SECURITIES AND EXCHANGE
COMMISSION


WASHINGTON, D.C.
20549







FORM 10-K/A




(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, 2008.




or




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




For the
transition period from _______________ to _______________.




Commission File No.
333-140396




ECOLAND INTERNATIONAL,
INC.


(Exact
name of issuer as specified in its charter)





Nevada
            
            20-3061959(State or other jurisdiction of incorporation or organization)
            
            (I.R.S. Employer Identification No.)4909 West Joshua Boulevard,
      Suite 1059
              Chandler,
      Arizona
            
            85226(Address
      of principal executive offices)
            
            (Zip
      Code)





Registrant’s
telephone number, including area code: (602) 882-8771





Securities
      registered pursuant to Section 12(b) of the Act:
            None(Title
      of class and name of exchange on which registered)Securities
      registered pursuant to Section 12(g) of the Act:
            Common stock, par value $0.001
      per share(Title
      of class)




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




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




Indicate
by check mark if 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 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. x









Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the 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 ̈
              (Do
      not check if a smaller reporting company)
            Smaller
      reporting companyx




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




State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter: $93,000.




Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock as of August 15, 2008: 44,650,000.




Documents
incorporated by reference: None.









TABLE OF CONTENTS





Item
      1.
            Business
            
            1Item
      1A.
            Risk
      Factors
            
            4Item
      1B.
            Unresolved
      Staff Comments
            
            4Item
      2.
            Properties
            
            4Item
      3.
            Legal
      Proceedings
            
            4Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            
            5Item
      5.
            Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
            
            5Item
      6.
            Selected
      Financial Data
            
            5Item
      7.
            Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
            
            5Item
      7A.
            Quantitative
      and Qualitative Disclosures About Market Risk
            
            9Item
      8.
            Financial
      Statements and Supplementary Data
            
            9Item
      9.
            Changes
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure
            
            9Item
      9A.
            Controls
      and Procedures
            
            9Item
      9A(T).
            Controls
      and Procedures
            
            9Item
      9B.
            Other
      Information
            
            10Item
      10.
            Directors,
      Executive Officers and Corporate Governance
            
            10Item
      11.
            Executive
      Compensation
            
            12Item
      12.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
            
            14Item
      13.
            Certain
      Relationships and Related Transactions, and Director
      Independence
            
            14Item
      14.
            Principal
      Accounting Fees and Services
            
            14Item
      15.
            Exhibits,
      Financial Statement Schedules
            
            16




i




PART I





Item 1.
            Business.




Overview




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.




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. We
believe the dry bar bat guano found on the Sociaf (See History for Angolan
connection) properties in Angola is some of the freshest dry bar cave bat guano
in the world, since the guano has not been used for any purpose for over a
quarter of a century, when it was first discovered.




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 that requires 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.




History




David
Wallace, our chief executive officer, chief financial officer and sole director,
on April 15, 2005 formed Guano Distributors (Pty) Ltd., a South African
registered company; for the purpose of selling dry bar cave bat guano. Business
operations commenced on April 15, 2005. On May 15, 2005, Mr. Wallace, in
exchange for an option granted by our board of directors to acquire 20,000,000
shares of our common stock, agreed to transfer all of his ownership interest in
Guano Distributors (Pty) Ltd. to Guano Distributors, Inc., a Nevada corporation,
which was incorporated by Robert Russell on June 24, 2005.




Inasmuch
as Mr. Russell owned 20,000,000 shares of our common stock, which he acquired in
exchange for $20,000 worth of services, Messrs. Wallace and Russell equally
owned all of the shares of our issued and outstanding common stock after the
transfer by Mr. Wallace of his ownership interest in Guano Distributors (Pty)
Ltd. and the exercise of his options on May 15, 2005, in exchange for services
valued at $20,000.




On May
18, 2006, we amended our articles of incorporation to increase our authorized
common stock from 25,000,000, par value $0.001 per share to 500,000,000 shares
and to further authorize the issuance of 50,000,000 shares of preferred stock,
par value $0.001 per share. On June 28, 2006, we further amended our articles of
incorporation to change the name of Guano Distributors, Inc. to Ecoland
International, Inc., in order to avoid confusion with the name of our
subsidiary, Guano Distributors (Pty) Ltd., with the parent company. There were
no management changes at that time. However, Mr. Russell resigned as an officer
and director of Ecoland on November 4, 2006 in order to pursue other personal
interests. Mr. Russell desired to leave a fully-dedicated management team in
place to further develop our business.




1




Asset Sale Agreement. On May
15, 2005, Guano Distributors, Inc, a to be formed Nevada corporation, Guano
Distributors (Pty) Ltd., a South African limited company, and David Wallace
executed an Asset Sale Agreement whereby Guano Distributors, Inc. acquired all
the outstanding capital stock of Guano Distributors (Pty) Ltd. owned by Mr.
Wallace in exchange for the assumption of all associated debts and liabilities
of Guano Distributors (Pty) Ltd., an option to purchase 20,000,000 shares of our
common stock at $0.001 per share discussed above, and appointment of Mr. Wallace
to our board of directors.




