**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549








**Form
      10-KSB**








x   
      Annual report under section 13 or 15(d) of the Securities Exchange Act of
      1934





For
      the
      fiscal year ended **September 30, 2006**








o   
      Transition report under section 13 or 15(d) of the Securities Exchange Act
      of
      1934





For
      the
      transition Period from _____________ to _____________








Commission
      file number: **000-30096**








**ORGANIC
      RECYCLING TECHNOLOGIES INC.**


(Name
      of
      small business issuer in its charter)








**Nevada**
            
            **77-0454933**(State
                or other jurisdiction of incorporation or organization)
            
            (I.R.S.
                Employer Identification No.)








**210
      Broadway, Unit 208**


**Orangeville,
      Ontario L9W5G4**


(Address
      of principal executive offices, including Zip Code)








**(888)
      419-0430**


(Issuer’s
      telephone number)





-
          1
          -
 *Table
          of Contents*







Securities
      registered under Section 12(b) of the Act:





**(Title
                of Class)**
            
            **Name
                of exchange on which registered**None
            
            None





Securities
      registered under Section 12(g) of the Act:  **Common Stock,
      $0.001 par value**





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. o





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





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B is not contained in this form, and no disclosure will 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-KSB
      or any amendment to this Form 10-KSB.  ̈





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





The
      issuer’s revenues for its most recent fiscal year were:
**None**





The
      aggregate market value of the voting common equity held by non-affiliates of
      the
      registrant, based on the average of the closing bid and asked prices as of
      July
      3, 2007 as reported on the OTC Bulletin Board, was $21,527,052. Shares of common
      stock held by each officer and director and by each person who owns five percent
      or more of the outstanding common stock have been excluded from this calculation
      as such persons may be considered to be affiliated with the issuer.





As
      of
      July 3, 2007, the registrant had 43,333,719 shares of Common Stock, $0.001
      par
      value per share, issued and outstanding.





Transitional
      Small Business Disclosure Format**:**o
      Yes******x****No**








-
          2
          -
 *Table
          of Contents*




**ORGANIC
      RECYCLING TECHNOLOGIES INC.**


(FORMERLY
      – EAPI ENTERTAINMENT INC.)


**Index
      to**


**Annual
      Report on Form 10-KSB**


**For
      the Year Ended September 30, 2006**




**Page****Part
                I**Item
                1.
            Description
                of Business
            4Item
                2.
            Description
                of Property
            8Item
                3.
            Legal
                Proceedings
            8Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            8**Part
                II**Item
                5.
            Market
                for Common Equity and Related Stockholder Matters
            8Item
                6.
            Management’s
                Discussion and Analysis of Financial Condition or Plan of
                Operation
            10Item
                7.
            Financial
                Statements
            15Item
                8
            Changes
                In and Disagreements With Accountants on Accounting and Financial
                Disclosure
            28Item
                8A.
            Controls
                and Procedures
            28Item
                8B.
            Other
                Information
            28**Part
                III**Item
                9.
            Directors,
                Executive Officers, Promoters and Control Persons;Compliance
                With Section 16(a) of the Exchange Act
            28Item
                10.
            Executive
                Compensation
            30Item
                11.
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            31Item
                12.
            Certain
                Relationships and Related Transactions
            32Item
                13.
            Exhibits
            33Item
                14.
            Principal
                Accountant Fees and Services
            34Signatures
            35






-
          3
          -
 *Table
          of Contents*




**PART
      I**





**FORWARD-LOOKING
      STATEMENTS**





Except
      for the historical information presented in this document, the matters discussed
      in this Form 10-KSB, and specifically in the sections entitled, “Description of
      Business” and “Management’s Discussion and Analysis of Financial Condition or
      Plan of Operation,” or otherwise incorporated by reference into this document
      contain “forward-looking statements.” These statements can be identified by the
      use of forward-looking terminology such as “believes,” “expects,” “may,” “will,”
“intends,” “should,” or “anticipates” or the negative thereof or other
      variations thereon or comparable terminology, or by discussions of strategy
      that
      involve risks and uncertainties. You should not place undue reliance on
      forward-looking statements. Forward-looking statements involve risks and
      uncertainties, including those identified within the section entitled “Risk
      Factors” and elsewhere in, or incorporated by reference into, this Form 10-KSB.
      The actual results that the Company achieves may differ materially from any
      forward-looking statements due to such risks and uncertainties. These
      forward-looking statements are based on current expectations, and the Company
      assumes no obligation to update this information. Readers are urged to carefully
      review and consider the various disclosures made by the Company in this Annual
      Report on Form 10-KSB and in the Company’s other reports filed with the
      Securities and Exchange Commission (the “SEC”) that attempt to advise interested
      parties of the risks and factors that may affect the Company’s
      business.





In
      this
      document, unless the context otherwise requires, the "Company" refers to Organic
      Recycling Technologies Inc. and its subsidiaries. All dollar amounts in this
      Annual Report are in U.S. dollars unless otherwise stated.





**ITEM
      1.     DESCRIPTION OF BUSINESS**





**OVERVIEW**





In
      early
      January 2005, the Company’s Board of Directors determined to change the
      direction of the Company’s business focus to waste management and recycling
      technologies. The Company has investigated several potential opportunities
      in
      the United States, Canada, Europe and Asia, where opportunities exist for
      various segments of the waste management business and the exploitation of
      recycling technologies for both organic and inorganic waste materials. The
      Company has identified and is pursing its due diligence with respect to a
      variety of specific projects which it is pursing  it continues to seek
      out additional opportunities in environmental technologies directly related
      to
      waste management and recycling.  In addition, the Company intends to
      explore and seek out opportunities in alternative energy, air and water related
      environmental technologies. To date the Company has not generated any revenues
      or has the Company concluded any definitive agreements for any specific
      opportunities in air and water pollution technologies, and there are no
      assurances that the Company will be able to do so in the future.





**CORPORATE
      BACKGROUND**





The
      Company is a Nevada corporation incorporated on September 15, 1995, under the
      name Home. Web, Inc. In January 2001, the Company changed its name from "Home
      Web, Inc." to "Duro Enzyme Products Inc." In May 2003, the Company changed
      its
      name from “Duro Enzyme Products Inc.” to “EAPI Entertainment, Inc.” and the
      Company’s accounting year was changed from a December 31 year-end to a September
      30 year-end. On July 7, 2005 the Company changed its name to Organic Recycling
      Technologies Inc.




From
      2000
      to December 2002, the Company was engaged in the business of developing
      technologies based on the production of natural stable enzymes and the
      development of various applications for those enzymes. Early in 2003, the
      Company undertook a reorganization of its corporate affairs in connection with
      a
      determination by its Board of Directors to pursue business opportunities in
      the
      areas of electronic computer entertainment, education, music and other areas
      of
      the entertainment industry.





In
      the
      second quarter of 2005, the Company’s Board of Directors determined that better
      opportunities existed for it outside of the entertainment industry. The Company
      is now directing its business activities to seeking out opportunities in the
      field of waste management, focusing on inorganic and organic recycling
      technologies, environmental technologies and recycling technologies. The Company
      will seek a wide variety of environmentally positive technologies related to
      waste and energy, and will seek to form associations to exploit those
      technologies.





**INDUSTRY
      BACKGROUND**





The
      waste
      business is undergoing fundamental changes. There is no single solution to
      the
      environmental problems that exist in dealing with an ever growing stream of
      waste materials. In particular, the vast growth that is happening throughout
      Asia has created new demands and new opportunities. Countries such as China
      and
      India are emerging from third world status into modern industrial consumer
      states. The governments in these countries are turning their attention to
      dealing with the waste being created by newly created industrial and consumer
      societies and are seeking ways to protect their environment.





The
      waste
      industry is highly competitive; however, the Company believes that opportunities
      exist for start up companies that seek out strong connections with joint venture
      partners and who have innovative technologies and solutions to the waste and
      general environmental problems. The waste industry is highly competitive,
      however, and there is no assurance of success with respect to the Company’s
      ability to find joint venture partners or to complete any business venture
      that
      it may embark upon within the industry.





-
          4
          -
 *Table
          of Contents*






**BUSINESS
      STRATEGY**





The
      Company has determined that its resources and energies would best be utilized
      in
      partnering with technology developers and waste management companies in a wide
      range of environmental technologies. Worldwide problems in dealing with various
      forms of waste management continue to grow, as does the need for the utilization
      of new and improved technologies that allow for a more environmentally efficient
      utilization of resources. Issues such as global warming and environmental
      pollution increase the need for various methods to deal with both organic and
      inorganic waste in ways that are constantly undergoing innovation and
      refinement. As landfills near capacity and, in some cases, are shut down, and
      as
      composting is severely limited in its application, the need for new approaches
      to waste management is constant. If these problems exist in North America,
      the
      problems in Asia are perhaps even more extensive as the industrial and
      population base continues to grow and, as the infrastructure for waste
      management is less developed, the need for, and opportunities for, solutions
      continue to grow. As a consequence of the many opportunities that are perceived
      to exist in China, most of the Company’s focus has been on that
      country.





Although
      not directly related to the waste problem, the waste management industry is
      also
      focused on technologies that may lead to better ways to produce energy, cut
      emissions and halt the growth of greenhouse gases in the environment. The
      Company does not intend to restrict itself to waste recycling, but will seek
      out
      new technologies to better utilize existing resources in an environmentally
      friendly way and thereby reduce those by-products that are destructive to the
      environment.




**Recycling**





One
      of
      the most important aspects of waste management is that of recycling. This
      process allows waste that would find its way into landfills or garbage dumps
      to
      be treated and utilized as raw materials in the production of new products.
      In
      North America and in Europe, recycling has become commonplace. The separation
      of
      waste streams into glass, plastics and mixed organics has allowed new uses
      for
      some of the materials that formerly would have been discarded. As new
      technologies evolve, it is anticipated that recycling technologies will continue
      to emerge. For example, in recent years, new technologies have been developing
      to convert organic wastes into new products such as fertilizers, feed
      supplements and bio fuels.





Worldwide
      demand for new and existing technologies appears to be so extensive that it
      is
      not possible to fully evaluate the potential of the worldwide market. It is
      a
      competitive market like any other, however, and from a business standpoint
      there
      is no assurance that the Company will in fact be able to exploit any new
      technologies or maintain a successful posture in respect to the goals it is
      seeking to achieve in the aforesaid business activities.





**Marketing
      Waste Technologies**





The
      Company is exploring various opportunities to market waste management
      technologies through the development of web-based and traditional marketing
      centers. The Company is at the initial stages of this activity. It is intended
      that this on-line marketing center will provide information and sales on various
      technologies to market to both consumers and retailers.





**STATUS
      OF BUSINESS DEVELOPMENT**





The
      Company has been actively involved in reviewing various technologies in the
      waste management business as well as other environmental technologies. The
      following major corporate developments occurred during the past two fiscal
      years:





**(1)**
            **Purchase
                of Waste Hauling Contracts:** On January 24, 2005, the Company
                announced it had entered into negotiations to purchase certain assets
                and
                waste hauling contracts in New York State from Organic Materials,
                LLC, a
                limited liability company co-owned and operated by Ralph Petruzzo.
                Due to
                changes in the economics of the hauling contracts, in October 2005
                the
                Company determined it was not in its best interests to pursue this
                acquisition.





**(2)**
            **Changes
                in the Appointments of the Company’s President and CEO:** On
                January 28, 2005, Peter Gardner resigned as President of the Company
                and
                Ralph Petruzzo was appointed as President, Director and CEO of the
                Company
                until April 24th,
                2006. Mr.
                Gardner resumed his appointment as President and Chief Executive
                Officer
                of the Company until March 2007 when Mr. Edwin Kroeker was appointed
                President and CEO. Mr. Gardner remains a director of the
                Company.





**(3)**
            **Engagement
                of Waste Management Consultant:**On February 4, 2005, the Company
                engaged Michael Olsson as a consultant to the Company. Mr. Olsson
                holds a
                B.Sc. specializing in biotechnology and a M.Sc. chemical and biological
                engineering. He is a project manager and senior consultant with Sumas
                Environmental Remediation Group, based in British Columbia, Canada.
                The
                Company intends to use Mr. Olsson’s expertise to assist in the evaluation
                of potential projects. Mr. Olsson’s services are being provided through
                his company, 0708611 B.C. Ltd.




**(4)**
            **Acquisition
                Of Waste Site In Saratoga, New York:** On March 7, 2005, the
                Company through its wholly owned subsidiary Organic Recycling Technologies
                Inc. entered into an agreement (the “Saratoga Agreement”) with Petruzzo
                Products Inc., a company controlled by a former President and CEO
                of the
                Company, to purchase up to 60 acres of permitted lands (the “Saratoga
                Site”) sufficient to operate a waste processing site located in Saratoga,
                New York. The lands were to be used in a joint venture that would
                have
                seen the site utilized for a waste treatment and separation plant
                that was
                to process and convert post-organic material into a high quality
                bio-fuel.





The
      purchase price of $1,500,000 was payable in installments. On June 28, 2005,
      an
      extension agreement was signed, extending the due date for the first installment
      payment to September 1, 2005. Effective November 5, 2005, a further extension
      was granted to January 31, 2006. The closing date for the acquisition was also
      extended to January 31, 2006. The Company had advanced to Petruzzo Products
      Inc.
      $383,000 towards the purchase price.





-
          5
          -
 *Table
          of Contents*




Interest
      was payable on the unpaid balance of the purchase price at a rate of 5.5% per
      annum calculated monthly, beginning on March 7, 2005. One year after the closing
      date of January 31, 2006, Petruzzo Products Inc. would have the option to
      convert all or any part of the unpaid principal balance of the purchase price
      into shares of the Company’s common stock at a conversion price equal to the
      greater of 90% of the average closing price of the Company’s common stock as
      quoted on the OTC Bulletin Board during the three trading days immediately
      prior
      to exercise and 90% of the average closing price of the Company’s common stock
      as quoted on the OTC Bulletin Board over the thirty trading days immediately
      prior to exercise.





Transfer
      of title to the Saratoga Site was contingent upon the Company’s payment to
      Petruzzo Products Inc. of the $117,000 remaining on the first installment
      payment by January 31, 2006. Pursuant to the terms of the Saratoga Agreement,
      if
      the Company does not make the $117,000 payment due on January 31, 2006, the
      Saratoga Agreement shall be non-binding. The Company and Petruzzo Products
      Inc.
      were in the process of obtaining an arms-length appraisal for the Saratoga
      Site.
      In the event that the appraised value of the Saratoga Site differed materially
      from the agreed upon purchase price, the purchase price would be adjusted
      accordingly.





Currently,
      the Saratoga Site is being used as part of a joint venture (the “Saratoga Joint
      Venture”) between Petruzzo Products Inc., Bedminster International Limited
      (“Bedminster”), Tully Environmental, Inc. and Tully Construction Co. Inc. As
      part of the Saratoga Joint Venture, Bedminster will establish and operate an
      organic waste treatment plant based on Bedminster’s technology.  If
      the Company had completed the acquisition of the Saratoga Site, it was expected
      that the Company would have become a party to the Saratoga Joint Venture in
      place of Petruzzo Products Inc.





In
      or
      about the fall of 2005 when Petruzzo Products Inc. attempted to obtain a permit
      for the Saratoga Site in order to operate a Bedminster Waste Processing plant,
      the City of Corinth unexpectedly opposed the application to have the site used
      for the intended application. Petruzzo Products Inc. commenced legal action
      to
      compel a permit to be issued. There were no assurances this application would
      be
      successful and there was the potential for protracted and costly legal
      proceedings. As a result of this development the Company determined that it
      would not be in its interest to proceed to acquire this site.




