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

                                    FORM 10-K

(Mark One)

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

                   For the fiscal year ended December 31, 2009

                                       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 number: 333-157459
                                               ----------

                               ECOLIVEGREEN CORP.
                               ------------------
             (Exact name of registrant as specified in its charter)

            Florida                                              26-3941151
            -------                                              ----------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                              7076 Spyglass Avenue
                               Parkland, FL 33076
                              --------------------
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (954) 599-3672
                                                           --------------

       Securities registered under Section 12(b) of the Exchange Act: None

         Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, Par Value $.001
                          -----------------------------
                                (Title of Class)

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

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes |_| No |X|

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

<PAGE>

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

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of "large accelerated filer," "accelerated filer," and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

|_| Large accelerated filer                        |_| Accelerated filer
|_| Non-accelerated filer                          |X| Smaller reporting company
(Do not check if a smaller reporting company)

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

The aggregate market value of the registrant's Common Stock held by
non-affiliates was $64,725, based on the price of a share of Common Stock of
$0.03 per common share on March 10, 2010, which was sold in the registrant's
initial public offering. Shares of Common Stock known by the registrant to be
beneficially owned as of March 10, 2010 by the registrant's directors and the
registrant's executive officers subject to Section 16 of the Securities Exchange
Act of 1934 are not included in the computation. The registrant, however, has
made no determination that such persons are "affiliates" within the meaning of
Rule 12b-2 under the Securities Exchange Act of 1934.

At March 10, 2010, there were 9,830,000 shares of the registrant's Common Stock
issued and outstanding.

                                       ii
<PAGE>

                               EcoLiveGreen, Corp.

                                    FORM 10-K

                   For The Fiscal Year Ended December 31, 2009

                                      INDEX
________________________________________________________________________________

PART I
Item 1.  Business ..........................................................   3
Item 1A. Risk Factors ......................................................   5
Item 1B. Unresolved Staff Comments .........................................   5
Item 2.  Properties ........................................................   5
Item 3.  Legal Proceedings .................................................   5
Item 4.  Submission of Matters to a Vote of Security Holders ...............   5

PART II
Item 5.  Market for Registrant's Common Equity, Related Stockholder Matters,
          and Issuer Purchases of Equity Securities ........................   5
Item 6.  Selected Financial Data ...........................................   8
Item 7.  Management's Discussion and Analysis of Financial Condition and
          Results of Operations ............................................   9
Item 7A. Quantitative and Qualitative Disclosures about Market Risk ........  15
Item 8.  Financial Statements and Supplementary Data .......................  16
Item 9.  Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure .............................................  29
Item 9A. Controls and Procedures ...........................................  29
Item 9B. Other Information .................................................  30

PART III
Item 10. Directors, Executive Officers and Corporate Governance ............  30
Item 11. Executive Compensation ............................................  33
Item 12. Security Ownership of Certain Beneficial Owners and Management and
          Related Stockholder Matters ......................................  36
Item 13. Certain Relationships and Related Transactions, and Director
          Independence .....................................................  38
Item 14. Principal Accounting Fees and Services ............................  39

PART IV
Item 15. Exhibits and Financial Statement Schedules ........................  39
         Signatures ........................................................  40
         Index to Exhibits .................................................  41


                                EXPLANATORY NOTES

In this Annual Report on Form 10-K, EcoLiveGreen Corp. is sometimes referred to
as the "Company", "we", "our" or "EcoLiveGreen" and U.S. Securities and Exchange
Commission is sometimes referred to as the "SEC".
________________________________________________________________________________

                                        2
<PAGE>

                                     PART I

ITEM 1.  BUSINESS.

INTRODUCTION

ECOLIVEGREEN CORP. ("ELG CORP.") is a development stage company, incorporated in
the State of Florida on November 5, 2008, to acquire, develop and market
environmentally efficient products. We currently own three (3) patents pending
which claim a commercial lighting technology which is energy saving and
environmentally friendly. The patent pending commercial lighting technology is
designed to be used in the commercial and residential building to replace
conventional drop ceiling troffers and to replace the fluorescent bulbs used in
the existing and conventional troffers.

We commenced our initial public offering on March 10, 2009, pursuant to that
certain Registration Statement on Form S-1 (Commission File No. 333-157495),
which was declared effective by the Securities and Exchange Commission on that
date. We registered 3,000,000 shares of Common Stock for sale by the Company for
an aggregate offering price of $90,000. We sold 830,000 shares of Common Stock
in the offering. The offering provided proceeds to us in the amount of $24,900.

As of December 31, 2009, we had an accumulated deficit of $96,423. Our auditors
have raised substantial doubt as to our ability to continue as a going concern,
as expressed in its opinion on our financial statements included in this report.
Our ability to continue as a going concern is dependent upon our ability to
generate profitable operations in the future and/or to obtain the necessary
financing to meet our obligations and repay our liabilities arising from normal
business operations when they come due. There can be no assurance that we will
operate at a profit or such additional financing will be available, or if
available, can be obtained on satisfactory terms.

Our principal executive office is located at 7076 Spyglass Avenue, Parkland, FL
33076. Our telephone number is (954) 599-3672. We were incorporated under the
laws of the State of Florida on November 5, 2008.

COMPANY DESCRIPTION

We seek to acquire, develop and market environmentally efficient products. We
currently own three (3) patents pending which claim a commercial lighting
technology which is energy saving and environmentally friendly. The patent
pending commercial lighting technology is designed to be used in the commercial
and residential building to replace conventional drop ceiling troffers and to
replace the fluorescent bulbs used in the existing and conventional troffers.
The primary advantages of our drop ceiling troffer replacements are the
following:

   o  Easy Installation

   o  No required Licensed Technician for installation as they are lightweight
      and are simply placed into the drop ceiling where a ceiling tile is
      normally installed.

   o  Actual connection via a low-voltage connector

   o  Anticipated to have a life in access of three times (3x) longer than
      conventional fluorescent lamps.

   o  Lamps are dimmable in two (2) ways, 1) automatically dim when ambient
      light is bright 2) Can be manually dimmed also

                                        3
<PAGE>

The patent pending lamps are color-adjustable, with factory models being
adjustable between standard fluorescent light and soft-white (similar to
incandescent). The lumen output potential of either the 2x2 foot or 2x4 foot
models is equivalent to standard drop-ceiling troffers containing three (3)
4-foot T8 bulbs. The current patent pending product contains our proprietary
fluorescent technology, and future models are anticipated to use LED technology
to achieve the same features. Additionally, another related product being
developed is a replacement bulb for use in existing troffers, requiring no
ballast change and containing the same basic technologies as the drop ceiling
lamp. This single-bulb version has the lumen output of a single fluorescent
light bulb.

We have filed our initial patent pending number with the United States Patent
Office and currently the patent is pending through the process. This patent
pending product is of engineering design whereby the fluorescents have a longer
life without gaseous matter whereby the ecological advantage could and should be
realized.

We have not generated any revenues to date and our activities have been limited
to developing our business plan. We will not have the necessary capital to
develop or execute our business plan until we are able to secure financing.
There can be no assurance that such financing will be available on suitable
terms.

PLAN OF OPERATION

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

We are a development stage company organized to market environmentally-friendly
products and have filed patents in this area more specifically defined in the
commercial lighting areas.

We have not yet generated or realized any revenues from business operations. Our
auditors have issued a going concern opinion. This means there is substantial
doubt that we can continue as an on-going business for the next twelve (12)
months unless we obtain additional capital to pay our bills. This is because we
have not generated any revenues and no revenues are anticipated until we begin
marketing our products to customers.

Accordingly, we must raise cash from sources other than revenues generated such
as from the proceeds of loans we undertake.

From inception (November 5, 2008) to December 31, 2009, the company's business
operations have primarily been focused on developing our business plan and
market research.

PATENTS AND INTELLECTUAL PROPERTY

We intend to seek patent protection for our product candidates. We believe that
patent protection will be important to brand name recognition and other product
candidates.

                                        4
<PAGE>

COMPETITION

The market for environmentally safe products and direct sales consultants is
large and intensely competitive. We compete directly with direct selling
organizations and companies that manufacture environmentally safe products. Many
of the Company's competitors have much greater name recognition and financial
resources than the Company. In addition, environmentally safe products can be
purchased in a wide variety of channels of distribution. We compete with other
organizations and environmentally safe product companies, some of which have a
longer operating history and higher visibility, name recognition, and financial
resources.

EMPLOYEES

As of March 10, 2010, we had no employees.

ITEM 1A. RISK FACTORS.

Not applicable.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

ITEM 2.  PROPERTIES.

Our executive offices are located at 7076 Spyglass Avenue, Parkland, FL 33076.
We occupy approximately 200 square feet of office space, which we currently
occupy rent-free.

ITEM 3.  LEGAL PROCEEDINGS.

We are not a party to any legal proceedings, nor are we aware of any threatened
litigation whatsoever.

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

There were no matters submitted to a vote of security holders during the fourth
quarter of 2009.


                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
         ISSUER PURCHASES OF EQUITY SECURITIES.

MARKET INFORMATION

Our common stock has not been approved for quotation on any Exchange. While we
anticipate that a public trading market for our shares of common stock will
develop, a public trading market for our shares of Common Stock has not yet
commenced and no shares of our common stock have been traded. There can be no
assurance that such a public trading market will develop, or, if such a trading
market is developed, that it can be maintained with liquidity. On March 10,
2010, there were 41 registered holders of our common stock.