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. Our distribution rights
have a lifespan of three years beginning May 11, 2005, and are renewable for
three year periods thereafter, upon agreement by the parties. Our pre-existing
distribution rights for Africa continued, even though not mentioned in the
written May 11, 2005 letter agreements.




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 regionally in Angola. However, Sociaf had difficulty in 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.




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.”




We
currently market and sell the dry bar cave bat guano, which we are licensed to
distribute, 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. There are no contracts between Ecoland and shipping
lines, presently. 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.




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.




2




Industry Overview




Market Analysis




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 years since
2004 when the market size was $10.4 Billion, according to the Organic Trade
Association.




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. Source,
http://www.energybulletin.net/19160.html.




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.




Sales &
Marketing/Customers




The
Company continues to research markets for customers and distributors for
“Ecoland” Bat Guano and although there has been limited success in selling the
product in the United Kingdom, 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.




3




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.




Patents, Trademarks and Copyrights




We do not have any
patents, trademarks or copyrights but do market the product under the brand name
“Ecoland”




Employees




As of
August 31, 2008, the company had one fulltime employee. Mr. DA. Wallace who has
been retained to implement the shareholder objective of obtaining a ticker
symbol.




Research and Development Costs




The
company has incurred development losses in its efforts to establish a market for
the Dry Bar Cave Bat Guano since inception and these are reflected in the
Financial Statements in this report.




Item 1A.
            Risk
      Factors.




Not
Applicable.




Item 1B.
            Unresolved Staff
      Comments.




None.




Item
    2.
            Properties.




Our
administrative offices were previously located at 4425 Ventura Canyon Avenue,
Suite 105, Sherman Oaks, California 91423.




This has
now been changed to 4909 West Joshua Boulevard, Suite 1059, Chandler, Arizona
85226. This space is being utilized on a temporary basis free of charge to save
costs. There is no guarantee that this arrangement will continue.




Item 3.
            Legal
      Proceedings.




We are
not engaged in any litigation, and are unaware of any material claims or
complaints that could result in future litigation.




4




We will
seek to minimize disputes with our customers but recognize the inevitability of
legal action in today’s business environment as an unfortunate price of
conducting business.




Item
    4.
            Submission of Matters to a Vote
      of Security Holders.




None.




PART II




Item 5.
            Market for Registrant’s Common
      Equity, Related Stockholder Matters and Issuer Purchases of Equity
      Securities.




As of the
date of this annual report, the shares of our common stock are not quoted
for sale on any public market. We currently have 44,650,000 shares of our common
stock issued and outstanding, which are held of record and beneficially owned by
49 persons.




Dividend Policy




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.




Recent Sales of Unregistered
Securities




None.




Item
    6.
            Selected Financial
      Data.




Not
applicable.




Item 7.
            Management's Discussion and
      Analysis of Financial Condition and Results of
      Operations.




You
should read this section together with our consolidated financial statements and
related notes thereto included elsewhere in this report.




Cautionary Statement Concerning
Forward-Looking Statements




This
report contains forward-looking statements that involve risks and uncertainties.
We generally use words such as "believe," "may," "could," "will," "intend,"
"expect," "anticipate," "plan," and similar expressions to identify
forward-looking statements, including statements regarding our expansion plans.
You should not place undue reliance on these forward-looking statements. Our
actual results could differ materially from those anticipated in the
forward-looking statements for many reasons, including the risks described in
our "Risk Factors" section and elsewhere in this report. Although we believe the
expectations reflected in the forward-looking statements are reasonable, they
relate only to events as of the date on which the statements are made, and our
future results, levels of activity, performance or achievements may not meet
these expectations. We do not intend to update any of the forward-looking
statements after the date of this document to conform these statements to actual
results or to changes in our expectations, except as required by
law.




Year Ended May 31, 2008 as Compared
to the Year Ended May 31, 2007




Net Revenues




Net
revenues for the year ended May 31,2008 were $14,676 compared to $21,014 for the
year ended May 31, 2007. The company has been unable to increase net revenues
over the comparative period due to a reduced sales and marketing effort brought
about through a lack of working capital that has also affected the stock of
Guano available for sale.




5




Cost of Goods
Sold




Cost of
sales for the year ended May 31, 2008 were $7,928 compared to $9,918 for the
year ended May 31, 2007. The decline in the cost of goods sold is in due to the
decline in net revenues. The Gross profit percentage was 45.9% for the period
compared to 52.8% for the period ended May 31, 2007. This decline can be
attributed to a change in the mix of good sold from mainly our small 1kg (+/-2.2
lb) “Ecoland Guano” packages in 2007 to 25 Kg (+/-50lb) bags in 2008. The gross
margins on the two sizes differ because of the different weights.