The
      Company was indebted to Ralph Petruzzo in respect to his compensation package
      which was to include salary and share options. The Company, after being made
      aware of the problems in respect to the Corinth site, commenced negotiations
      to
      severe its relationship with Petruzzo Products Inc. and its obligations in
      respect to its agreement to purchase the Corinth property. The permit problems
      also resulted in the recognition by the Company’s president Ralph Petruzzo that
      he could no longer devote his efforts to the Company and negotiations ensued
      to
      finalize the relationship between the Company, Petruzzo Products Inc. and Ralph
      Petruzzo. The agreement reached between the parties was reduced to writing
      on
      February 8, 2006. The terms of this agreement were that each party was to
      terminate their relationship, that there was to be no further obligations in
      respect to the acquisition of the Saratoga Site and that monies paid toward
      the
      down payment by the Company were to be retained by Petruzzo Products Inc. In
      addition Ralph Petruzzo forgave the Company in respect to all claims of
      compensation owed to Mr. Petruzzo.





**(5)**
            **Contact
                Lists and Project Leads in China:** As announced April 7, 2005, the
                Company entered into an April 6th,
                2005
                agreement with Waste Consultants Limited (“Waste Consultants”), which was
                subsequently cancelled by mutual agreement of the parties on July
                13th,
                2006. Waste
                Consultants has since continued to provide certain consulting and
                introductory services to the Company on an ongoing basis. In consideration
                of Waste Consultants providing ongoing services to the Company, the
                Company paid $50,000 to Waste Consultants on October 25, 2005, which
                amount was paid by the issuance of 132,275 common shares which were
                issued
                at $.0375 per share pursuant to the share conversion provisions of
                the
                Agreement. At the sole option of the Company, the consideration may
                be
                paid by the issuance of shares, the conversion price of which will
                be
                equal to 90% of the average closing price of the Company’s common stock as
                quoted on the OTC Bulletin Board over the three trading days immediately
                preceding the date on which notice of exercise is given to Waste
                Consultants.





**(6)**
            **Engagement
                of HDR Brown Vence and Associates, Inc.:** In June 2006 the Company
                entered into a consulting services agreement with California based
                HDR
                Brown Venice and Associates, Inc. (“HDR”) a worldwide engineering and
                architectural consulting company, which provides a wide range of
                technical
                related and professional services for various complex industrial
                projects.
                HDR will be utilized by the Company in the evaluation of its projects
                in
                respect to project feasibility, design, implementation and operational
                supervision. The Company has paid approximately $75,000 to HDR as
                at
                September 30th,
                2006. The
                Company intends to continue to work closely with HDR with respect
                to its
                opportunities for various projects and in the development of technologies
                that will be proprietary to the
                Company.





**(7)**
            **Projects
                in Foshan Region of Guangdong Province in the People’s Republic of China:**In June of 2005, the Company entered into an agreement with
                Foshan Public Utility Management Chinese Company (“Foshan Public
                Utility”). The Company and Foshan Public Utility are continuing
                negotiations to enter into an agreement to construct and operate
                a waste
                disposal facility in the Foshan region of Guangdong Province. On
                June 16,
                2005, the Company announced that the entry into an agreement with
                Foshan
                Public Utility was imminent. However, the Company has not yet finalized
                an
                agreement with Foshan Public Utility, as to the specifics of a waste
                management facility and negotiations are
                ongoing.





Foshan
      Public Utility is the government agency in charge of all utilities including
      waste disposal. This agreement, if any, would be directly with the government
      agency in charge, thus ensuring a secure contract and access to proper channels
      in China.




As
      Foshan
      Public Utility is in charge of all waste disposal activities in the region,
      it
      is contemplated that they will supply the land for the project site, all the
      required permits to build the facility and guaranteed waste supply to the
      project. It is also contemplated that Foshan Public Utility will ensure
      uninterrupted sales activity and no restrictions on the future sale of the
      constructed waste facility. The Company’s negotiations with Foshan Public
      Utility are ongoing and there are no assurances that we will be able to
      successfully complete an agreement with them. The Company intends to carry
      out a
      feasibility study with respect to this opportunity.




-
          6
          -
 *Table
          of Contents*





**(8)**
            **Joint
                Venture Project in Chongqing China:** Effective September 28, 2005,
                the Company’s wholly owned subsidiary, Organic Recycling Technologies
                (China) Inc. (“Organic China”), entered into a joint venture agreement
                (the “CJCE Joint Venture Agreement”) with Chongqing Jinxibeina Complete
                Equipment Imp. & Exp. Co. (“CJCE”) for the construction of a waste
                products and sewage processing facility in the City of Chongqing,
                China.
                Under the terms of the CJCE Joint Venture Agreement, CJCE will be
                responsible for:





(a)
            obtaining
                title to, or long term rights to use lands upon which the proposed
                facility is to be constructed;


(b)
            obtaining
                all necessary permits and licenses required to construct the proposed
                facility;


(c)
            procuring
                long term waste treatment contracts for the proposed facility upon
                the
                completion of its construction and
                commissioning;


(d)
            engaging
                engineers and construction firms to construct the proposed facility;
                and


(e)
            securing
                a financial guarantee from China United Guarantee Co. Ltd. in favor
                of
                Organic China for the payment of the purchase price of the proposed
                facility.





Organic
      China will be responsible for providing a complete set of working plans and
      specifications for the proposed facility, supervising its construction, and
      financing the construction of the proposed facility. Organic China’s obligations
      to finance the construction of the proposed facility are conditional upon CJCE
      fulfilling its obligations as listed above. If construction of the proposed
      facility is completed, CJCE will pay to Organic China an amount equal to 120%
      of
      Organic China’s cost in constructing the facility.





This
      agreement is in the process of being renegotiated and the Company is looking
      at
      developing several additional sites within this area. It is anticipated that
      the
      negotiations will be concluded by the fall of 2007 and binding agreements will
      be entered into at that time.





Organic
      China has estimated that it will cost approximately $8,000,000 to $10,000,000
      to
      construct the proposed facility; however, there are no assurances that these
      estimates will reflect the final actual costs of construction. The Company
      currently does not have sufficient financial resources to finance the estimated
      costs of construction for the proposed facility and there is no assurance that
      the Company will be able to secure financing to commence the
      project.





CJCE
      is a
      corporation involved in various business ventures throughout China, Africa,
      Latin America, Europe and the Asian-Pacific Region.




**(9)**
            **Representative
                Agreement with Bedminster International Limited:** In addition to
                its efforts to acquire the Saratoga Site and to become a party to
                the
                Saratoga Joint Venture, the Company has negotiated a representative
                agreement with Bedminster (the “Representative Agreement”). On July 14,
                2005, the Company was granted the right to represent Bedminster in
                generating development opportunities for Bedminster’s waste management
                technologies at five specific sites and projects agreed to by the
                parties
                for a term ending on December 31, 2006. The specific projects and
                sites
                included in the Representative Agreement are located in the United
                States,
                China, and the U.K.





The
      Company is not obligated to utilize this technology and in light of its new
      relationship with HDR the technology chosen for each project will be dependant
      upon their evaluation in respect to suitability considering all variables that
      should to be considered.





**(10)**
            **Wind
                Power Technologies:** The Company has retained HDR to conduct
                certain feasibility studies with respect to wind power alternative
                energy
                project opportunities in China. There is no assurance that the Company
                will be successful in concluding any definitive agreements with respect
                to
                these alternative energy project
                opportunities.





**COMPETITION**





The
      waste
      management industry is highly competitive, consisting of a number of large,
      well
      established companies that operate on a national and international scale, as
      well as a number of smaller companies that operate on a regional basis. Almost
      all of these companies are more established and have greater financial resources
      than the Company.





The
      Company intends to differentiate itself from competitors in this industry by
      seeking out and partnering with leading-edge environmental technology developers
      to offer a wide range of solutions for waste management and recycling,
      wastewater and water treatment, greenhouse gas reduction and bioenergy capture
      and wind energy production. As part of this development plan, the Company
      intends to seek out business opportunities on an international scale, with
      a
      particular focus on emerging industrial countries such as China and
      India.





**INTELLECTUAL
      PROPERTY**





The
      Company’s performance and ability to compete are somewhat dependent on its
      ability to seek out and utilize these various technologies that are summarized
      above. Although the Company is not primarily in the business of developing
      these
      technologies, it will explore the possibility of developing some of its own
      technologies through its relationship with HDR. The main intention of the
      Company is to seek out new technologies to apply to waste management and other
      environmental problems. It is possible that the technologies that the Company
      seeks to exploit in carrying out its business plan may have patent or other
      protections. The Company itself does not possess any patents or other protection
      in respect to intellectual property.





**EMPLOYEES**





For
      the
      past twenty-four months ending September 30th, 2006 the
      Company
      has continued to have one employee and ten consultants. Of those 11 employees
      and consultants, two were classified as executive officers, five as
      administrative personnel, and four as sales and marketing personnel. The
      Company’s consultants and employees do not belong to a collective bargaining
      unit, and the Company is not aware of any labor union organizing activity.
      The
      Company believes its future success will depend in large part on its continuing
      ability to attract, train and retain skilled technical, sales, marketing and
      customer support personnel.





-
          7
          -
 *Table
          of Contents*






**GOVERNMENT
      REGULATION**





The
      waste
      industry is highly regulated. Any waste disposal or recycling facility that
      the
      Company constructs or operates will be required to pass strict government
      requirements. These regulations will vary from country to country and may
      include regulations at the federal, state and municipal levels. As a result,
      the
      Company expects that a significant portion of its capital expenditures in
      constructing or operating any waste disposal or recycling facilities will be
      allocated to complying with environmental regulations at various levels of
      government. The Company expects that these costs will include those associated
      with surveying, designing, operating, monitoring and maintaining any facilities
      that it constructs or operates. Although the Company expects that considerable
      time, effort and funds will be expended on obtaining and maintaining necessary
      environmental and other government permits and approvals, there are no
      assurances that the Company will be able to obtain or maintain such permits
      or
      approvals.





**ITEM
      2.     DESCRIPTION OF PROPERTY**





The
      Company had leased its principal executive office, consisting of approximately
      2,500 square feet, at a monthly rate of $2,420, located at 204 – 3970 East
      Hastings Street, Burnaby, British Columbia, Canada, V5C 6C1. The Company leased
      this property from 696092 B.C. Ltd., a private company owned by one of our
      directors, Peter Gardner. In March 2007, the Company entered into a 3 year
      lease
      with a non affiliated party to lease approximately 1,100 square feet in
      Orangeville, Ontario, at a monthly rental of $1,244. Although maintaining its
      British Columbia office, the Company’s corporate headquarters were moved to
      Orangeville, Ontario.





**ITEM
      3.     LEGAL PROCEEDINGS**





The
      Company was named in a legal suit filed in the Supreme Court of British Columbia
      on September 1, 2004, which was settled at no cost to the Company on or about
      July 27, 2005. The suit had been filed by three of the Companies shareholders
      against the Company, Pacific Ocean Resources Corporation (“Pacific Ocean”) a
      company owned and controlled by Don Dyer, René Branconnier and Sharon
      Branconnier. Pacific Ocean is a principal stockholder of the Company. René
Branconnier is related to two of our directors and officers, Mr. Dean
      Branconnier and Mr. Chad Burback, and Sharon Branconnier is the wife of René
Branconnier. A Statement of Defense was filed in response to the plaintiffs’
claims. In their Statement of Claim, the plaintiffs have alleged that they
      provided funds to Pacific Ocean in exchange for a loan agreement and an option
      agreement that specified Pacific Ocean would deliver shares and warrants of
      the
      Company in full satisfaction of the loan. As specified in the loan agreement,
      the shares were to be delivered, Pacific Ocean claims that they were delivered
      and the debt has been satisfied. The Company was not a party to these
      agreements, nor did Mr. Branconnier or Mrs. Branconnier ever have any contact
      with any of the plaintiffs. On June 14, 2004, pursuant to a direction from
      Pacific Ocean, the Company issued a total of 433,333 shares that were issue-able
      to Pacific Ocean to the plaintiffs. This lawsuit has been settled with the
      execution of a Release dated July 27, 2005 and the subsequent filing of a
      dismissal order at the Vancouver Registry of the Supreme Court of British
      Columbia.





Except
      as
      described above, to the knowledge of the Company, neither the Company nor its
      subsidiaries are party to any other legal proceeding or litigation and it knows
      of no other threatened or contemplated legal proceedings or
      litigation.




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





On
      June
      27, 2005, the Company solicited the consent of its stockholders to amend its
      Articles of Incorporation by changing the name of the Company to “Organic
      Recycling Technologies Inc.” The Company received written consents by the
      required proportion of its stockholders and, effective July 7, 2005, the Company
      filed Restated Articles of Incorporation effecting the name change. No other
      amendments were made to the Company’s Articles of Incorporation.







**PART
      II**





**ITEM
      5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS**





**MARKET
      INFORMATION**





The
      Company’s common stock was traded on the Over-the-Counter Bulletin Board (the
“OTC BB”) under the symbol “ORCY.” The Company’s trading symbol was changed from
“EPEI” to “ORCY” on July 11, 2005 concurrent with the Company’s change of name.
      Subsequently the Company’s common stock was traded on the Pink Sheets Electronic
      Quotation systems in other over-the-counter trading.





-
          8
          -
 *Table
          of Contents*






The
      following table sets forth, the range of high and low bid prices of the
      Company’s common stock for the last two fiscal years of actual trading, as
      reported by the OTC BB / Pink Sheets:





**FISCAL
                QUARTER**
            
            **HIGH
                ($)***
            
            **LOW
                ($)***1st
                Quarter
                2004
            
            $0.30
            
            $0.152nd
                Quarter
                2004
            
            $0.33
            
            $0.153rd
                Quarter
                2004
            
            $0.55
            
            $0.154th
                Quarter
                2004
            
            $0.40
            
            $0.161st
                Quarter
                2005
            
            $0.16
            
            $0.072nd
                Quarter
                2005
            
            $0.70
            
            $0.103rd
                Quarter
                2005
            
            $1.05
            
            $0.314th
                Quarter
                2005
            
            $0.99
            
            $0.411st
                Quarter
                2006
            
            $0.48
            
            $0.342nd
                Quarter
                2006
            
            $0.73
            
            $0.373rd
                Quarter
                2006
            
            $0.65
            
            $0.454th
                Quarter
                2006
            
            $0.80
            
            $0.501st
                Quarter
                2007
            
            $0.65
            
            $0.522nd
                Quarter
                2007
            
            $0.75
            
            $0.60





*The
      pricing information was provided by the OTC BB / Pink Sheets as the case may
      be.




The
      above
      quotations reflect inter-dealer prices, without retail mark-up, markdown or
      commission and may not represent actual transactions.




**HOLDERS**





As
      of
      July 3, 2007, the Company’s issued and outstanding common stock totaled
      43,333,719 shares, held by approximately 665 stockholders of
      record.




**DIVIDENDS**





The
      Company has not paid dividends in prior years and has no plans to pay dividends
      in the near future. The Company intends to reinvest its earnings, if any are
      achieved, in the continued development and operation of its business. Any
      payment of dividends would depend upon the Company’s pattern of growth,
      profitability, financial condition, and such other factors as the Board of
      Directors may deem relevant.





**SECURITIES
      AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS**





The
      Company does not currently have any compensation plans or individual
      compensation arrangements under which its equity securities are authorized
      for
      issuance.





