UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K
 (Mark One)
 x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For the Fiscal Year Ended May 31, 2011
 
  ̈
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 
 For the transition period from ________  to ______
 
 ECOLAND INTERNATIONAL, INC.
 (Exact name of registrant as specified in its charter)
 
 Nevada
000-53006
20-3061959(State or other jurisdiction
(Commission File Number)
(IRS Employerof Incorporation)

Identification Number)
 4909 West Joshua Boulevard, Suite 1059
 Chandler, Arizona 85226
 (Address of principal executive offices)
 
 (602) 882-8771
 (Registrant’s Telephone Number)
 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ̈
 
 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 fiscal year:
 $4,587,000.
 
 Our common stock is traded in the over-the-counter market and quoted on the Over-The-Counter Bulletin Board under the symbol “ECIT.OB.”
 
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
 
 Large Accelerated Filer
 ̈
Accelerated Filer
 ̈Non-Accelerated Filer
 ̈
Smaller Reporting Company
x
  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes  ̈    No x
 
 As of May 31, 2011, there were 88,650,000shares of the registrant’s $.001 par value common stock issued and outstanding.
 
 Documents incorporated by reference: None










Table of Contents





PagePART IItem 1
Business
3Item 1A
Risk Factors
6Item 1B
Unresolved Staff Comments
10Item 2
Properties
10Item 3
Legal Proceedings
10Item 4
Submission of Matters to a Vote of Security Holders
10PART IIItem 5
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
10Item 6
Selected Financial Data
11Item 7
Management's Discussion and Analysis of Financial Condition and Results of Operations
11Item 7A
Quantitative and Qualitative Disclosures about Market Risk
14Item 8
Financial Statements and Supplementary Data
14Item 9
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
27Item 9A(T)
Controls and Procedures
27Item 9B
Other Information
27PART IIIItem 10
Directors and Executive Officers and Corporate Governance
28Item 11
Executive Compensation
30Item 12
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
30Item 13
Certain Relationships and Related Transactions
31Item 14
Principal Accountant Fees and Services
32PART IVItem 15
Exhibits
33




2





FORWARD-LOOKING STATEMENTS





This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:





·
The availability and adequacy of our cash flow to meet our requirements;


·
Economic, competitive, demographic, business and other conditions in our local and regional markets;


·
Changes or developments in laws, regulations or taxes in our industry;


·
Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities;


·
Competition in our industry;


·
Changes in our business strategy, capital improvements or development plans;


·
The availability of additional capital to support capital improvements and development; and


·
Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.





You should read this report completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.





Use of Term





Except as otherwise indicated by the context, references in this report to “Company”, “Ecoland”, “ECIT”, “we”, “us” and “our” are references to Ecoland International, Inc.  All references to “USD” or United States Dollars refer to the legal currency of the United States of America.




PART I





ITEM 1.    BUSINESS





Corporate History





We were formed in the State of Nevada on June 24, 2005 under the name Guano Distributors, Inc. Prior to our incorporation, on April 15, 2005, David Wallace, our chief executive officer, chief financial officer and sole director, formed Guano Distributors (Pty) Ltd., a South African registered company, for the purpose of selling Dry-Bar Cave bat guano. On May 15, 2005, Mr. Wallace, transferred all of his ownership interest in Guano Distributors (Pty) Ltd. to the Company. On June 28, 2006, we amended our Articles of Incorporation to change our name to Ecoland International, Inc.





On May 11, 2005, Guano Distributors (Pty) Ltd. executed two non-exclusive letter agreements with Sociaf, LDA, an Angolan company, which provided Ecoland with the non-exclusive right to distribute Sociaf’s Dry-Bar Cave bat guano in the United States, Europe, South Africa, Asia and the Middle East.





Sociaf, which was established in 1989, has a license from the Angolan government to an estimated 350,000 tons of Dry-Bar Cave bat guano in 54 caves located on the properties in which Ecoland’s distribution rights are held. Sociaf had conducted limited operations in Angola since its inception, mostly selling Dry-Bar Cave bat guano locally in Angola. However, Sociaf had difficulty developing any significant market for its Dry-Bar Cave bat guano due to a lack of capital, management expertise, and the very restrictive business environment in Angola in which it operates.





Consequently, in 2002, Derek Coburn and David Wallace, our chief executive officer, chief financial officer and sole director, were invited by the controlling owners of Sociaf to provide consulting services for the purpose of overcoming the many obstacles in the business environment in Angola, and to help expand the business.


3





In August 2003, Messrs. Coburn and Wallace completed a business plan that involved implementation of selling Dry-Bar Cave bat guano into the South African market. The business plan identified that the best potential for the guano would be to export it out of Angola to countries that had developed markets for the product, mainly the United States and Europe. Messrs. Coburn and Wallace determined that since the Angolan economy is not very sophisticated by First World standards, it would be possible to achieve a higher price and sales volumes for the bat guano by exporting it and adding value to the raw material by packaging the product and selling it under the brand name “Ecoland Guano.”





Description of Business





Ecoland International, Inc. is in the business of developing Dry-bar cave bat guano from deposits in Angola/Mozambique as an organic fertilizer for use in organic farming. We currently market and sell the Dry-Bar Cave bat guano in Europe, mainly the United Kingdom, and in South Africa. The logistics of distribution have been arranged in such a way that the bat guano is transported, using local trucking contractors, to shipping ports in Angola, and shipped via cargo ships. Presently, there are no contracts between Ecoland and shipping lines; however, we intend to approach shipping lines to obtain contracts once sufficient volume of bat guano sales has been achieved.





At present the guano is extracted from the caves where it is subject to screening to remove any extraneous items from the guano, such as stones and wood. The guano is then packaged into woven polypropylene bags and loaded into containers that are shipped to South Africa. Although Ecoland does not own the bat guano deposits, we are involved with Sociaf in terms of extracting the guano to ensure the extraction is performed in an environmentally friendly manner to preserve the bats environment and the long-term sustainability of supply.




Dry-bar cave bat guano is distinct among all other organic fertilizers, as it is broken down over many years by the microbial activity that is indigenous to the dark, humid environment found inside caves. This biological process results in a stable, natural, odorless fertilizer. Dry-bar cave bat guano contains live microbial flora, which when incorporated in the soil, acts on the organic matter to make nutrients available to the plants. The nutrients found in Dry-Bar Cave bat guano are the same that are artificially added to modern chemical fertilizer, including nitrogen, phosphates, potassium, calcium and magnesium. As an added bonus, bat guano also contains other beneficial trace elements that are non-chemical and are naturally occurring through the breakdown process, with no man-made interventions. The Dry-Bar Cave bat guano is so called because the guano comes from insect eating bats and is found in a dry form in caves.





With the expansion of organic farming, and the increased demand for organically grown fruits and vegetables from consumers in South Africa, Europe, and the United States, bat guano fertilizer is once again becoming a valuable commodity.





Dry-Bar Cave bat guano is a natural product and contains no synthetic chemicals used in general fertilizers and so is suited to organic farming, which requires that only naturally occurring products be used to produce organic crops.





The guano is in effect re-discovered and exists in sufficient quantities to make commercial exploitation viable in terms of selling a value added product. Dry-Bar Cave bat guano cannot be manufactured and its usage is dependent upon finding new guano deposits or managing existing deposits.





The Dry-Bar Cave bat guano which we have a license to distribute is considered a slow release fertilizer, which saves valuable time and money for farmers, since the use of it helps avoid multiple fertilizer applications.





In summary, as part of our business plan and current operations, we are developing existing channels and exploring new channels to expand our current business both within South Africa and into other First World markets.


4





Industry Overview





Ecoland intends to target markets in South Africa, Europe, the United Kingdom, and the United States. The market size for garden fertilizers in Germany, France and the U.K. is estimated to be over almost $1.93 billion per year alone. See, The Focus Wickes Gardening Monitor: April 2004,page 78 for size of UK garden market. “The French Market for Garden Supplies,” UK Department of Trade and Industry, July 2004, page 4. and “The German Market for Lawn and Garden Supplies,” US Commercial Service, Germany, July 2005, page 2.