Operating Expenses




Operating
expenses for the year ended May 31, 2008 was $61,146 compared to $145,913 for
the year ended May 31, 2007. This decrease was due in part to a decrease in
general and administrative expenses in the amount of $84,505 ($61,146 for the
year ended May 31, 2008 compared to $145,651 for the year ended May 31, 2007),
primarily attributed to a decline in Legal and accounting fees. These fees were
incurred while registering our prospectus with the Securities and Exchange
Commission, our SB-2 was registered on December 21, 2007.




Amortization
at $226 for the period ended May 31, 2008 was similar to May 31, 2007 at $262
and reflects that no capital expenditure took place during the
year.




Interest
expense for the period ending May 31, 2008 $21,547 compared to $22,957 for May
31, 2007. The level of interest bearing debt in the company remained
substantially the same over the period.




Net Loss




Net loss
for the year ended May 31, 2008 was $76,171 compared to $157,774 for the year
ended May 31, 2007. This change was due primarily to a decrease in general and
administrative expenses.




Liquidity and Capital Resources




As of May
31, 2008, our current assets were $4,748 and current liabilities were $221,090.
Our stockholder's deficit at May 31, 20087 was $216,005. We had a net usage of
cash by operating activities for the twelve months periods ended May 31, 2008
and 2007 of $24,617 and $14,205 respectively.




We had
net cash provided by financing activities of $136,560 for the period ending May
31, 2007 however had to notes payable during the period ended May 31, 2008
of ($20,089). The company has been unable to raise funds through the issue of
shares or through borrowings primarily due to its failure to meet initial
Shareholder objectives of obtaining a listing on the Nasdaq Bulletin Board.
These delays have been due to extensive reviews by the respective controlling
authorities in line with the normal course of business.




Material Agreements




Pursuant
to our non-exclusive letter agreements with Sociaf, we acquired the
non-exclusive right to distribute the dry bar cave bat guano controlled by
Sociaf in the United States, Europe, Asia, and the Middle East. The term of each
agreement is from the date of execution until May 11, 2008 and is renewable
subject to written approval by both parties within 30 days prior to May 11,
2008. Our pre-existing distribution rights for Africa, which included South
Africa, continued even though not mentioned in the written May 11, 2005 letter
agreements.




We have
notified Sociaf Lda of our intention to continue with the agreement and are in
discussions with them at present to extend this agreement.




6




Critical Accounting
Policies




The
preparation of Ecoland’s consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires us to
make estimates and judgments that affect reported assets, liabilities, revenues,
and expenses, and the disclosure of contingent assets and liabilities. Ecoland
bases estimates and judgments on historical experience and on various other
assumptions management believes to be reasonable under the circumstances. Future
events, however, may differ markedly from current expectations and assumptions.
While there are a number of significant accounting policies affecting Ecoland’s
consolidated financial statements, management believes the following critical
accounting policies involve the most complex, difficult and subjective estimates
and judgments.




Accounts Receivable. Accounts
receivable balances are stated net of allowances for doubtful accounts. Ecoland
records allowances for doubtful accounts when it is probable that the accounts
receivable balance will not be collected. When estimating the allowances for
doubtful accounts, Ecoland takes into consideration such factors as its
day-to-day knowledge of the financial position of specific clients, the industry
and historical activity. Increases in the allowance for doubtful accounts are
recorded as charges to bad debt expense and are reflected in operating expenses
in Ecoland’s statements of operations. Write-offs of uncollectible accounts are
charged against the allowance for doubtful accounts.




Inventories. Inventories,
consisting primarily of nutritional, health, beauty products, and beverages, are
stated at cost computed by the first-in, first-out (FIFO) method of
accounting.




Long-Lived Assets. Ecoland
records property and equipment at cost. Depreciation of the assets is recorded
on the straight-line basis over the estimated useful lives of the assets.
Dispositions of property and equipment are recorded in the period of disposition
and any resulting gains or losses are charged to income or expense when the
disposal occurs.




Through
Ecoland’s acquisition activities, intangible assets have been recorded in the
financial statements. Ecoland performs annual impairment testing annually of its
intangible assets under the provisions of statement of Financial Accounting
Standards No. 142, using the expected present value technique as provided for by
FASB Concepts Statement No. 7 “Using Cash Flow Information and Present Value In
Accounting Measurements.”




Revenue Recognition. Ecoland’s
revenues are recognized when products are shipped or delivered to unaffiliated
customers. The Securities and Exchange Commission’s Staff Accounting Bulletin
(SAB) No. 104, which provides guidance on the application of generally accepted
accounting principles to select revenue recognition issues. Ecoland has
concluded that its revenue recognition policy is appropriate and in accordance
with SAB No. 104. Revenue is recognized under development and distribution
agreements only after the following criteria are met: (i) there exists adequate
evidence of the transactions; (ii) delivery of goods has occurred or services
have been rendered; and (iii) the price is not contingent on future activity and
collectability is reasonably assured.