**RECENT
      SALES OF UNREGISTERED SECURITIES**





During
      the year ended September 30, 2004, the Company agreed to convert $906,857 in
      short-term loans owed to a related party into stocks and warrants of the Company
      and subscription agreements were executed with respect to the stocks and
      warrants to be issued. The Company’s Board of Directors have approved the
      issuance of these shares and they were issued as 433,333 shares of common stock
      issued on June 14, 2004, 60,000 shares of common stock issued on January 20,
      2005, 470,000 shares of common stock issued on January 24, 2005 and 162,500
      shares of common stock issued on March 31, 2005. Except for 8,000 shares of
      common stock that has not been issued, the remaining 1,690,285 common stock
      and
      exercised warrants were issued prior to June 30, 2005. The Company has not
      formally issued share certificates or made entry into the Company’s stock ledger
      with respect to the issuance of these final 8,000 shares.





Between
      January 17, 2004 and September 30, 2005, the Company sold 9,608,845 units to
      investors at prices ranging between $0.08 and $1.00 per unit for an aggregate
      amount of $2,197,599 net of costs of raising capital. Each unit consisted of
      one
      share of common stock and one warrant to purchase one share of common stock
      at
      exercise prices ranging between $0.30 and $1.25 per unit (the “Units”). All
      warrants expire one year from date of issuance. On January 16, 2006, the Company
      extended the expiration date of the warrants by one year to two years from
      date
      of issuance. All Units were sold in reliance on Regulation S promulgated under
      the Securities Act of 1933, as amended (“Regulation S”). All units were sold
      outside of the United States to non-“U.S. Persons” as defined in Regulation
      S.





During
      the year ended September 30, 2005, the Company issued 3,005,707 shares of its
      common stock having a value of $755,589 (the “Shares”) to seventeen consultants.
      One of the consultants, Milverton Capital Corporation is an affiliate of the
      Company, and was issued 400,000 shares of common stock, valued at $120,000.
      All
      of the Shares were issued under an exemption from registration pursuant to
      Regulation D of the Act and/or Section 4(2) of the Act.





-
          9
          -
 *Table
          of Contents*






Between
      May 27, 2005 and June 7, 2005, the Company issued a total of 750,000 shares
      of
      the Company’s common stock to five unrelated private investors at a price of
      $0.10 per share. These shares were issued to the investors in consideration
      for
      consulting services provided to the Company by the investors. The shares were
      issued pursuant to Regulation D of the Securities Act on the basis that the
      individuals are “accredited investors” as defined in Regulation D.




Between
      October 1st,
      2005 and September 30th, 2006 the
      Company
      issued to Pacific Ocean 69,333 units consisting of 69,333 common shares at
      a
      price of $0.33 per common share and 235,333 Warrants exercisable at a price
      of
      $0.32 per common share, and 2,861,712 units to Non-related Investors (“NRI”).
      The units consist of one share of common stock and a warrant to purchase one
      share of common stock at exercise prices ranging from $0.28 to $0.75 per share.
      The warrants expire one year from date of issuance. On January 5 2007, the
      Company extended the expiration date of the warrants by one year to two years
      from issuance. The Units were sold at prices ranging between $0.20 and $0.75
      per
      share for an aggregate amount of $2,899,630. The Units and shares were sold
      in
      reliance on Regulation S promulgated under the Securities Act on the basis
      of
      representations made by Pacific Ocean and each NRI that they were not a “U.S.
      Person” as defined in Regulation S, and that they were not acquiring the units
      for the account or benefit of a U.S. Person. Each unit consisted of one share
      of
      common stock and one warrant to purchase one additional share of common stock,
      expiring one year after the date of issuance.





Between
      October 1st, 2005 and September 30, 2006, the Company issued 425,072 units
      to
      certain arms length agents, comprising 132,275 common shares issued at $0.38
      each, 149,000 common shares issued at $0.29 each, 108,000 common shares issued
      at $0.39 and 10,797 common shares issued at $0.30 and 25,000 common shares
      issued at $0.29 for their commission fees. These units were issued in reliance
      on Regulation S promulgated under the Securities Act of 1933 on the basis of
      representations made by the agents that they were not a “U.S. Person” as defined
      in Regulation S, and that it was not acquiring the units for the account of
      benefit of a U.S. Person.





Between
      October 1st, 2005 and September 30, 2006, the Company issued a total of 840,000
      shares of its common stock to five unrelated private investors at a price of
      $0.25 per share. These shares were issued to the investors in consideration
      for
      consulting services provided to the Company by the investors. The shares were
      issued pursuant to Regulation D of the Securities Act on the basis that the
      individuals are “accredited investors” as defined in Regulation D.





**ITEM
                6.**
            **MANAGEMENT’S
                DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
                OPERATION**





The
      following discussion should be read in conjunction with the consolidated
      financial statements included herein. Certain statements contained herein may
      constitute forward-looking statements, as discussed at the beginning of
      Part I of this Annual Report. Because such statements include risks and
      uncertainties, actual results may differ materially from those expressed or
      implied by such forward-looking statements. Factors that could cause or
      contribute to such differences include those discussed in the “Risk Factors”
section of this Form 10-KSB.





**PLAN
      OF OPERATION**





The
      Company’s plan of operation for the next twelve months is summarized as
      follows:





1.****
            The
                Company’s mission is to locate, integrate and implement leading waste
                management, recycling and reusable energy technologies with the objective
                of creating a cleaner and healthier global environment and capitalizing
                on
                profitable opportunities for our shareholders. The Company is currently
                evaluating several projects in China related to waste management
                and
                alternate power. No agreements have been concluded and therefore
                capital
                requirements remain unknown.




2.
            The
                Company intends to pursue the finalization of agreements to build
                waste
                disposal facilities in the Foshan region of the Province of Guangdong,
                China, pursuant to its agreements with Foshan Public Utility. The
                Company
                estimates that it will spend approximately $500,000 in pursuing these
                projects over the next twelve
                months.





3.
            The
                Company intends to finalize agreements and to build, own, and transfer
                a
                waste conversion facility in Chongqing China with an estimated dollar
                value of $8,000,000 to $10,000.000. As the negotiations are ongoing
                and
                the number of waste conversion facilities to be built is still uncertain
                it is difficult to determine the exact financial requirements for
                this
                project over the next 12 months. The Company’s present strategy to
                facilitate this project involves securing government approval for
                an
                International Registered joint venture.  Management is of the
                opinion that the potential benefits to the Company should it be successful
                in achieving approval for the joint venture includes a tax holiday
                of 100%
                taxes for 5 years plus 5 additional years prorated to 20% in the
                first
                year, 40% in the second, through to 100% in the 5th year. In addition,
                the
                Company will seek concessions in China in terms of obtaining governmental
                assistance in allocating suitable lands for each project, thereby
                positioning the Company to obtain project debt financing from the
                Chinese
                Commercial Industrial Bank.





4.
            The
                Company has further commenced negotiations to create an environmental
                fund
                in China (The Fund Project) as a potential financing vehicle to assist
                it
                with implementation of its above mentioned
                projects.





Over
      the
      next twelve months, the Company estimates that it will require approximately
      $5,000,000 to pursue its stated plan of operation. Of this amount approximately,
      $3,500,000 will be comprised of overhead expenses. The actual amounts required
      will depend on whether the Company commences building waste facilities under
      its
      joint venture agreement with CJCE or elsewhere in the next twelve
      months.  It is important to note that our actual expenditures and
      financial requirements during this period may be greater than or less than
      the
      amounts that we have estimated herein. The Company is also continuing to seek
      out new business opportunities, and may find new opportunities which have not
      been accounted for in the Company’s budget estimates.





-
          10
          -
 *Table
          of Contents*






**RESULTS
      OF OPERATIONS**





**Summary
      of Year End Results**





**Year
                Ended September 30,****2006**
            
            
            **2005**
            
            
            **Percentage
                Increase/(Decrease)**Revenue
            
            $
            --
            
            
            $
            --
            
            
            N/AOperating
                Expenses
            
            
            (2,820,047
            )
            
            
            (3,075,446
            )
            
            
            (8.3
            %)Other
                Expenses
            
            
            (498,863
            )
            
            
            (121,820
            )
            
            
            309.5
            %Net
                Income (Loss)
            
            $
            (3,318,909
            )
            
            $
            (3,197,266
            )
            
            
            3.8
            %







**Revenue**





We
      do not
      anticipate earning revenues until such time as we have completed commercial
      development of planned products and businesses. We are presently in the
      development stage of our business and we can provide no assurance that we will
      be able to complete commercial development or successfully sell or license
      our
      planned products once development is complete.





**Operating
      Costs and Expenses**





The
      Company incurred total operating expenses of $3,318,909 during the year ended
      September 30, 2006, which was an increase of $121,643 over the operating
      expenses incurred by the Company during the year ended September 30,
      2005.





An
      analysis of the major operating items shows the following changes:





(1)
            Consulting
                and professional fees for the year ended September 30, 2006 decreased
                to
                $2,209,684 from $2,729,451 for the same period in 2005, as a result
                of
                reduction in use and cost of management consultants retained to locate,
                research, conduct feasibility studies with respect to leading waste
                management, recycling and reusable energy technologies, as well as
                reduction in legal and accounting
                costs.





(2)
            General
                and administration expenses for the year ended September 30, 2006
                increased to $610,363 from $345,995 for the same period in 2005,
                primarily
                as a result of an increase in advertising of the Company’s business
                operations, increase in travel and investor communications
                expenses.





(3)
            Interest
                expense for the year ended September 30, 2006 was $115,518 compared
                to
                $121,820 for the same period in 2005. Interest expense slightly decreased
                due to reduction in short term notes payable to related parties during
                the
                year ended September 30, 2006 as compared to the same period in
                2005.





(4)
            The
                Company incurred a loss of $383,345 due to termination of site acquisition
                in New York during the year ended September 30, 2006. The Company
                did not
                incur any such expenditure during the year ended September 30,
                2005.





As
      the
      Company anticipates that its business operations will continue at approximately
      the same level during the next twelve months, the Company expects its expenses
      to continue to remain level during the next fiscal year.




**LIQUIDITY
      AND FINANCIAL CONDITION**





**Cash
                Flows**
            
            **Year
                Ended September 30,****2006**
            
            
            **2005**Net
                Cash used in Operating Activities
            
            $
            (1,200,874
            )
            
            $
            (2,768,014
            )Net
                Cash used in Investing Activities
            
            
            (5,141
            )
            
            
            (335,000
            )Net
                Cash from Financing Activities
            
            
            1,187,575
            
            
            
            3,103,569Effects
                of Foreign Currency Translations
            
            
            3,163
            
            
            
            76,673Net
                Increase (decrease) in Cash During Period
            
            $
            (15,277
            )
            
            $
            77,228




-
          11
          -
 *Table
          of Contents*





**Working
                Capital**
            
            **At**
              **September
                30, 2006**
            
            
            **At**
              **September
                30, 2005**
            
            
            **Percentage**
              **Increase/(Decrease)**Current
                Assets
            
            $
            135,366
            
            
            $
            729,318
            
            
            
            (81.4
            )%Current
                Liabilities
            
            
            (4,642,509
            )
            
            
            (3,764,085
            )
            
            
            23.3
            %Working
                Capital Surplus (Deficit)
            
            $
            (4,507,133
            )
            
            $
            (3,034,767
            )
            
            
            48.5
            %





The
      Company had cash of $62,351 as of September 30, 2006 compared to cash of $77,628
      as of September 30, 2005. As of September 30, 2006, the Company had a net
      stockholders’ deficit of $4,503,361 with accumulated losses of $16,103,238
      including a loss of $3,318,909 during the year ended September 30, 2006. Due
      to
      the Company’s substantial working capital deficit and its current inability to
      generate revenues, there is no assurance that the Company will be able to
      continue as a going concern or achieve material revenues or profitable
      operations. In addition, there can be no guarantee that financing adequate
      to
      carry out the Company’s business plan will be available on terms acceptable to
      the Company, or at all.





The
      Company owes the following amounts to related parties, as described in greater
      detail in Item 12 of this Annual Report on Form 10-KSB:





**Creditor**
            
            **As
                of****September
                30, 2006**
            
            
            **As
                of September 30, 2005**Brampton
                Holdings Ltd.
            
            $
            770,665
            
            
            $
            675,872Sanclair
                Holdings Ltd.
            
            
            829,312
            
            
            
            883,446Pacific
                Ocean Resources Corporation
            
            
            46,954
            
            
            
            448,848529473
                B.C. Ltd.
            
            
            310,535
            
            
            
            230,235Rene
                Branconnier
            
            
            31,677
            
            
            
            --Milverton
                Capital Corporation
            
            
            712,295
            
            
            
            743,596**Total:**
            
            **$**
            **2,701,438**
            
            
            **$**
            **2,981,997**





Consulting
      fees and premise payments totaling $­1,656,621 were outstanding and unpaid
      to related parties as of September 30, 2006 compared to $999,452 as of September
      30, 2005.




**FINANCING
      NEEDS**





The
      Company anticipates that it will require approximately $5,000,000 to finance
      its
      stated plan of operation which is being implemented in the fiscal year ending
      September 2007. These cash requirements are in excess of the Company’s current
      cash and working capital resources. Accordingly, the Company will require
      additional financing in order to pursue its plan of operation. The Company
      plans
      to complete equity financings through private placements of the Company’s common
      stock in order to raise the funds necessary to enable the Company to proceed
      with its plan of operation. The Company is seeking governmental environmental
      funds investment or institutional and or private debt financing for the purposes
      of achieving its goals in China. The Company has no arrangements in place for
      any additional financing and there is no assurance that the Company will be
      able
      to acquire the necessary financing when and if required. There is no assurance
      that any party will advance additional funds to the Company in order to enable
      it to sustain its plan of operation.




The
      Company plans to utilize a combination of internally generated funds from
      operations and potential debt and/or equity financing to fund its longer-term
      growth over a period of two to five years, subject to the Company obtaining
      the
      necessary business assets to achieve this financing. The availability of future
      financing will depend on market conditions. The forecast of the period of time
      through which the Company’s financial resources will be adequate to support
      operations is a forward-looking statement that involves risks and uncertainties.
      The actual funding requirements may differ materially from this as a result
      of a
      number of factors including plans to rapidly expand its new operations. There
      can be no assurance that financing adequate to carry out the Company’s business
      plan will be available on terms acceptable to the Company, or at
      all.





**CRITICAL
      ACCOUNTING POLICIES**





**Effect
      of Fluctuations in Foreign Exchange Rates**





The
      Company’s reporting and functional currency is the US dollar. Currently, the
      Company’s primary operations are located in Canada. Transactions in Canadian
      dollars have been translated into U.S. dollars using the current rate method,
      such that assets and liabilities are translated at the rates of exchange in
      effect at the balance sheet date and revenue and expenses are translated at
      the
      average rates of exchange during the appropriate fiscal period. As a result,
      the
      carrying value of the Company’s investments in Canada is subject to the risk of
      foreign currency fluctuations. Additionally, any revenues received from the
      Company’s international operations in other than U.S. dollars will be subject to
      foreign exchange risk.





**Issuance
      of Shares for Services**





The
      Company accounts for the issuance of equity instruments to acquire goods and
      services based on the fair value of the goods and services or the fair value
      of
      the equity instrument at the time of issuance, whichever is more reliably
      measurable.





-
          12
          -
 *Table
          of Contents*






**RISK
      FACTORS**





Shareholders
      and prospective purchasers of the Company's Common Stock should carefully
      consider the following risk factors in addition to the other information
      appearing in this Annual Report on Form 10-KSB.