In a 1986 survey carried out by the Council for Scientific and Industrial Research (CSIR), as quoted in the Fertilizer Handbook of the Fertilizer Society of South Africa (FSSA, 2003), it is estimated that approximately 350,000 tons of chicken manure are generated in various forms, most of which was used as fertilizer at the time. Cattle feedlots also generate considerable quantities of manure. The same survey estimates that 75,000 tons of composted cattle manure was sold as fertilizer. See, Fertilizer use by crop in South Africa,discussed in http://www.fao.org/docrep/008/y5998e/y5998e08.htm - bm08.3. There is no established market for bat guano in South Africa. Consequently, there are no statistics or national accounts to estimate the size of the market there. Though there is a market for natural fertilizers as witnessed by the use of other animal by-product fertilizers.





The size of the market in the U.S.A. for organic fertilizers is unknown; however, the demand for organically produced foods has been increasing at 20% per year since 2004 when the market size was $10.4 Billion, according to the Organic Trade Association.





Marketing





The Company continues to research markets for customers and distributors for “Ecoland” Bat Guano. However, the Company continues to be limited in its marketing and sales objectives by a lack of working capital.





Regulation





In order to import the guano into South Africa, an import permit is required, which requires that the guano be registered with the Department of Agriculture as a fertilizer pursuant to South African law, Act 36 of 1947. We possess the requisite permit that registers our bat guano as a Group 2 fertilizer. Once the guano is in South Africa, it is then repackaged according to customer requirements both for the local market and for the export market.




Ecoland bat guano is exported to the United Kingdom where it is subject, in terms of European Union Regulations, to a search at the port of entry. Once the guano has entered into the European Union it can then be transported to any country within the EU free of any further customs or veterinary checks. We regularly export to the United Kingdom and have satisfied these regulatory requirements.





Organic legislation started in Europe in 1991 with EU Regulation 2092/91. The United Kingdom translated the regulation into its own national legislation the following year, known as the UK Organic Products Regulation. These laws specify how organic food is produced, processed and packaged, in order to qualify for the description “organic.” Organic farming was defined as a way of growing crops without utilizing artificial pesticides or fertilizers. Unfortunately, this legislation only covered crop products (fruit, vegetables, and cereals) initially, but in August 1999, the EU organic regulations were extended to cover livestock production (meat, eggs, poultry, and dairy products), with the U.K. following suit the same year.





We are at present investigating the requirements to import the product into the United States of America.





Insurance





We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party to a liability action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations.


5





Competition





The worldwide market for organic fertilizers is limited more by supply than it is by demand and as fossil fuel prices continue to rise, so will the price of fossil fuel based fertilizers. That is, for the energy required to produce chemical based fertilizers, such as nitrogen and the by-products of fossil fuel processing, comparative analyses of organic farming show that it requires about half the amount of energy to produce the same quantity of food.





In our opinion, the implication is that the demand for organic fertilizers will increase in the coming years as fossil fuels run out and prices rise. Bat guano is harvested and sold around the world in small quantities by a variety of import/export companies. In the opinion of management, relatively little competition exists, at least in the United Kingdom and in South Africa as there is no developed bat guano market. With the organic foods boom in all of the markets we are targeting, there appears to be an ample market for our bat guano fertilizer. This has been established by our own research in these two markets.





Within the United States the situation is different as there is a developed market for bat guano; however, the restriction is on supply.





Our advantage is access to a significant supply that can be sold in bulk or in smaller packages as a value added product.





Employees; Identification of Certain Significant Employees





As of May 31, 2011, the company had one full-time employee, Mr. David A.Wallace.





WHERE YOU CAN GET ADDITIONAL INFORMATION





We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy our reports or other filings made with the SEC at the SEC’s Public Reference Room, located at 100 F Street, N.W., Washington, DC 20549. You can obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also access these reports and other filings electronically on the SEC’s web site, www.sec.gov.





ITEM 1A.   RISK FACTORS





RISK FACTORS





An investment in our shares involves a high degree of risk. Before making an investment decision, you should carefully consider all of the risks described in this Report . If any of the risks discussed in this Report actually occur, our business, financial condition and results of operations could be materially and adversely affected, the price of our shares could decline significantly and you may lose all or a part of your investment. Our forward-looking statements in this Report are subject to the following risks and uncertainties. Our actual results could differ materially from those anticipated by our forward-looking statements as a result of the risk factors below.





Risks Related to Our Business





We have incurred significant losses to date and expect to continue to incur losses.





During the fiscal year ended May 31, 2011, we incurred a net loss of $202,267, compared to a net loss of $293,130 for the fiscal year ended May 31, 2010. We expect to continue to incur losses for at least the next 12 months. Continuing losses will have an adverse impact on our cash flow and may impair our ability to raise additional capital required to continue and expand our operations.





Our auditors have issued a going concern opinion, which may make it more difficult for Ecoland to raise capital.





Our auditors have included a going concern opinion on our financial statements because of uncertainty about our ability to generate sufficient cash flow to meet our obligations and sustain our operations. If we are unable to continue as a going concern, you could lose your entire investment in Ecoland.


6





We will most likely be required to obtain additional funding. If we cannot, we may have to reduce our business operations.





We anticipate that the Company needs approximately $500,000 to achieve its marketing objectives in the next 12 months. We have no current arrangements with respect to any additional financing. The inability to obtain additional capital may reduce our ability to expand our business operations. Any additional equity financing may involve substantial dilution to our then existing stockholders.





Dependence on key personnel; need for additional personnel.





We are highly dependent upon the efforts of David Wallace, our chief executive officer, chief financial officer and sole director. The loss of the services of Mr. Wallace could impede the achievement of development and commercialization of our Dry-Bar Cave bat guano fertilizer operations. We do not have key man life insurance on the life of Mr. Wallace.





We have limited resources to market the Dry-Bar Cave bat guano.





Due to our limited resources, the execution of our business model and sales and marketing of the Dry-Bar Cave bat guano has been limited to date. If we are unable to successfully execute our marketing plans with limited resources, we will not be able to generate enough revenue to achieve and maintain profitability or to continue our operations. In such event, you may lose your entire investment.





We are a development stage company.





We are a development stage company that has to date principally been engaged in the logistics involved in implementing our business plan, arranging for the necessary working capital and setting up preliminary operations in Angola and South Africa. The following analyzes the risks that are more qualitative and management opinion based:




Strategic Risk.  This risk can be broken down into two components, Angola and Export markets. In Angola, there are further deposits of guano available, but none are being exploited at the moment. One can therefore expect new supplies of guano to come onto the market once our marketing efforts are noticed. This threat can be countered by:





·
Accepting it as normal competition that is vital for the development of markets;





·
We have the necessary legal documents, licenses and exploration rights to incorporate these new deposits into our existing business either through co-operation or incorporation;





·
We are mainly export orientated as better margins can be achieved and these markets are larger;





·
In export markets, mainly Europe, there are not many suppliers of guano at the moment. However, we assume that further supplies will enter the market as the market develops, as guano is not exclusive to Angola. This risk can be countered by:





o
Ecoland has a slight time advantage in that we have performed considerable marketing and research and have an existing customer base upon which to expand;





o
Ecoland will be first to the market, inasmuch as there is very little guano in the European market in the form we envisage. In addition, we have satisfied customers using the product at present in the United Kingdom;





o
The market is big enough to support many producers. It could be a slight advantage as the market is bigger than the supplies of guano. Thus, allowing guano to become a niche product at a premium price.




7


Country Risk. Our business currently operates in two countries with extraction taking place in Angola / Mozambique and processing taking place in South Africa. South Africa is an accepted international investor destination. Standard and Poors (S&P) gave South Africa a risk rating BBB+/A-2. January 27, 2011. This is based on the fact that the government has implemented sensible fiscal policies and has managed to bring spending under control. For a full review of South Africa risk profile, see http://www.southafrica.info/business/economy/standardpoors-260111.htm.Angola has a fast-growing economy largely due to a major oil boom, It has a BB- rating from Standard & Poors as it considers the country’s budgetary and commercial situation have strengthened rapidly since the last review, July 13, 2011. See http://www.macauhub.com.mo/en/2011/07/13/standard-poor%E2%80%99s-raises-angolas-credit-rating/, for a full economic review of Angola. Although we are not in those industries, our risk is limited to a basic extraction infrastructure. The value added aspects of the business, i.e., packaging takes place outside Angola / Mozambique in South Africa.





