---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-Q/Amended

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

For the quarterly period ended May 31, 2010

OR

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

For the transition period from to _______________to
_______________

Commission File Number: 333-150463

ECOEMISSIONS SOLUTIONS
INC.(Exact Name of Registrant as Specified in its Charter)
(Formerly known as RESOURCE GROUP, Inc.)

|Delaware                        | 80-0154562         
|------------------------------- | -------------------
|(State of other jurisdiction of | (I.R.S. Employer   
|incorporation or organization)  | Identification No.)

455 South 48thSt.,Suite 106, Tempe, AZ 85281(Address of Principal
Executive Offices) (Zip Code)

Former Address3250 Oakland Hills, Fairfield California
94534

928-474-4215(Registrant's Telephone Number, including
Area Code)

Securities Registered Pursuant to Section 12(B) of the Act:
None

Securities Registered Pursuant to Section 12(G) of the Act:
Common Stock, par value $.001 per share

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

---

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

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

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (section 229.405 of this chapter) during the preceding 12 months (or for
such shorter period that the registrant was required to submit and post such
files).Yes [ ] No [ x ]

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

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

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

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

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such
common equity, as of the last business day of the registrants most recently
completed first fiscal quarter. Aggregate Market Value as of May 31, 2010:
$9,075,000 based on common shares outstanding of 48,150,000

State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date.

48,150,000 shares of Common Stock, $0.001 par value, as of July
15, 2010

Documents incorporated by reference - None

State issuer's revenues for
  its most recent fiscal year: Nil

---

PART I - FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

EcoEmissions Solutions, Inc. (formerly known as Resource
Group Inc. (A Development Stage Company) Condensed Interim Financial
Statements (Unaudited)

|                                         | Page      
|---------------------------------------- | ----------
|Financial Statements:                    |           
|                                         |           
|Balance
      Sheets                     | F-2       
|                                         |           
|Statements of
      Operations           | F-3       
|                                         |           
|Statements of Cash
      Flow            | F-4       
|                                         |           
|Statements of
      Stockholders Equity | F-5       
|                                         |           
|Notes to Financial
      Statements      | F-6 to F-8

---

|EcoEmissions Solutions, Inc.           
|---------------------------------------
|(formerly known as Resource Group Inc.)
|(A Development Stage Company)          
|Condensed Balance Sheets               
|(Unaudited)                            

|                                                                                                         |   | May 31,  |   |   | February |  
|-------------------------------------------------------------------------------------------------------- | - | -------- | - | - | -------- | -
|                                                                                                         |   |          |   |   | 28,      |  
|                                                                                                         |   | 2010     |   |   | 2010     |  
|                                                                                                         |   |          |   |   |          |  
|                                                                                                         |   |          |   |   |          |  
|ASSETS                                                                                                   |   |          |   |   |          |  
|                                                                                                         |   |          |   |   |          |  
|Current Assets                                                                                           |   |          |   |   |          |  
|Cash                                                                                                     | $ | 1,358    |   | $ | 1,376    |  
|                                                                                                         |   |          |   |   |          |  
|Total Current Assets                                                                                     |   | 1,358    |   |   | 1,376    |  
|                                                                                                         |   |          |   |   |          |  
|Total Assets                                                                                             |   | 1,358    |   |   | 1,376    |  
|                                                                                                         |   |          |   |   |          |  
|LIABILITIES &
      STOCKHOLDERS EQUITY                                                                  |   |          |   |   |          |  
|Current                                                                                                  |   |          |   |   |          |  
|Accounts Payable                                                                                         |   | 4,140    |   |   | 758      |  
|Accrued Liabilities                                                                                      |   | 1,750    |   |   | 3,500    |  
|Loans Payable Related Parties
      -Principal(Note 5)                                                   |   | 61,549   |   |   | 56,126   |  
|Loans Payable Related Parties Accrued
      Interest (Note 5)                                           |   | 9,458    |   |   | 7,888    |  
|Total Current Liabilities                                                                                |   | 76,897   |   |   | 68,272   |  
|                                                                                                         |   |          |   |   |          |  
|STOCKHOLDERS EQUITY                                                                                     |   |          |   |   |          |  
|                                                                                                         |   |          |   |   |          |  
|Capital Stock                                                                                            |   |          |   |   |          |  
|Authorized: Issued and outstanding at May
      31, 2010 and February 28, 2010 48,150,000 common shares, |   | 48,150   |   |   | 48,150   |  
|                                                                                                         |   |          |   |   |          |  
|Additional paid-in capital                                                                               |   | 13,597   |   |   | 13,597   |  
|Deficit Accumulated During
      the Development Stage                                                   |   | (137,142 | ) |   | (128,499 | )
|Accumulated OCI-Foreign Exchange                                                                         |   | (144     | ) |   | (144     | )
|Total Shareholders Equity                                                                               |   | (75,539  | ) |   | (66,896  | )
|Total Liabilities and Stockholders Equity                                                               | $ | 1,358    |   | $ | 1,376    |  