**The
      Company May Not Be Able To Continue As A Going Concern**





The
      Company’s ability to continue as a going concern is dependent upon its ability
      to obtain additional financing, restructure its debt, streamline its business
      and reduce its costs. The Company is currently in the process of identifying
      sources of additional financing, negotiating changes to its debt structure
      and
      evaluating its strategic options. However, there are no assurances that these
      plans can be accomplished on satisfactory terms, or at all, or that they will
      provide sufficient cash to fund the Company’s operations, pay the principal of,
      and interest on, the Company’s indebtedness, fund the Company’s other liquidity
      needs or permit the Company to refinance its indebtedness. The Company’s
      inability to obtain additional financing, restructure its indebtedness,
      streamline its business or reduce its costs would have a material adverse effect
      on the Company’s financial condition, results of operations and ability to
      satisfy its obligations, and may result in the Company pursuing a restructuring
      of its indebtedness either on a consensual basis or under the provisions of
      bankruptcy legislation, or liquidating the Company’s business and operations.
      Further, the Company’s inability to obtain additional financing or restructure
      its indebtedness, or pursue a restructuring of its indebtedness either on a
      consensual basis or under the provisions of bankruptcy legislation, may result
      in the Company’s security holders losing all or a material portion of their
      investment in the Company’s securities.




**The
      Company May Acquire Unrelated Business and Change Its Current
      Operations.**





The
      Company is currently looking at other business models and business operations.
      These new operations may be materially different from the current business
      model
      and operation that currently exist. Any change in the business operations may
      materially affect the Company’s share price and revenue generation
      ability.





**The
      Company Requires Additional Financing In Order To Pursue Its Plan Of
      Operation**





The
      Company’s plan of operation will require an estimated $5,000,000 to be spent
      over the next twelve months. The Company currently does not earn revenue from
      its operations and does not anticipate earning revenue in the near future.
      As
      such, the Company’s current operating funds are insufficient to complete its
      plan of operation without additional financing. Due to the Company’s substantial
      working capital deficit, the amount of financing required for pursuing its
      plan
      of operation and the Company’s current inability to generate revenues, the
      Company will require financing in order to pursue its plan of operation. In
      addition, there is no assurance that the Company’s actual cash requirements will
      not exceed its estimates. If the actual cost of building and developing the
      Company’s proposed projects in China is greater than expected, then the
      Company’s ability to complete its plan of operation may be adversely affected.
      If the Company is unable to acquire sufficient financing on terms acceptable
      to
      it, the Company’s operations could be severely limited and the Company may not
      be able to implement its plan of operation.




It
      is
      anticipated that any additional financing obtained by the Company will be by
      way
      of equity financing through private placements of the Company’s common stock. If
      such equity financing is obtained, the interests of the Company’s existing
      stockholders may be diluted. The Company continues to seek out debt financing
      private or institution for its projects in China. The Company does not have
      any
      finalized financing arrangements in place at this time and there is no assurance
      that the Company will be able to acquire sufficient financing on terms
      acceptable to it. No commitments to provide additional funds have been made
      by
      the Company’s management or the Company’s existing stockholders.





**The
      Company May Not Be Able To Meet Its Commitments To Build Plants In China Or
      Elsewhere**





Even
      if
      sufficient financing is obtained, there is no assurance that the Company will
      be
      able to successfully build waste management facilities in China or elsewhere.
      The construction of these projects is dependent on a number of factors outside
      of the Company’s control, including the availability of contract workers,
      qualified tradespersons and federal and local government permits. As the Company
      will be operating in a foreign jurisdiction local issues may prevent the Company
      from completing its agreements to build these plants or, once built, to put
      them
      into operation.





**The
      Company May Not Be Able To Secure Agreements With Potential Joint Venture
      Partners Or Such Partners May Be Unreliable Or Unable To Carry Through With
      Their Obligations Under Such Agreements.**





Although
      the Company has entered into joint venture agreements with CJCE with respect
      to
      the construction of waste management facilities in China, there is no assurance
      that CJCE will be able or willing to fulfill their obligations under those
      agreements. If CJCE fails to meet its obligations with respect to the joint
      venture in Chongqing, China, our future business prospects will be significantly
      damaged.




**The
      Company’s Business Is Dependent On Its Ability to Market Itself And To Locate
      Promising Technologies and Business Opportunities In Waste
      Management.**





As
      the
      Company does not have any specific technology that it owns, it is attempting
      to
      market itself as a Company that is able to locate waste management and recycling
      opportunities and find joint venture partners to realize those opportunities.
      As
      the Company is a start up Company there is no guarantee that it will be able
      to
      either locate or exploit opportunities that may exist.





-
          13
          -
 *Table
          of Contents*






**The
      Company Operates In An Intensely Competitive Industry.**





The
      waste
      management and recycling industry is highly competitive with many large
      companies with extensive resources and contacts that will compete with the
      Company. Although the Company is attempting to locate opportunities that larger
      companies may have less interest in, the Company expects that it will continue
      to face strong competition within this industry. Certain of the markets in
      which
      the Company expects to compete will be served by one or more established waste
      management companies of varying sizes and resources. The Company also competes
      with various government corporations at the local, provincial and federal
      levels. The Company expects that many of its competitors will have significant
      competitive advantages in that they may be better funded and better established
      than the Company.  This industry competition could have a materially
      adverse effect on the Company’s business prospects, financial condition and
      operating results.





**The
      Company’s Operating Results are Likely to Fluctuate Significantly, Which Could
      Increase the Volatility of its Stock Price.**





As
      a
      result of the Company’s limited operating history and the planned expansion of
      its business operations, the Company’s quarterly and annual revenues and
      operating results are likely to fluctuate from period to period. For this
      reason, you should not rely on period-to-period comparisons of the Company’s
      financial results as indications of future results. The Company’s future
      operating results could fall below the expectations of public market analysts
      or
      investors and significantly reduce the market price of its common stock.
      Fluctuations in the Company’s operating results could increase the volatility of
      its stock price.





**The
      Company Depends Upon A Small Number Of Key Persons To Implement Its Business
      Plan, And The Loss Of Any Of Them May Affect Its Business
      Operations.**





The
      Company is dependent on several key employees and consultants to implement
      its
      business plan, and the loss of any of them may affect the Company’s ability to
      provide the required quality of service and technical support necessary to
      achieve and maintain a competitive market position. There is no assurance that
      these key employees and consultants will continue to manage the Company’s
      affairs in the future. The Company has not obtained key man insurance with
      respect to its employee.




**The
      Company Is Subject To The SEC Penny Stock Rules, Which May Reduce Trading Of
      Its
      Common Stock.**





The
      SEC
      has adopted rules that regulate broker-dealer practices in connection with
      transactions in penny stocks. Penny stocks are generally equity securities
      with
      a price of less than $5.00, other than securities registered on certain national
      securities exchanges or quoted on the NASDAQ system, provided that current
      price
      and volume information with respect to transactions in such securities is
      provided by the exchange or system. The penny stock rules require a
      broker-dealer, prior to a transaction in a penny stock not otherwise exempt
      from
      those rules, to deliver a standardized risk disclosure document prepared by
      the
      Commission, which: (a) contains a description of the nature and level of risk
      in
      the market for penny stocks in both public offerings and secondary trading;
      (b)
      contains a description of the broker's or dealer's duties to the customer and
      of
      the rights and remedies available to the customer with respect to a violation
      of
      such duties or other requirements of Securities laws; (c) contains a brief,
      clear, narrative description of a dealer market, including bid and ask prices
      for penny stocks and significance of the spread between the bid and ask price;
      (d) contains a toll-free telephone number for inquiries on disciplinary actions;
      (e) defines significant terms in the disclosure document or in the conduct
      of
      trading in penny stocks; and (f) contains such other information and in such
      form as the Commission shall require by rule or regulation. The broker-dealer
      also must, prior to effecting any transaction in a penny stock, provide the
      customer with: (a) bid and offer quotations for the penny stock; (b) the
      compensation of the broker-dealer and its salesperson in the transaction; (c)
      the number of shares to which such bid and ask prices apply, or other comparable
      information relating to the depth and liquidity of the market for such stock;
      and (d) monthly account statements showing the market value of each penny stock
      held in the customer's account. In addition, the penny stock rules require
      that,
      prior to a transaction in a penny stock that is not otherwise exempt from those
      rules, the broker-dealer must: (a) make a special written determination that
      the
      penny stock is a suitable investment for the purchaser and (b) receive from
      the
      purchaser his or her written acknowledgement of receipt of the determination
      and
      a written agreement to the transaction.





These
      disclosure requirements may have the effect of reducing the trading activity
      in
      the secondary market for our stock and therefore stockholders may have
      difficulty selling those securities.





**The
      Company Does Not Anticipate Paying Dividends To Its Security Holders In The
      Foreseeable Future Which Makes Investment In Its Stock Speculative Or
      Risky.**





The
      Company has not paid dividends on its common stock and does not anticipate
      paying dividends on its common stock in the foreseeable future. The Board of
      Directors has sole authority to declare dividends payable to the Company’s
      shareholders. The fact that the Company has not and does not plan to pay
      dividends indicates that the Company must use all of its funds generated by
      operations for reinvestment in its operating activities and also emphasizes
      that
      the Company may not continue as a going concern. Investors also must evaluate
      an
      investment in the Company solely on the basis of anticipated capital
      gains.





-
          14
          -
 *Table
          of Contents*


**ITEM
      7.                      CONSOLIDATED
      FINANCIAL STATEMENTS**





Financial
      Statements are referred to in Item 13(a), listed in the Index to Financial
      Statements and filed and included herein as a part of this Annual Report on
      Form
      10-KSB.











**ORGANIC
      RECYCLING TECHNOLOGIES INC.**


(FORMERLY
      – EAPI ENTERTAINMENT INC.)








**Index
      to**


**FINANCIAL
      STATEMENTS**








**Page**Report
                of Independent Registered Public Accounting Firm
            16Consolidated
                Balance Sheets for the years ended September 30, 2006 and
                2005
            17Consolidated
                Statement of Operations for the years ended September 30, 2006 and
                2005
            18Consolidated
                Statement of Shareholders’ Equity (Deficiency) for the years ended
                September 30, 2006 and 2005
            19Consolidated
                Statement of Cash Flows for the years ended September 30, 2006 and
                2005
            20Notes
                to Consolidated Financial Statements
            21
                - 27








-
          15
          -
 *Table
          of Contents*


**Report
      of Independent Registered Public Accounting Firm**





Hawkins
      Accounting


Certified
      Public Accountant


Audit  .  tax  .  consulting








**To
      the Board of Directors and Shareholders**


Organic
      Recycling Technologies, Inc.


Orangeville,
      Ontario








I
      have
      audited the consolidated balance sheet of Organic Recycling Technologies, Inc.
      as of September 30, 2006 and 2005 and the related consolidated statements of
      operations, stockholders’ equity and cash flows for the two years then ended.
      These financial statements are the responsibility of the Company’s management.
      My responsibility is to express an opinion on these financial statements based
      on my audit.





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





In
      my
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the financial position of Organic Recycling
      Technologies, Inc as of September 30, 2006 and 2005, the results of operations
      and its cash flows for the two years then ended in conformity with generally
      accepted accounting principles in the United States of America.





The
      accompanying financial statements have been prepared assuming the Company will
      continue as a going concern. As discussed in Note 7 to the financial statements,
      the Company has incurred net losses since inception, which raise substantial
      doubt about its ability to continue as a going concern. The Company has a
      working capital deficiency of $4,507,144 a net loss of $3,318,910 and a
      shareholders deficit of $4,503,362. The financial statements do not include
      any
      adjustment that might result from the outcome of this uncertainty.








**/s/
      Hawkins Accounting**


Los
      Angeles, CA





June
      20,
      2007











1875
      Century Park East #H-3513 Los Angeles, CA 90067


(310)-553-5707
      FAX (310)-553-5337 hawkinsaccounting1880@yahoo.com


-
          16
          -
 *Table
          of Contents*


**ORGANIC
      RECYCLING TECHNOLOGIES INC. AND SUBSIDIARIES**


(formerly
      EAPI ENTERTAINMENT, INC.)


**CONSOLIDATED
      BALANCE SHEETS**





**September
                30,****2006**
            
            
            **2005****ASSETS**Current
                assetsCash
            
            $
            62,351
            
            
            $
            77,628Non-trade
                receivable
            
            
            23,015
            
            
            
            --Deposit
            
            
            --
            
            
            
            335,000Prepaid
                expenses
            
            
            50,000
            
            
            
            316,690Total
                current assets
            
            
            135,366
            
            
            
            729,318Property
                and equipment, net
            
            
            3,782
            
            
            
            --**TOTAL
                ASSETS**
            
            **$**
            **139,148**
            
            
            **$**
            **729,318****LIABILITIES
                AND SHAREHOLDERS' DEFICIENCY**Current
                liabilitiesAccounts
                and fees payable
            
            $
            987,906
            
            
            $
            651,082Payable
                and accrued expenses
            
            
            2,923,117
            
            
            
            2,397,132Short
                term notes to related parties
            
            
            731,486
            
            
            
            715,871Total
                current liabilities
            
            
            4,642,509
            
            
            
            3,764,085TOTAL
                LIABILITIES
            
            
            4,642,509
            
            
            
            3,764,085Commitments
                and contingencies
            
            
            --
            
            
            
            --Shareholders'
                deficiencyPreferred
                stock, 40,000,000 shares authorized $0.001 par value,
              0 shares outstanding
            
            
            --
            
            
            
            --Common
                  stock, 500,000,000 authorized, $.001 parvalue,
                36,523,700
                  and 27,256,698
                  outstanding, respectively
            
            
            36,524
            
            
            
            27,257Paid
                in capital
            
            
            11,900,389
            
            
            
            10,046,974Common
                stock to be issued
            
            
            225,141
            
            
            
            240,671Accumulated
                comprehensive loss
            
            
            (562,177
            )
            
            
            (565,340
            )Accumulated
                deficit
            
            
            (16,103,238
            )
            
            
            (12,784,329
            )Total
                shareholders' deficiency
            
            
            (4,503,361
            )
            
            
            (3,034,767
            )TOTAL
                LIABILITIES AND SHAREHOLDERS' DEFICIENCY
            
            **$**
            **139,148**
            
            
            **$**
            **729,318**





Notes
      to
      financial statements are an integral part of these consolidated financial
      statements.





-
          17
          -
 *Table
          of Contents*




**ORGANIC
      RECYCLING TECHNOLOGIES INC. AND SUBSIDIARIES**


(formerly
      EAPI ENTERTAINMENT, INC.)


**CONSOLIDATED
      STATEMENT OF OPERATIONS**


**For
                  the year ended September 30,****2006**
              
              
              **2005**Revenue
              
              $
              --
              
              
              $
              --ExpensesAdvertising
              
              
              282,647
              
              
              
              --Depreciation
              
              
              1,359
              
              
              
              --Consulting and professional fees
              
              
              2,209,684
              
              
              
              2,729,451Salaries & benefits
              
              
              11,289
              
              
              
              --Rent, utilities and telephone
              
              
              99,827
              
              
              
              74,931Office and administration
              
              
              20,727
              
              
              
              132,076Investor communication
              
              
              65,964
              
              
              
              56,353Travel, meals and entertainment
              
              
              125,950
              
              
              
              63,885Insurance & Licenses
              
              
              2,600
              
              
              
              --Stock based compensation expense
              
              
              --
              
              
              
              18,750Total
                  expenses
              
              
              2,820,047
              
              
              
              3,075,446Loss
                  from operations
              
              
              (2,820,047
              )
              
              
              (3,075,446
              )Other
                  income (expense)Interest expense
              
              
              (115,518
              )
              
              
              (121,820
              )Loss on termination of site acquisition
              
              
              (383,345
              )
              
              
              -Total
                  other expenses
              
              
              (498,863
              )
              
              
              (121,820
              )**Net
                  loss**
              
              $
              (3,318,909
              )
              
              $
              (3,197,266
              )Other
                  comprehensive income (loss)Foreign currency translation adjustment
              
              
              3,163
              
              
              
              76,673Other comprehensive income
              
              
              3,163
              
              
              
              76,673Comprehensive
                  loss
              
              $
              (3,315,746
              )
              
              $
              (3,120,593
              )Loss
                  per common share - basic and fully diluted
              
              $
              (0.11
              )
              
              $
              (0.16
              )**Weighted
                  average shares outstanding during the period - basic and fully
                  diluted**
              
              
              31,190,689
              
              
              
              20,392,000


Notes
      to
      financial statements are an integral part of these consolidated financial
      statements.