Legislation Risk. In South Africa, the fertilizer industry is controlled by the Fertilizer Act 36 of 1947. Our guano is a registered Group 2 fertilizer under this Act, Registration Number B3429. We currently import guano into the United Kingdom satisfying all import requirements of the European Union. In Angola, guano falls under the Department of Geology and Mines.





Operations. Our current technology used is simple and by design easy to utilize and operate. There is no “cutting edge” technology involved. As we do not want to harm the ecological environment, the guano is removed by hand. This is a risk, as it does not pose a significant barrier to entry for other companies.





Business. Our business has been set up in order to diversify risks at the development stage of the business. We will operate in two countries and although this will add to the costs of running the business it has many advantages as well. Primarily, we know the guano can be transported to South Africa and once in this country all the required materials are available to produce the final product. That is, packaging, labelling, plastic containers, efficient transport, good communications in a reasonable cost environment. We aim to be mainly export orientated and the most critical part of this is meeting the export and local customers’ requirements of timely delivery. From South Africa, we can do this because of the established infrastructure.




Risks Relating to Our Stock





You may be unable to sell your common stock at or above your purchase price, which may result in substantial losses to you.





The following factors may add to the volatility in the price of our common stock: actual or anticipated variations in our quarterly or annual operating results; government regulations, announcements of significant acquisitions, strategic partnerships or joint ventures; our capital commitments; and additions or departures of our key personnel. Many of these factors are beyond our control and may decrease the market price of our common stock, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common stock will be at any time, including as to whether our common stock will sustain its price of $0.55 per share on the date of this report, or as to what effect that the sale of shares or the availability of common stock for sale at any time will have on the prevailing market price.





Our chief executive officer, David Wallace, and another stockholder own approximately 58 percent of our common stock. This concentration of ownership could discourage or prevent a potential takeover of Ecoland that might otherwise result in your receiving a premium over the market price for your common stock.





Mr. Wallace and Capital Sense, Ltd. own in the aggregate 52,000,000 shares of our common stock, which represent approximately 58% of our issued and outstanding common stock as of the date of this Report. The result of the ownership of our common stock by Mr. Wallace and Capital Sense, Ltd. is that they have voting control on all matters submitted to our stockholders for approval and are able to control our management and affairs, including extraordinary transactions such as mergers and other changes of corporate control, and going private transactions. Additionally, this concentration of voting power could discourage or prevent a potential takeover of Ecoland that might otherwise result in your receiving a premium over the market price for your common stock.


8





Our issuance of additional common stock in exchange for services or to repay debt would dilute your proportionate ownership and voting rights and could have a negative impact on the market price of our common stock.





Our board may generally issue shares of our common stock to pay for debt or services, without further approval by our stockholders based upon such factors, as our board of directors may deem relevant at that time.





During the year ended May 31, 2011 the company issued 10,000,000 shares at a price of $0.01 in the amount of $100,000, the Company received $70,000 as of May 31, 20011 and recorded a stock receivable for $30,000.





During the year ended May 31, 2010 the company issued 18,000,000 shares at a price of $0.005 in the amount of $90,000 to settle a portion of the outstanding Notes Payable. No shares were issued to reduce Notes Payable in the period ending May 31, 2009.





On June 1, 2009, 4,000,000 Common shares were issued to Robert Russell as per the terms and conditions of the Consulting Agreement between the Company and Robert Russell.





From inception until May 31, 2009, we issued a total of 20,000,000 shares of our common stock to Capital Sense Limited in payment for services rendered and an additional 20,000,000 shares to Mr. Wallace in exchange for his transfer of ownership in our subsidiary, Guano Distributors (Pty) Ltd, a further 12,000,000 shares were issued to Mr. Wallace during year ended May 31, 2010 (2009; Nil) in lieu of salary.





We may issue additional securities to pay for services and reduce debt in the future or under such other circumstances we may deem appropriate at the time. Such issuance of our equity securities may dilute your proportionate ownership and voting rights as our stockholders. The company has outstanding Notes Payable of $258,832  as at May 31, 2011. (May 31, 2010 $242,198)





Trading of our stock may be restricted by the SEC's Penny Stock Regulations which may limit a stockholder's ability to buy and sell our stock.





The U.S. Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions.  Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors".  The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse.  The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market.  The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account.  The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation.  In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.  These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules.  Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities.  We believe that the penny stock rules discourage investor interest in and limit the marketability of, our common stock.





Dividend risk.





At present, we are not in a financial position to pay dividends on our common stock and future dividends will depend on our profitability. Investors are advised that until such time the return on our common stock is restricted to an appreciation in the share price.


9





Anti-takeover provisions may impede the acquisition of Ecoland.





Certain provisions of the Nevada Revised Statutes have anti-takeover effects and may inhibit a non-negotiated merger or other business combination. These provisions are intended to encourage any person interested in acquiring Ecoland to negotiate with, and to obtain the approval of, our board of directors in connection with such a transaction. As a result, certain of these provisions may discourage a future acquisition of Ecoland, including an acquisition in which the stockholders might otherwise receive a premium for their shares.





ITEM 1B.  UNRESOLVED STAFF COMMENTS





None.





ITEM 2.     PROPERTIES





Our offices are currently located at 4909 West Joshua Boulevard, Suite 1059, Chandler, AZand our telephone number is(602) 882-8771. As of the date of this filing, we have not sought to move or change our office site.  This space is being utilized on a temporary basis free of charge to save costs. The space is utilized for general office purposes. It is our belief that the space is adequate for our immediate needs. Additional space may be required as we expand our operations. We do not foresee any significant difficulties in obtaining any required additional space. We do not own any real estate.





ITEM 3.     LEGAL PROCEEDINGS





We are not presently a party to any litigation.





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





None.




PART II





ITEM 5.
MARKET FOR THE COMPANY’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES





Our common stock has been quoted on the Over-the-Counter Bulletin Board since July 12, 2010, under the symbol ECIT.OB. Although there has not been any active trading market as of the date of this Report. We currently have 88,650,000 shares of our common stock issued and outstanding, which are held of record and beneficially owned by 58 persons.





2010  Financial Year

High Bid


Low BidFourth Quarter: 3/1/11-5/31/11

$
1.30


$
.21Third Quarter:11/1/10-2/28/11

$
1.30


$
0.22Second Quarter: 8/1/10-11/30/10

$
0.30


$
0.30First Quarter: 7/12/10-8/31/10

$
0.02


$
0.02





Reports to Security Holders





We are a reporting company pursuant to the Securities and Exchange Act of 1934.  As such, we provide an annual report to our security holders, which will include audited financial statements, and quarterly reports, which will contain unaudited financial statements.





Record Holders





As of May 31, 2011, an aggregate of  88,650,000 shares of our common stock were issued and outstanding and were owned by approximately 58 holders of record, based on information provided by our transfer agent.


10





Recent Sales of Unregistered Securities





During the year ended May 31, 2011, the following transactions in the Company’s unregistered shares were undertaken.





On July 12, 2010, the Company entered into subscription agreements with two unrelated entities to purchase shares of the Company’s common stock at $0.01 per share.  The Company has issued a total of 10,000,000 shares and has recorded a subscription receivable for the funds to be receivable of $30,000.





As of May 31, 2011, the Company had received $70,000 of the subscription receivable. The subscription receivable balance as at August 31, 2011 was $0.





During the year ended May 31, 2010, the following transactions in the Company’s unregistered shares were undertaken.





1.
On June 1, 2009, 4,000,000 Common shares valued at $20,000 were issued to Robert Russell as per the terms and conditions of the Consulting Agreement between the Company and Robert Russell.





2.
On January 6, 2010,12,000,000 Common shares valued at $60,000 were issued to David A. Wallace in lieu of salary payments as per the terms and conditions of the Employment Agreement.





3.
On February 22, 2010, 6,000,000 Common shares valued at $30,000 were issued to Raymond Russell for settlement of outstanding Notes payable.





4.
On February 22, 2010, 6,000,000 Common shares valued at $30,000 were issued to Stephen Treanor for settlement of outstanding Notes payable.





5.
On February 22, 2010, 6,000,000 Common shares valued at $30,000 were issued to Donna Boyle for settlement of outstanding Notes payable.





Re-Purchase of Equity Securities





None.