The accompanying notes are an integral part of these Financial
Statements

F-2

---

|EcoEmissions Solutions, Inc.           
|---------------------------------------
|(formerly known as Resource Group, Inc)
|(A Developmental Stage Company)        
|Condensed Statements of Operations     
|(Unaudited)                            

|                                                           |  |            |   |  |           |   |  | Cumulative  |  
|---------------------------------------------------------- |  | ---------- | - |  | --------- | - |  | ----------- | -
|                                                           |  |            |   |  |           |   |  | amounts     |  
|                                                           |  | 3 Month    |   |  | 3 Month   |   |  | from        |  
|                                                           |  | Period     |   |  | Period    |   |  | Inception   |  
|                                                           |  | Ending     |   |  | Ending    |   |  | April 2,    |  
|                                                           |  | May 31,    |   |  | May 31,   |   |  | 2007 to May |  
|                                                           |  | 2010       |   |  | 2009      |   |  | 31,         |  
|                                                           |  |            |   |  |           |   |  | 2010        |  
|                                                           |  | $          |   |  | $         |   |  | $           |  
|Revenue                                                    |  |            |   |  |           |   |  |             |  
|Income                                                     |  | -          |   |  | -         |   |  | -           |  
|Expenses                                                   |  |            |   |  |           |   |  |             |  
|Organizational costs                                       |  | -          |   |  | -         |   |  | 5,000       |  
|Office and Administration                                  |  | 1,323      |   |  | 382       |   |  | 14,471      |  
|Professional Fees                                          |  | 5,750      |   |  | 9,071     |   |  | 82,699      |  
|Director Compensation                                      |  | -          |   |  | -         |   |  | 247         |  
|Impairment Expense- Mining Claim Asset                     |  | -          |   |  | -         |   |  | 25,253      |  
|                                                           |  | 7,073      |   |  | 9,453     |   |  | 127,670     |  
|                                                           |  |            |   |  |           |   |  |             |  
|Net Loss from Operations                                   |  | 7,073      |   |  | 9,453     |   |  | 127,670     |  
|                                                           |  |            |   |  |           |   |  |             |  
|Other Income                                               |  |            |   |  |           |   |  |             |  
|Interest Income                                            |  |            |   |  | -         |   |  | -           |  
|Other Expense                                              |  |            |   |  |           |   |  |             |  
|Interest Expense-Related Party                             |  | (1,570     | ) |  | (770      | ) |  | (9,458      | )
|Interest Expense-Other                                     |  | -          |   |  | -         |   |  | (14         | )
|                                                           |  |            |   |  |           |   |  |             |  
|Net Loss For The Period                                    |  | (8,643     | ) |  | (10,223   | ) |  | (137,142    | )
|                                                           |  |            |   |  |           |   |  |             |  
|Basic And Diluted Loss Per Common Share                    |  | (0.00      | ) |  | (0.00     | ) |  |             |  
|Weighted Average Number of Common Shares
      Outstanding |  | 48,150,000 |   |  | 3,605,000 |   |  |             |  

The accompanying notes are an integral part of these Financial
Statements

F-3

---

|EcoEmissions Solutions, Inc.           
|---------------------------------------
|(formerly known as Resource Group, Inc)
|(An Exploration Stage Company)         
|Condensed Statements of Cash Flows     
|(Unaudited)                            