-
          18
          -
 *Table
          of Contents*


**ORGANIC
      RECYCLING TECHNOLOGIES INC. AND SUBSIDIARIES**


(formerly
      EAPI ENTERTAINMENT, INC.)


**CONSOLIDATED
      STATEMENT OF SHAREHOLDERS’ EQUITY (DEFICIENCY)**


**For
      the years ended September 30, 2006 and 2005**





**Common
                Stock**
            
            
            **Paid**
            
            
            **Common
                Stock**
            
            
            **Accumulated
                Other****Shares**
            
            
            **Amount**
            
            
            **In**
              **Capital**
            
            
            **To
                Be**
              **Issued**
            
            
            **Comprehensive
                Loss**
            
            
            **Deficit**
            
            
            **Total****Balance
                - September 30, 2004**
            
            
            14,142,146
            
            
            
            14,143
            
            
            
            5,495,932
            
            
            
            1,732,889
            
            
            
            (642,013
            )
            
            
            (9,587,063
            )
            
            
            (2,986,112
            )Foreign
                currency translation adjustment
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            76,673
            
            
            
            --
            
            
            
            76,673Stock
                issued on subscriptions for cash
            
            
            9,608,845
            
            
            
            9,608
            
            
            
            3,698,958
            
            
            
            (1,510,968
            )
            
            
            
            
            
            
            
            
            
            
            2,197,599Stock
                issued for deferred consulting expense
            
            
            500,000
            
            
            
            500
            
            
            
            99,500
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            100,000Stock
                issued for sundry services
            
            
            3,005,707
            
            
            
            3,006
            
            
            
            752,583
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            755,589Stock
                based compensation expense
            
            
            
            
            
            
            
            
            
            
            --
            
            
            
            18,750
            
            
            
            
            
            
            
            
            
            
            
            18,750Net
                Loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (3,197,266
            )
            
            
            (3,197,266
            )**Balance
                - September 30, 2005**
            
            
            27,256,698
            
            
            $
            27,257
            
            
            $
            10,046,974
            
            
            $
            240,671
            
            
            $
            (565,340
            )
            
            $
            (12,784,329
            )
            
            $
            (3,034,767
            )Balance
                as at
              September
                30, 2005
            
            
            27,256,698
            
            
            
            27,257
            
            
            
            10,046,974
            
            
            
            240,671
            
            
            
            (565,340
            )
            
            
            (12,784,329
            )
            
            
            (3,034,767
            )Foreign
                currency translation adjustment
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            3,163
            
            
            
            --
            
            
            
            3,163Stock
                issued on subscriptions for cash
            
            
            8,268,290
            
            
            
            8,268
            
            
            
            2,890,705
            
            
            
            (240,671
            )
            
            
            
            
            
            
            
            
            
            
            2,658,302Cost
                of raising capital
            
            
            
            
            
            
            
            
            
            
            (1,388,881
            )
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (1,388,881
            )Expenses
                settled by stock
            
            
            414,275
            
            
            
            414
            
            
            
            137,986
            
            
            
            --
            
            
            
            
            
            
            
            
            
            
            
            138,400Related
                party expenses settled by stock
            
            
            584,437
            
            
            
            584
            
            
            
            213,607
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            214,191Stock
                to be issued
            
            
            
            
            
            
            
            
            
            
            --
            
            
            
            225,141
            
            
            
            
            
            
            
            
            
            
            
            225,141Net
                loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (3,318,909
            )
            
            
            (3,318,909
            )**Balance
                - September 30, 2006**
            
            
            36,523,700
            
            
            $
            36,524
            
            
            $
            11,900,390
            
            
            $
            225,141
            
            
            $
            (562,177
            )
            
            $
            (16,103,238
            )
            
            $
            (4,503,360
            )





Notes
      to
      financial statements are an integral part of these consolidated financial
      statements.






-
          19
          -
 *Table
          of Contents*


**ORGANIC
      RECYCLING TECHNOLOGIES INC. AND SUBSIDIARIES**


(formerly
      EAPI ENTERTAINMENT, INC.)


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**For
                  the year ended September 30,****2006**
              
              
              **2005****CASH
                  FLOWS FROM OPERATING ACTIVITIES**Net
                  loss
              
              $
              (3,318,909
              )
              
              $
              (3,197,266
              )Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:Amortization expense
              
              
              1,359
              
              
              
              40,000Loan settled by stock issuance
              
              
              443,070
              
              
              
              18,750Settled of short term notes by stock issuance
              
              
              352,334
              
              
              
              --Increase in non-trade receivables
              
              
              (23,015
              )
              
              
              --Decrease in deposits
              
              
              335,000
              
              
              
              --Decrease in prepaid expenses
              
              
              266,690
              
              
              
              --Increase in accounts and fees payable
              
              
              336,824
              
              
              
              370,502Increase in payables and accrued expenses
              
              
              525,985
              
              
              
              --**NET
                  CASH USED IN OPERATING ACTIVITIES**
              
              
              (1,080,663
              )
              
              
              (2,728,014
              )**INVESTING
                  ACTIVITIES**Deposit on land
              
              
              --
              
              
              
              (335,000
              )Purchase of equipment
              
              
              (5,141
              )
              
              
              --**NET
                  CASH USED IN INVESTING ACTIVITIES**
              
              
              (5,141
              )
              
              
              (335,000
              )**CASH
                  FLOWS FROM FINANCING ACTIVITIES**Proceeds from sale of common stock
              
              
              1,494,820
              
              
              
              1,063,229Payments to related parties
              
              
              (803,165
              )
              
              
              --Decrease in cash overdraft
              
              
              --
              
              
              
              (7,991
              )Increase in payables and fees to related parties
              
              
              --
              
              
              
              479,691Proceeds of short term notes from related parties
              
              
              375,710
              
              
              
              1,568,640**NET
                  CASH GENERATED FROM FINANCING ACTIVITIES**
              
              
              1,187,575
              
              
              
              3,103,569EFFECT
                  OF FOREIGN CURRENCY TRANSLATION
              
              
              3,163
              
              
              
              76,673INCREASE
                  (DECREASE) IN CASH
              
              
              (15,277
              )
              
              
              117,228Cash
                  at the beginning of the period
              
              
              77,628
              
              
              
              400**CASH
                  AT THE END OF THE PERIOD**
              
              $
              62,351
              
              
              $
              117,628**SUPPLEMENTAL
                  DISCLOSURES**Cash paid during the period for interest
              
              $
              --
              
              
              $
              --Cash paid during the period for income taxes
              
              $
              --
              
              
              $
              --**Non-Cash
                  Investing and Financing Activities**Expenses settled by issuance of note payable to related
                  parties
              
              $
              443,070
              
              
              $
              --Stock subscriptions issued to related party for consulting
                  contract
              
              
              214,191
              
              
              
              --Stock subscriptions issued in exchange for consulting
                  contract
              
              
              138,400
              
              
              
              18,750$
              795,661
              
              
              $
              18,750


Notes
      to
      financial statements are an integral part of these consolidated financial
      statements.






-
          20
          -
 *Table
          of Contents*


**ORGANIC
      RECYCLING TECHNOLOGIES INC. AND SUBSIDIARIES**


(formerly
      EAPI ENTERTAINMENT, INC.)


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**SEPTEMBER
      30, 2006**








**NOTE
                1:**
            **SUMMARY
                OF SIGNIFICANT ACCOUNTING POLICIES AND
                ORGANIZATION**





Organic
      Recycling Technologies Inc. (the “Company”) was incorporated under the laws of
      the State of Nevada on September 15, 1995 under the name Home. Web, Inc. The
      Company’s current business activities, which began in the second quarter of
      2005, include partnering with technology leaders to utilize and apply waste
      management and recycling technologies and bring these technologies to the
      forefront through application in today’s waste crisis. This positively impacts
      the world’s environment and creates a clean and healthy global community for the
      next generation in a way, which provides environmental and financial benefits
      to
      all our stakeholders. The Company is seeking to acquire revenue generating
      businesses or projects with long term potential that will enable the Company
      to
      generate revenues to fund the current business plan in the waste management
      and
      recycling market. Effective on July 7, 2005, the Company changed its name from
      EAPI Entertainment, Inc. to Organic Recycling Technologies Inc.





**Basis
      of Presentation**





The
      consolidated financial statements have been prepared in accordance with
      accounting principles generally accepted in the United States of America. In
      the
      opinion of management, all adjustments (consisting of normal recurring accruals)
      considered necessary for a fair presentation of the results of operations have
      been included.





**Principles
      of Consolidation**





The
      condensed consolidated financial statements include the accounts of Organic
      Recycling Technologies Inc. and its five wholly-owned subsidiaries
      (collectively, the “Company”), one of which (Duro Enzyme Solutions Inc. -
      Canada) owns five subsidiaries:





Organic
      Recycling Technologies, Ltd.


Organic
      Recycling Management, Inc.


EAPI
      Center, Inc.


Duro
      Enzyme Solutions, Inc. – Nevada, USA


Duro
      Enzyme Solutions, Inc. – British Columbia, Canada


EASI
      Studios, Inc.


ORTI
      Organic Recycling Technologies, Inc.


Organic
      Recycling Technologies (China), Inc.


EASI
      Education, Inc.


EASI
      Movies, Music, Television and Video, Inc.





All
      material inter-company transactions have been eliminated in
      consolidation.





**Use
      of Estimates**





The
      Company prepares its financial statements in conformity with accounting
      principles generally accepted in the United States of America. These principles
      require management to make estimates and assumptions that affect the reported
      amounts of assets and liabilities and disclosures of contingent liabilities
      at
      the date of the financial statements and the reported amounts of revenues and
      expenses during the reporting period. Actual results could differ from these
      estimates.





**Fair
      Value of Financial Instruments**





The
      carrying amount of the Company’s financial instruments, including cash, cash
      overdraft, non-trade receivable, accounts payable, related party payables and
      notes and loans payable approximate fair value due to the relative short period
      to maturity for these instruments.





**Basic
      and Diluted Net Loss per Share**





Net
      loss
      per share is calculated in accordance with the Statement of financial accounting
      standards No. 128 (SFAS No. 128), “Earnings per share.” Basic net loss per share
      is based upon the weighted average number of common shares outstanding. Dilution
      is computed by applying the treasury stock method. Under this method, options
      and warrants are assumed to be exercised at the beginning of the period (or
      at
      the time of issuance, if later), and as if funds obtained thereby were used
      to
      purchase common stock at the average market price during the period. Weighted
      average number of shares used to compute basic and diluted loss per share is the
      same since the effect of dilutive securities is anti-dilutive.





-
          21
          -
 *Table
          of Contents*


**ORGANIC
        RECYCLING TECHNOLOGIES INC. AND SUBSIDIARIES**
 (formerly
        EAPI ENTERTAINMENT, INC.)
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**






**Cash
      and Cash Equivalents**





For
      the
      purpose of the statement of cash flows, the company considers all highly liquid
      debt instruments purchased with the original maturity of three months or less
      to
      be cash equivalents.





**Income
      Taxes**





The
      Company accounts for income taxes under the Financial Accounting Standards
      Board
      Statement of Financial Accounting Standards No. 109 “Accounting for Income
      Taxes” (‘Statement 109”). Under Statement 109, deferred tax assets and
      liabilities are recognized for the 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 expected to apply to taxable
      income in the years in which those temporary differences are expected to be
      recovered or settled. Under Statement 109, the effect on deferred tax assets
      and
      liabilities of a change in tax rates is recognized in income in the period
      that
      includes the enactment date.





**Comprehensive
      Income (Loss)**





The
      foreign currency translation gains (losses) resulting from the translation
      of
      the financial statements of the Company’s subsidiaries expressed in Canadian
      dollars to United States dollars are reported as Comprehensive income (loss)
      in
      the consolidated statements of operations and other comprehensive loss and
      as
      Accumulated other comprehensive loss in the consolidated balance sheets and
      the
      consolidated statements of shareholders’ deficiency.





**Foreign
      Currency Translation**





The
      accompanying consolidated financial statements are presented in United States
      dollars. The functional currency of Duro Enzyme Solutions, Inc. – Canada and its
      five subsidiaries as well as EAPI Center Inc., is the Canadian Dollar. The
      September 30, 2006 financial statements of the Company were translated to United
      States dollars using year-end exchange rates as to assets and liabilities and
      average exchange rates as to revenues and expenses. Capital accounts were
      translated at their historical exchange rates when the capital transactions
      occurred. Net gains and losses resulting from translation of foreign currency
      financial statements are included in the statements of stockholder’s equity as
      other comprehensive income or (loss). Foreign currency transaction gains and
      losses are included in consolidated income (loss). During 2006 and 2005, foreign
      currency translation gains and (losses) of $3,163 and $76,673, respectively,
      are
      included in the accompanying consolidated statements of operations and other
      comprehensive loss.





**Reporting
      Segments**





Statement
      of financial accounting standards No. 131, Disclosures about segments of an
      enterprise and related information (SFAS No. 131), which superseded statement
      of
      financial accounting standards No. 14, Financial reporting for segments of
      a
      business enterprise, establishes standards for the way that public enterprises
      report information about operating segments in annual financial statements.
      The
      Company has determined it has only one segment.





**Stock-Based
      Compensation**





Effective
      January 1, 2006, the Company adopted Statement No. 123R, Share-Based Payment
      (SFAS 123R), which requires companies to measure and recognize compensation
      expense for all stock-based payments at fair value. SFAS 123R is being applied
      on the modified prospective basis. Prior to the adoption of SFAS 123R, the
      Company accounted for its stock-based compensation plans under the recognition
      and measurement principles of Accounting Principles Board (APB) Opinion No.
      25,
      Accounting for Stock Issued to Employees, and related interpretations, and
      accordingly, recognized no compensation expense related to the stock-based
      plans. Under the modified prospective approach, SFAS 123R applies to new awards
      and to awards that were outstanding on January 1, 2006 that are subsequently
      modified, repurchased or cancelled.





In
      compliance with FAS No. 148, for the fiscal year 2005, the Company elected
      to
      continue to follow the intrinsic value method in accounting for its stock-based
      employee compensation plan as defined by APB No. 25 and has made the applicable
      disclosures below.





**Issuance
      of Shares for Services**





The
      Company accounts for the issuance of equity instruments to acquire goods and
      services based on the fair value of the goods and services or the fair value
      of
      the equity instrument at the time of issuance, whichever is more reliably
      measurable.