Dividends





Our Board of Directors determines any payment of dividends. We do not expect to authorize the payment of cash dividends on common stock in the foreseeable future. Any future decision with respect to dividends will depend on future earnings, operations, capital requirements and availability, restrictions in future financing agreements, and other business and financial considerations. The Company has not paid any dividends in the past several years.




Securities Authorized for Issuance Under Equity Compensation Plans





None.





ITEM 6.   SELECTED FINANCIAL DATA





We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.





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





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


11





Year Ended May 31, 2011 as Compared to the Year Ended May 31, 2010





Net Revenues





Net revenues for the year ended May 31, 2011 were $12,413 compared to $8,775 for the year ended May 31, 2010. The company has been able to increase net revenues over the comparative period as interest for the product continues to increase, the marketing effort is still hampered by a lack lack of working capital.





To date we have concentrated on establishing the viability of the market for guano as a fertilizer and now seek to find distributors capable of handling a higher volume of sales.  The latter point is significant in that the costs of extracting and transporting the guano require a minimum order size or quantity before any benefits from economies of scale can be achieved.





Cost of Goods Sold





Cost of sales for the year ended May 31, 2011 were $6,785 compared to $4,970 for the year ended May 31, 2010. The Gross profit percentage was 45% on sales for the period compared to 43% for the period ended May 31, 2010.





Operating Expenses





Operating expenses for the year ended May 31, 2011 were $164,246 compared to $228,160 for the year ended May 31, 2010. This represents a decrease in operating expenses year on year impacted in part by a reduction in professional and legal fees and executive remuneration..  No capital expenditure took place during the year.





Interest expense for the period ending May 31, 2011 was $43,649 compared to $68,775 for May 31, 2010. The interest expense for the year is lower than May 31, 2010, as the previous years interest charge included arrear interest on Notes Payable of $37,267, which was not incurred this year.





Net Loss





Net loss for the year ended May 31, 2011 was $202,267 compared to $293,130 for the year ended May 31, 2010. This change reflects the lower interest expense for the year.





Liquidity and Capital Resources





As of May 31, 2011, our current assets were $5,706 and current liabilities were $600,546. Our stockholder's deficit at May 31, 2011 was $594,840.





We had net cash provided by financing activities of $86,634 for the period ending May 31, 2011 compared to $84,585 for the period ended May 31, 2010. The company has been restricted in raising funds through the issue of shares or through borrowings, primarily due to a decline in liquidity and lending in markets arising from the world financial crisis.




12


Material Agreements





No material agreements were entered into during the year end May 31, 2011.





During the year 2010 we entered into a distribution agreement with Beijing Huafeitailai Trading Company Limited to distribute Dry-Bar Cave bat guano in China, the agreement was signed on May 12, 2010 and is valid until May 3, 2015.





Critical Accounting Policies




The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America applicable to development stage enterprises, and are expressed in U.S. dollars. The Company’s fiscal year end is May 31.




Principles of Consolidation




These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Ecoland International, Inc.and Guano Distributors, Ltd. All intercompany balances and transactions have been eliminated in consolidation.




Use of Estimates





The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reporting amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ materially from these estimates.





Fair Value of Financial Instruments





Fair value estimates are based upon certain market assumptions and pertinent information available to management as of May 31, 2011. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash and payables. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.





Cash equivalents





The Company maintains a cash balance in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents.





Foreign Currency Adjustment





The financial position and results of operations of the Company’s foreign subsidiary, Guano Distributors, Inc., is measured using the foreign subsidiary’s local currency, which is South Africa Rand (ZAR) as the functional currency.  Revenues and expenses of the subsidiary have been translated into U.S. dollars at average exchange rates prevailing during the period.  Assets and liabilities have been translated at the rates of exchange on the balance sheet date.  The resulting translation gain and loss adjustments are recorded as a separate component of stockholders’ equity, unless there is a sale or complete liquidation of the underlying foreign investments.





Property and Equipment





Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is provided primarily by the straight-line method over the estimated useful lives of the related assets of five years.





Inventory




Inventories consist of raw materials, packaging supplies and finished goods and are valued at the lower of cost (first-in, first-out (FIFO) method) or market




13


Net Income Per Share





FASB ASC 260, “Earnings per Share”, requires dual presentation of basic and diluted earnings or loss per share (“EPS”) for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution; diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.





Basic loss per share is computed by dividing net loss applicable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution that could occur if dilutive securities and other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company, unless the effect is to reduce a loss or increase earnings per share.





The Company had no potential common stock instruments which would result in a diluted loss per share. Therefore, diluted loss per share is equivalent to basic loss per share.





Revenue recognition





Revenue from product sales is recognized when shipped, FOB shipping point and accepted by the customer without right of return. Shipping and handling charges billed to customers are included in net sales, and shipping and handling costs incurred by the Company are included in cost of goods sold.





Going Concern





We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.





Future Financings





We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and exploration activities.





Off-Balance Sheet Arrangements





The Company has no material transactions, arrangements, obligations (including contingent obligations), or other relationships with unconsolidated entities or other persons that have or are reasonably likely to have a material current or future impact on its financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses.





ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.





ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





14




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the Board of Directors and Stockholders
 Ecoland International, Inc. and subsidiary
 
 We have audited the accompanying consolidated balance sheets of Ecoland International, Inc. and subsidiary (A Development Stage Company) (the “Company”) as of May 31, 2011 and 2010 and the consolidated statements of operations, stockholders’ deficit, and cash flows for the years ended May 31, 2011 and 2010 and from inception (April 15, 2005) through May 31, 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
 We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
 In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Ecoland International, Inc. and subsidiary (A Development Stage Company) (the “Company”) as of May 31, 2011 and 2010 and the results of its operations and cash flows for the years ended May 31, 2011 and 2010 and from inception (April 15, 2005) through May 31, 2011 in conformity with accounting principles generally accepted 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 2 to the financial statements, the Company has suffered losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
  /s/ De Joya Griffith & Company, LLC
 Henderson, Nevada
 September 12, 2011
 
 2580 Anthem Village Dr., Henderson, NV  89052
Member Firm withTelephone (702) 563-1600 ●Facsimile (702) 920-8049
Russell Bedford International
  15
  ECOLAND INTERNATIONAL, INC. AND SUBSIDIARIES
 (Formerly Guano Distributors, Inc.)
 (A Development Stage Company)
 Consolidated Balance Sheets
 
 May 31,


May 31,2011


2010(Audited)


(Audited)ASSETSCURRENT ASSETSCash

$
5,706


$
38Accounts receivable


-



3,508Inventory


-



3,705Total current assets


5,706



7,251TOTAL ASSETS

$
5,706


$
7,251LIABILITIES AND STOCKHOLDERS' DEFICITCURRENT LIABILITIESAccounts payable and accrued liabilities

$
43,448


$
46,859Notes payable


258,832



242,198Notes payable -  related parties


298,266



161,559Total current liabilities


600,546



450,616TOTAL LIABILITIES


600,546



450,616STOCKHOLDERS' DEFICITSeries A, Preferred stock; 100 shares authorized, at $0.001 per share, -0- shares issued and outstanding


-



-Series B, Preferred stock; 1,000,000 shares authorized, at $0.001 per share, -0- shares issued and outstanding


-



-Common stock; 500,000,000 shares authorized, at $0.001 par value, 88,650,000 and 78,650,000 shares issued and outstanding at May 31, 2011 and May 31, 2010, respectively


88,650



78,650Additional paid-in capital


316,850



226,850Subscription Receivable


(30,000
)


0Accumulated other comprehensive loss Foreign currency translation adjustment


(19,330
)


(122
)Deficit accumulated during the development stage


(951,010
)


(748,743
)Total stockholders' deficit


(594,840
)


(443,365
)TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

$
5,706


$
7,251
 
 The accompanying notes are an integral part of these consolidated financial statements.
  16
  ECOLAND INTERNATIONAL, INC. AND SUBSIDIARIES
 (Formerly Guano Distributors, Inc.)
 ( A Development Stage Company)
 Consolidated Statements of Operations and Comprehensive Loss
 (Audited)
 