                                        5
<PAGE>

DIVIDENDS

We have not paid any dividends on our common stock, and it is not anticipated
that any dividends will be paid in the foreseeable future. The declaration and
payment of dividends in the future will be determined by the Board of Directors
in light of conditions then existing, including our earnings, financial
condition, capital requirements and other factors.

RECENT SALES OF UNREGISTERED SECURITIES

The following is a summary of transactions by us from November 5, 2008, which is
our inception, through March 10, 2010 involving sales of our securities that
were not registered under the Securities Act. Each offer and sale was made in
reliance on Section 4(2) of the Securities Act, or Regulation D promulgated
under Section 4(2) of the Securities Act, as transactions by an issuer not
involving any public offering. The purchasers were "accredited investors,"
officers, directors or employees of the registrant or known to the registrant
and its management through pre-existing business relationships, family, friends
and employees. All purchasers were provided access to all material information
which they requested, and all information necessary to verify such information
and were afforded access to management of the registrant in connection with
their purchases. All holders of the unregistered securities acquired such
securities for investment and not with a view toward distribution, acknowledging
such intent to the registrant. All certificates or agreements representing such
securities that were issued contained restrictive legends, prohibiting further
transfer of the certificates or agreements representing such securities, without
such securities either being first registered or otherwise exempt from
registration under the Securities Act, in any further resale or disposition.

On November 8, 2008, the Company issued 6,862,500 shares of common stock for the
purchase of all rights, title and interest into the patent pending application
for the commercial lighting technology designed for commercial and residential
buildings to replace conventional drop ceiling troffers and to replace the
fluorescent bulbs used in the existing and conventional troffers. The value of
the purchase was determined to be the cost to create the patent application,
which was $6,862. We believe that the issuance of the shares was exempt from the
registration and prospectus delivery requirements of the Securities Act of 1933
by virtue of Section 4(2).

On December 10, 2008, the Company issued 1,687,500 shares of common stock to an
independent consultant for services rendered in the amount of $1,688. We believe
that the issuance of the shares was exempt from the registration and prospectus
delivery requirements of the Securities Act of 1933 by virtue of Section 4(2).

In February, 2009, the Company issued 450,000 shares of common stock for $0.025
per share to an investor for cash in the amount of $11,250. We believe that the
issuance of the shares was exempt from the registration and prospectus delivery
requirements of the Securities Act of 1933 by virtue of Section 4(2).

Directors Share Issuances
-------------------------

None.

                                        6
<PAGE>

USE OF PROCEEDS FROM INITIAL PUBLIC OFFERING

On March 10, 2009, we commenced an initial public offering of 3,000,000 shares
of our Common Stock pursuant to our Form S-1 Registration Statement ( No.
333-157495), which was declared effective by the SEC on such date. Of the
3,000,000 shares of Common Stock that were offered, 830,000 shares were sold at
an offering price of $0.03 per share and generated gross proceeds of $24,900.
Such offering was made directly to the public by us without the assistance of
any underwriters, brokers or dealers. The proceeds of the offering in the amount
of $24,900 and have been used by us in the business, as of December 31, 2009, as
follows:

         Legal fees and expenses ........................       $ 3,182
         Accounting fees and expenses ...................         2,000
         Consulting Fees ................................        15,750
         Miscellaneous ..................................         1,500
         Cash in Bank at December 31, 2009 ..............         2,468
                                                                -------
                Total ...................................       $24,900
                                                                =======

                                       7
<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA.

The following financial data has been derived from and should be read in
conjunction with (i) our audited financial statements for the year ended
December 31, 2009 and the period from November 5, 2008 (inception) to December
31, 2008, together with the notes to these financial statements; (ii) and the
sections of this report entitled "Business" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations", included elsewhere
herein or filed with the SEC. Our historical results are not necessarily
indicative of the results we may achieve in any future period.
<TABLE>
<CAPTION>
                                                            Period from    Period from
                                                            November 5,    November 5,
                                                               2008           2008
                                                            (inception)    (inception)
                                              Year Ended      through        through
                                             December 31,   December 31,   December 31,
Consolidated Statement of Operations Data:      2009           2008           2009
------------------------------------------   -----------    -----------    -----------
<S>                                          <C>            <C>            <C>
Revenue ..................................   $         -    $         -    $         -
Cost of Goods Sold .......................             -              -              -
Gross Profit .............................             -              -              -

Expenses:
Depreciation and Amortization ............             -
General and administrative ...............        78,985         17,438         96,423

Total expenses ...........................        78,985         17,438         96,423
                                             -----------    -----------    -----------

Net (loss) ...............................   $   (78,985)   $   (17,438)   $   (96,423)

Basic and diluted net (loss) per share ...        (0.009)        (0.002)             -
Weighted average number of common shares
Outstanding ..............................     9,201,667      8,550,000              -

</TABLE>
                                                      As of            As of
                                                   December 31,     December 31,
Consolidated Balance Sheet Data:                       2009             2009
----------------------------------------------     ------------     ------------

Cash and cash equivalents ....................       $  2,468        $      -
Working capital (deficit) ....................        (14,335)        (15,750)
Total assets .................................          9,330           6,862
Total long-term liabilities ..................         44,250               -
Total liabilities ............................         61,053          15,750
Total shareholders' equity/(deficit) .........        (51,723)         (8,888)


                                        8
<PAGE>

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

The following discussion and analysis should be read in conjunction with our
consolidated financial statements, including the notes thereto, appearing in
this Form 10-K and are hereby referenced.

The statements in this report include forward-looking statements. These
forward-looking statements are based on our management's current expectations
and beliefs and involve numerous risks and uncertainties that could cause actual
results to differ materially from expectations. You should not rely upon these
forward-looking statements as predictions of future events because we cannot
assure you that the events or circumstances reflected in these statements will
be achieved or will occur. You can identify a forward-looking statement by the
use of the forward-terminology, including words such as "may", "will",
"believes", "anticipates", "estimates", "expects", "continues", "should",
"seeks", "intends", "plans", and/or words of similar import, or the negative of
these words and phrases or other variations of these words and phrases or
comparable terminology. These forward-looking statements relate to, among other
things: our sales, results of operations and anticipated cash flows; capital
expenditures; depreciation and amortization expenses; sales, general and
administrative expenses; our ability to maintain and develop relationship with
our existing and potential future customers; and, our ability to maintain a
level of investment that is required to remain competitive. Many factors could
cause our actual results to differ materially from those projected in these
forward-looking statements, including, but not limited to: variability of our
revenues and financial performance; risks associated with technological changes;
the acceptance of our products in the marketplace by existing and potential
customers; disruption of operations or increases in expenses due to our
involvement with litigation or caused by civil or political unrest or other
catastrophic events; general economic conditions, government mandates and
conditions in the gaming/entertainment industry in particular; and, the
continued employment of our key personnel and other risks associated with
competition.

For a discussion of the factors that could cause actual results to differ
materially from the forward-looking statements see the "Liquidity and Capital
Resources" section under "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in this item of this report and the other
risks and uncertainties that are set forth elsewhere in this report or detailed
in our other Securities and Exchange Commission reports and filings. We believe
it is important to communicate our expectations. However, our management
disclaims any obligation to update any forward-looking statements whether as a
result of new information, future events or otherwise.

OVERVIEW

ECOLIVEGREEN CORP.("ELG CORP.") is a development stage company, incorporated in
the State of Florida on November 5, 2008, to acquire, develop and market
environmentally efficient products. We currently own three (3) patents pending
which claim a commercial lighting technology which is energy saving and
environmentally friendly. The patent pending commercial lighting technology is
designed to be used in the commercial and residential building to replace
conventional drop ceiling troffers and to replace the fluorescent bulbs used in
the existing and conventional troffers.

                                        9
<PAGE>

Our business strategy is to provide quality products in the environmentally safe
areas and operate at a profit. Our primary focus over the next twelve (12)
months will be to concentrate our efforts on obtaining approval of our patent
pending applications and developing and/or acquiring other product candidates to
bring to the marketplace.

GOING CONCERN

Our financial statements have been prepared on the basis of accounting
principles applicable to a going concern. As a result, they do not include
adjustments that would be necessary if we were unable to continue as a going
concern and would therefore be obligated to realize assets and discharge our
liabilities other than in the normal course of operations. As reflected in the
accompanying financial statements, the Company is in the development stage with
no revenues to date, has used cash flows in operations of $68,482 from inception
of November 5, 2008 to December 31, 2009 and has an accumulated deficit of
$96,423 through December 31, 2009. This raises substantial doubt about our
ability to continue as a going concern, as expressed by our auditors in its
opinion on our financial statements included in this report. The ability of the
Company to continue as a going concern is dependent on the Company's ability to
raise additional capital and implement its business plan.

We have not yet established an ongoing source of revenues sufficient to cover
our operating costs and allow us to continue as a going concern. Our ability to
continue as a going concern is dependent on us obtaining adequate capital to
fund operating losses until we become profitable. If we are unable to obtain
adequate capital, we could be forced to cease operations. There can be no
assurance that we will operate at a profit or additional debt or equity
financing will be available, or if available, can be obtained on satisfactory
terms.

CRITICAL ACCOUNTING POLICIES

Our financial statements and accompanying notes have been prepared in accordance
with United States generally accepted accounting principles applied on a
consistent basis. The preparation of financial statements requires management to
make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues, expenses and related disclosures. On an on-going basis,
management evaluates these estimates and assumptions, including but not limited
to those related to revenue recognition and the impairment of long-lived assets,
goodwill and other intangible assets. Management bases its estimates on
historical experience and various other assumptions that it believes to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.