|                                                                           |  | 3 Month |   |  | 3 Month |   |  | Cumulative       |  
|-------------------------------------------------------------------------- |  | ------- | - |  | ------- | - |  | ---------------- | -
|                                                                           |  | period  |   |  | period  |   |  | amounts from     |  
|                                                                           |  | Ended   |   |  | Ended   |   |  | Inception        |  
|                                                                           |  | May 31, |   |  | May 31, |   |  | April 2, 2007 to |  
|                                                                           |  | 2010    |   |  | 2009    |   |  | May 31, 2010     |  
|                                                                           |  |         |   |  |         |   |  | -                |  
|Operating Activities                                                       |  | $       |   |  | $       |   |  | $                |  
|Net Income (Loss)                                                          |  | (8,643  | ) |  | (10,223 | ) |  | (137,142         | )
|Adjustments To Reconcile Net Loss To Net Cash Provided by
      Operations |  |         |   |  |         |   |  |                  |  
|Stock Issued for services                                                  |  | -       |   |  | 500     |   |  | 500              |  
|Issue Dividend in Warrants                                                 |  | -       |   |  | -       |   |  | 247              |  
|Impairment of Mining Property                                              |  | -       |   |  | -       |   |  | 25,253           |  
|Change in Assets and Liabilities                                           |  | -       |   |  | -       |   |  | -                |  
|                                                                           |  | -       |   |  | -       |   |  | -                |  
|Increase (decrease) in Accrued Liabilities                                 |  | (1,750  | ) |  | (2000   | ) |  | 1,750            |  
|Increase (decrease) in
      Accounts Payable                              |  | 3,382   |   |  | 6,533   |   |  | 4,140            |  
|Increase (decrease) in Accrued
      Interest-Related Party                |  | 1,570   |   |  | 771     |   |  | 9,458            |  
|Net Cash Provided (Used) by Operating
      Activities                     |  | (5,441  | ) |  | (4,419  | ) |  | (95,794          | )
|Investing Activities Mining Property                                      |  | -       |   |  | -       |   |  | (25,253          | )
|Net Cash Provided (Used) by Financing
      Activities                     |  |         |   |  |         |   |  | (25,253          | )
|Financing Activities                                                       |  |         |   |  |         |   |  |                  |  
|Cash provided by (used) for notes payable -
      related parties          |  | 5,423   |   |  | -       |   |  | 59,549           |  
|Cash Received from issuance of stock                                       |  | -       |   |  | -       |   |  | 63,000           |  
|Net Cash Provided (Used) by Financing
      Activities                     |  | 5,423   |   |  | -       |   |  | 122,549          |  
|Increase (Decrease) in Cash from Continuing Operations                     |  | (18     | ) |  | (4,419  | ) |  | 1,502            |  
|Cash and Cash Equivalents at Beginning of
      Period                     |  | 1,376   |   |  | 4,564   |   |  | (144             | )
|Cash and Cash Equivalents at End of Period                                 |  | 1,358   |   |  | 145     |   |  | 1,358            |  
|Supplemental Information                                                   |  |         |   |  |         |   |  |                  |  
|Cash Paid For:                                                             |  |         |   |  |         |   |  |                  |  
|Interest                                                                   |  | -       |   |  | -       |   |  | -                |  
|Income Taxes                                                               |  | -       |   |  | -       |   |  | -                |  
|                                                                           |  |         |   |  |         |   |  |                  |  
|Non-Cash Activities                                                        |  |         |   |  |         |   |  |                  |  
|Company Stock repurchased, cancelled and
      exchanged for warrants      |  | -       |   |  | -       |   |  | 247              |  
|                                                                           |  |         |   |  |         |   |  |                  |  
|Note Payable for Company Stock Repurchased                                 |  | 2,000   |   |  | -       |   |  | 2,000            |  
|Interest                                                                   |  | 1,570   |   |  | 3,666   |   |  | 9,458            |  

The accompanying notes are an integral part of these Financial
Statements

F-4

---

|EcoEmissions Solutions, Inc.                
|--------------------------------------------
|(formerly known as Resource Group, Inc.)    
|(A Development Stage Company)               
|Condensed Statements of Stockholders Equity
|(Unaudited)                                 