Stock-based
Compensation . SFAS
No. 123(R), Share-Based Payment, defines the fair-value-based method of
accounting for stock-based employee compensation plans and transactions used by
Ecoland to account for its issuances of equity instruments to record
compensation cost for stock-based employee compensation plans at fair value as
well as to acquire goods or services from non-employees. Transactions in which
Ecoland issues stock-based compensation to employees, directors and advisors and
for goods or services received from non-employees are accounted for based on the
fair value of the equity instruments issued. Ecoland utilizes pricing models in
determining the fair values of options and warrants issued as stock-based
compensation. These pricing models utilize the market price of Ecoland’s common
stock and the exercise price of the option or warrant, as well as time value and
volatility factors underlying the positions.




7




Recently Issued Accounting
Pronouncements




In
December 2007, the FASB issued Statement of Financial Accounting Standard No.
141 (R), Business Combinations (“SFAS
141 (R)”), which becomes effective for fiscal periods beginning after December
15, 2008. SFAS No. 141 (R) requires all business combinations completed after
the effective date to be accounted for by applying the acquisition method
(previously referred to as the purchase method). Companies applying this method
will have to identify the acquirer, determine the acquisition date and purchase
price and recognize at their acquisition date fair values of the identifiable
assets acquired, liabilities assumed, and any non-controlling interests in the
acquiree. In the case of a bargain purchase the acquirer is required to
reevaluate the measurements of the recognized assets and liabilities at the
acquisition date and recognize a gain on that date if an excess remains. Ecoland
does not expect the adoption of this statement to have a material impact on
its financial statements.




In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements, an Amendment of ARB 51 (“SFAS
160”) which becomes effective for fiscal periods beginning after December 15,
2008. This statement amends ARB 51 to establish accounting and reporting
standards for the non-controlling interest in a subsidiary and for the
deconsolidation of a subsidiary. The statement requires ownership interests in
subsidiaries held by parties other than the parent be clearly identified,
labeled, and presented in the consolidated statement of financial position
within equity, but separate from the parent’s equity. The statement also
requires consolidated net income to be reported at amounts that include the
amounts attributable to both the parent and the non-controlling interest with
disclosure on the face of the consolidated statement of income, of the amounts
of consolidated net income attributable to the parent and to the non-controlling
interest. In addition this statement establishes a single method of accounting
for changes in a parent’s ownership interest in a subsidiary that do not result
in deconsolidation and requires that a parent recognize a gain or loss in net
income when a subsidiary is deconsolidated. Ecoland does not expect the adoption
of this statement to have a material impact on its financial
statements.




In
February 2007, the FASB issued Statement No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities — Including an amendment to FASB
Statement No. 115 . This
statement permits companies to choose to measure many financial instruments and
other items at fair value. The objective is to improve financial reporting by
providing entities with the opportunity to mitigate volatility in reported
earnings caused by measuring related assets and liabilities differently without
having to apply complex hedge accounting provisions. This Statement is expected
to expand the use of fair value measurement of accounting for financial
instruments. This statement applies to all entities, including not for
profit.




The fair
value option established by this statement permits all entities to measure
eligible items at fair value at specified election dates. This statement is
effective as of the beginning of an entity’s first fiscal year that begins after
November 15, 2007.




Ecoland
is currently assessing the impact adoption of SFAS No. 159 will have on its
financial statements.




In
September 2006, the FASB issued SFAS No. 157, Fair Value
Measurement . This
statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles, and expands disclosures about fair
value measurements. This statement applies under other accounting pronouncements
that require or permit fair value measurements. SFAS No. 157 is effective for
fiscal years beginning after November 15, 2007. Ecoland is currently assessing
the impact of the adoption of SFAS No. 157 will have on its financial
statements.




In
December 2007, the FASB ratified EITF No. 07-1, Accounting for Collaborative
Arrangements. EITF 07-1
defines collaborative arrangements and establishes reporting requirements for
transactions between participants in a collaborative arrangement and between
participants in the arrangement and third parties. EITF 07-1 also establishes
the appropriate income statement presentation and classification for joint
operating activities and payments between participants, as well as the
sufficiency of the disclosures related to these arrangements. EITF 07-1 is
effective for fiscal years beginning after December 15, 2008, and would be
applied retrospectively as a change in accounting principle for collaborative
arrangements existing at the effective date. Ecoland is currently evaluating the
potential impact, if any of EITF 07-1 on its financial statements.




8




In March
of 2008 the FASB issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities , an
amendment of FASB No. 133 Accounting for Derivative
Instruments and Hedging Activities. The use
and complexity of derivative instruments and hedging activities have increased
significantly over the past several years. Constituents have expressed concerns
that the existing disclosure requirements in FASB Statement No. 133, Accounting for Derivative
Instruments and Hedging Activities, do not
provide adequate information about how derivative and hedging activities affect
an entity’s financial position, financial performance, and cash flows.
Accordingly, this Statement requires enhanced disclosures about an entity’s
derivative and hedging activities and thereby improves the transparency of
financial reporting. This Statement is effective for financial statements issued
for fiscal years and interim periods beginning after November 15, 2008, with
early application encouraged. This Statement encourages, but does not require,
comparative disclosures for earlier periods at initial adoption. Ecoland does
not expect the adoption of this statement to have an impact on its financial
statements.