STOCK COMPENSATION

The Company adopted SFAS No. 123R, Share-Based Payment ("SFAS 123R"), which
requires all stock-based payments to employees, including grants of employee
stock options, to be recognized in the financial statements based on their fair
values. The Company accounts for stock-based compensation arrangements with
nonemployees in accordance with the Emerging Issues Task Force Abstract No.
96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees
for Acquiring, or in Conjunction with Selling Goods or Services. The Company
records the expense of such services to employees and non employees based on the
estimated fair value of the equity instrument using the Black-Scholes pricing
model.

                                       10
<PAGE>

REVENUE RECOGNITION

The Company recognizes revenue on arrangements in accordance with Securities and
Exchange Commission Staff Accounting Bulletin No. 101, "Revenue Recognition in
Financial Statements' and No. 104, "Revenue Recognition". In all cases, revenue
is recognized only when the price is fixed or determinable, persuasive evidence
of an arrangement exists, the service is performed and collectibility of the
resulting receivable is reasonably assured.

Product sales and shipping revenues, net of promotional discounts, rebates, and
return allowances, are recorded when the products are shipped and title passes
to customers. Retail sales to customers are made pursuant to a sales contract
that provides for transfer of both title and risk of loss upon our delivery to
the carrier. Return allowances, which reduce product revenue, are estimated
using historical experience. Revenue from product sales and services rendered is
recorded net of sales taxes. Amounts received in advance for subscription
services, are deferred and recognized as revenue over the subscription term.

OUTLOOK

The most important metric by which we judge the Company's performance now and in
the near term is top line sales growth. Our current commitment to develop and
deliver quality products means that, for the near future, bottom line
profitability will be a poor indicator of our success. We do not expect our
development investment rate to decline meaningfully in the near future. Since
investors are certain to be the primary, near term source of liquidity to
support our development and marketing efforts, our liquidity will be driven by
our ability to attract repeat investments from current shareholders and to find
new ones. This in turn may be materially impacted by the general investment
climate.

Our primary developmental and operational challenge is to increase the amount of
products we can offer and the amount of products can produce and make available
for sale.

REVENUES

As our revenues increase, we plan to continue to invest in marketing and sales
by increasing the number of direct sales consultants and management personnel,
expand our selling and marketing activities, building brand awareness and
sponsoring additional marketing events. We expect that in the future, marketing
and sales expenses will increase in absolute dollars. We do not expect our
revenues to increase significantly until the latter part of 2010.

GENERAL AND ADMINISTRATIVE EXPENSES

We expect that general and administrative expenses associated with executive
compensation will increase in the future. Although our current chief executive
officer, president, secretary and treasurer have foregone their full salary
payments during the initial stages of the business, we believe in the 2010
fiscal year that the compensation packages required to attract the senior
executives the Company requires to execute against its business plan will
increase our total general and administrative expenses.

SUMMARY OF CONDENSED RESULTS OF OPERATIONS

Any measurement and comparison of revenues and expenses from continuing
operations should not be considered necessarily indicative or interpolated as
the trend to forecast our future revenues and results of operations.

                                       11
<PAGE>

RESULTS FOR THE YEAR ENDED DECEMBER 31, 2009 COMPARED TO DECEMBER 31, 2008

Revenues. The Company's revenues for the year ended December 31, 2009 were $0.
The Company's revenues for the period from November 5, 2008 (inception) to
December 31, 2008 were $0. No revenues occurred for 2009 and 2008, because no
there were no product sales.

Cost of Revenues. The Company's cost of revenues for the year ended December 31,
2009 and for the period from November 5, 2008 (inception) to December 31, 2008
were $0. No costs of revenues occurred in 2009 and 2008, because no there were
no product sales.

Gross Profit/Loss. The Company's gross profit/loss for the year ended December
31, 2009 and for the period from November 5, 2008 (inception) to December 31,
2008 was $0. No gross profit resulted in the 2009 and 2008, because no there
were no product sales.

General and Administrative Expenses. General and administrative expenses for the
year ended December 31, 2009 were $78,985 compared to $17,438 for the period
from November 5, 2008 (inception) to December 31, 2008. General and
administrative expenses consisted primarily of professional service and
consulting fees associated with the Company's patent pending applications. The
increase in administrative expenses from the 2009 period compared to 2008 period
was due to an increase in the payment of professional and consulting service
fees.

Net Loss. Net loss for the year ended December 31, 2009 was $(78,985) as
compared to $(17,438) for the period from November 5, 2008 (inception) to
December 31, 2008. The increase in the net loss from the 2009 period compared to
2008 period was due to an increase in the payment of professional and consulting
service fees.

As of the year ended December 31, 2009, we had an accumulated deficit of
$(96,423).

IMPACT OF INFLATION

We believe that the rate of inflation has had negligible effect on our
operations. We believe we can absorb most, if not all, increased non-controlled
operating costs by increasing sales prices, whenever deemed necessary and by
operating our Company in the most efficient manner possible.

LIQUIDITY AND CAPITAL RESOURCES

The ability of the Company to continue as a going concern is dependent on the
Company's ability to raise additional capital and implement its business plan.
Since its inception, the Company has been funded through its initial public
offering, consultants and related parties.

As of December 31, 2009, total current assets were $2,468 which consisted of
cash. As of December 31, 2008, total current assets were $0.

As of December 31, 2009, total current liabilities were $16,803, which consisted
of $12,503 of accrued expenses and $4,300 of advances from related parties. As
of December 31, 2008, total current liabilities were $15,750, which consisted of
$9,750 of accounts payable and $6,000 of accrued expenses. We had negative net
working capital of $(14,335) as of December 31, 2009, compared to negative net
working capital of ($15,750) as of December 31, 2008.

                                       12
<PAGE>

During the year ended December 31, 2009, operating activities used cash of
$66,482 as compared to the period from November 5, 2008 (inception) to December
31, 2008, where we used cash of $0 in operating activities. The cash used by
operating activities for the year ended December 31, 2009 and the period from
November 5, 2008 (inception) to December 31, 2008 was due primarily to general
and administrative expenses.

For the year ended December 31, 2009, we had a net increase in cash of $2,468 as
compared to $0 cash for the period from November 5, 2008 (inception) to December
31, 2008. Cash flows from financing activities represented the Company's
principal source of cash since November 5, 2008 (inception) through December 31,
2009.

MATERIAL COMMITMENTS

We entered into a consulting agreement for a total amount of $60,000 for
services rendered from January 1, 2009 through December 31, 2009. Accordingly,
the total amount has been expensed for the year ended December 31, 2009. There
were no other material commitments during the year ended December 31, 2009 and
the period from November 5, 2008 (inception) to December 31, 2008.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements or any anticipate entering
into any off-balance arrangements that have or are reasonably likely to have a
current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that are material to investors.

CRITICAL ACCOUNTING POLICIES

Our financial statements and accompanying notes have been prepared in accordance
with United States generally accepted accounting principles applied on a
consistent basis. The preparation of financial statements in conformity with
U.S. generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to
prepare our financial statements. In general, management's estimates are based
on historical experience, on information from third party professionals, and on
various other assumptions that are believed to be reasonable under the facts and
circumstances. Actual results could differ from those estimates made by
management.

CASH AND CASH EQUIVALENTS

We consider all highly liquid debt instruments with original maturities of three
months or less to be cash equivalents. We have no cash equivalents.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.

                                       13
<PAGE>

INVENTORIES

Inventories are valued at the lower of cost or market on a first-in, first-out
(FIFO) basis, and include finished goods.

REVENUE RECOGNITION

We recognize revenue when:

   o  Persuasive evidence of an arrangement exists;

   o  Shipment has occurred;

   o  Price is fixed or determinable; and

   o  Collectibility is reasonably assured.

EARNINGS (LOSS) PER SHARE

We compute earnings per share in accordance with the Accounting Standards
Codification ("ASC") 260 "Earnings per Share" which was previously Statement of
Accounting Standards No. 128, "Earnings per Share ("SFAS No. 128"). Under the
provisions of ASC 260, basic earnings per share is computed by dividing the net
income (loss) for the period by the weighted average number of common shares
outstanding during the period. Diluted earnings per share is computed by
dividing the net income (loss) for the period by the weighted average number of
common and potentially dilutive common shares outstanding during the period.
There were no potentially dilutive common shares outstanding during the period
from November 5, 2008 (inception) through December 31, 2008 and the year ended
December 31, 2009.

INTANGIBLE ASSETS

Intangible assets are recorded at cost. The Company evaluates the recoverability
of identifiable intangible assets whenever events or changes in circumstances
indicate that an intangible asset's carrying amount may not be recoverable.
There was no impairment loss for the years ended December 31, 2009 and the
period from November 5, 2008 (inception) through December 31, 2009.

INCOME TAXES

The Company accounts for income taxes as outlined in ASC 740 "Income Taxes",
which was previously Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes." Under the asset and liability method of Statement
109, deferred tax assets and liabilities are recognized for the estimated future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
in effect for the year in which those temporary differences are expected to be
recovered or settled.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company considers that the carrying amount of financial instruments,
including accounts payable, approximates fair value because of the short
maturity of these instruments.