 From inceptionon April 15,For the Years Ended


2005 ThroughMay 31,


May 31,2011


2010


2011REVENUES

$
12,413


$
8,775


$
76,699COST OF GOODS SOLD


6,785



4,970



54,183GROSS PROFIT


5,628



3,805



22,516EXPENSESDepreciation and amortization


-



-



935General and administrative


164,246



228,160



782,651Total expenses


164,246



228,160



783,586LOSS FROM OPERATIONS


(158,618
)


(224,355
)


(761,070
)OTHER INCOME (EXPENSES)Interest expense


(43,649
)


(68,775
)


(189,940
)Total other expenses


(43,649
)


(68,775
)


(189,940
)NET LOSS

$
(202,267
)

$
(293,130
)

$
(951,010
)COMPREHENSIVE LOSSForeign currency adjustment


(19,208
)


(5,270
)


(19,330
)NET COMPREHENSIVE LOSS


(221,475
)


(298,400
)


(970,340
)BASIC LOSS PER SHARE

$
-


$
-WEIGHTED AVERAGE NUMBER OF SHARES OUSTANDING


87,280,137



62,710,274
 
 The accompanying notes are an integral part of these consolidated financial statements.
  17
  ECOLAND INTERNATIONAL, INC. AND SUBSIDIARIES
 (Formerly Guano Distributors, Inc.)
 (A Development Stage Company)
 Consolidated Statement of Stockholders' Deficit
 (Audited)
 
 AccumulatedAdditional


Stock


Deficit during


AccumulatedPreferred Stock


Common Stock


Paid-In


Subscriptions


Development


Other Comp-


Total Stock-Shares


Amount


Shares


Amount


Capital


Receivable


Stage


rehensive Income


holders defictInception April 15, 2005


-



-



-



-



-



-



-



-



-Common shares issued for services at $0.001 per share


-



-



20,000,000



20,000







-



-



-



20,000Formation of sub


















15















15Net loss May 31, 2005


-



-



















(29,128
)






(29,128
)Balance, May 31, 2005










20,000,000



20,000



15



-



(29,128
)


-



(9,113
)Common shares issued for services at $0.001 per share


-



-



20,000,000



20,000



-



-



-



-



20,000Common shares issued for cash at $0.02 per share


-



-



4,000,000



4,000



76,000



(20,000
)


-



-



60,000Common shares issued for services at $0.02 per share


-



-



650,000



650



12,350



-



-



-



13,000Net loss for the year ended May 31, 2006


























(88,433
)


-



(88,433
)Balance, May 31, 2006










44,650,000



44,650



88,365



(20,000
)


(117,561
)


-



(4,546
)Receipt of cash on subscriptions receivable


-



-



-



-



-



20,000



-



-



20,000Net loss for the year ended May 31, 2007


-



-



-



-



-



-



(157,774
)


-



(157,774
)Balance, May 31, 2007










44,650,000



44,650



88,365



-



(275,335
)


-



(142,320
)Services contributed by officers and directors


-



-



-



-



2,485



-



-



-



2,485Net loss for the year ended May 31, 2008


-



-



-



-



-



-



(76,171
)


-



(76,171
)Balance, May 31, 2008


-



-



44,650,000


$
44,650


$
90,850


$
-


$
(351,506
)

$
-


$
(216,006
)Foreign exchange adjustments






























5,148



5,148Net loss for the year ended May 31, 2009


-



-



-



-



-



-



(104,107
)


-



(104,107
)Balance, May 31, 2009


-



-



44,650,000


$
44,650


$
90,850


$
-


$
(455,613
)

$
5,148


$
(314,965
)Common shares issued for Notes Payable at $0.005 per share


-



-



18,000,000



18,000



72,000



-



-



-



90,000Common shares issued for services at $0.005 per share


-



-



4,000,000



4,000



16,000



-



-



-



20,000Common shares issued for services at $0.005 per share


-



-



12,000,000



12,000



48,000



-



-



-



60,000Foreign exchange adjustments






























(5,270
)


(5,270
)Net loss for the year ended May 31, 2010


-



-



-



-



-



-



(293,130
)


-



(293,130
)Balance, May 31, 2010


-



-



78,650,000



78,650



226,850



-



(748,743
)


(122
)


(443,365
)Common shares issued for cash at $0.01 per share


-



-



10,000,000



10,000



90,000



(30,000
)


-



-



70,000Foreign exchange adjustments






























(19,208
)


(19,208
)Net loss for the year ended May 31, 2011


-



-



-



-



-



-



(202,267
)


-



(202,267
)Balance, May 31,2011


-



-



88,650,000


$
88,650


$
316,850


$
(30,000
)

$
(951,010
)

$
(19,330
)

$
(594,840
)
 
 The accompanying notes are an integral part of these consolidated financial statements.
  18
  ECOLAND INTERNATIONAL, INC. AND SUBSIDIARIES
 (Formerly Guano Distributors, Inc.)
 (A Development Stage Company)
 Consolidated Statements of Cash Flows
 (Audited)
 
 From inceptionon April 15,For the 12 Months Ending


2005 ThroughMay, 31


May, 312011


2010


2011CASH FLOWS FROM OPERATING ACTIVITIESNet loss

$
(202,267
)

$
(293,130
)

$
(951,010
)Adjustments to reconcile net loss to net cash used by operating activities:Depreciation and amortization


-



-



1,525Common stock issued for services


-



80,000



133,000Services contributed by officer


-



-



2,485Changes in operating assets and liabilitiesDecrease in accounts receivable


3,508



1,551



-Decrease in inventory


3,705



(3,705
)


-Increase in accounts payable and accrued expenses


(3,411
)


20,056



43,448Accrued services by officers and directors


136,707



115,689



298,266Net cash used by operating activities


(61,758
)


(79,539
)


(472,286
)CASH FLOWS FROM INVESTING ACTIVITIESPurchase of fixed assets


-



-



(1,525
)Net cash used by investing activities


-



-



(1,525
)CASH FLOWS FROM FINANCING ACTIVITIESCommon stock issued for cash


70,000



0



150,015Proceeds from issuance of notes payable


16,634



84,585



348,832Net cash provided by financing activities


86,634



84,585



498,847NET INCREASE IN CASH


24,876



5,046



25,036EFFECT OF EXCHANGE RATE CHANGES ON CASH


(19,208
)


(5,170
)


(19,330
)CASH AT BEGINNING OF PERIOD


38



162



-CASH AT END OF PERIOD

$
5,706


$
38


$
5,706SUPPLIMENTAL INFORMATIONCash paid for:Income taxes

$
-


$
-


$
-Interest

$
-


$
-


$
-Non cash activities:Common stock issued for notes payable

$
-


$
90,000


$
90,000
 
 The accompanying notes are an integral part of these consolidated financial statements.
  19
  ECOLAND INTERNATIONAL, INC.
 (Formerly Guano Distributors, Inc.)
 (A Development Stage Company)
 Notes to the Consolidated Financial Statements
 
 NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Organization of Business
 
 The Company began operations on April 15, 2005 through Guano Distributors, Pty. The Company was then incorporated in the State of Nevada on June 24, 2005 as Guano Distributors, Inc. which Guano Distributors Pty, was consolidated as a wholly owned subsidiary. The Company changed its name to Ecoland International, Inc. on June 24, 2006. In May 2006, the Company amended its Articles of Incorporation to increase the authorized common stock to 500,000,000 shares and 1,100,  preferred shares. In May 2005 the Company acquired certain distribution rights from Sociaf, LDA an Angolan company, pertaining to Dry Bar Cave Bat Guano. On July 2010 the Company designated terms to a portion of the authorized preferred shares, see Note 5 for detail.
 
 The Company is currently in the process of formulating business and strategic plans to process, package and market the guano worldwide from the deposits in Angola and Mozambique.
 
 The Company has not achieved significant revenues and is a development stage company in accordance with FASB ASC 915 “Development Stage Entities.”
  Basis of presentation
  The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America applicable to development stage enterprises, and are expressed in U.S. dollars. The Company’s fiscal year end is May 31.
  Principles of Consolidation
  These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Ecoland International, Inc and Guano Distributors, Ltd. All intercompany balances and transactions have been eliminated in consolidation.
  Use of Estimates
 
 The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reporting amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ materially from these estimates.
  20
  ECOLAND INTERNATIONAL, INC.
 (Formerly Guano Distributors, Inc.)
 (A Development Stage Company)
 Notes to the Consolidated Financial Statements
 
 NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED
 
 Fair Value of Financial Instruments
 
 Fair value estimates are based upon certain market assumptions and pertinent information available to management as of May 31, 2011. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash and payables. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.
 