Off-Balance Sheet
Arrangements




Ecoland
does not have any off-balance sheet arrangements.




Item 7A.
            Quantitative and Qualitative
      Disclosures About Market
Risk.




Not
applicable.




Item 8.
            Financial Statements and
      Supplementary Data.




The
financial statements and related notes are included as part of this report as
indexed in the appendix on pages F-1 through F-11.




Item 9.
            Changes in and Disagreements
      With Accountants on Accounting and Financial
      Disclosure.




None.




Item 9A.
            Controls and
      Procedures.




See Item
9A(T) below.




Item
    9A(T).
            Controls and
      Procedures.




The term
disclosure controls and procedures means controls and other procedures of an
issuer that are designed to ensure that information required to be disclosed by
the issuer in the reports that it files or submits under the Exchange Act (15
U.S.C. 78a, et seq. ) is
recorded, processed, summarized and reported, within the time periods specified
in the Commission’s rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by an issuer in the reports that it files or submits
under the Exchange Act is accumulated and communicated to the issuer’s
management, including its principal executive and principal financial officers,
or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.




The term
internal control over financial reporting is defined as a process designed by,
or under the supervision of, the issuer’s principal executive and principal
financial officers, or persons performing similar functions, and effected by the
issuer’s board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles and includes those policies and
procedures that:




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




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




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




9




Our
management, including our chief executive officer and chief financial officer,
does not expect that our disclosure controls and procedures or our internal
controls over financial reporting will prevent all error and all fraud. A
control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. Further, the design of a control system must reflect the fact that
there are resource constraints, and the benefits of controls must be considered
relative to their costs. Because of inherent limitations in all control systems,
internal control over financial reporting may not prevent or detect
misstatements, and no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, within the registrant have
been detected. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.




Evaluation of Disclosure and
Controls and Procedures. 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. Our internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with accounting principles generally accepted in the United States. We carried
out an evaluation, under the supervision and with the participation of our
management, including our chief executive officer and chief financial officer,
of the effectiveness of the design and operation of our disclosure controls and
procedures as of the end of the period covered by this report. The evaluation
was undertaken in consultation with our accounting personnel. Based on that
evaluation, our chief executive officer and chief financial officer concluded
that our disclosure controls and procedures are currently effective to ensure
that information required to be disclosed by us in the reports that we file or
submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the SEC’s rules and forms.




Changes in Internal Controls Over
Financial Reporting. There
were no changes in the internal controls over our financial reporting that
occurred during the period covered by this report that have materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting.




This
annual report does not include an attestation report of the registrant’s
registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by the
registrant’s registered public accounting firm pursuant to temporary rules of
the Securities and Exchange Commission that permit the registrant to provide
only management’s report in this annual report.




Item
    9B.
            Other
      Information.




None.




PART III




Item 10.
            Directors, Executive Officers
      and Corporate Governance.




The
registrant’s directors and executive officers are:




Name
            
            Age
            
            Position
            
            Position Held SinceDavid
      A. Wallace
            
            44
            
            Chief
      Executive Officer,
              Chief
      Financial Officer and Director
            
            2005





The
members of our board of directors are subject to change from time to time by the
vote of the stockholders at special or annual meetings to elect directors. Our
current board of directors consists of one director. There are no arrangements
or understandings between any of our directors and any other person pursuant to
which he was or is to be selected as a director or nominee for
director.




The
foregoing notwithstanding, except as otherwise provided in a certificate or any
resolution or resolutions of the board designating a series of our preferred
stock, directors who are elected at an annual meeting of stockholders, and
directors elected in the interim to fill vacancies and newly created
directorships, will hold office for the term for which elected and until their
successors are elected and qualified or until their earlier death, resignation
or removal.




10




Whenever
the holders of any class or classes of stock or any series thereof are entitled
to elect one or more directors pursuant to any resolution or resolutions of the
board designating a series of our preferred stock, vacancies and newly created
directorships of such class or classes or series thereof may generally be filled
by a majority of the directors elected by such class or classes or series then
in office, by a sole remaining director so elected or by the unanimous written
consent or the affirmative vote of a majority of the outstanding shares of such
class or classes or series entitled to elect such director or directors.
Officers are elected annually by the directors. There are no family
relationships among our directors and officers. There are no arrangements or
understandings between any of our officers and any other person pursuant to
which he was or is to be selected as an officer.




We may
employ additional management personnel, as our board of directors deems
necessary. We have not identified or reached an agreement or understanding with
any other individuals to serve in management positions, but do not anticipate
any problem in employing qualified staff.




A
description of the business experience during the past five years for each of
the directors and executive officers of the registrant is set forth
below.




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 March 2005 to the date of this prospectus, 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
March 2004, he was a director of Covco (Hong Kong) Limited, and was involved in
sourcing safety products from countries in the Far East, mainly China, for
export to Europe.




Section 16(a) Beneficial Ownership
Reporting Compliance




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. Based solely on a review of the copies of such reports
furnished to us and written representations from such persons, we believe that
all Section 16(a) filing requirements were complied with in the fiscal year
ended March 31, 2008.