|                                                                                                    |  |               |   |  |         |   |  |            |   |  |             |   |  | Deficit     |   |  |         |  
|--------------------------------------------------------------------------------------------------- |  | ------------- | - |  | ------- | - |  | ---------- | - |  | ----------- | - |  | ----------- | - |  | ------- | -
|                                                                                                    |  | Capital Stock |   |  |         |   |  |            |   |  | Accumulated |   |  |             |  
|                                                                                                    |  |               |   |  |         |   |  | Additional |   |  | Accumulated |   |  | During the  |   |  |         |  
|                                                                                                    |  |               |   |  |         |   |  | Paid-In    |   |  | OCI-Foreign |   |  | Exploration |   |  |         |  
|                                                                                                    |  | Shares        |   |  | Amount  |   |  | Capital    |   |  | Exchange    |   |  | Stage       |   |  | Total   |  
|                                                                                                    |  |               |   |  | $       |   |  | $          |   |  |             |   |  | $           |   |  | $       |  
|Balance Forward (Inception) April 2, 2008                                                           |  |               |   |  |         |   |  |            |   |  |             |   |  |             |   |  |         |  
|                                                                                                    |  |               |   |  |         |   |  |            |   |  |             |   |  |             |   |  |         |  
|December 2007 shares issued
      for cash at $0.0000333                                            |  | 90,000,000    |   |  | 90,000  |   |  | (87,000    | ) |  |             |   |  |             |   |  | 3,000   |  
|                                                                                                    |  |               |   |  |         |   |  |            |   |  |             |   |  |             |   |  |         |  
|February 2008 
    Shares issued for cash at $0.000333                                              |  | 18,000,000    |   |  | 18,000  |   |  | 42,000     |   |  |             |   |  |             |   |  | 60,000  |  
|Deficit for Year Ended February 28, 2008                                                            |  |               |   |  |         |   |  |            |   |  | -           |   |  | (18,501     | ) |  | (18,501 | )
|Balance February 29, 2008                                                                           |  | 108,000,000   |   |  | 108,000 |   |  | (45,000    | ) |  |             |   |  | (18,501     | ) |  | 44,499  |  
|Deficit for Year Ended February 28, 2009                                                            |  |               |   |  |         |   |  |            |   |  | -           |   |  | (80,496     | ) |  | (80,496 | )
|Balance February 28, 2009                                                                           |  | 108,000,000   |   |  | 108,000 |   |  | (45,000    | ) |  |             |   |  | (98,997     | ) |  | (35,997 | )
|May 2009 
      Shares issued for consulting services
      150,5000 at $0.003333                   |  | 150,000       |   |  | 150     |   |  | 350        |   |  |             |   |  |             |   |  | 500     |  
|May 2009 shares purchased
      from directors At 0.000333 and cancelled                            |  | (60,000,000   | ) |  | (60,000 | ) |  | 58,000     |   |  |             |   |  |             |   |  | (2,000  | )
|June 2009 288,000 warrants issued as
      additional consideration for shares returned to treasury |  |               |   |  |         |   |  | 247        |   |  |             |   |  |             |   |  | 247     |  
|Accumulated OCI-Foreign
      Exchange                                                              |  |               |   |  |         |   |  |            |   |  | (144        | ) |  |             |   |  | (144    | )
|Deficit for Year Ended February 28, 2010                                                            |  |               |   |  |         |   |  |            |   |  |             |   |  | (29,502     | ) |  | (29,502 | )
|                                                                                                    |  |               |   |  |         |   |  |            |   |  |             |   |  |             |   |  |         |  
|Balance February 28, 2010                                                                           |  | 48,150,000    |   |  | 48,150  |   |  | 13,597     |   |  | (144        | ) |  | (128,499    | ) |  | (66,896 | )
|                                                                                                    |  |               |   |  |         |   |  |            |   |  |             |   |  |             |   |  |         |  
|Deficit for Period Ended May 31 2010                                                                |  |               |   |  |         |   |  |            |   |  |             |   |  | (8,643      | ) |  | (8,643  | )
|Balance, May 31, 2010                                                                               |  | 48,150,000    |   |  | 48,150  |   |  | 13,597     |   |  | (144        | ) |  | (137,142    | ) |  | (75,539 | )

The accompanying notes are an integral part of these Financial
Statements

F-5

---

|EcoEmissions Solutions, Inc.                                                      
|----------------------------------------------------------------------------------
|(formerly known as Resource Group, Inc.)                                          
|(A Development Stage Company)                                                     
|Notes to Unaudited Condensed Interim Financial Statements
      as of May 31, 2010

NOTE 1 - BASIS OF PRESENTATION

While the information presented in the accompanying interim
financial statements is unaudited, it includes all adjustments, which are, in
the opinion of the management of Resource Group Inc (the Company), necessary
to present fairly the financial position, results of operations and cash flows
in the interim periods presented. Except as disclosed below, these interim
financial statements follow the same accounting policies and methods and their
application as the Companys audited February 28, 2010 annual financial
statements. It is suggested that these interim financial statements be read in
conjunction with the Companys February 28, 2010 audited financial
statements.