                                       14
<PAGE>

SHARE BASED PAYMENTS
(INCLUDED IN ASC 718 "COMPENSATION-STOCK COMPENSATION")

In December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment," which
replaces SFAS No. 123 and supersedes APB Opinion No. 25. Under SFAS No. 123(R),
companies are required to measure the compensation costs of share-based
compensation arrangements based on the grant-date fair value and recognize the
costs in the financial statements over the period during which employees or
independent contractors are required to provide services. Share-based
compensation arrangements include stock options and warrants, restricted share
plans, performance-based awards, share appreciation rights and employee share
purchase plans. In March 2005, the SEC issued Staff Accounting Bulletin No. 107,
or "SAB 107". SAB 107 expresses views of the staff regarding the interaction
between SFAS No. 123(R) and certain SEC rules and regulations and provides the
staff's views regarding the valuation of share-based payment arrangements for
public companies. SFAS No. 123(R) permits public companies to adopt its
requirements using one of two methods. On April 14, 2005, the SEC adopted a new
rule amending the compliance dates for SFAS 123(R). Companies may elect to apply
this statement either prospectively, or on a modified version of retrospective
application under which financial statements for prior periods are adjusted on a
basis consistent with the pro forma disclosures required for those periods under
SFAS 123.

Effective November 5, 2008, the Company has fully adopted the provisions of SFAS
No. 123(R) and related interpretations as provided by SAB 107. As such,
compensation cost is measured on the date of grant as the fair value of the
share-based payments. Such compensation amounts, if any, are amortized over the
respective vesting periods of the share-based payments.

RECENT ACCOUNTING PRONOUNCEMENTS

The company has adopted all recently issued accounting pronouncements. The
adoption of the accounting pronouncements, including those not yet effective, is
not anticipated to have a material effect on the financial position or results
of operations of the Company.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are not subject to risks related to foreign currency exchange rate
fluctuations. Our functional currency is the United States dollar. We do not
transact our business in other currencies. As a result, we are not subject to
exposure from movements in foreign currency exchange rates. We do not use
derivative financial instruments for speculative trading purposes.

                                       15
<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                                                         LAKE & ASSOCIATES CPA'S

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of EcoLiveGreen Corp.

We have audited the accompanying balance sheet of EcoLIveGreen Corp. (a
development stage enterprise)(the "Company") as of December 31, 2009 and 2008
and the related statements of operations, stockholders' equity/(deficit), and
cash flows for the years then ended, and for the period November 5, 2008
(inception) through December 31, 2009. These financial statements are the
responsibility of the company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of EcoLiveGreen Corp. (a Florida
corporation) as of December 31, 2009 and 2008 and the results of its operations
and its cash flows for the years then ended and the period November 5, 2008
(inception) through December 31, 2009, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed further in Note 1, the
Company has been in the development stage since its inception (November 5, 2008)
and continues to incur significant losses. The Company's viability is dependent
upon its ability to obtain future financing and the success of its future
operations. These factors raise substantial doubt as to the Company's ability to
continue as a going concern. Management's plan in regard to these matters is
also described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/ Lake & Associates CPA's LLC
Lake & Associates CPA's LLC
Boca Raton, Florida
March 16, 2010

1905 Wright Boulevard                              20283 State Road 7, Suite 300
Schaumburg, IL 60193                                   Boca Raton, Florida 33498

Phone: 847-524-0800                                          Phone: 561.982.9874
Fax: 847-524-1655                                              Fax: 561.982.7985

                                       16
<PAGE>

                               EcoLiveGreen Corp.
                          (A Development Stage Company)
                                  BALANCE SHEET

                                    (Audited)

                                     ASSETS
                                                             2009        2008
                                                           --------    --------
CURRENT ASSETS
  Cash .................................................   $  2,468    $      -
                                                           --------    --------
    TOTAL CURRENT ASSETS ...............................      2,468           -

OTHER ASSETS
  Intellectual Assets ..................................      6,862       6,862
                                                           --------    --------
    TOTAL OTHER ASSETS .................................      6,862       6,862

TOTAL ASSETS ...........................................   $  9,330    $  6,862
                                                           ========    ========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Accounts Payable .....................................   $      -    $  9,750
  Accrued Liabilities ..................................     12,503       6,000
  Advances from Related Parties ........................      4,300           -
                                                           --------    --------
    TOTAL CURRENT LIABILITIES ..........................     16,803      15,750

LONG TERM LIABILITIES
  Note Payable-Consultant ..............................     44,250           -
                                                           --------    --------
    TOTAL LONG TERM LIABILITIES ........................     44,250           -
                                                           --------    --------

TOTAL LIABILITIES ......................................     61,053      15,750

STOCKHOLDERS' EQUITY/(DEFICIT)
  Common stock:  par value $.001;
    100,000,000 shares authorized;
    9,830,000 at December 31, 2009 and 8,550,000 at
    December 31, 2008 issued and outstanding ...........      9,830       8,550
  Additional paid in capital ...........................     34,870           -
  Deficit accumulated during the development stage .....    (96,423)    (17,438)
                                                           --------    --------
    TOTAL STOCKHOLDERS' EQUITY/(DEFICIT) ...............    (51,723)     (8,888)
                                                           --------    --------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT) ...   $  9,330    $  6,862
                                                           ========    ========

   The accompanying notes are an integral part of these financial statements.

                                       17
<PAGE>
<TABLE>
                                     EcoLiveGreen Corp.
                                (A Development Stage Company)
                                   STATEMENT OF OPERATIONS
             For the Period November 5, 2008 (inception) thru December 31, 2009
<CAPTION>
                                                                   For the       Cumulative
                                                                 period from    Amount from
                                                                 November 5,    November 5,
                                                                     2008           2008
                                                    For the      (inception)    (inception)
                                                   year ended         to             to
                                                  December 31,   December 31,   December 31,
                                                      2009           2008           2009
                                                  -----------    -----------    -----------
<S>                                               <C>            <C>            <C>
REVENUES
  Sales .......................................   $         -    $         -    $         -
  Cost of Sales ...............................             -              -              -
                                                  -----------    -----------    -----------

Gross Profit ..................................             -              -              -

OPERATING EXPENSES
  Administrative and General ..................         2,053              -          2,053
  Legal and Accounting ........................         9,000         15,750         24,750
  Consulting ..................................        67,932          1,688         69,620
                                                  -----------    -----------    -----------

    TOTAL OPERATING EXPENSES ..................        78,985         17,438         96,423

LOSS FROM OPERATIONS ..........................       (78,985)       (17,438)       (96,423)
                                                  -----------    -----------    -----------

OTHER INCOME ..................................             -              -              -
                                                  -----------    -----------    -----------

    TOTAL OTHER INCOME ........................             -              -              -

NET OPERATING INCOME (LOSS) BEFORE INCOME TAXES       (78,985)       (17,438)       (96,423)
                                                  -----------    -----------    -----------

PROVISION FOR INCOME TAXES ....................             -              -              -
                                                  -----------    -----------    -----------

NET INCOME (LOSS) .............................   $   (78,985)   $   (17,438)   $   (96,423)
                                                  ===========    ===========    ===========

BASIC AND DILUTED NET LOSS PER SHARE ..........        (0.009)        (0.002)             -

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING .     9,201,667      8,550,000              -

**  Less than .01

         The accompanying notes are an integral part of these financial statements.

                                             18
</TABLE>
<PAGE>
<TABLE>
                                                EcoLiveGreen Corp.
                                           (A Development Stage Company)
                                    STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                        For the Period November 5, 2008 (inception) thru December 31, 2009
<CAPTION>
                                              Common Stock            Additional     Retained          Total
Par Value of $0.001                                                    Paid-in       Earnings      Stockholders'
                                          Shares         Amount        Capital       (Deficit)    Equity/(Deficit)
----------------------------------      ---------      ---------      ----------     ---------    ----------------
<S>                                     <C>            <C>            <C>            <C>             <C>
Balance at November 5, 2008
 (date of inception) .............              -      $       -      $       -      $       -       $       -
Common stock issued for patent ...      6,862,500          6,862              -              -           6,862
Common stock issued for
 consulting services .............      1,687,500          1,688              -              -           1,688
Net loss for the period ..........              -              -              -        (17,438)        (17,438)
                                        ---------      ---------      ---------      ---------       ---------
  Balance December 31, 2008 ......      8,550,000          8,550              -        (17,438)         (8,888)

Common stock issued in
 February 2009 for cash ..........        450,000            450         10,800              -          11,250

Common stock issued in August 2009
 for cash and services in offering        830,000            830         24,070              -          24,900

Net loss for the period ..........              -              -              -        (78,985)        (78,985)
                                        ---------      ---------      ---------      ---------       ---------

  Balance December 31, 2009 ......      9,830,000      $   9,830      $  34,870      $ (96,423)      $ (51,723)
                                        =========      =========      =========      =========       =========

                    The accompanying notes are an integral part of these financial statements.