Committees of the Board of
Directors




The
registrant’s board of directors has not created any standing compensation,
nominating, finance, executive, or audit committees. All of such functions are
handled by the board.




Corporate
Governance




There
have been no material changes to the procedures by which security holders may
recommend nominees to the registrant’s board of directors, where those changes
were implemented after the registrant last provided disclosure in response to
the requirements of this Item.




Communication with
Directors




Stockholders
and other interested parties may contact any of our directors by writing to them
at Ecoland International, Inc., 4909 West Joshua Boulevard, Suite 1059,
Chandler, Arizona 85226, Attention: Corporate Secretary.




11




Our board
has approved a process for handling letters received by us and addressed to any
of our directors. Under that process, the Secretary reviews all such
correspondence and regularly forwards to the directors a summary of all such
correspondence, together with copies of all such correspondence that, in the
opinion of the Secretary, deal with functions of the board or committees thereof
or that he otherwise determines requires their attention. Directors may at any
time review a log of all correspondence received by us that is addressed to
members of the board and request copies of such correspondence.




Code of Ethics for Senior Executive
Officers and Senior Financial Officers




We have
adopted a Code of Ethics for Senior Executive Officers and Senior Financial
Officers that applies to our president, chief executive officer, chief operating
officer, chief financial officer, and all financial officers, including the
principal accounting officer. The code, a copy of which is filed as an exhibit
to this annual report, provides as follows:




·
            Each
      officer is responsible for full, fair, accurate, timely and understandable
      disclosure in all periodic reports and financial disclosures required to
      be filed by us with the Securities and Exchange Commission or disclosed to
      our stockholders and/or the public.




·
            Each
      officer shall immediately bring to the attention of the audit committee,
      or disclosure compliance officer, any material information of which the
      officer becomes aware that affects the disclosures made by us in our
      public filings and assist the audit committee or disclosure compliance
      officer in fulfilling its responsibilities for full, fair, accurate,
      timely and understandable disclosure in all periodic reports required to
      be filed with the Securities and Exchange
  Commission.




·
            Each
      officer shall promptly notify our general counsel, if any, or the
      president or chief executive officer as well as the audit committee of any
      information he may have concerning any violation of our Code of Business
      Conduct or our Code of Ethics, including any actual or apparent conflicts
      of interest between personal and professional relationships, involving any
      management or other employees who have a significant role in our financial
      reporting, disclosures or internal
controls.




·
            Each
      officer shall immediately bring to the attention of our general counsel,
      if any, the president or the chief executive officer and the audit
      committee any information he may have concerning evidence of a material
      violation of the securities or other laws, rules or regulations applicable
      to us and the operation of our business, by us or any of our
      agents.




·
            Any
      waiver of this Code of Ethics for any officer must be approved, if at all,
      in advance by a majority of the independent directors serving on our board
      of directors. Any such waivers granted will be publicly disclosed in
      accordance with applicable rules, regulations and listing
      standards.




We will
provide to any person without charge, upon request, a copy of our Code of
Ethics. Any such request should be directed to our corporate secretary at 4909
West Joshua Boulevard, Suite 1059, Chandler, Arizona 85226, telephone (602)
882-8771.




Item 11.
            Executive
      Compensation.




Summary of Cash and Certain Other
Compensation




At
present we have only one executive officer. The compensation program for future
executives will consist of three key elements which will be considered by a
compensation committee to be appointed:




·
            A
      base salary;




·
            A
      performance bonus; and




·
            Periodic
      grants and/or options of our common
stock.




12




Base Salary . Our
chief executive officer and all other senior executive officers receive
compensation based on such factors as competitive industry salaries, a
subjective assessment of the contribution and experience of the officer, and the
specific recommendation by our chief executive officer.




Performance Bonus . A
portion of each officer’s total annual compensation is in the form of a bonus.
All bonus payments to officers must be approved by our compensation committee
based on the individual officer’s performance and company
performance.




Stock Incentive . Stock
options are granted to executive officers based on their positions and
individual performance. Stock options provide incentive for the creation of
stockholder value over the long term and aid significantly in the recruitment
and retention of executive officers. The compensation committee considers the
recommendations of the chief executive officer for stock option grants to
executive officers (other than the chief executive officer) and approves,
disapproves or modifies such recommendation.