-
          22
          -
 *Table
          of Contents*


****ORGANIC
      RECYCLING TECHNOLOGIES INC. AND
      SUBSIDIARIES****


(formerly
        EAPI ENTERTAINMENT, INC.)
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**






**Recent
      Accounting Pronouncements**





In
      February 2006, the FASB issued SFAS No. 155, “*Accounting for Certain Hybrid
      Financial Instruments*” (SFAS 155”), which amends SFAS No. 133, “Accounting
      for Derivatives Instruments and Hedging Activities” (“SFAS 133”) and SFAS No.
      140, “*Accounting for Transfers and Servicing of Financial Assets and
      Extinguishment of Liabilities*” (SFAS 140”). SFAS 155 amends SFAS 133 to
      narrow the scope exception for interest-only and principal-only strips on debt
      instruments to include only such strips representing rights to receive a
      specified portion of the contractual interest or principle cash flows. SFAS
      155
      also amends SFAS 140 to allow qualifying special-purpose entities to hold a
      passive derivative financial instrument pertaining to beneficial interests
      that
      itself is a derivative instruments. The Company is currently evaluating the
      impact this new Standard, but believes that it will not have a material impact
      on the Company’s financial position.





In
      March
      2006 FASB issued SFAS 156 ‘Accounting for Servicing of Financial Assets’ this
      Statement amends FASB Statement No. 140, *Accounting for Transfers and
      Servicing of Financial Assets and Extinguishments of Liabilities,* with
      respect to the accounting for separately recognized servicing assets and
      servicing liabilities. This Statement:





1.
            Requires
                an entity to recognize a servicing asset or servicing liability each
                time
                it undertakes an obligation to service a financial asset by entering
                into
                a servicing contract.





2.
            Requires
                all separately recognized servicing assets and servicing liabilities
                to be
                initially measured at fair value, if
                practicable.





3.
            Permits
                an entity to choose ‘Amortization method’ or ‘Fair value measurement
                method’ for each class of separately recognized servicing assets and
                servicing liabilities:





4.
            At
                its initial adoption, permits a one-time reclassification of
                available-for-sale securities to trading securities by entities with
                recognized servicing rights, without calling into question the treatment
                of other available-for-sale securities under Statement 115, provided
                that
                the available-for-sale securities are identified in some manner as
                offsetting the entity’s exposure to changes in fair value of servicing
                assets or servicing liabilities that a servicer elects to subsequently
                measure at fair value.





5.
            Requires
                separate presentation of servicing assets and servicing liabilities
                subsequently measured at fair value in the statement of financial
                position
                and additional disclosures for all separately recognized servicing
                assets
                and servicing liabilities.





This
      Statement is effective as of the beginning of the Company’s first fiscal year
      that begins after September 15, 2006. Management believes that this statement
      will not have a significant impact on the consolidated financial
      statements.





In
      September 2006, FASB issued SFAS 157 ‘Fair Value Measurements’. This Statement
      defines fair value, establishes a framework for measuring fair value in
      generally accepted accounting principles (GAAP), and expands disclosures about
      fair value measurements. This Statement applies under other accounting
      pronouncements that require or permit fair value measurements, the Board having
      previously concluded in those accounting pronouncements that fair value is
      the
      relevant measurement attribute. Accordingly, this Statement does not require
      any
      new fair value measurements. However, for some entities, the application of
      this
      Statement will change current practice. This Statement is effective for
      financial statements issued for fiscal years beginning after November 15, 2007,
      and interim periods within those fiscal years. The management is currently
      evaluating the effect of this pronouncement on financial
      statements.





In
      September 2006, FASB issued SFAS 158 ‘Employers’ Accounting for Defined Benefit
      Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87,
      88, 106, and 132(R)’ This Statement improves financial reporting by requiring an
      employer to recognize the over funded or under funded status of a defined
      benefit postretirement plan (other than a multiemployer plan) as an asset or
      liability in its statement of financial position and to recognize changes in
      that funded status in the year in which the changes occur through comprehensive
      income of a business entity or changes in unrestricted net assets of a
      not-for-profit organization. This Statement also improves financial reporting
      by
      requiring an employer to measure the funded status of a plan as of the date
      of
      its year-end statement of financial position, with limited exceptions. An
      employer with publicly traded equity securities is required to initially
      recognize the funded status of a defined benefit postretirement plan and to
      provide the required disclosures as of the end of the fiscal year ending after
      December 15, 2006. An employer without publicly traded equity securities is
      required to recognize the funded status of a defined benefit postretirement
      plan
      and to provide the required disclosures as of the end of the fiscal year ending
      after June 15, 2007. However, an employer without publicly traded equity
      securities is required to disclose the following information in the notes to
      financial statements for a fiscal year ending after December 15, 2006, but
      before June 16, 2007, unless it has applied the recognition provisions of this
      Statement in preparing those financial statements:





a)
            A
                brief description of the provisions of this
                Statement


b)
            The
                date that adoption is required


c)
            The
                date the employer plans to adopt the recognition provisions of this
                Statement, if earlier.





The
      requirement to measure plan assets and benefit obligations as of the date of
      the
      employer’s fiscal year-end statement of financial position is effective for
      fiscal years ending after December 15, 2008. The management is currently
      evaluating the effect of this pronouncement on financial
      statements.





-
          23
          -
 *Table
          of Contents*


**ORGANIC
        RECYCLING TECHNOLOGIES INC. AND SUBSIDIARIES**
 (formerly
        EAPI ENTERTAINMENT, INC.)
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**






In
      February 2007, FASB issued FASB Statement No. 159, The Fair Value Option for
      Financial Assets and Financial Liabilities. FASB 159 is effective for fiscal
      years beginning after November 15, 2007. Early adoption is permitted subject
      to
      specific requirements outlined in the new Statement. Therefore, calendar-year
      companies may be able to adopt FASB 159 for their first quarter 2007 financial
      statements.





The
      new
      Statement allows entities to choose, at specified election dates, to measure
      eligible financial assets and liabilities at fair value that are not otherwise
      required to be measured at fair value. If a company elects the fair value option
      for an eligible item, changes in that item's fair value in subsequent reporting
      periods must be recognized in current earnings. FASB 159 also establishes
      presentation and disclosure requirements designed to draw comparison between
      entities that elect different measurement attributes for similar assets and
      liabilities. The management is currently evaluating the effect of this
      pronouncement on financial statements.





In
      March
      2007, the Emerging Issues Task Force (“EITF”) reached a consensus on issue
      number 06-10, “Accounting for Deferred Compensation and Postretirement Benefit
      Aspects of Collateral Assignment Split-Dollar Life Insurance Arrangements,”
(“EITF 06-10”). EITF 06-10 provides guidance to help companies determine whether
      a liability for the postretirement benefit associated with a collateral
      assignment split-dollar life insurance arrangement should be recorded in
      accordance with either SFAS No. 106, “Employers’ Accounting for
      Postretirement Benefits Other Than Pensions” (if, in substance, a postretirement
      benefit plan exists), or Accounting Principles Board Opinion No. 12 (if the
      arrangement is, in substance, an individual deferred compensation contract).
      EITF 06-10 also provides guidance on how a company should recognize and measure
      the asset in a collateral assignment split-dollar life insurance contract.
      EITF
      06-10 is effective for fiscal years beginning after December 15, 2007
      (Novell’s fiscal 2008), though early adoption is permitted. The management is
      currently evaluating the effect of this pronouncement on financial
      statements.





**Reclassification**





Certain
      account reclassifications have been made to the financial statements of the
      prior year in order to conform to classifications used in the current year.
      These changes had no impact on the previously issued financial statements of
      the
      Company.





**NOTE
      2:      RELATED PARTY
      TRANSACTIONS**





A
      total
      of $1,656,621 and $999,452 was incurred and accrued in consultant services
      to
      related parties for the year ended September 30, 2006 and 2005, respectively.
      The total outstanding and unpaid at September 30, 2006 and 2005, respectively,
      is $2,701,438 and $2,644,348, which is included in payables and fees to related
      parties. Ten companies, which are owned or controlled by shareholders or
      creditors of the Company, have provided services and expertise to the Company
      during the year ended September 30, 2006 and 2005.





Short-term
      loans for cash and services of $1,062,972 and $2,516,117 were advanced to the
      Company by five shareholders during the year ended September 30, 2006 and 2005
      respectively. The annualized interest rate for the notes is 10%. Total
      repayments of these short-term notes for cash and issuance of shares amounted
      to
      $1,047,357 and $1,031,017 for the years ended September 30, 2006 and 2005,
      respectively. As of September 30, 2006 and 2005, the total outstanding related
      parties’ short term loans amounted to $731,486 and $715,871,
      respectively.





During
      the years ended September 30, 2006 and 2005, the Board of Directors approved
      the
      conversion of $112,168 and $1,364,370 of short-term loans into stock
      subscription agreements to a related party.





As
      of
      September 30, 2006, the Company owed $1,096,170 to related parties for
      terminated lease agreements and $174,637 in technology fees and lease payments
      which are recorded as payables to related parties on the condensed consolidated
      balance sheets.





**NOTE
      3:      INCOME TAXES**





Income
      tax expense (benefit) for the years ended September 30, 2006 and 2005 is
      summarized as follows:





**2006**
            
            
            **2005**Current:Federal
            
            $
            (1,128,429
            )
            
            $
            (1,087,070
            )Deferred
                taxes
            
            
            1,128,429
            
            
            
            1,087,070Income
                tax expense (benefit)
            
            $
            --
            
            
            $
            --






-
          24
          -
 *Table
          of Contents*


**ORGANIC
        RECYCLING TECHNOLOGIES INC. AND SUBSIDIARIES**
 (formerly
        EAPI ENTERTAINMENT, INC.)
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**






The
      following is a reconciliation of the provision for income taxes at the U.S.
      federal income tax rate to the income taxes reflected in the Consolidated
      Statements of Operations at September 30, 2006 and 2005:





**2006**
            
            **2005**Tax
                expense (credit) at statutory rate-federal
            (34%)
            
            (34%)Foreign
                income not recognized in US
            34%
            
            34%Canada
                income tax
            35%
            
            35%Tax
                expense at actual rate
            35%
            
            35%





The
      tax
      effects of temporary differences that gave rise to significant portions of
      deferred tax assets and liabilities at September 30, 2006 are as
      follows:





Deferred
                tax assets:Net
                operating loss carry forward
            
            $
            5,475,101Total
                gross deferred tax assets
            
            
            5,475,101Less
                valuation allowance
            
            
            (5,475,101
            )Net
                deferred tax assets
            
            $
            --





At
      September 30, 2006, the Company had accumulated deficit carry forwards of
      approximately $16,103,239 for U.S. federal income tax purposes available to
      offset future taxable income expiring on various dates through
      2025.





The
      net
      change in the valuation allowance during the year ended September 30, 2006
      and
      2005 was an increase of $1,128,429 and $1,087,070, respectively.





The
      long
      term deferred tax benefit for income taxes from the loss of operations from
      the
      year ended September 30, 2005 consists of the following component: long term
      deferred tax benefit of $1,119,043, and a total long term deferred tax benefit
      of $2,100,000 due to the accumulated net operating losses. The Company provided
      a $3,219,043 valuation allowance recorded against the deferred tax asset
      resulting from net operating losses. The effective tax rate used in the
      computation of the deferred tax benefit is 34%. The net operating loss
      carry-forward will expire in various years beginning in 2013.





The
      valuation allowance is evaluated at the end of each year, considering positive
      and negative evidence about whether the asset will be realized.





No
      provision is being made for state income tax for the years ending September
      30,
      2006 and 2005 since all operations are in Canada.





**NOTE
      4:      COMMON STOCK**





During
      the year ended September 30, 2006, the Company converted 327,024 shares of
      common stock valued at $112,168 in short-term loans owed to a related
      party.





During
      the period ended September 30, 2006, the Company issued a) 8,525,703 shares
      of
      common stock on subscription agreements for a cash consideration of $1,367,444,
      net of the cost of raising capital; b) 282,000 shares of common stock valued
      at
      $92,400 in settlement of vendor invoices; c) 327,024 shares of common stock
      valued at $112,168 in settlement of loans of related parties; and d) 132,275
      shares of common stock valued at $50,000 as prepayments of earnest deposits
      towards a contract.





-
          25
          -
 *Table
          of Contents*


**ORGANIC
        RECYCLING TECHNOLOGIES INC. AND SUBSIDIARIES**
 (formerly
        EAPI ENTERTAINMENT, INC.)
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**






In
      connection with the common stock subscription agreements, as of September 30,
      2006, the Company issued warrants to purchase 19,480,198 shares of common stock
      expiring twelve months from the payment of the stock. During the year ended
      September 30, 2006, none of the warrant holders exercised their warrants. The
      Company extended the terms of the warrants expiration date by twelve months
      from
      the date of issuance. The remaining warrants outstanding at September 30, 2006
      are:


**Exercise
                  Price**
              
              **Warrants
                  Issued**CDN
                  $0.10
              
              10,000CDN
                  $0.25
              
              810,000CDN
                  $0.35
              
              470,000CDN
                  $0.65
              
              55,000CDN
                  $0.75
              
              220,500CDN
                  $1.00
              
              196,207US
                  $0.08
              
              10,000US
                  $0.28
              
              4,000US
                  $0.30
              
              1,223,583US
                  $0.35
              
              3,034,000US
                  $0.40
              
              114,550US
                  $0.50
              
              2,124,469US
                  $0.55
              
              755,743US
                  $0.60
              
              2,664,034US
                  $0.66
              
              220,000US
                  $0.70
              
              2,027,652US
                  $0.75
              
              4,929,470US
                  $1.00
              
              586,018US
                  $1.25
              
              24,972**Total**
              
              19,480,198


**NOTE
      5:      EARNINGS (LOSS) PER
      SHARE**





Basic
      and
      diluted loss per share is computed by dividing the loss available to common
      stockholders by the weighted average number of common shares outstanding during
      the period. Diluted loss per share does not reflect per share amounts that
      would
      have resulted if dilutive potential common stock had been converted to common
      stock because the effect would be anti-dilutive. The following reconciles
      amounts reported in the financial statements.





**For
                the Year Ended 2006**Income
              (Numerator)
            
            
            Shares
              (Denominator)
            
            
            Per-Share
                AmountNet
                loss available to common stockholdersBasic
                and diluted earnings per share
            
            $
            (3,318,910
            )
            
            
            31,190,689
            
            
            $
            (0.11
            )**For
                the Year Ended 2005**Income
              (Numerator)
            
            
            Shares
              (Denominator)
            
            
            Per-Share
                AmountNet
                loss available to common stockholdersBasic
                and diluted earnings per share
            
            $
            (3,197,266
            )
            
            
            20,392,000
            
            
            $
            (0.16
            )





**NOTE
      6:      LEASES**





On
      March
      1, 2007 the Company entered into a three-year lease agreement with a third
      party
      for office space and furnishings.





-
          26
          -
 *Table
          of Contents*


**ORGANIC
        RECYCLING TECHNOLOGIES INC. AND SUBSIDIARIES**
 (formerly
        EAPI ENTERTAINMENT, INC.)
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**






Future
      minimum lease payments due as of September 30 are as follows:





**Year**
            
            **Amount**2007
            
            $
            9,2272008
            
            
            14,1652009
            
            
            14,5072010
            
            
            9,911**Total**
            
            $
            47,810





Total
      rent expense for the year ended September 30, 2006 and 2005 was $49,901 and
      $72,875 respectively.





**NOTE
      7:      GOING CONCERN**





The
      accompanying consolidated financial statements have been prepared assuming
      that
      the Company will continue as a going concern. The Company had a net loss of
      $3,318,910 and a negative cash flow from operations of $1,285,647 for the year
      ended September 30, 2006, and has a working capital deficiency of $4,507,144
      and
      a shareholders’ deficiency of $4,503,362 as of September 30, 2006 that raise
      substantial doubt about its ability to continue as a going concern.