The information as of February 28, 2010 is taken from the
audited financial statements of this date.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Concentrations

Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash and cash equivalents.
At May 31, 2010, the Company had $1,358 U.S. funds in deposits in a business
bank account, which are not insured by agencies of the U.S. Government.

Recent Accounting Pronouncements

The Company management has reviewed recent accounting
pronouncements issued through the date of the issuance of financial statements.
In managements opinion, except for those pronouncements detailed below, no
other pronouncements apply or will have a material effect on the Companys
financial statements.

In May 2009, the FASB issued ASC 855 Subsequent Events, which
establishes principles and requirements for subsequent events. In accordance
with the provisio ns of ASC 855, the Company currently evaluates subsequent
events through the date the financial statements are available to be issued.

NOTE 3 - BASIS OF PRESENTATION  GOING CONCERN

The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles (GAAP) in the United
States of America, which contemplates the Companys continuation as a going
concern. However, the Company has had increasing business operations to date and
losses of approximately $137,142. These matters raise substantial doubt about
its ability to continue as a going concern. In view of these matters,
realization of certain of the assets in the accompanying balance sheet is
dependent upon its ability to meet its financing requirements, raise additional
capital, and the success of its future operations. The Company acquired
operating capital through equity offerings to the public and through the sale of
notes to related parties, to fund its business plan. There is no assurance that
the funds received will be sufficient to assure the Companys eventual
profitability. Management believes that actions planned and presently being
taken to revise its operating and financial requirements provide the
opportunity for it to continue as a going concern. The financial statements do
not include any adjustments that might result from these uncertainties.

F-6

---

The Company is subject to U.S. federal income taxes. It had
losses to date, and therefore, has paid no income tax.

Deferred income taxes arise from temporary timing differences
in the recognition of income and expenses for financial reporting and tax
purposes. The Companys deferred tax assets consist entirely of the benefit from
net operating loss (NOL) carry-forwards. Its deferred tax assets are offset by
a valuation allowance due to the uncertainty of the realization of the NOL
carry-forwards. NOL carry-forwards may be further limited by a change in Company
ownership and other provisions of the tax laws.

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

|Estimated         | Estimated | Benefit | Changes in | Net Tax
|----------------- | --------- | ------- | ---------- | -------
|                  |           | NOL     |            |        
|Period Ending     |           | Carry-  |            |        
|                  |           | forward |            |        
|February 28, 2009 | $         | 98,997  |            |        
|                  |           |         |            |        
|February 28, 2010 | $         | 128,499 |            |        
|                  |           |         |            |        
|May 31, 2010      | $         | 8,643   |            |        

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

|Income tax benefit at statutory rate
      resulting from NOL carry-forwards |  | (15% | )
|---------------------------------------------------------------------------- |  | ---- | -
|Deferred income tax valuation allowance                                      |  | 15%  |  
|Actual tax rate                                                              |  | 0%   |  

NOTE 5  LOANS PAYABLE - RELATED PARTY LOANS

In March 2008, the Company repaid $49,500, leaving $27,500
principal plus accrued interest payable. On December 15, 2008, the note due
dates were extended to November 12, 2009. In December 2008 and January 2009,
$2,000 each, in aggregate $4,000 was loaned to the Company by two
officers/directors bringing the total principal amount to $31,500.On February
28, 2009, the principal payable amount to $31,500 plus accrued interest of
$4,235, in aggregate $35,735.

On May 29, 2009, an amount of $1,000 each, in aggregate $2,000
in additional notes payable were issued by the Company to the two
officers/directors to fund the repurchase cost of 60,000,000 post-split shares
of Companys common stock owned by these two directors. Following the
repurchase, the 60,000,000 shares were cancelled. On February 28, 2010 the total
amount owing on the note was $39,854, made up of principal in the amount of
$33,500 and accrued interest amounting to $7,333.

During this fiscal year ended February 28, 2010, the Company
received loans from shareholders and other related parties. These loans were
originally provided without defined interest and without defined payment terms.
On October 15, 2009, Loan Agreements were entered into which clarified and
confirmed the terms and conditions. Under the agreed terms the outstanding
amounts, are without interest up to November 30, 2009. Commencing December 1,
2009 the outstanding amounts and subsequent amounts, if any, are repayable on
demand, interest will accrue at a rate of 10% annum and if earlier demand for
payment is not made, the loans are payable November 30, 2011. At February 28,
2010 the total amount owing on these loans to shareholders and other related
parties was $23,182, made up of principal in the amount of $22,626 and accrued
interest amounting to $555.