Summary Compensation
Table




The
following table sets forth, for our named executive officers for the two
completed fiscal years ended May 31, 2007 and 2008:




Name and Principal
              Position
            
            Year
            
            Salary
              ($)
            
            Bonus
              ($)
            
            Stock
              Awards
              ($)
            
            Option
              Awards
              ($)
            
            Non-Equity
              Incentive Plan
              Compensation
              ($)
            
            Nonqualified
              Deferred
              Compensation
              ($)
            
            All Other
              Compensation
              ($)
            
            Total($)David
      A. Wallace (1)
            
            2008
            
            $
            18,000
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            18,0002007
            
            $
            18,000
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            18,000





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





Outstanding Equity Awards at Fiscal
Year-End




The
following table provides information for each of our named executive officers as
of the end of our last completed fiscal year, May 31, 2008:




Option Awards
            
            Stock AwardsName
            
            Number of
              Securities
              Underlying
              Unexercised
              Options (#)
              Exercisable
            
            Number of
              Securities
              Underlying
              Unexercised
              Options (#)
              Unexercisable
            
            Equity
              Incentive Plan
              Awards:
              Number of
              Securities
              Underlying
              Unexercised
              Unearned
              Options (#)
            
            Option
              Exercise
              Price ($)
            
            Option
              Expiration
              Date
            
            Number
              of
              Shares
              or Units
              of Stock
              That
              Have
              Not
              Vested
            
            Market
              Value of
              Shares or
              Units of
              Stock That
              Have Not
              Vested
            
            Equity
              Incentive
              Plan
              Awards:
              Number of
              Unearned
              Shares,
              Units or
              Other
              Rights That
              Have Not
              Vested
            
            Equity
              Incentive
              Plan
              Awards:
              Market or
              Payout
              Value of
              Unearned
              Shares,
              Units or
              Other
              Rights
              That Have
              Not
              Vested ($)David
      A. Wallace (1)
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0





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





Director
Compensation




The
following table provides concerning the compensation of our directors as of the
end of our last completed fiscal year, May 31, 2008:




Name
            
            Fees
              Earned
              or Paid
              in Cash
              ($)
            
            Stock
              Awards
              ($)
            
            Option
              Awards
              ($)
            
            Non-Equity
              Incentive Plan
              Compensation
              ($)
            
            Nonqualified
              Deferred
              Compensation
              Earnings
              ($)
            
            All Other
              Compensation
              ($)
            
            Total
              ($)David
      A. Wallace (1)
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0





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




13




Employment
Agreements





We do not
currently have employment agreements with any of our employees.





Item 12.
            Security Ownership of Certain
      Beneficial Owners and Management and Related Stockholder
      Matters.




The
following table sets forth, as of August 15, 2008, information concerning
ownership of our voting securities by:




·
            Each
      person who owns beneficially more than five percent of the outstanding
      shares of our common stock;




·
            Each
      person who owns beneficially more than five percent of the outstanding
      shares of our preferred stock;




·
            Each
      director;




·
            Each
      named executive officer; and




·
            All
      directors and officers as a group.




Common Shares Beneficially
              Owned (2)
            
            Preferred Shares Beneficially
              Owned (2)Name of Beneficial Owner (1)
            
            Number
            
            Percent
            
            Number
            
            PercentDavid
      A. Wallace (3)
            
            
            20,000,000
            
            
            44.8
            
            
            20,000,000
            
            
            44.8Capital
      Sense Limited
            
            
            20,000,000
            
            
            44.8
            
            
            20,000,000
            
            
            44.8All
      directors and executive officers as a group (one person)
            
            
            20,000,000
            
            
            44.8
            
            
            20,000,000
            
            
            44.8





(1)
            Unless
      otherwise indicated, the address for each of these stockholders is c/o
      Ecoland International, Inc., 4909 West Joshua Boulevard, Suite 1059,
      Chandler, Arizona 85226. Also, unless otherwise indicated, each person
      named in the table above has the sole voting and investment power with
      respect to our shares of common stock which he beneficially
      owns.


(2)
            Beneficial
      ownership is determined in accordance with the rules of the Securities and
      Exchange Commission. As of August 15, 2008, 44,650,000 shares of our
      common stock were issued and outstanding.


(3)
            Mr.
      Wallace is our chief executive officer and chief financial
      officer.





Changes in
Control




Other as
stated above:





·
            There
      are no arrangements, known to us, including any pledge by any person of
      our securities, the operation of which may at a subsequent date result in
      a change in control of the registrant;
and




·
            There
      are no arrangements or understandings with respect to election of
      directors or other matters.




Item 13.
            Certain Relationships and
      Related Transactions, and Director
  Independence.




None.





Item 14.
            Principal Accounting Fees and
      Services.




Audit Fees




The
aggregate fees billed by Moore & Associates, Chartered for professional
services rendered for the audits of our consolidated financial statements for
the years ended May 31, 2007 and 2008 and for the reviews of the financial
statements included in our quarterly report on Form 10-Q during 2008, and for
other services that are normally provided by the independent auditors in
connection with statutory and regulatory filings or engagements for the relevant
fiscal years for the fiscal years ended May 31, 2007 and May 31, 2008 were
$6,000 and $5,250, respectively.




14




Audit-Related
Fees




The fees
billed by Moore & Associates, Chartered 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, 2007 and May
31, 2008 were $750 and $6,600, respectively. These fees related to our
registration statement on Form SB-2 and generally consisted of fees for other
engagements under professional auditing standards, accounting and reporting
consultations, internal control-related matters, and audits of employee benefit
plans.




Tax Fees




There
were no fees billed by Moore & Associates, Chartered 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, 2007
and May 31, 2008.