 Cash equivalents
 
 The Company maintains a cash balance in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents.
 
 Foreign Currency Adjustment
 
 The financial position and results of operations of the Company’s foreign subsidiary, Guano Distributors, Inc., is measured using the foreign subsidiary’s local currency, which is South Africa Rand (ZAR) as the functional currency.  Revenues and expenses of the subsidiary have been translated into U.S. dollars at average exchange rates prevailing during the period.  Assets and liabilities have been translated at the rates of exchange on the balance sheet date.  The resulting translation gain and loss adjustments are recorded as a separate component of stockholders’ equity, unless there is a sale or complete liquidation of the underlying foreign investments.
 
 Property and Equipment
 
 Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is provided primarily by the straight-line method over the estimated useful lives of the related assets of five years.
 
 Inventory
  Inventories consist of raw materials, packaging supplies and finished goods and are valued at the lower of cost (first-in, first-out (FIFO) method) or market
  Net Income Per Share
 
 FASB ASC 260, “Earnings per Share”, requires dual presentation of basic and diluted earnings or loss per share (“EPS”) for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution; diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.
 
 Basic loss per share is computed by dividing net loss applicable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution that could occur if dilutive securities and other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company, unless the effect is to reduce a loss or increase earnings per share.
  21
  ECOLAND INTERNATIONAL, INC.
 (Formerly Guano Distributors, Inc.)
 (A Development Stage Company)
 Notes to the Consolidated Financial Statements
 
 NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED
 
 Net Income Per Share – Continued
 
 The Company had no potential common stock instruments which would result in a diluted loss per share. Therefore, diluted loss per share is equivalent to basic loss per share.
 
 Revenue recognition
 
 Revenue from product sales is recognized when shipped, FOB shipping point and accepted by the customer without right of return. Shipping and handling charges billed to customers are included in net sales, and shipping and handling costs incurred by the Company are included in cost of goods sold.
 
 Concentrations
 
 For the year ended May 31, 2011 and 2010, two customers accounted for 99% of sales.
  Advertising
 
 The Company has incurred no advertising costs since inception. At such time the Company commences advertising activities; such costs will be expensed as incurred.
 
 Income Taxes
 
 The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements.  Under this method, deferred tax assets and liabilities are determined based on differences between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.  The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.
 
 The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized.  In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations.  A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition.  In the event the Company were to determine that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, we would make an adjustment to the valuation allowance which would reduce the provision for income taxes.
 
 The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits.  Income tax provisions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods.
 
 Also included is guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.
  22
  ECOLAND INTERNATIONAL, INC.
 (Formerly Guano Distributors, Inc.)
 (A Development Stage Company)
 Notes to the Consolidated Financial Statements
 
 Recently Issued Accounting Pronouncements
  In April 2010, the FASB issued ASU No. 2010-17, "Revenue Recognition - Milestone Method (Topic 605): Milestone Method of Revenue Recognition" (codified within ASC 605 - Revenue Recognition). ASU 2010-17 provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research or development transactions. ASU 2010-17 is effective for interim and annual periods beginning after June 15, 2010. The adoption of ASU 2010-17 is not expected to have any material impact on our consolidated financial position, results of operations or cash flows.
  In May 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-19 (ASU 2010-19), Foreign Currency (Topic 830): Foreign Currency Issues: Multiple Foreign Currency Exchange Rates. The amendments in this Update are effective as of the announcement date of March 18, 2010. The Company does not expect the provisions of ASU 2010-19 to have a material effect on the Company's consolidated financial position, results of operations or cash flows of the Company.
  NOTE 2 -GOING CONCERN
 
 The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
 
 At May 31, 2011, the Company has accumulated losses of $951,010 since its inception and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern.
 
 In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plans to obtain such resources for the Company include (1) financing current operations with funds obtained through equity offerings, and (2) planning and streamlining distribution operations with respect to the Company’s Angolan guano supply. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
 
 The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from the outcome.
 
 NOTE 3 - NOTES PAYABLE
 
 At May 31, 2011 the Company had notes payable and accrued interest totaling $258,832. Included in this amount are four separate notes payable to unrelated entities totaling $144,020. The notes are due on demand and accrue interest at a rate of 8.0% per annum.  Also included under our wholly owned subsidiary are notes payables due to four unrelated entities totaling $114,812.  The notes are unsecured, due on demand and accrue interest at a rate of 10.5% per annum.  Interest expense for the twelve months ended May 31, 2011 was $24,041. (May 31, 2010 $51,198)
  23
  ECOLAND INTERNATIONAL, INC.
 (Formerly Guano Distributors, Inc.)
 (A Development Stage Company)
 Notes to the Consolidated Financial Statements
 
 NOTE 4 - NOTES PAYABLE - RELATED PARTIES
 
 At May 31, 2011 the Company had notes payable and accrued interest of $298,266. These notes are payable to the officer and director of the Company. Each note is due on demand and accrues interest at a rate ranging from 8.0% to 10.5% per annum.  Interest expense for the twelve months ended May 31, 2011was $19,607. (May 31, 2010 $17,577)
 
 Note 5 – STOCKHOLDERS’ DEFICIT
  As of May 31, 2011, the Company’s capital structure consisted of common shares and Series A and B preferred shares.
  There were 500,000,000 common shares authorized with a par value of $0.001 and 88,650,000 and 78,650,000 shares issued an outstanding as of May 31, 2011 and May 31, 2010, respectively.
  On July 27, 2010, the Company created 100 Series A preferred shares with a par value of $0.001. No Series A shares were issued during the period.  Each share of Series A Preferred Stock is convertible on a one-for-one basis into common stock and has all of the voting rights that the holders of our common stock have.  In addition, the holders of a majority of the shares of Series A Preferred Stock represented at a duly called special or annual meeting of such shareholders or by an action by written consent for that purpose shall be entitled to elect three (3) directors (the “Series A Directors”).
 
 The holders of the Series A Preferred Stock may waive their rights to elect such three (3) directors at any time and assign such right to the board of directors to elect such directors; and (b) the holders of a majority of the shares of common stock represented at a duly called special or annual meeting of such shareholders or by an action by written consent for that purpose shall be entitled to elect two (2)directors. As of May 31, 2011, there were no outstanding Series A preferred shares.
 
 On July 27, 2010, the Company created 1,000,000 Series B preferred shares with a par value of $0.001. No Series B shares were issued during the period. The Series B Preferred Stock shall vote or act by written consent together with the common stock and not as a separate class.  Each share of Series B Preferred Stock shall have that number of votes equal to five thousand (5,000) shares of common stock at any special or annual meeting of the stockholders of the Company and in any act by written consent in lieu of any special or annual meeting of the stockholders of the Company.  In the case the Company shall at any time subdivide (by any share split, share dividend or otherwise) its outstanding shares of common stock into a greater number of shares, the number of shares of common stock of which are equal in voting power to each share of Series B Preferred Stock, as in effect immediately prior to such subdivision, shall be proportionately increased and, conversely, in case the outstanding common stock shall be combined into a smaller number of shares, the number of shares of common stock of which are equal in voting power to each share of Series B Preferred Stock, as in effect immediately prior to such combination, shall be proportionately reduced. As of May 31, 2011, there were no outstanding Series B preferred shares.
 
 Common Stock
 
 During the year ended 2005 the Company issued 20,000,000 shares to and officer for services rendered.  The shares were valued at $.001 per share and recognized compensation expense of $20,000.
  24
  ECOLAND INTERNATIONAL, INC.
 (Formerly Guano Distributors, Inc.)
 (A Development Stage Company)
 Notes to the Consolidated Financial Statements
 
 Note 5 – STOCKHOLDERS’ DEFICIT - CONTINUED
 
 During the year ended 2006 the Company issued 20,000,000 shares to and officer for services rendered.  The shares were valued at $.001 per share and recognized compensation expense of $20,000.
 
 During the year ended 2006 the Company sold 4,000,000 shares under a $.02 per shares subscription.  The Company raised $80,000 in proceeds.
 