                                                        19
</TABLE>
<PAGE>
<TABLE>
                                        EcoLiveGreen Corp.
                                   (A Development Stage Company)
                                      STATEMENT OF CASH FLOWS
                For the Period November 5, 2008 (inception) thru December 31, 2009
<CAPTION>
                                                                         For the       Cumulative
                                                                       period from    Amount from
                                                                       November 5,    November 5,
                                                                           2008           2008
                                                          For the      (inception)    (inception)
                                                         year ended         to             to
                                                        December 31,   December 31,   December 31,
                                                            2009           2008           2009
                                                        ------------   ------------   ------------
<S>                                                       <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Income (Loss) ................................      $(78,985)      $(17,438)      $(96,423)
  Adjustments to reconcile net loss to net
   cash used in operations:
  Issuance of common stock for services ............        15,750          1,688         17,438
  Forgiveness of shareholder payable
  Changes in operating liabilities and assets:
    Accounts payable ...............................        (9,750)         9,750              -
    Accrued liabilities ............................         6,503          6,000         12,503
    Acquisition of intellectual property ...........             -              -              -
                                                          --------       --------       --------


NET CASH USED IN OPERATING ACTIVITIES ..............       (66,482)             -        (66,482)

CASH FLOWS FROM FINANCING ACTIVITIES
  Increase in advances from related parties ........         4,300              -          4,300
  Increase in notes payable-consultant .............        44,250              -         44,250
  Issuance of common stock .........................        20,400              -         20,400
                                                          --------       --------       --------

NET CASH PROVIDED BY FINANCING ACTIVITIES ..........        68,950              -         68,950
                                                          --------       --------       --------


NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS         2,468              -          2,468

CASH AND CASH EQUIVALENTS
  Beginning of Period ..............................             -              -              -
                                                          --------       --------       --------
  End of Period ....................................      $  2,468       $      -       $  2,468
                                                          ========       ========       ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
  Cash paid for interest ...........................      $      -       $      -       $      -
                                                          --------       --------       --------
  Cash paid for income taxes .......................      $      -       $      -       $      -
                                                          --------       --------       --------
  Issuance of stock for patents ....................      $      -       $  6,862       $  6,862
                                                          --------       --------       --------

            The accompanying notes are an integral part of these financial statements.

                                                20
</TABLE>
<PAGE>

                               ECOLIVEGREEN, CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                     DECEMBER 31, 2009 AND DECEMBER 31, 2008

NOTE 1 - DESCRIPTION OF BUSINESS AND DEVELOPMENT STAGE RISK

Description of Business
-----------------------

ECOLIVEGREEN CORP.("ELG CORP.") is a development stage company, incorporated in
the State of Florida on November 5, 2008, to acquire, develop and market
environmentally efficient products. We currently own three (3) patents pending
which claim a commercial lighting technology which is energy saving and
environmentally friendly. The patent pending commercial lighting technology is
designed to be used in the commercial and residential building to replace
conventional drop ceiling troffers and to replace the fluorescent bulbs used in
the existing and conventional troffers. We have filed our initial patent pending
number with the United States Patent Office and currently the patent is pending
through the process. This patent pending product is of engineering design
whereby the fluorescents have a longer life without gaseous matter whereby the
ecological advantage could and should be realized.

Our principal executive office is located at 7076 Spyglass Avenue, Parkland, FL
33076. Our telephone number is (954) 599-3672. Our fiscal year ends on December
31st.

Basis of Presentation
---------------------

The accompanying financial statements have been prepared by the Company. The
Company's financial statements are prepared in accordance with generally
accepted accounting principles in the United States of America ("US GAAP").

Going Concern
-------------

The Company's financial statements are prepared using generally accepted
accounting principles in the United States of America applicable to a going
concern, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company has not yet
established an ongoing source of revenues sufficient to cover its operating
costs and allow it to continue as a going concern. The ability of the Company to
continue as a going concern is dependent on the Company obtaining adequate
capital to fund operating losses until it becomes profitable. If the Company is
unable to obtain adequate capital, it could be forced to cease operations. The
accompanying financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.

Management's Plan to Continue as a Going Concern
------------------------------------------------

The Company has met its historical working capital requirements from the sale of
its capital shares and loans from related parties. In order to continue as a
going concern, the Company will need, among other things, additional capital
resources. Management's plans to obtain such resources for the Company include
obtaining capital from the sale of its securities, and loans from related
parties and consultants. However, management cannot provide any assurance that
the Company will be successful in accomplishing any of its plans.

                                       21
<PAGE>

                               ECOLIVEGREEN, CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                     DECEMBER 31, 2009 AND DECEMBER 31, 2008

The ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations.

Development Stage Risk
----------------------

The Company has earned minimal revenues from operations. Accordingly, the
Company's activities have been accounted for as those of a "Development Stage
Enterprise" as set forth in Accounting Standards Codification ("ASC") 915
"Development Stage Entities", which was previously Financial Accounting
Standards Board Statement No. 7 ("SFAS 7"). Among the disclosures required by
ASC 915 are that the Company's financial statements be identified as those of a
development stage company, and that the statements of operations, stockholders'
equity/(deficit) and cash flows disclose activity since the date of the
Company's inception

Since its inception, the Company has been dependent upon the receipt of capital
investment and loans to fund its continuing activities. In addition to the
normal risks associated with a new business venture, there can be no assurance
that the Company's business plan will be successfully executed. Our ability to
execute our business plan will depend on our ability to obtain additional
financing and achieve a profitable level of operations. There can be no
assurance that sufficient financing will be obtained. Further, we cannot give
any assurance that we will generate substantial revenues or that our business
operations will prove to be profitable.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents
-------------------------

The Company considers all highly liquid debt instruments with original
maturities of three months or less to be cash equivalents. The Company has no
cash equivalents.

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

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.

Inventories
-----------

Inventories are valued at the lower of cost or market on a first-in, first-out
(FIFO) basis, and include finished goods.

                                       22
<PAGE>

                               ECOLIVEGREEN, CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                     DECEMBER 31, 2009 AND DECEMBER 31, 2008

Equipment
---------

Equipment is stated at cost, less accumulated depreciation. Depreciation is
provided using the straight-line method over the estimated useful life of five
years.

Revenue Recognition
-------------------

The Company recognizes revenue when:

   o  Persuasive evidence of an arrangement exists;

   o  Shipment has occurred;

   o  Price is fixed or determinable; and

   o  Collectability is reasonably assured.

The Company closely follows the provisions of ASC 605, "Revenue Recognition",
which includes the guidelines of Staff Accounting Bulletin No. 104 as described
above. For the periods from November 5, 2008 (inception) to December 31, 2008
and January 1, 2009 to December 31, 2009, respectively, the Company recognized
no revenues.

Earnings (Loss) Per Share
-------------------------

The Company computes earnings per share in accordance with ASC 260, "Earnings
Per Share", which was previously Statement of Accounting Standards No. 128,
"Earnings per Share ("SFAS No. 128"). Under the provisions of SFAS No. 128,
basic earnings per share is computed by dividing the net income (loss) for the
period by the weighted average number of common shares outstanding during the
period. Diluted earnings per share is computed by dividing the net income (loss)
for the period by the weighted average number of common and potentially dilutive
common shares outstanding during the period. There were no potentially dilutive
common shares outstanding during the period.

Intangible Assets
-----------------

The Company evaluates the recoverability of identifiable intangible assets
whenever events or changes in circumstances indicate that an intangible asset's
carrying amount may not be recoverable. There was no impairment loss for the
period from November 5, 2008 (inception) to December 31, 2009.

                                       23
<PAGE>

                               ECOLIVEGREEN, CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                     DECEMBER 31, 2009 AND DECEMBER 31, 2008

Income Taxes
------------

The Company accounts for income taxes as outlined in ASC 740, "Income Taxes",
which was previously Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes." Under the asset and liability method of Statement
109, deferred tax assets and liabilities are recognized for the estimated future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
in effect for the year in which those temporary differences are expected to be
recovered or settled.

Fair Value of Financial Instruments
-----------------------------------

The Company considers that the carrying amount of financial instruments,
including accounts payable, approximates fair value because of the short
maturity of these instruments.

Related Parties
---------------

Related parties, which can be a corporation, individual, investor or another
entity are considered to be related if the party has the ability, directly or
indirectly, to control the other party or exercise significant influence over
the Company in making financial and operating decisions. Companies are also
considered to be related if they are subject to common control or common
significant influence. The Company has these relationships.

Share Based Payments
--------------------
(included in ASC 718 "Compensation-Stock Compensation")

In December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment," which
replaces SFAS No. 123 and supersedes APB Opinion No. 25. SFAS No. 123(R) is now
included in ASC 718 "Compensation - Stock Compensation." Under SFAS No. 123(R),
companies are required to measure the compensation costs of share-based
compensation arrangements based on the grant-date fair value and recognize the
costs in the financial statements over the period during which employees or
independent contractors are required to provide services. Share-based
compensation arrangements include stock options and warrants, restricted share
plans, performance-based awards, share appreciation rights and employee share
purchase plans. In March 2005, the SEC issued Staff Accounting Bulletin No. 107,
or "SAB 107". SAB 107 expresses views of the staff regarding the interaction
between SFAS No. 123(R) and certain SEC rules and regulations and provides the
staff's views regarding the valuation of share-based payment arrangements for
public companies. SFAS No. 123(R) permits public companies to adopt its
requirements using one of two methods. On April 14, 2005, the SEC adopted a new
rule amending the compliance dates for SFAS 123(R). Companies may elect to apply
this statement either prospectively, or on a modified version of retrospective
application under which financial statements for prior periods are adjusted on a
basis consistent with the pro forma disclosures required for those periods under
SFAS 123.

                                       24
<PAGE>

                               ECOLIVEGREEN, CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                     DECEMBER 31, 2009 AND DECEMBER 31, 2008

Effective for the year ended December 31, 2008, the Company has fully adopted
the provisions of SFAS No. 123(R) and related interpretations as provided by SAB
107. As such, compensation cost is measured on the date of grant as the fair
value of the share-based payments. Such compensation amounts, if any, are
amortized over the respective vesting periods of the option grant.

Recently Issued Accounting Pronouncements
-----------------------------------------

The company has adopted all recently issued accounting pronouncements. The
adoption of the accounting pronouncements, including those not yet effective, is
not anticipated to have a material effect on the financial position or results
of operations of the Company.

Subsequent Events
-----------------

We evaluated subsequent events through the date and time our financial
statements were issued on March 16, 2010.