As at May 31, 2010 the amount for Loans Payable - Related
Party, in aggregate, including shareholders and other related parties amounted
to$ 71,007(Feb 2010-$64,014) made up of principal amounting to $61,549 (Feb
2010-$56,126) and accrued interest amounting to $9,458 (Feb 2010--$7,888).

During the three month period ended May 31, 2010 a Related
Party provided an additional $5,423 in loans to pay various costs incurred by
the Company. Under the agreed upon terms the outstanding amounts are without
interest or a due date.

F-7

---

NOTE 6  PURCHASE AND CANCELLATION OF COMMON SHARES ISSUANCE
OF SHARE PURCHASE WARRANTS

On May 29, 2009 the Company reached and agreement with two
officers/directors to purchase 30,000,000 post-split shares from each, in
aggregate 60,000,000 shares of the Companys $0.001 par value stock at the price
originally paid by them, plus future consideration. In settlement of the future
consideration provision of the transaction, the Company agreed to issue 144,000
two-year share purchase warrants each, in aggregate a total of 288,000 two-year
share purchase warrants, each of which grant the right to purchase one common
share of the Company for $0.50 per share. The transaction, in aggregate totaled
$2,247 consisting of $2,000 paid to the officers/directors for the post-split
60,000,000 shares and an amount of $247, which was expensed, on the income
statement as directors compensation. The deemed values of the share purchase
warrants were based on a Black Scholes Model calculation. The components used
were, Volatility of 200%, a Risk Free Rate of 2.34% and a stock price of
$0.00333. The Companys stock was not quoted on the date of warrant issuance nor
had it ever traded therefore we used $0.00333, the highest price used for any
previous stock issuances. No warrant have been exercised during this period up
to February 28, 2010, the total outstanding is 288,000.

In June 2009, the Company issued a 30 for 1 forward stock split
affected in the form of a stock dividend to all shareholders. The following
share values and numbers of shares reflect the result of the roll forward and
the Companys share purchase from its officers and directors:

|December 2007 - Shares issued to directors
      for cash at $0.000033333      |  | 90,000,000  |  
|------------------------------------------------------------------------------ |  | ----------- | -
|February 2008 - Shares issued for cash to S-2 purchasers at
      $0.0033333   |  | 18,000,000  |  
|May 2009 - Shares issued for consulting
      services at $0.0033333           |  | 150,000     |  
|May 2009 - Shares purchased at $0.000033333 from directors
      and cancelled |  | (60,000,000 | )

NOTE 7 - SUBSEQUENT EVENTS

The Company has a binding agreement to purchase 100% of
EcoEmissions Systems, Inc.(EES) subject to completing an audit. EES has
already initiated internal preparations for an audit. EES will engage
PCAOB-registered auditor upon completion of its internal work but intends to
commence the outside audit work prior to September 30, 2010

F-8

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION

EcoEmissions Solutions, Inc (referred to herein as we, us,
our and similar terms) was incorporated on April 2, 2007, in the State of
Delaware. Our principal executive offices are located at 455 South 48thSt,,Suite 106, Tempe, Arizona 85281. Our telephone number is 928 474 9151.
We are an development stage Company with no revenues and have a limited
operating history. Our fiscal year end is February.

Management's Discussion and Analysis of Financial Condition
and Results of Operations

Year ended February 28, 2010

In June 2009 we reached an Agreement to acquire EcoEmissions
Systems, Inc. of.Tempe Arizona, a Nevada Corporation.The acquisition is
structured as a merger and is subject to an audit being completed on
EcoEmissions Systems, Inc. (Eco) EES has already intiated internal
preparations for an audit intends to commence the outside audit work prior to
September 30, 2010

On December 4, 2009 we filed an 8-K providing additional
information concerning the merger and EcoEmissions Systems, Inc.