The
      Company is pursuing and developing a new business plan. The Company is
      partnering with technology leaders to utilize and apply waste management and
      recycling technologies and bring these technologies to the market place. The
      Company is seeking to acquire revenue generating businesses or projects with
      long term potential in the waste management and recycling industries that will
      enable the Company to generate revenues to fund the new business
      plan.****The Company anticipates it will raise funds through
      debt issuance or through the generation of revenue and achieving profitable
      operations. The Company has continued to raise equity thru the sale of
      Regulation S stock in an ongoing private placement. It will also continue to
      pursue acquisitions and joint ventures, to strengthen both its balance sheet
      and
      cash flow.





The
      Company’s ability to continue as a going concern is dependent upon raising
      capital through debt or equity financing and ultimately by generating revenue
      and achieving profitable operations. There is no assurance that the Company
      will
      be successful in its efforts to raise additional proceeds or achieve profitable
      operations. The financial statements do not include any adjustments that might
      result from the outcome of this uncertainty.





**NOTE
      8:      SUBSEQUENT EVENTS**





The
      Company recorded the following stockholder transactions subsequent to September
      30, 2006:





·
            The
                Company received subscriptions for issuances of 5,704,263 shares
                of common
                stock and 4,588,555 warrants, for cash proceeds of $2,738,082 through
                May
                15, 2007.


·
            The
                Company issued 333,333 shares of common stock valued at $100,000
                to a
                related party for providing business advisory and consulting
                services.


·
            The
                Company issued 83,070 shares of common stock valued at $41,535 to
                third
                parties in settlement of debt.








-
          27
          -
 *Table
          of Contents*






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





During
      the Company’s two most recent fiscal years, the Company had no disagreements
      with its auditors on any matter of accounting principles or practices, financial
      statement disclosure, or auditing scope or procedure, which disagreements,
      if
      not resolved to the satisfaction of our auditors, would have caused them to
      make
      reference to the subject matter of the disagreement in connection with its
      reports on the Company’s financial statements for such years and interim
      periods.





**ITEM
      8A.    CONTROLS AND PROCEDURES**





**Evaluation
      Of Disclosure Controls And Procedures**





As
      of the
      end of the period covered by this report, our management carried out an
      evaluation, under the supervision and with the participation of our Chief
      Executive Officer and Chief Financial Officer, of the effectiveness of the
      design and operation of our disclosure controls and procedures (as defined
      in
      Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation,
      our Chief Executive Officer and Chief Financial Officer have concluded that
      our
      disclosure controls and procedures are, as of the date covered by this Annual
      Report, effective to ensure that the information required to be disclosed by
      us
      in the reports that we file or submit under the Exchange Act is recorded,
      processed, summarized and reported within the time periods specified in the
      SEC
      rules and forms.





**Changes
      In Internal Controls Over Financial Reporting**





In
      connection with the evaluation of our internal controls during our last fiscal
      quarter, our Chief Executive Officer and Chief Financial Officer have determined
      that there have been no changes to our internal controls over financial
      reporting that has materially affected, or is reasonably likely to materially
      effect, our internal controls over financial reporting.





**ITEM
      8B.    OTHER INFORMATION**





**Unregistered
      Sales of Equity Securities**





The
      Company has engaged in a number of unregistered sales of its equity securities
      since October 1, 2004. These unregistered sales of equity securities are listed
      and described under Item 5, “Market for Common Equity and Related Stockholder
      Matters,” under the heading “Recent Unregistered Sales of Equity
      Securities.”





**PART
      III**





**ITEM
                9.**
            **DIRECTORS,
                EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
                SECTION
                16(a) OF THE EXCHANGE ACT**





The
      following information sets forth the names of the Company’s officers and
      directors, their present positions with the Company, and their biographical
      information:





**Name**
            
            **Age**
            
            **Position**Edwin
                Kroeker
            
            58
            
            Chief
                Executive Officer, President and DirectorPeter
                Gardner
            
            46
            
            DirectorDean
                Branconnier
            
            38
            
            Chief
                Financial Officer, Treasurer and DirectorChad
                Burback
            
            30
            
            Secretary
                and DirectorMichael
                Brown
            
            58
            
            Director





**Edwin
      Kroeker – CEO, President and Director**





Mr.
      Kroeker has more than 35 years of management experience in the environmental
      technology industry. Most recently, Mr. Kroeker served on the management team
      of
      a public company that developed, patented and commercialized a microbiological
      process for converting biodegradable organic wastes into valuable end products.
      Mr. Kroeker also worked as a consultant for a large North American engineering
      firm where he managed the company's environmental process engineering group
      at
      the company's corporate headquarters. Mr. Kroeker's areas of expertise include
      water and wastewater treatment, air quality management, solid waste management
      and waste recycling. He earned his bachelor's degree in engineering from the
      University of Manitoba in 1972, and his Masters degree in environmental
      engineering from Cornell University in Ithaca, NY. Mr. Kroeker has worked in
      North America, the Caribbean, Southeast Asia and Central Europe.







-
          28
          -
 *Table
          of Contents*






**Peter
      Gardner – President and Director**





Mr.
      Gardner was appointed as Chief Executive Officer, President and a Director
      on
      November 3, 2003. Between January 28, 2005, and April 24, 2006 Mr. Gardener
      resigned as President and Chief Executive Officer and thereafter served as
      President and CEO until March 6, 2007. Mr. Gardner continues to act as a member
      of our Board of Directors. Mr. Gardner has over 22 years of experience in the
      computer software industry and is an expert in software development and design.
      From 1981 to 1985 Mr. Gardner was involved in software design and development.
      In 1985 Mr. Gardner led a design team in the development of a student database
      management and reporting software system. Mr. Gardner created a software engine
      that generated reports based on the individual needs of the user. The resulting
      software improved the school’s reporting system. From 1986 to 1988 Mr. Gardner
      built and operated MindMeld Software (“MindMeld”), a computer game company based
      in Vancouver, B.C. During this time, he developed software engines to
      accommodate the needs of his business and to generate entertainment software
      programs for the Apple II, the Commodore 64, and the early IBM Personal
      Computer. In 1988 MindMeld was acquired by Distinctive Software, a game
      development company based in Burnaby, British Columbia. Mr. Gardner retained
      ownership of his software engine technology following the acquisition. From
      1994
      to 2002 Mr. Gardner assisted various game development companies in developing
      their corporate strategy, their game development, and negotiating development
      contracts including restructuring Distinctive Software which was later acquired
      by Electronic Arts, Inc.





**Dean
      Branconnier – Chief Financial Officer, Treasurer and
      Director**





Mr.
      Branconnier has been the Company’s Treasurer and a Director since September
      2000.





Mr.
      Branconnier was appointed as Chief Financial Officer of the Company on October
      29, 2003. Since joining the Company, Mr. Branconnier has assisted with the
      organization and development of the Company. Prior to joining the Company,
      Mr.
      Branconnier was Plant Manager for Richmond Bio Conversion Inc. in Richmond,
      British Columbia, Canada (1998-2000) and for Hamilton Bio Conversion Inc. in
      Hamilton, Ontario, Canada (1995-1998). As Plant Manager, Mr. Branconnier had
      the
      following duties and responsibilities: assist with project schedules and
      construction contracts; plant operations and start up; maintain a daily log
      of
      all plant events and manage daily operations; oversee all office administration;
      manage expenditures; ensure compliance with permits; conduct performance reviews
      of employees; ensure plant safety and security; and staff the plants. Mr.
      Branconnier is a first cousin of Mr. Chad Burback.





**Chad
      Burback – Secretary and Director**





Mr.
      Burback has been the Company’s Secretary and a Director since September
      2000.  Since joining the Company, Mr. Burback has assisted with the
      organization and development of the Company. Mr. Burback was Plant Manager
      for
      Hamilton Bio Conversion Inc. in Hamilton, Ontario, Canada (1998-2001). From
      1995
      to 1998, Mr. Burback was the Plant Manager for Brampton Bio Conversion Inc.,
      a
      de-packaging and recycling facility in Brampton, Ontario, Canada. As Plant
      Manager for each facility, Mr. Burback was responsible for the expansion of
      the
      facilities and had the following duties and responsibilities: assist with
      project schedules and construction contracts; operations control and management;
      maintain a daily log of all plant events; oversee all office administration;
      manage expenditures; ensure compliance with permits; conduct performance reviews
      of employees; ensure plant safety and security; and staff the plants. Mr.
      Burback is a first cousin of Mr. Dean Branconnier.





**Michael
      Brown – Director**





Mr.
      Brown
      was appointed a director in November, 2005.  Mr. Brown is the
      President of Brown, Vence & Associates Inc. (“BVA”), a consulting
      engineering firm that Brown helped found in 1979, specializing in energy and
      waste project planning, permitting and financing, and in innovative technologies
      for resource recovery. His firm has participated in over $3 billion in capital
      financing for waste management and renewable energy projects. Mr. Brown was
      also
      recently appointed as a Senior Vice President at HDR Engineering Inc., a large
      architectural and engineering firm, where Mr. Brown manages a joint HDR/BVA
      business unit. The Company has entered into a consulting agreement with his
      Company HDR/BVA.





**Terms
      of Office**





The
      Company’s directors are appointed for one-year terms to hold office until the
      next annual general meeting of the holders of the Company’s common stock or
      until removed from office in accordance with the Company’s by-laws. The
      Company’s officers are appointed by its Board of Directors and hold office until
      removed by the Company’s Board of Directors.





**Audit
      Committee of the Board of Directors**





We
      are
      not a listed issuer and, under the rules of the OTC Bulletin Board, our Board
      of
      Directors is not required to maintain a separately designated standing audit
      committee. As such, pursuant to section 3(a)(58)(B) of the Exchange Act, our
      entire Board of Directors acts as our audit committee.





**Audit
      Committee Financial Expert**





The
      Company’s Board of Directors has determined that none of its members qualifies
      as an “audit committee financial expert,” as defined under Item 401(e) of
      Regulation S-B of the Securities Act of 1933. The Company believes the cost
      related to retaining a financial expert at this time is prohibitive. Further,
      because of the Company’s start-up operations, the Company believes the services
      of a financial expert are not warranted.





-
          29
          -
 *Table
          of Contents*






**Code
      of Ethics**





We
      have
      adopted a Code of Ethics applicable to our officers and directors which is
      a
“code of ethics,” as defined by the applicable rules of the SEC. A copy of our
      Code of Ethics is attached as an exhibit to this Annual Report on Form
      10-KSB.





If
      we
      make any amendments or grant any waivers from a provision of our Code of Ethics
      to our President, Chief Executive Officer, Treasurer or Chief Financial Officer,
      we will disclose the nature of the amendment or waiver, its effective date
      and
      to whom it applies in a report on Form 8-K.





**SECTION
      16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE**





Section
      16(a) of the Exchange Act requires our executive officers and directors and
      persons who own more than 10% of a registered class of our securities
      (“Reporting Persons”) to file reports of ownership and changes in ownership with
      the SEC. Reporting Persons are required by SEC regulations to furnish us with
      copies of all forms they file pursuant to Section 16(a). Based solely on our
      review of such reports received by the Company, and written representations
      from
      certain Reporting Persons that no other reports were required for those persons,
      we believe that except for Michael Brown whose Form 3 was inadvertently not
      filed timely, all Reporting Persons complied with all Section 16(a) filing
      requirements applicable to them.





**ITEM
      10.     EXECUTIVE COMPENSATION**





None
      of
      our executive officers earned more than $100,000 during our most recently
      completed fiscal year.  Accordingly, we have not included any
      compensation information for any of our executive officers, other than our
      current chief executive officer, our chief financial officer and our former
      chief executive officer.





The
      following table sets forth certain information as to the Company's named
      executive officers for each of the Company's fiscal year ended September 30,
      2006, 2005, and 2004. No other compensation was paid to any such named executive
      officers other than the compensation set forth below.





**SUMMARY
      COMPENSATION TABLE**


**Annual
                  Compensation**
              
              **Long
                  Term Compensation**Name
                  and Principal Position
              Year
              
              Salary
                ($)
              
              Bonus
                ($)
              
              Other
                Annual
                  Compensation
                ($)
              
              Restricted
                Stock
                  Award(s)
                ($)
              
              Securities
                  Underlying Options/SARs
                (#)
              
              LTIP
                Payouts
                ($)
              
              All
                Other
                Compensation
                ($)Ralph
                  Petruzzo
                (President
                  and Chief Executive Officer)(1)
              2005
              
              -
                  0
                  -
              
              -
                  0
                  -
              
              -
                  0
                  -
              
              -
                  0
                  -
              
              -
                  0
                  -
              
              -
                  0
                  -
              
              -
                  0
                  -Dean
                  Branconnier
                (Treasurer)
              2006
                2005
                2004
              
              15,757
                47,815(1)
                36,224(1)
              
              -0-
                -
                  0
                  -
                -
                  0
                  -
              
              -0-
                -
                  0
                  -
                -
                  0
                  -
              
              -0-
                -
                  0
                  -
                -
                  0
                  -
              
              -0-
                -
                  0
                  -
                -
                  0
                  -
              
              -0-
                -
                  0
                  -
                -
                  0
                  -
              
              -0-
                -
                  0
                  -
                -
                  0
                  -Peter
                  Gardner
                (former
                  President and Chief Executive Officer)(2)
              2006
                2005
                2004
              
              -
                  0
                  -
                13,584
                  (1)
              
              -
                  0
                  -
                -
                  0
                  -
              
              -
                  0
                  -
                -
                  0
                  -
              
              -
                  0
                  -
                -
                  0
                  -
              
              -
                  0
                  -
                -
                  0
                  -
              
              -
                  0
                  -
                -
                  0
                  -
              
              -
                  0
                  -
                -
                  0
                  -Chad
                  Burback
              2006
                2005
                2004
              
              73,534
                -
                  0
                  -
                -
                  0
                  -
              
              -0-
                -
                  0
                  -
                -
                  0
                  -
              
              -0-
                -
                  0
                  -
                -
                  0
                  -
              
              -0-
                -
                  0
                  -
                -
                  0
                  -
              
              -0-
                -
                  0
                  -
                -
                  0
                  -
              
              -0-
                -
                  0
                  -
                -
                  0
                  -
              
              -0-
                -
                  0
                  -
                -
                  0
                  -


(1)Mr. Petruzzo served as CEO and President of the Company
                from
                January 31, 2005 to April 24, 2005.


(2)Mr.
                Gardner served as CEO and President from November 3, 2003 to January
                28,
                2005. Thereafter he became CEO and President on April 24, 2006 and
                resigned on March 6, 2007.





**COMPENSATION
      OF DIRECTORS**





Directors
      are not compensated for their service as directors. All directors are reimbursed
      for any reasonable expenses incurred in the course of fulfilling their duties
      as
      a director of the Company.





-
          30
          -
 *Table
          of Contents*






**EMPLOYMENT
      CONTRACTS**





The
      Company pays Dean Branconnier a consulting fee of $4,000 CDN per month (equal
      to
      approximately $3,080 US per month) in consideration for Mr. Branconnier acting
      as Chief Financial Officer and Treasurer of the Company. The Company does not
      compensate Mr. Burback for acting as the Secretary of the Company. The Company
      is not party to any written consulting agreements with either Mr. Branconnier
      or
      Mr. Burback. The Company may in the future execute additional written consulting
      agreements with the consulting companies owned by its executive officers and
      consultants.