NOTE 3 - EQUITY TRANSACTIONS

On November 8, 2008, the Company issued 6,862,500 shares of common stock for the
purchase of all rights, title and interest into the patent pending application
for the commercial lighting technology designed for commercial and residential
buildings to replace conventional drop ceiling troffers and to replace the
fluorescent bulbs used in the existing and conventional troffers. The value of
the purchase was determined to be the cost to create the patent application,
which was $6,862.

On December 10, 2008, the Company issued 1,687,500 shares of common stock to an
independent consultant for services rendered in the amount of $1,688.

In February, 2009, the Company issued 450,000 shares of common stock for $0.025
per share to an investor for cash in the amount of $11,250.

In August, 2009, the Company issued 830,000 shares of common stock for $0.03 per
share to various investors for cash and consideration of $24,900.

NOTE 4 - OPTIONS AND WARRANTS OUTSTANDING

In February, 2009, the company sold 450,000 common shares to one (1) investor
for $0.025 per share for a total of $11,250. This investor also received an
option to acquire 450,000 common shares at $0.05 per share expiring December 31,
2012.

                                       25
<PAGE>

                               ECOLIVEGREEN, CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                     DECEMBER 31, 2009 AND DECEMBER 31, 2008

NOTE 5 - INCOME TAXES

The Company provides for income taxes under ASC 740, "Income Taxes", which was
previously Statement of Financial Accounting Standards No. 109, Accounting for
Income Taxes. SFAS No. 109 requires the use of an asset and liability approach
in accounting for income taxes. Deferred tax assets and liabilities are recorded
based on the differences between the financial statement and tax bases of assets
and liabilities and the tax rates in effect when these differences are expected
to reverse.

SFAS No. 109 requires the reduction of deferred tax assets by a valuation
allowance if, based on the weight of available evidence, it is more likely than
not that some or all of the deferred tax assets will not be realized.

The provision for income taxes differs from the amounts which would be provided
by applying the statutory federal income tax rate of 34% to the net loss before
provision for income taxes for the following reasons:

                                                    December 31,    December 31,
                                                        2009            2008
                                                    ------------    ------------
Income tax expense (asset) at statutory rate ..       $(26,855)       $ (5,929)
Valuation allowance ...........................         26,855           5,929
                                                      --------        --------

Income tax expense per books ..................       $      0        $      0
                                                      ========        ========

Net deferred tax assets consist of the following components as of:

                                                    December 31,    December 31,
                                                        2009            2008
                                                    ------------    ------------
NOL Carryover .................................       $ 78,985        $ 17,438
Valuation allowance ...........................        (78,985)        (17,438)
                                                      --------        --------

Net deferred tax asset ........................       $      0        $      0
                                                      ========        ========

Due to the change in ownership provisions of the Tax Reform Act of 1986, net
operating loss carry forwards for the year ended December 31, 2009 and the
period from November 5, 2008 (inception) to December 31, 2008, were $78,985 and
17,438, respectively, which expire through 2029, and for federal income tax
reporting purposes are subject to annual limitations. Should a change in our
ownership occur the net operating loss carry forwards may be limited as to their
use in future years.

                                       26
<PAGE>

                               ECOLIVEGREEN, CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                     DECEMBER 31, 2009 AND DECEMBER 31, 2008

NOTE 6 - CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Company to concentrations of
credit risk consist principally of cash deposits. Accounts at each institution
are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000.
At December 31, 2009 and December 31, 2008, respectively, the Company had no
amounts in excess of FDIC insured limit.

NOTE 7 - INTELLECTUAL PROPERTY AGREEMENT

The Company purchased on November 10, 2008, from an entity owned by its three
(3) officers and directors, all rights title and interest to three (3) pending
patents as filed with the Patent Office of the United States. The pending 3
patents are in the specific field of commercial lighting technology which is
energy saving and environmentally friendly. We paid $6,862 for these
intellectual rights for the consideration of the issuance of 6,862,500 common
shares at $0.001 per share. Since these patents are pending, we have no
assurances that they will be approved and even upon approval, they will become
economically viable. It is the Company's policy to amortize its intellectual
property over an anticipated three (3) year life once the patent has been
approved by the United States Patent Office. In the event the patent is denied,
the Company's policy is to expense any and all capitalized items relating to the
patent immediately for financial purposes.

NOTE 8 - RELATED PARTY TRANSACTIONS

On November 10, 2008, the company entered into agreement to acquire the
intellectual properties of three (3) pending patents in the specific area of
fluorescent bulbs for $6,862. This agreement was entered into the same three (3)
officers and directors that are the present officers and directors of our
company. We issued a total of 6,862,500 shares for the intellectual properties
of these three (3) pending patents rather than the payment of cash or equivalent
as provided within said agreement.

On December 10, 2008, the company entered into an agreement with Steven
Adelstein, its independent consultant, for the amount of $60,000. This amount
($60,000) represents consulting services to be rendered from January 1, 2009
until December 31, 2009 in equal monthly installments. Under the terms and
conditions of the agreement, the Company will be advanced cash and cash
equivalents as required to pay for filing expenses including filing fees with
the Securities and Exchange Commission, audit fees for the audited financials as
of December 31, 200 8, and certain defined operating expenses.

The balance is for consulting services provided from time to time by Mr.
Adelstein as defined in said agreement. The total amount of $60,000 shall be in
the form of a note commencing to accrue interest at January 1, 2010, at 7.2%,
having both interest and principal payable with a balloon payment on December
31, 2012. The note is convertible into common shares at $0.05 per share at the
discretion of note holder until December 31, 2012. There shall not be any
pre-payment penalties and interest shall be compounded annually. The amount
outstanding at December 31, 2009 is $44,250. Mr. Adelstein agreed to purchase an
additional 525,000 common shares in February, 2009 at $0.03 per share for a
total of $15,750 therefore reducing his note by $15,750.

                                       27
<PAGE>

                               ECOLIVEGREEN, CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                     DECEMBER 31, 2009 AND DECEMBER 31, 2008


Mr. Adelstein is the husband of Judith Adelstein, a shareholder at December 31,
2009 and 2008. Mr. Adelstein was paid for consulting services $1,688 for the
year ending December 31, 2008 by the issuance of 1,687,500 common shares of the
Company.

The Company does not lease or rent any property. Office space and services are
provided without charge by Steven Adelstein, independent consultant. Such costs
are immaterial to the financial statements and, accordingly, have not been
reflected therein.

The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the resolution
of such conflicts.

                                       28
<PAGE>

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

None.

ITEM 9A. CONTROLS AND PROCEDURES.

We maintain disclosure controls and procedures that are designed to ensure that
the information required to be disclosed in the reports that we file under the
Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission's rules and forms, and that such information is accumulated
and communicated to our management, including our President and Treasurer, as
appropriate, to allow timely decisions regarding required disclosures. In
designing and evaluating the disclosure controls and procedures, management
recognized that any controls and procedures, no matter how well designed and
operated, can only provide reasonable assurance of achieving the desired control
objectives, and in reaching a reasonable level of assurance, management
necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.

As required by SEC Rule 13a-15(b), we carried out an evaluation, under the
supervision and with the participation of our management, including our
President and Treasurer, of the effectiveness of the design and operation of our
disclosure controls and procedures as of the end of our fourth fiscal quarter
covered by this report. Based on the foregoing, our President and Treasurer
concluded that our disclosure controls and procedures were effective at the
reasonable assurance level.

There has been no change in our internal controls over financial reporting
during our fourth fiscal quarter ended December 31, 2009, that has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
----------------------------------------------------------------

Our management of is responsible for establishing and maintaining adequate
internal control over financial reporting. Internal control over financial
reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the
Securities Exchange Act of 1934 as a process designed by, or under the
supervision of, the Company's principal executive and financial officer and
effected by the Company's board of directors, management and other personnel, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles and includes those policies and
procedures that:

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

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

                                       29
<PAGE>

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

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

The Company's management assessed the effectiveness of the Company's internal
control over financial reporting as of December 31, 2009. In making this
assessment, the Company's management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in
Internal Control-Integrated Framework. The COSO framework is based upon five
integrated components of control: control environment, risk assessment, control
activities, information and communications and ongoing monitoring.

Based on the assessment performed, management has concluded that the Company's
internal control over financial reporting, as of December 31, 2009, is effective
and provides reasonable assurance regarding the reliability of its financial
reporting and the preparation of its financial statements in accordance with
generally accepted accounting principles. Further, management has not identified
any material weaknesses in internal control over financial reporting as of
December 31, 2009.

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

/s/ Len Bryant
CEO, President and Treasurer

ITEM 9B. OTHER INFORMATION.

There exists no information required to be disclosed by us in a report on Form
8-K during the fourth quarter ended December 31, 2009, but not reported.

                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Our officers and directors will serve until his successor is elected and
qualified. Our officers are elected by the Board of Directors to a term of one
(1) year and serve until their successor is duly elected and qualified, or until
they are removed from office. The Board of Directors has no nominating, auditing
or compensation committees.

                                       30
<PAGE>

The name, address, age and position of our president, secretary/treasurer, and
director and vice president is set forth below:

Name and Address                Age     Position(s)
-----------------               ---     -----------
Len Bryan                       53      President / Secretary / Director
5730 Golden Eagle Circle
Palm Beach Garden, FL 33418

Paul L. Culler                  71      Vice President / Director
346 Fairway North
Tequesta, FL 33469

Alfred H. Tracy III             47      Vice President / Chief Financial Officer
16178 Rosecroft Terrace                 / Director
Lady Lake, FL 32162

The persons named above have held their offices/positions since the inception of
our company and is expected to hold their offices/positions until the next
annual meeting of our stockholders.