During the year we changed our name to EcoEmissions Solutions,
Inc and decided that the focus of our business will be identical to that
conducted by Eco which is the pollution control business, Eco has proven
patented emissions-reducing Catalyst Injection System (CIS) offers a global
solution for diesel engines used in heavy industry and large marine applications
around the world. The pre-combustion system (the only patented system of its
type in the world), injects a platinum-based catalyst (nano) solution into
diesel engine cylinders producing a more complete burn of the diesel fuel.
Simply installed without modifications to the engine itself, the results are
more power, lower fuel consumption, dramatically reduced pollution and an
extension of engine life. The catalyst is then used and consumed as part of
normal diesel engine operation.

The catalyst is used once as part of normal diesel engine
operation and then needs to be replaced. The replacement of the catalyst
provides ECMZ an ongoing and ever increasing revenue stream as it continues to
increase the number of installed delivery units.

We believe our existing cash balances and non-related party
loans that have been committed are sufficient to carry our normal operations for
the next three (3) months. Our short and long-term survival is dependent on
funding from sales of securities as necessary or from loans from shareholder or
others and thus, to the extent that we require additional funds to support our
operations or the expansion of our business, we may attempt to sell additional
equity shares or issue additional debt. Any sale of additional equity securities
will result in dilution to our stockholders. There can be no assurance that
additional financing, if required, will be available to us or on acceptable
terms.

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Interim Periods

For the three month period March 1, 2010 to May 31, 2010 and
comparable periods in 2009

We reported no revenues for the three months March 1, 2010 to
May 31, 2010 compared to nil during the comparable period ending May 31, 2009.
The sale of CIS system is being conducted with Eco whose acquisition has not
been completed.

For the three months period March 1, 2010 to May 31, 2010, our
net loss from operations was $8,643 compared to $10,223 during the comparable
three months ended May 31, 2009. The decrease of $1,580 in the May 31, 2010
period was due to a decrease in our operational and organizational activity
expenses.

At May 31, 2010 we had working capital of -$75,539 compared to
working capital of -$66,896 at February 28, 2010. At May 31, 2009 our total
assets consisted of cash of $1,358. This compares with total assets of $1,376 at
February 28, 2010 consisting of cash of $1,376.

Cash on hand is currently our only source of liquidity. We do
not have any lending arrangements in place with banking or financial
institutions and we do not anticipate that we will be able to secure these
funding arrangements in the near future.

Our short and long-term survival is dependent on additional
related party loans or sale of securities. At this time our short term cash
needs have been arranged for through non-related party loans sufficient to carry
the Company for the next three months of operations.

Off-Balance Sheet Arrangements

We currently do not have any off-balance sheet
arrangements.

ITEM 3

CONTROLS AND PROCEDURES

As of the end of the period covered by this report, we
conducted an evaluation, under the supervision and with the participation of our
chief executive officer and chief financial officer, of our disclosure controls
and procedures (as defined in Rule 13a-15(e) of the Exchange Act). Based upon
this evaluation, our chief executive officer and chief financial officer
concluded that our disclosure controls and procedures are ineffective to ensure
that 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 Security and Exchange Commission's rules and forms.

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There has been no change in our internal control over financial
reporting during the current quarter that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.

PART II  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

Pursuant to Rule 601 of Regulation S-B, the following exhibits
are included herein or incorporated by reference.

|Exhibit |                                                                       
|------- | ----------------------------------------------------------------------
|Number  | Description                                                           
|3.1     | Articles of Incorporation*                                            
|3.3     | By-laws*                                                              
|4.0     | Code of Ethics**                                                      
|31.1    | CERTIFICATION OF CEO
      PURSUANT TO 18 U.S.C. ss. 1350, SECTION 302
|31.2    | CERTIFICATION OF CFO PURSUANT TO 18 U.S.C. ss. 1350, SECTION
      302
|32.1    | CERTIFICATION PURSUANT
      TO 18 U.S.C. ss. 1350, SECTION 906       
|32.2    | CERTIFICATION PURSUANT TO 18 U.S.C. ss. 1350, SECTION
      906       

*Incorporated by reference to our Form S-1 Registration
Statement, file number 333-450463, filed on May 27, 2008.

**Incorporated by reference to our Form 10K, file number
333-450463, filed on May 17, 2010.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized, on this
25thday of July, 2010.

EcoEmissions Solutions, Inc.

Date: July 25, 2010

By: /s/ Larry LorenzName: Larry
LorenzTitle: President/Chief Executive Officer and Director

Date: July 25, 2010

By: /s/ Thomas CromName: Thomas
CromTitle: Secretary, Chief Financial Officer, Principal Financial Officer
and Director

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