**ITEM
      11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT**





The
      following table sets forth as of July 3, 2007 certain information known to
      the
      Company regarding the beneficial ownership of the Company’s common stock, and as
      adjusted to reflect the share ownership for (i) each executive officer or
      director of the Company who beneficially owns shares; (iii) all executive
      officers and directors as a group; and (ii) each shareholder known to the
      Company to beneficially own five percent or more of the outstanding shares
      of
      its common stock.  The Company believes that the beneficial owners of
      the common stock listed below, based on information furnished by such owners,
      have sole investment and voting power with respect to such shares, subject
      to
      community property laws where applicable.


**TITLE
                  OF CLASS**
              
              **NAME
                  AND ADDRESS****OF BENEFICIAL OWNER**
              
              **NUMBER
                  OF SHARES OF COMMON STOCK**
              
              **PERCENTAGE
                  OF**
                **COMMON
                  STOCK(1)****DIRECTORS
                  AND OFFICERS**Common
                  Stock
              
              Edwin
                  Kroeker
                CEO,
                  President, and Director
                210
                  Broadway, Unit 208,
                Orangeville,
                  Ontario L9W 5G4
              
              -0-
              
              0.0%-Common
                  Stock
              
              Peter
                  Gardener
                Director
                210
                  Broadway, Unit 208,
                Orangeville,
                  Ontario L9W 5G4
              
              -
                  0
                  -
              
              0.0%Common
                  Stock
              
              Dean
                  Branconnier,
                Chief
                  Financial Officer,
                Treasurer
                  and a Director
                210
                  Broadway, Unit 208,
                Orangeville,
                  Ontario L9W 5G4
              
              640,000
                  Shares
              
              1.5%Common
                  Stock
              
              Chad
                  Burback
                Secretary
                  and Director
                210
                  Broadway, Unit 208,
                Orangeville,
                  Ontario L9W 5G4
              
              640,000
                  Shares
              
              1.5%Common
                  Stock
              
              Michael
                  D. Brown
                Director
                30
                  Tierra Verde Court
                Walnut
                  Creek, CA 94598
              
              -
                  0
                  -
              
              0.0%Common
                  Stock
              
              All
                  Officers and Directors as a Group(5
                  persons)
              
              1,280,000
                  Shares
              
              3.0%**5%
                  BENEFICIAL SHAREHOLDERS**Common
                  Stock
              
              René
                  Branconnier
                8412
                  Armstrong Road,
                Langley,
                  BC  V1M 3P5
                Canada
              
              5,827,248
                  Shares
              
              **12.6%(2)**


(1)
            Under
                Rule 13d-3, a beneficial owner of a security includes any person
                who,
                directly or indirectly, through any contract, arrangement, understanding,
                relationship, or otherwise has or shares: (i) voting power, which
                includes
                the power to vote or to direct the voting of shares; and (ii) investment
                power, which includes the power to dispose or direct the disposition
                of
                shares. Certain shares may be deemed to be beneficially owned by
                more than
                one person (if, for example, persons share the power to vote or the
                power
                to dispose of the shares).  In addition, shares are deemed to be
                beneficially owned by a person if the person has the right to acquire
                the
                shares (for example, upon exercise of an option) within 60 days of
                the
                date as of which the information is provided. In computing the percentage
                ownership of any person, the amount of shares outstanding is deemed
                to
                include the amount of shares beneficially owned by such person (and
                only
                such person) by reason of these acquisition rights. As of June 8,
                2005,
                there were 42,843,219 shares of the Company’s common stock issued and
                outstanding.





(2)
            Includes
                (a)1,859,740 shares of common stock and warrants to purchase 1,859,740
                shares of common stock owned by Milverton Capital Corporation, of
                which
                Mr. Branconnier is a controlling shareholder, (b) 674,884 shares
                of common
                stock and warrants to purchase 674,884shares of common stock owned
                by
                529473 BC Ltd., of which Mr. Branconnier is a controlling shareholder
                and
                (c) 379,000 shares of common stock and warrants to purchase 379,000
                shares
                of common stock owned by Sharon Branconnier, Mr. Branconnier’s wife. All
                of the warrants are exercisable at $.75 per share and they all expire
                in
                August 2008. The percentage ownership has been calculated assuming
                the
                exercise of all of the aforementioned warrants. Mr. Branconnier is
                the
                uncle of Dean Branconnier, the Company’s Chief Financial Officer. Mr.
                Branconnier disclaims any beneficial interest in any of the securities
                owned directly or indirectly by Mr. Dean
                Branconnier.




-
          31
          -
 *Table
          of Contents*





**CHANGE
      IN CONTROL**





The
      Company is not aware of any arrangement that might result in a change in control
      in the future.





**ITEM
      12.     CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS**





**529473
      B.C. LTD.**





529473
      B.C. Ltd. is a private company owned by René Branconnier.  Mr. René
Branconnier is the uncle of our Chief Financial Officer and Treasurer, Dean
      Branconnier, and our Secretary, Chad Burback.





529473
      B.C. Ltd. is the owner of the stable enzyme production technology underlying
      the
      Company’s former enzyme business.  Mr. René Branconnier is the
      ultimate beneficiary of all agreements and arrangements between the Company
      and
      529473 B.C. Ltd.





Under
      the
      terms of the license agreement with 529473 B.C. Ltd., which has now been
      terminated, the Company issued a $2,500,000 US promissory note bearing interest
      at a rate of 5% per annum over a period of 10 years payable to 529473 B.C.
      Ltd.  Under the terms of its agreements with 529473 B.C. Ltd., the
      Company and its subsidiaries agreed to retain the services of 529473 B.C. Ltd.
      to provide research, development, design, and related consultations. 529473
      B.C.
      Ltd. was to receive a consulting fee at a standard rate, established by the
      consultants, and an additional 15% on incurred costs as an administrative,
      overhead and handling charge. As a result, 529473 B.C. Ltd. was owed $2,752,738
      under a note payable with annual interest of 5% per annum.





529473
      B.C. Ltd. has advanced short term loans to the Company which were outstanding
      in
      the amount of $156,759 as of September 30, 2004.





On
      July
      28, 2004, 529473 B.C. Ltd. entered into an assignment of debt agreement with
      the
      Company’s wholly owned subsidiary, Duro Enzyme Solutions Inc., and Milverton
      Capital Corporation (“Milverton”). Pursuant to this assignment agreement,
      Milverton assigned to 529473 B.C. Ltd. its rights to $425,717 CDN owed by the
      Company in exchange for 529473 B.C. Ltd’s promise to repay the amounts owed to
      Milverton. As a result of the assignment, the Company became indebted to 529473
      B.C. Ltd. for the $425,717 CDN previously owed to Milverton.





In
      consideration for the cancellation of $337,442 of this indebtedness to 529473
      B.C. Ltd., the Company issued 674,884 units at a price of $0.50 per
      unit**.**See Item 5, “Recent Sales of Unregistered
      Securities.”





**Milverton
      Capital Corporation**





Milverton
      Capital Corporation is a private company owned by Mr. René Branconnier. During
      the fiscal year ended September 30, 2004, the Company entered into short-term
      loans with Milverton Capital Corporation totaling $38,468 as of September 30,
      2004.





On
      January 1, 2002, the Company entered into a 36-month technology, operations,
      maintenance, research & development, engineering and training consulting
      contract with Milverton as a Nominee. Under this contact, Milverton earned
      fees
      of $742,664 to September 30, 2003, of which $572,228 were earned during the
      year
      ended September 30, 2002 and $170,436 was earned during the year ended September
      30, 2003. The contract was terminated on December 13, 2002 when the Company
      ceased all research activity. On July 28, 2004 Milverton assigned the debt
      owed
      by the Company, totaling $1,012,326, to 529473 B.C. Ltd. and two unrelated
      companies**.**See Item 5, “Recent Sales of Unregistered
      Securities.”





In
      March
      1, 2005, the company entered into a consulting agreement with Milverton to
      provide accounting, management and consulting services, for an annual fee of
      $1,200,000. The contract which expired in March 2006 was renewed for another
      year on the same terms and conditions. Milverton therefore earned $1,200,000
      for
      the year ended September 30, 2006 and of this amount $411,511 remains accrued
      and unpaid, while the company continues to be indebted to Milverton for
      $826,814. The contract which expired in March 2007 was renewed for another
      year
      on the same terms and conditions.





**Sanclair
      Holdings Ltd.**





Sanclair
      Holdings Ltd. is a private company owned by Ms. Sharon Branconnier, the wife
      of
      René Branconnier. Sanclair Holdings advanced short term loans of $126,023 to the
      Company during the year ended September 30, 2004. Accrued but unpaid rent of
      $258,729 is owed by the Company to Sanclair Holdings Ltd. in respect of rental
      of research and development facilities which terminated in December 2002. The
      Company owed $828,895 in aggregate to Sanclair Holdings at the end of September
      2006.





**Brampton
      Holdings Ltd.**





Brampton
      Holdings Ltd. Is a private company owned by Ms. Sharon Branconnier, wife of
      René
Branconnier. Brampton Holdings advanced short term loans of $244,177 to the
      Company during the year ended September 30, 2004. The Company previously rented
      a facility from Brampton Holdings. This lease was terminated in December 2002.
      The Company owes Brampton Holdings $234,084 in respect of accrued but unpaid
      rent. The Company owes Brampton Holdings an additional amount of $169,626 in
      respect of a four month administration and accounting contract entered into
      during the year ended September 30, 2002. In aggregate, the Company owes
      $661,171 to Brampton Holdings as of September 30, 2006.





-
          32
          -
 *Table
          of Contents*




**696092
      BC Ltd.**





On
      July
      1, 2004 the Company obtained a new office location and entered into a new
      five-year lease with 696092 BC Ltd., a company owned by the Company’s former
      President and Chief Executive Officer and current director, Peter Gardner.
      The
      office consists of approximately 2,500 square feet, with monthly rent of $2,420.
      The lease agreement was terminated in August 2006 without penalty to the
      company.





**ITEM
      13.     EXHIBITS**





The
      following exhibits are either provided with this Annual Report or are
      incorporated herein by reference:





**Exhibit
                  Number**
            
            **Description
                  of Exhibit**3.1
            
            Amended
                and Restated Articles of Incorporation dated February 5, 2001(4)3.2
            
            Amended
                and Restated Bylaws dated January 8, 2001(4)4.1
            
            Specimen
                Stock Certificate for Shares of Common Stock of the Company(2)10.1
            
            Lease
                Agreement dated December 12, 2001(4)10.2
            
            License
                and Distribution Agreement between 529473 B.C. Ltd. and Duro Enzyme
                Solutions Inc. (U.S.), as amended, dated September 21, 2000(3)10.3
            
            Research
                and Development Services Agreement between 529473 B.C. Ltd. and Duro
                Enzyme Solutions Inc. (Canada), as amended, dated September 21, 2000(1)10.4
            
            Research
                and Development Services Agreement between 529473 B.C. Ltd. and Duro
                Enzyme Solutions Inc. (U.S.), as amended, dated September 21, 2000(1)10.5
            
            Termination
                of License Agreements between the Duro Enzyme Solutions Inc. (Nevada),
                Duro Enzyme Solutions Inc. (B.C.) and 529473 B.C. Ltd. dated May
                5, 2003
                (6)10.6
            
            Agreement
                with Waste Consultants Limited dated April 6, 200510.7
            
            Consulting
                Agreement with HDR Brown Vence and Associates, Inc., dated June 14,
                200610.8
            
            Agreement
                with Foshan Public Utility Management Chinese Company dated June
                21,
                2005.10.9
            
            Joint
                Venture Agreement entered into on September 28, 2005 between Organic
                Recycling Technologies (China) Inc., a wholly-owned subsidiary of
                the
                Company and Chongquing Jinxibeina Complete Equipment Imp. & Exp.
                Co.10.10
            
            Consulting
                Agreement with Milverton Capital Corporation dated March 1, 2005,
                and
                renewals thereto14.1
            
            Code
                of Ethics16.1
            
            Letter
                from BDO Dunwoody, Chartered Accountants, to the U.S. Securities
                and
                Exchange Commission(5)16.2
            
            Letter
                from Raber Mattuck, Chartered Accountants, to the U.S. Securities
                and
                Exchange Commission(5)21.1
            
            List
                of Subsidiaries31.1
            
            Certification
                of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant to Section 302 of the Sarbanes-Oxley Act of
                200231.2
            
            Certification
                of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant to Section 302 of the Sarbanes-Oxley Act of
                200232.1
            
            Certification
                of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of
                200232.2
            
            Certification
                of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002





(1)
            Filed
                on November 20, 2000, as an exhibit to the Company’s report on Form 10-QSB
                for the three months ended September 30, 2000 and incorporated herein
                by
                reference


(2)
            Filed
                on December 29, 2000, as an exhibit to the Company’s transitional report
                on Form 10-KSB for the nine months ended September 30, 2000 and
                incorporated herein by reference


(3)
            Filed
                on February 14, 2001, as an exhibit to the Company’s report on Form 10-QSB
                for the three months ended December 31, 2000 and incorporated herein
                by
                reference.


(4)
            Filed
                on May 15, 2001, as an exhibit to the Company’s report on Form 10-QSB for
                the three months ended March 31, 2001, and incorporated herein by
                reference.


(5)
            Filed
                on December 29, 2001, as an exhibit to the Company’s report on Form 10-KSB
                for the year ended September 30, 2001, and incorporated herein by
                reference.


(6)
            Filed
                on August 14, 2003, as an exhibit to the Company’s report on Form 10-QSB
                for the three months ended June 30, 2003, and incorporated herein
                by
                reference.








-
          33
          -
 *Table
          of Contents*







**ITEM
      14.     PRINCIPAL ACCOUNTANT FEES AND
      SERVICES**





The
      aggregate fees billed for the two most recently completed fiscal years ended
      September 30, 2006 and 2005 for professional services rendered by the principal
      accountant for the audit of the Corporation’s annual financial statements and
      review of the financial statements included our Quarterly Reports on Form 10-QSB
      and services that are normally provided by the accountant in connection with
      statutory and regulatory filings or engagements for these fiscal periods were
      as
      follows:





**Year
                Ended****September
                30, 2006**
            
            
            **Year
                Ended****September
                30, 2005**Audit
                Fees
            
            $
            78,184.02
            
            
            $
            93,522.27Audit
                Related Fees
            
            $
            8,494.28
            
            
            $
            3,191.39Tax
                Fees
            
            $
            0.00
            
            
            $
            0.00All
                Other Fees
            
            $
            0.00
            
            
            $
            0.00Total
            
            $
            86,678.30
            
            
            $
            96,713.66








-
          34
          -
 *Table
          of Contents*





**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.





**ORGANIC
                RECYCLING TECHNOLOGIES INC.**By:
            /s/
                Edwin KroekerEdwin
                KroekerChief
                Executive Officer, President and DirectorDate:
            July
                17, 2007







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








By:
            **/s/
                Edwin Kroeker**Edwin
                KroekerPresident
                and Chief Executive Officer(Principal
                Executive Officer), DirectorDate:
            July
                17, 2007By:
            **/s/
                Dean Branconnier**Dean
                BranconnierTreasurer
                and Chief Financial Officer(Principal
                Financial Officer), DirectorDate:
            July
                17, 2007By:
            **/s/
                Chad Burback**Chad
                BurbackSecretaryDirectorDate:
            July
                17, 2007By:
            **/s/
                Michael D. Brown**Michael
              D. BrownDirectorDate:
            July
                17, 2007By:
            **/s/
                Peter Gardner**Peter
                GardnerDirectorDate:
            July
                17, 2007






-
          35
          -