TERM OF OFFICE

All of our directors hold office until the next annual general meeting of the
shareholders or until their successors are elected and qualified. Our officers
are appointed by our board of directors and hold office until their earlier
death, retirement, resignation or removal.

SIGNIFICANT EMPLOYEES

There are no significant employees other than our executive officers.

COMMITTEES OF THE BOARD OF DIRECTORS

Our board of directors intends to establish an audit committee, a compensation
committee and a nominating and corporate governance committee. Our board may
establish other committees from time to time to facilitate the management of our
company; however, we have not yet established any such committees.

AUDIT COMMITTEE. Our audit committee will oversee a broad range of issues
surrounding our accounting and financial reporting processes and audits of our
financial statements, including by (1) assisting our board in monitoring the
integrity of our financial statements, our compliance with legal and regulatory
requirements, our independent auditor's qualifications and independence and the
performance of our internal audit function and independent auditors, (2)
appointing, compensating, retaining and overseeing the work of any independent
registered public accounting firm engaged for the purpose of performing any
audits, reviews or attest services, and (3) preparing the audit committee report
that may be included in our annual proxy statement or annual report on Form
10-K. We will have at least three directors on our audit committee, each of whom
will be independent under the requirements of the NASDAQ Capital Market, the
Sarbanes-Oxley Act and the rules and regulations of the SEC. We have not yet
formed our audit committee.

                                       31
<PAGE>

COMPENSATION COMMITTEE. Our compensation committee will review and recommend our
policies relating to compensation and benefits for our executive officers and
other significant employees, including reviewing and approving corporate goals
and objectives relevant to compensation of our Chief Executive Officer and other
executive officers, evaluating the performance of our executive officers
relative to goals and objectives, determining compensation for these executive
officers based on these evaluations and overseeing the administration of our
incentive compensation plans. The compensation committee will also prepare the
compensation committee report that may be included in a subsequent annual report
on Form 10-K. We will have at least two directors on our compensation committee,
each of whom will be independent under the requirements of the NASDAQ Capital
Market. We do not yet have a compensation committee.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE. Our nominating and corporate
governance committee will (1) identify, review and recommend nominees for
election as directors, (2) advise our board of directors with respect to board
composition, procedures and committees, (3) recommend directors to serve on each
committee, (4) oversee the evaluation of our board of directors and our
management, and (5) develop, review and recommend corporate governance
guidelines and policies. We will have at least two directors on our nominating
and corporate governance committee, each of whom will be independent under the
requirements of the NASDAQ Capital Market. We do not yet have a nominating and
corporate governance committee.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Our board of directors does not have a compensation committee. Since inception,
all of our executive compensation decisions have been made by our board of
directors.

CODE OF ETHICS

Our board of directors has adopted a code of ethics on November 9, 2008 as filed
with the Securities and Exchange Commission for our principal executive, senior
financial officers and employees. This code of ethics applies to our principal
executive officer, principal financial officer, principal accounting officer,
and persons performing similar functions. We intend to disclose future
amendments to provisions of our code of ethics, or waivers of such provisions,
applicable to any principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, as required by law or regulation.

FAMILY RELATIONSHIPS

None.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

None of our directors, executive officers or control persons has been involved
in any of the events prescribed by Item 401(f) of Regulation S-K during the past
five years, including:

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

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

                                       32
<PAGE>

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

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

COMPLIANCE WITH SECTION 16(A) OF THE ACT

Section 16(a) of the Exchange Act requires our officers and directors, and
persons who own more than ten percent (10%) of our shares of common stock, to
file reports of ownership and changes in ownership with the SEC. Officers,
directors and greater than ten percent (10%) stockholders are required by
regulations promulgated by the SEC to furnish us with copies of all Section
16(a) forms that they file. With reference to transactions during the fiscal
year ended December 31, 2009, to our knowledge, all Section 16(a) forms required
to be filed with the SEC were filed.

ITEM 11. EXECUTIVE COMPENSATION.

COMPENSATION DISCUSSION AND ANALYSIS

PHILOSOPHY AND OBJECTIVES

For the period November 5, 2008 (inception) through December 31, 2009, all
compensation decisions were made by our board of directors. There has been no
compensation paid to officers and directors from inception through December 31,
2009. The primary objective of our compensation policies and programs with
respect to executive compensation is to serve our shareholders by attracting,
retaining and motivating talented and qualified individuals to manage and lead
our business. We will focus on providing a competitive compensation package that
provides significant short and long-term incentives for the achievement of
measurable corporate and individual performance objectives. We intend to
establish a compensation committee and future decisions regarding executive
compensation will be the responsibility of that committee.

ELEMENTS OF EXECUTIVE COMPENSATION

Base salary. We will seek to provide our senior management with a level of base
salary in the form of cash compensation appropriate to their roles and
responsibilities. Base salaries for our executives will be established based on
the executive's qualifications, experience, and scope of responsibilities,
future potential and past performance and cash available to pay executive
compensation. Base salaries will be reviewed annually and adjusted from time to
time to realign salaries with market levels after taking into account individual
responsibilities, performance and experience. We will consider four factors in
determining the base salaries of our named executive officers. These four
factors are, in order of significance, (1) creating an incentive to achieve
corporate goals, (2) individual performance, (3) cash available to pay
compensation and (4) the total compensation each executive officer previously
received while employed with us, if any.

                                       33
<PAGE>

Incentive cash bonuses. Our practice will be to seek to award incentive cash
bonuses to our executive officers based upon their individual performance, as
well as our overall business and strategic objectives. In determining the amount
of cash bonuses paid to our named executive officers, we will consider the same
four factors as in determining their base salaries. We have not paid any
incentive cash bonuses since inception.

Long-term equity compensation. We believe that successful long-term performance
is achieved through an ownership culture that encourages long-term performance
by our executive officers through the use of stock and stock-based awards. We
intend to establish equity incentive plans to provide our employees, including
our named executive officers, with incentives to help align those employees'
interests with the interests of our shareholders. We expect that our incentive
plans will permit the grant of stock options, restricted shares and other stock
awards to our executive officers, employees, consultants and non-employee board
members. When we hire executive officers in the future, we expect to grant them
stock-based awards that will generally vest over a four or five-year period. We
believe that stock-based awards provide an incentive for these officers to
continue their employment with us, provide our executive officers with an
opportunity to obtain an ownership interest in our company and encourage them to
focus on our long-term profitable growth. We believe that the use of stock-based
awards will promote our overall executive compensation objectives and expect
that equity incentives will continue to be a significant source of compensation
for our executives. In determining amounts awarded to our named executive
officers under our incentive plans, we will consider the same four factors (and
use the same method of measurement) as in determining base salary. The third
factor (cash available) has an indirect effect when determining long-term equity
compensation. Specifically, to the extent that this factor causes us not to pay
base salary or cash bonuses, it points toward providing long-term equity
compensation. We have not issued any long-term equity compensation since our
inception.

Other compensation. When we hire other executive officers, our executive
officers will be eligible to receive the same benefits, including non-cash group
life and health benefits that are available to all employees. We may offer a
401(k) plan to our employees, including our executive officers. This plan will
permit employees to make contributions up to a statutory maximum and will permit
us to make matching or profit-sharing contributions. To date, we have not
offered a 401(k) plan or made, or committed to make, any matching or
profit-sharing contributions under a 401(k) plan.

POLICIES RELATED TO COMPENSATION

Guidelines for equity awards. We have not formalized a policy as to the amount
or timing of equity grants to Michel Lemoine, our sole executive officer. We
expect, however, that the compensation committee will approve and adopt
guidelines for equity awards. Among other things, we expect that the guidelines
will specify procedures for equity awards to be made under various circumstances
address the timing of equity awards in relation to the availability of
information about us and provide procedures for grant information to be
communicated to and tracked by our finance department. As of the date of this
report, we have not established a finance department. We anticipate that the
guidelines will require that any stock options or stock appreciation rights have
an exercise or strike price not less than the fair market value of our common
stock on the date of the grant.

Stock ownership guidelines. As of the date of this report, we have not
established ownership guidelines for executive officers or the Board of
Directors.

                                       34
<PAGE>

COMPLIANCE WITH SECTIONS 162(M) AND 409A OF THE INTERNAL REVENUE CODE

Section 162(m) of the Internal Revenue Code limits the deductibility of
compensation in excess of $1 million paid to certain executive officers, unless
such compensation qualifies as performance-based compensation. Among other
things, in order to be deemed performance-based compensation for Section 162(m)
purposes, the compensation must be based on the achievement of pre-established,
objective performance criteria and must be pursuant to a plan that has been
approved by our shareholders. At least for the next several years, we expect the
cash compensation paid to our sole executive officer and other executive
officers, if any, to be below the threshold for non-deductibility provided in
Section 162(m), and our equity incentive plans will afford our compensation
committee with the flexibility to make a variety of types of equity awards to
our executive officers, the deductibility of which will not be limited under
Section 162(m). However, our compensation committee, which we expect to form,
will fashion our future equity compensation awards. However, we do not now know
whether any such awards will satisfy the requirements for deductibility under
Section 162(m).

We also currently intend for our executive compensation program to satisfy the
requirements of Internal Revenue Code Section 409A, which addresses the tax
treatment of certain nonqualified deferred compensation benefits.