 During the year ended 2006 the Company issued 650,000 share for services rendered the shares were valued at $.02 per share and recognized compensation expense of $13,000.
 
 During the year ended 2010 the Company issued 18,000,000 shares valued at $.005 per shares as settlement of $90,000 in Notes payable.
 
 During the year ended 2010 the company issued 4,000,000 shares in lieu of officer compensation.  The shares were valued at $.005 per share and recorded $20,000 as compensation expense.
 
 During the year ended 2010 the company issued 12,000,000 shares to a director for compensation.  The shares were valued at $.005 per share and recorded $20,000 as compensation expense.
 
 On July 12, 2010, the Company entered into subscription agreements with two unrelated entities to purchase shares of the Company’s common stock at $0.01 per share.  The Company has issued a total of 10,000,000 shares and has recorded a subscription receivable for the funds to be receivable. As of May 31, 2011, the Company had received $70,000 of the subscription receivable. The subscription receivable balance as at May 31, 2011 was $30,000.
 
 Note 6 –INCOME TAXES
 
 Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences.  Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
 
 Net deferred tax assets consist of the following components as of:
 May 31,


May 312011


2010Deferred tax assetsNOL Carryover

$
332,503


$
262,060Valuation allowance


(332,503
)


(332,503
)Net deferred tax asset

$
-


$
-
 
 The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate of 35% to pretax income from continuing operations for the periods ended:
 
 May 31,


May 31,2011


2010Book income (loss)


(202,267
)


(293,130
)Common stock issued for services


-



-Foreign subsidiary losses


-



-Valuation allowance


202,267



293,130$
-


$
-
  25
 
 ECOLAND INTERNATIONAL, INC.
 (Formerly Guano Distributors, Inc.)
 (A Development Stage Company)
 Notes to the Consolidated Financial Statements
 
 At May 31, 2011, the Company had net operating loss carry forwards of approximately $951,000 that may be offset against future taxable income through the year 2028.  No tax benefit has been reported in the May 31, 2011 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.
 
 Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations.  Should a change in ownership occur, net operating loss carry forwards may be limited as to use in the future.
  The Company also recognizes and follows the Income Tax Act No 58 of 1962 (as amended) in South Africa.
  26





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





During the year our previous auditor had his PCAOB status revoked by the SEC.





Our current independent accountant are De Joya Griffith & Company, LLC.





These changes were filed with SEC on January 10, 2011.





ITEM 9A(T). CONTROLS AND PROCEDURES.





Evaluation of Disclosure Controls and Procedures




We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our president (also our principal executive officer) and our secretary, treasurer and chief financial officer (also our principal financial and accounting officer) to allow for timely decisions regarding required disclosure.




As of May 31, 2011, we carried out an evaluation, under the supervision and with the participation of our President/Chief Executive Officer and our Chief Financial Officer of the effectiveness of our disclosure controls and procedures. Based on the foregoing, our President/Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of May 31, 2011.




Management's Annual Report On Internal Control Over Financial Reporting




Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Under the supervision and with the participation of our management, including the chief executive officer and chief financial officer, we evaluated the effectiveness of our internal control over financial reporting as of May 31, 2011. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework.




Based upon this assessment, we determined that our internal control over financial reporting as of May 31, 2011 was effective.




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




Changes in Internal Controls




There have been no changes in our internal control over financial reporting during our fourth fiscal quarter of our fiscal year ended May 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.





ITEM 9B.      OTHER INFORMATION.





None. Not applicable.


27





PART III





ITEM 10.       DIRECTORS AND EXECUTIVE OFFICERS.





Identify of directors and executive officers





Our current directors and executive officers are as follows:





Name

Age

Position with the Company

Director SinceDavid A. Wallace

50

President, Chief Executive Officer,  Chief Financial Officer,  Treasurer

and a Director

2005





The board of directors has no nominating, audit or compensation committee at this time.





Term of Office





Each director serves until our next annual meeting of the stockholders or unless they resign earlier. The Board of Directors elects officers and their terms of office are at the discretion of the Board of Directors. Each of our directors serves until his or her successor is elected and qualified. Each of our officers is elected by the board of directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office. At the present time, members of the board of directors are not compensated for their services to the board.





Background and Business Experience





The business experience during the past five years of each of the persons presently listed above as an Officer or Director of the Company is as follows:





Mr. Wallace –Mr. Wallace graduated from the University of Cape Town, South Africa, with a Bachelors of Business Science and Bachelors of Commerce. Mr. Wallace is a chartered accountant and belongs to the South African Institute of Chartered Accountants. His trade experience comes from living in Hong Kong and Thailand. He also has extensive networking contacts in Asia and Russia, where he ran his own import/export company. From May 2005 to the date of this report, Mr. Wallace was the managing director of our wholly-owned subsidiary, Guano Distributors (Pty) Ltd. and the chief executive officer, chief financial officer and director of Ecoland. From June 2004 until February, 28, 2005, he was a consultant to Sociaf’s export development project. From April 2004 until May 31, 2005, he was employed by Ice Blue Solutions Ltd. located in the United Kingdom, performing financial management for a software development company. From 1997 to May 2004, he was a director of Covco (Hong Kong) Limited, a safety products trading company.





Identify Significant Employees





We have no significant employees other than David Wallace, our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and a Director. We have an Employment Agreement with Mr. David A. Wallace effective June 1, 2009.





Family Relationship





We currently do not have any officers or directors of our company who are related to each other.




Involvement in Certain Legal Proceedings





During the last five years no director, executive officer, promoter or control person of the Company has had or has been subject to:





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





(2)           any conviction in a criminal proceeding or being subject to a pending criminal proceeding;


28





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





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





Audit Committee and Audit Committee Financial Expert





The Company intends to establish an audit committee of the board of directors, which will consist of soon-to-be-nominated independent directors. The audit committee’s duties would be to recommend to the Company’s board of directors the engagement of an independent registered public accounting firm to audit the Company’s financial statements and to review the Company’s accounting and auditing principles. The audit committee would review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm, including their recommendations to improve the system of accounting and internal controls. The audit committee would at all times be composed exclusively of directors who are, in the opinion of the Company’s board of directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.





Code of Ethics





We have adopted a Code of Ethics (the “Code”) that applies to our directors, officers and employees, including our principal executive officer and principal financial and accounting officer, respectively.  A written copy of the Code is available on written request to the Company.





Compliance with Section 16(a) of the Exchange Act





Section 16(a) of the Securities Exchange Act of 1934 requires the Corporation's executive officers and directors and holders of greater than 10% of our outstanding common stock to file initial reports of their ownership of our equity securities and reports of changes in ownership with the Securities and Exchange Commission.  We believe that all Section 16(a) filing requirements were complied with in the fiscal year ended May 31, 2011, except as set forth below:





David A. Wallace





·
Form 5 for the fiscal year ended May 31, 2008 for David Wallace.


·
Form 5 for the fiscal year ended May 31, 2009 for David Wallace.


·
Form 4 reflecting the issuance of 12,000,000 shares to David Wallace.


·
Form 5 for the fiscal year ended May 31, 2010 for David Wallace.


·
Form 5 for the fiscal year ended May 31, 2011 for David Wallace.





Capital Sense LTD





·
Form 3 for the initial 20,000,000 shares issued to Capital Sense LTD.


·
Form 5 for the fiscal year ended May 31, 2008 for Capital Sense LTD.


·
Form 5 for the fiscal year ended May 31, 2009 for Capital Sense LTD.


·
Form 5 for the fiscal year ended May 31, 2010 for Capital Sense LTD.


·
Form 5 for the fiscal year ended May 31, 2011 for Capital Sense LTD.




Gibraltar Global Securities





·
Form 5 for the fiscal year ended May 31, 2011 for Gibraltar Global Securities.





All delinquent forms will be filed as soon as practicable.


29





ITEM 11.
EXECUTIVE COMPENSATION





The table set forth below summarizes the annual and long-term compensation for services in all capacities to us payable to our executive officers during the years ending May 31, 2011 and 2010.





