                      
                      
                      15,189,732
                      
                      
                      
                      7.94
                      %Erik
      Odeen
                      
                      Chief
      Financial Officer, Secretary, Treasurer
                      
                      
                      15,075,000
                      
                      
                      
                      7.88
                      %John
      Matthews
                      
                      Executive
      Vice President Engineering
                      
                      
                      11,189,732
                      
                      
                      
                      5.85
                      %Terry
      Ferguson
                      
                      Executive
      Vice President Business Development
                      
                      
                      10,689,732
                      
                      
                      
                      5.59
                      %Total
      Officer and Directors
                      
                      
                      101,178,125
                      
                      
                      
                      52.92
                      %




(1)
            The
      percent is based on 191,189,478 shares of our common stock issued and
      outstanding as of November 22,
2010.





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




On
February 11, 2010, three directors of the Company (of which two were also
officers of the Company – CEO and COO) stepped down from their positions and
left the Company. These three directors voluntarily relinquished their
cumulative 24 million shares of restricted common stock to the Company
treasury.  Additionally, they forgave cumulative accrued salaries and
related expenses totaling approximately $87,040 which were reclassified to
equity as contributed services.




On May
28, 2010, 1,600,000 restricted shares of common stock were issued to our
CEO/CFO, Erik Odeen, as compensation for reaching specific business plan
objectives and for deferring his salary ongoing until the Company is in a
stronger financial position. The Company recorded stock compensation expense of
$64,000 as a result of this transaction, based on current market price of the
stock.


20


ITEM 14.  PRINCIPAL ACCOUNTING FEES AND
SERVICES




During
the period from November 16, 2005 through May 22, 2009, the Company utilized
Schumacher & Associates, Inc. as their independent audit firm. On May 22,
2009, the Company dismissed Schumacher & Associates, Inc. and engaged
dbbmckennon, Certified
Public Accountants, as our independent certified public accountants. The
decision to change accountants was approved by our Board of Directors included
in our filing of Form 8-K on June 1, 2009.




The
aggregate fees billed for the most recently completed fiscal year ended August
31, 2009 and for fiscal year ended August 31, 2010 for professional services
rendered by the principal accountant for the audit of our annual financial
statements and review of the financial statements included in our quarterly
reports on Form 10-Q and services that are normally provided by the accountant
in connection with statutory and regulatory filings or engagements for these
fiscal periods were as follows:




Years EndedAugust31,2010
                  
                  
                  August 31, 2009Audit
      Fees
                  
                  $
                  26,900
                  
                  
                  $
                  15,750Tax
      Fees
                  
                  
                  1,000
                  
                  
                  
                  3,000Total
                  
                  $
                  27,900
                  
                  
                  $
                  18,750




During
the current year, $4,000 in audit fees were accrued for and paid to Schumacher
& Associates, Inc.  The remaining $23,900 in fees incurred during
the current year were accrued for and paid to our current CPA firm – dbbmckennon for audit and tax
services.  During the prior year ended August 31, 2009, $9,250 in fees
were accrued for and paid to Schumacher & Associates, Inc.  The
remaining $9,500 in fees were accrued for and paid to our current CPA firm -
dbbmckennon for audit
and tax services. 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.


21




PART
IV




ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES




The
following exhibits are included with this filing:





Exhibit No.:
                        
                        Description:31.1
                        
                        Section
      302 Certification by Principal Executive Officer and Principal Financial
      and Accounting Officer  (1)32.1
                        
                        Section
      906 Certification by Principal Executive Officer and Principal Financial
      and Accounting Officer  (1)(1)  Filed
      herewith




SIGNATURES




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




Sea
      2 Sky CorporationDate:
      November 22, 2010
                By:
                /s/ C. Victor HallC.
      Victor HallChief
      Executive OfficerDate:
      November 22, 2010
                By:
                /s/ Erik OdeenErik
      OdeenChief
      Financial Officer




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




Signature
                        
                        Title
                        
                        Date/s/ C.
      Victor HallC.
      Victor Hall
                        
                        Chief
      Executive Officer, Principal Executive Officer, Director,
      Chairman
                        
                        Date:
      November 22, 2010/s/
      Erik OdeenErik
      Odeen
                        
                        Executive
      Officer, Director
                        
                        Date:
      November 22, 2010Chief
      Financial Officer,  Principal Financial
      Officer,  Principal Accounting Officer, Treasurer and
      Secretary




22