EXECUTIVE COMPENSATION

We did not pay any salaries from inception (November 5, 2008) through December
31, 2009. We do not anticipate beginning to pay salaries until we have adequate
funds to do so. There are no stock option plans, retirement, pension, or profit
sharing plans for the benefit of our officers and director other than as
described herein.

                     REMUNERATION OF DIRECTORS AND OFFICERS

The following table sets forth the remuneration of our sole director and officer
for the period from inception through December 31, 2009.

NAME OF INDIVIDUAL     REMUNERATION WAS RECEIVED                          Amount
------------------     -------------------------                          ------
Len Bryan              President/Secretary/Director                          $ 0
Paul L. Culler         Vice President/Director                               $ 0
Alfred H. Tracy III    Vice President/Chief Financial Officer/Director       $ 0

We have no employment agreements with our Officers and Directors. We will not
pay compensation to Directors for attendance at meetings. We will reimburse the
Directors for reasonable expenses incurred during the course of their
performance.

EMPLOYMENT AGREEMENTS

We have not entered into any employment agreements with our executive officers.
Our decision to enter into an employment agreement, if any, will be made by our
compensation committee.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

There were no potential payments or benefits payable to our named executive
officer upon his termination of employment or in connection with a change in
control.

                                       35
<PAGE>

GRANTS OF PLAN-BASED AWARDS IN 2009

We have not granted any plan-based awards to our executive officers, since our
inception.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

We did not have any outstanding equity awards to our named executive officer, as
of December 31, 2009, our fiscal year-end.

OPTION EXERCISES AND STOCK VESTED IN 2009

Our executive officers did not have any outstanding options, nor did any
unvested shares of stock vest, during fiscal year 2009. Our executive officers
did not have any stock options or unvested shares of stock of the Company.

EQUITY INCENTIVE PLAN

We expect to adopt an equity incentive plan. The purposes of the plan are to
attract and retain qualified persons upon whom our sustained progress, growth
and profitability depend, to motivate these persons to achieve long-term company
goals and to more closely align these persons' interests with those of our other
shareholders by providing them with a proprietary interest in our growth and
performance. Our executive officers, employees, consultants and non-employee
directors will be eligible to participate in the plan. We have not determined
the amount of shares of our common stock to be reserved for issuance under the
proposed equity incentive plan.

DIRECTOR COMPENSATION

We do not pay fees to directors for attendance at meetings of the Board of
Directors or of committees; however, we may adopt a policy of making such
payments in the future. We will reimburse out-of-pocket expenses incurred by
directors in attending board and committee meetings.

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

The following table sets forth certain information regarding beneficial
ownership of our common stock as of March 10, 2010, for: o each person or group
known to us to beneficially own 5% or more of our common stock;

   o  each of our directors and director nominees;

   o  each of our named executive officers; and

   o  all of our executive officers and directors as a group.

Unless otherwise indicated below, to our knowledge, all persons listed below
have sole voting and investment power with respect to their shares of common
stock, except to the extent authority is shared by spouses under applicable law.
Unless otherwise indicated below, each entity or person listed below maintains
an address of 7076 Spyglass Avenue, Parkland, FL 33076.

                                       36
<PAGE>

The number of shares beneficially owned by each shareholder is determined under
rules promulgated by the SEC. The information is not necessarily indicative of
beneficial ownership for any other purpose. Under these rules, beneficial
ownership includes any shares as to which the individual or entity has sole or
shared voting or investment power and any shares as to which the individual or
entity has the right to acquire beneficial ownership within 60 days after March
10, 2010, through the exercise of any stock option, warrant or other right. The
inclusion in the following table of those shares, however, does not constitute
an admission that the named shareholder is a direct or indirect beneficial
owner.

                                    Number of shares          Percentage of
Beneficial owner                    beneficially owned        shares outstanding
----------------------------        ------------------        ------------------

Len Bryan (1)                           2,287,500                    23%
5730 Golden Eagle Circle
Palm Beach Gardens, FL 33418

Paul L. Culler (1)                      2,287,500                    23%
346 Fairway North
Tequesta, FL 33469

Alfred H. Tracy III (1)                 2,287,500                    23%
16178 Rosecroft Terrace
Lady Lake, FL 32162

Judith Adelstein (2)                      810,000                     8%
7076 Spyglass Avenue
Parkland, FL  33076

All Officers and  (3)                   6,862,500                    70%
Directors as a Group
(3 person)
________________________________________________________________________________
(1) The persons named above may be deemed to be a "parent" and "promoter" of our
company, within the meaning of such terms under the Securities Act of 1933, as
amended, by virtue of his direct and indirect stock holdings.

(2) Judith Adelstein is the wife of Steven Adelstein, an independent consultant
to the company and has provided consulting services.

(3) On March 10, 2010, there were 9,830,000 shares outstanding.

                                       37
<PAGE>

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

RELATED PARTY TRANSACTIONS

On November 10, 2008, the Company issued 6,862,500 shares of common stock for
the purchase of all rights, title and interest into the patent pending
application for the commercial lighting technology designed for commercial and
residential buildings to replace conventional drop ceiling troffers and to
replace the fluorescent bulbs used in the existing and conventional troffers.
The value of the purchase was determined to be the cost to create the patent
application, which was $6,862.

On December 10, 2008, the Company issued 1,687,500 shares of common stock to an
independent consultant for services rendered in the amount of $1,688.
Accordingly, 810,000 common shares were gifted to Judith Adelstein, the wife of
Steven Adelstein.

POLICIES AND PROCEDURES FOR RELATED PARTY TRANSACTIONS

We intend to adopt a written policy that requires any transaction, arrangement
or relationship in which we will be a participant and the amount involved
exceeds $120,000, and in which any of our directors, executive officers or
shareholders owning at least 5% of any class of our voting securities, or any of
their immediate family members or any entity in which any of the foregoing
persons is employed or is a general partner or principal had or will have a
direct or indirect material interest, to be submitted to our audit committee for
review, consideration and approval. In the event that a proposed transaction
with a related person involves an amount that is less than $120,000, the
transaction will be subject to the review and approval of our Chief Executive
Officer (or our Chief Financial Officer in the event our Chief Executive
Officer, an immediate family member of the Chief Executive Officer, or an entity
in which our Chief Executive Officer or a member of his immediate family is
employed or is a general partner or principal is a party to such transaction).
If the transaction is approved by our Chief Executive Officer or Chief Financial
Officer, such officer will report the material terms of the transaction to our
audit committee at its next meeting. The policy will provide for periodic
monitoring of pending and ongoing transactions. In approving or rejecting the
proposed transaction, our audit committee will consider the relevant facts and
circumstances available to it, including, (1) the impact on a director's
independence if the related person is a director or his or her family member or
related entity, (2) the material terms of the proposed transaction, including
the proposed aggregate value of the transaction, (3) the benefits to us, (4) the
availability of other sources for comparable services or products (if
applicable), and (5) an assessment of whether the proposed transaction is on
terms that are comparable to the terms available to an unrelated third party or
to our employees generally. Our audit committee will approve only those
transactions that the committee determines to be, in light of known
circumstances, in, or not inconsistent with, our best interests and the best
interest of our shareholders.

Annual Report on Form 10-K
--------------------------

Copies of our Annual Report on Form 10-K, without exhibits, can be obtained
without charge from us at The EcoLiveGreen, Corp, 7076 Spyglass Avenue,
Parkland, FL 33076, or telephone (954) 599-3672.

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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The following table sets forth fees billed to us for principal accountant fees
and services during the period from November 5, 2008 (inception) through
December 31, 2008 and the year ended December 31, 2009.

                                                     2009           2008
All Other Fees ............................         ------         ------
Audit Fees ................................         $5,500         $3,500
Audit-Related Fees ........................              0              0
Tax Fees ..................................            375              0
All Other Fees ............................              -              -
                                                    ------         ------
Total Audit and Audit-Related Fees ........         $5,875         $3,500
                                                    ======         ======

ITEM 15. EXHIBITS.

(a) Exhibits

The following exhibits are filed with this report on Form 10-K:

EXHIBIT NO.  DESCRIPTION

3.1          Articles of Incorporation, as currently in effect *
3.2          Bylaws, as currently in effect *
4.1          Specimen common stock certificate *
10.1         Consulting Agreement with Independent Contractor *
10.2         Purchase Agreement with MAG-E-TECH, Inc. *
23.1         Consent of Lake & Associates CPA's, LLC (filed herewith)
31.1         302 Certification - Len Bryan (filed herewith)
31.2         302 Certification - Alfred H. Tracy III (filed herewith)
32.1         906 Certification - Len Bryan (filed herewith)
32.2         906 Certification - Alfred H. Tracy III (filed herewith)

* Previously filed with the SEC as an exhibit to our Registration Statement on
Form S-1 (No. 333-157495) on March 5, 2008.

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<PAGE>


                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, on the 7th day of April, 2010.

                                  ECOLIVEGREEN, CORP.


                                  By: /s/ Len Bryan
                                      -------------
                                      Len Bryan
                                      President and Secretary


                                  By: /s/ Alfred H. Tracy III
                                      -----------------------
                                      Alfred H. Tracy III
                                      Vice President and Chief Financial Officer


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<PAGE>

                               EcoLiveGreen, Corp.

                                Index to Exhibits

            Exhibit 23.1  Consent of Lake & Associates CPA's, LLC

            Exhibit 31.1  302 Certification - Len Bryan

            Exhibit 31.2  302 Certification - Alfred H. Tracy III

            Exhibit 32.1  906 Certification - Len Bryan

            Exhibit 32.2  906 Certification - Alfred H. Tracy III

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