Summary Compensation Table





Name

and

Principal

Position

Fiscal

Year

Ended

5/31

Salary

($)


Bonus

($)


Stock

Awards

($)


Option

Awards

($)


Non-Equity

Incentive

Plan

Compensation

($)


Nonqualified

Deferred

Compensation

Earnings

($)


All Other

Compensation

($)


Total

($)David Wallace

(1)

2011

$
120,000





$
0














$
120,0002010

$
120,000



-


$
60,000



-



-



-



-


$
180,000





Narrative Disclosure to Summary Compensation Table





(1)
Our chief executive officer and chief financial officer.





Outstanding Equity Awards at Fiscal Year-End





No named Executive Officer received any equity awards, or holds exercisable or un-exercisable options, as of the years ended May 31, 2011 and 2010.





Compensation of Directors





Our director who is also our employee receives no extra compensation for his service on our board of directors.





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





Security Ownership of Certain Beneficial Owners





The following table sets forth the amount and nature of beneficial ownership of any class of the Company’s voting securities of any person known to the Company to be the beneficial owner of more than five percent, as of the close of business on May 31, 2011.





Title of

Class

Name and

Address of

Beneficial

Owner

Amount and

Nature of

Beneficial

Owner(1)


Percent of

ClassCommon Stock

David A. Wallace

20 Highgate, 8 Sunny Road,

Lakefield, Benoni.

South Africa. 1501


32,000,000



36.1
%Total of all executive officers and directors


32,000,000



36.1
%Beneficial Shareholders greater than 5%Common Stock

Capital Sense Limited

c/o Ecoland International, Inc.

4909 West Joshua Boulevard, Suite 1059, Chandler, Arizona 85226


20,000,000



22.6
%Common Stock

Gibraltar Global Securities,

214 Lagoon Court, Sandy Port.

Nassau


20,000,000



22.6
%Common Stock

Altimo Ltd.

76 Dean St / P.O. Box 644.

Belize City.


5,000,000



5.6
%Common Stock

Catapilco Holdings

Ajiltake Road.

Majuro


5,000,000



5.6
%Total of Beneficial Owners


50,000,000



56.4
%




30





(1)
Applicable percentage of ownership is based on 88,650,000 shares of common stock outstanding on May 31, 2011. Percentage ownership is determined based on shares owned together with securities exercisable or convertible into shares of common stock within 60 days of May 31, 2011 for each stockholder. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.  Shares of common stock subject to securities exercisable or convertible into shares of common stock that are currently exercisable or exercisable within 60 days of May 31, 2011 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.





Security Ownership of Management





The following table sets forth the amount and nature of beneficial ownership of any class of the Company’s voting securities of all of the Company’s directors and nominees and “named executive officers” as such term is defined in Item 402(a)(3) of Regulation S-K, as of the close of business on May 31, 2011.





Title of

Class

Name of Beneficial

Owner

Amount and

Nature of

Beneficial

Ownership


Percent of

ClassCommon Stock

David A. Wallace (1)


32,000,000



36.1
%Common Stock

Directors and Officers as a Group


32,000,000



36.1
%





Narrative toSecurity Ownership of Management Table





(1)        Mr. Wallace is our chief executive officer and chief financial officer.





Changes in Control.





There are no present arrangements or pledges of the Company’s securities which may result in a change in control of the Company.





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





Director Independence





None.





Related Party Transactions





There have been no related party transactions, or any other transactions or relationships required to be disclosed pursuant to Regulation S-K, except as reported elsewhere in this Report.





With regard to any future related party transaction, we plan to fully disclose any and all related party transactions in the following manner:





Ÿ             disclosing such transactions in reports where required;


Ÿ             disclosing in any and all filings with the SEC, where required;


31


Ÿ             obtaining disinterested directors consent; and


Ÿ             obtaining shareholder consent where required.





ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES.





Year Ended

May 31, 2011


Year Ended

May 31, 2010Audit fees

$
8,000


$
7,000Audit-related fees

$
4,500


$
nilTax fees

$
nil


$
nilAll other fees

$
nil


$
nilTotal

$
12,500


$
7,000





Audit Fees





During the fiscal year ended May 31, 2011, we incurred approximately $12,500 in fees to our principal independent accountants for professional services rendered in connection with the audit and reviews of our financial statements for fiscal year ended May 31, 2011.





During the fiscal year ended May 31, 2010, we incurred approximately $7,000 in fees to our principal independent accountants for professional services rendered in connection with the audit and reviews of our financial statements for fiscal year ended May 31, 2010.





Audit-Related Fees





The fees billed by De Joya Griffith & Company LLC in each of the last two fiscal years for assurance and related services that were reasonably related to the performance of the audit or review of our audited financial statements, other than as stated under the captions Audit Fees and Financial Information Systems Design and Implementation Fees for the fiscal years ended May 31, 2011 and May 31, 2010 were $0 and $0, respectively.





Tax Fees





There were no fees billed by De Joya Griffith & Company, LLC for tax compliance services for review of federal and state tax returns, tax advice and planning, other than as stated under the captions Audit Fees and Financial Information Systems Design and Implementation Fees for the fiscal years ended May 31, 2011 and May 31, 2010.





All Other Fees





There were no other fees billed by De Joya Griffith & Company, LLC, for professional services rendered, other than as stated under the captions Audit Fees, Audit-Related Fees and Tax Fees.





Our board of directors considers the provision of these services to be compatible with maintaining the independence of De Joya Griffith & Company, LLC. In the past, our board of directors has reviewed and approved the fees to be paid to De Joya Griffith & Company, LLC. Such fees have been based upon the complexity of the matters in question and the time incurred by the auditors. We believe that the fees negotiated in the past with the auditors were reasonable in the circumstances and would be comparable to fees charged by other auditors providing similar services.


32





PART IV


ITEM 15.    EXHIBITS.





(a)           Documents filed as part of this Report.





1.            Financial Statements.  The Consolidated Balance Sheets of Ecoland International, Inc., and subsidiaries as of May 31, 2011 and 2010, the Consolidated Statements of Operations for the years ended May 31, 2011 and 2010 and from inception (April 15, 2005) through May 31, 2011, the Consolidated Statements Stockholders’ Deficit from inception (April 15, 2005) through May 31, 2011, and Statements of Cash Flows for the years ended May 31, 2011 and 2010 and from inception (April 15, 2005) through May 31, 2011, and together with the notes thereto and the report of De Joya Griffith & Company, LLC thereon appearing in Item 8 are included in this 2011 Annual Report on Form 10-K.





3.            Exhibits. The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers correspond to the numbering system in Item 601 of Regulation S-K.





ExhibitNumber

Description of Exhibit

Filing3.1

Amended and Restated Articles of Incorporation

Filed with the SEC on February 1, 2007 as part of our Registration Statement on Form SB-2.3.2

Certificate of Amendment to Articles of Incorporation

Filed with the SEC on February 1, 2007 as part of our Registration Statement on Form SB-2.3.3

Bylaws

Filed with the SEC on February 1, 2007 as part of our Registration Statement on Form SB-2.10.1

Employment Agreement between the Company and David A. Wallace

Filed with the SEC on December 30, 2009 as part of our Quarterly Report on Form 10-Q.10.2

Settlement Agreement between the Company and Raymond Russell dated December 15, 2009

Filed with the SEC on September 8, 2010 as part of our Annual Report on Form 10-K.10.3

Settlement Agreement between the Company and Stephen Treanor dated December 15, 2009

Filed with the SEC on September 8, 2010 as part of our Annual Report on Form 10-K10.4

Settlement Agreement between the Company and Donna Boyle dated December 15, 2009

Filed with the SEC on September 8, 2010 as part of our Annual Report on Form 10-K10.5

Consulting Agreement between the Company and Robert Russell dated June 1, 2009

Filed with the SEC on September 8, 2010 as part of our Annual Report on Form 10-K14.1

Code of Ethics

Filed with the SEC on September 15, 2008 as part of our Annual Report on Form 10-K.31.1

Certification of Principal Executive Officer Pursuant to Rule 13a-14

Filed herewith.31.2

Certification of Principal Financial Officer Pursuant to Rule 13a-14

Filed herewith.32.1

CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

Filed herewith.





SIGNATURES





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





ECOLAND INTERNATIONAL, INC.Dated:  September 13, 2011
s/ David WallaceBy: David A. WallaceIts: President and Principal Executive OfficerDated: September  13, 2011
s/ David WallaceBy: David A. WallaceIts:  Chief Financial Officer and Principal Accounting Officer


33