Financial Information Systems Design
and Implementation Fees




There
were no fees billed by Moore & Associates, Chartered for professional
services described in Paragraph (c)(4)(ii) of Rule 2-01 of Regulation S-X for
our fiscal years ended May 31, 2007 and May 31, 2008.




All Other Fees




There
were no other fees billed by Moore & Associates, Chartered, 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 Moore & Associates, Chartered. In the past,
our board of directors has reviewed and approved the fees to be paid to Moore
& Associates, Chartered. 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.




Intentionally Left
Blank.




15




PART IV





Item 15.
            Exhibits, Financial Statement
      Schedules.




(a)  Financial
Statements . The
financial statements and related notes are included as part of this report as
indexed in the appendix on pages F-1 through F-11.




(b)  Exhibits .




Exhibit No.
            
            Identification of Exhibit14*
            
            Code
      of Ethics.23.1*
            
            Consent
      of Experts31.1*
            
            Certification
      of David A. Wallace, Chief Executive Officer of Ecoland International,
      Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the
      Sarbanes-Oxley Act of 2002.31.2*
            
            Certification
      of David A. Wallace, Chief Financial Officer of Ecoland International,
      Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the
      Sarbanes-Oxley Act of 2002.32.1*
            
            Certification
      of David A. Wallace, Chief Executive Officer of Ecoland International,
      Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the
      Sarbanes-Oxley Act of 2002.32.2*
            
            Certification
      of David A. Wallace, Chief Financial Officer of Ecoland International,
      Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the
      Sarbanes-Oxley Act of 2002.







*  Filed
Herewith




SIGNATURES




In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Annual report to be signed on its
behalf by the undersigned, thereunto duly authorized.




ECOLAND
      INTERNATIONAL, INC.Date:
      September 15, 2008.By
            /s/ David A. WallaceDavid
      A. Wallace, Chief Executive Officer andChief
      Financial Officer





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




Signature
            
            Title
            
            Date/s/
      David A. Wallace
            
            Chief
      Executive Officer and
              Chief
      Financial Officer
            
            September
      15, 2008


16


ECOLAND INTERNATIONAL,
INC.
 (Formerly Guano Distributors,
Inc.)
 (A
Development Stage Company)
 Consolidated
Balance Sheet
 
 May 31,2008ASSETSCURRENT
      ASSETSCash
              
              $
              13Accounts
      receivable
              
              
              4,735Other
      current assets
              
              
              -Total
      Current Assets
              
              
              4,748FIXED
      ASSETS, Net
              
              
              337TOTAL
      ASSETS
              
              $
              5,085LIABILITIES AND
      STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable and accrued liabilities
              
              $
              52,592Accrued
      liabilities - related parties
              
              
              20,000Notes
      payable
              
              
              37,814Notes
      payable - related parties
              
              
              110,684Total
      Current Liabilities
              
              
              221,090STOCKHOLDERS'
      EQUITY (DEFICIT)Preferred
      stock; 50,000,000 shares authorized, at $0.001 per share, -0- shares
      issued and outstanding
              
              
              -Common
      stock; 500,000,000 shares authorized, at $0.001 par value, 44,650,000
      shares issued and outstanding
              
              
              44,650Additional
      paid-in capital
              
              
              90,850Deficit
      accumulated during the development stage
              
              
              (351,505
              )Total
      Stockholders' Equity (Deficit)
              
              
              (216,005
              )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
              
              $
              5,085
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
 
  F-1
  ECOLAND INTERNATIONAL,
INC.
 (Formerly Guano Distributors,
Inc.)
 (A
Development Stage Company)
 Consolidated
Statements of Operations
 
 From inceptionon April 15,For the Years Ended
              
              2005 ThroughMay 31,
              
              May 31,2008
              
              2007
              
              2008REVENUES
              
              $
              14,676
              
              $
              21,014
              
              $
              46,151COST
      OF GOODS SOLD
              
              
              7,928
              
              
              9,918
              
              
              38,903GROSS
      PROFIT
              
              
              6,748
              
              
              11,096
              
              
              7,248EXPENSESDepreciation
      and amortization
              
              
              226
              
              
              262
              
              
              597General
      and administrative
              
              
              61,146
              
              
              145,651
              
              
              312,405Total
      Expenses
              
              
              61,372
              
              
              145,913
              
              
              313,002LOSS
      FROM OPERATIONS
              
              
              (54,624
              )
              
              (134,817
              )
              
              (305,754
              )OTHER
      INCOME (EXPENSES)Interest
      expense
              
              
              (21,547
              )
              
              (22,957
              )
              
              (45,751
              )Total
      Other Expenses
              
              
              (21,547
              )
              
              (22,957
              )
              
              (45,751
              )NET
      INCOME (LOSS)
              
              $
              (76,171
              )
              $
              (157,774
              )
              $
              (351,505
              )BASIC
      LOSS PER SHARE
              
              $
              (0.00
              )
              $
              (0.00
              )WEIGHTED
      AVERAGE NUMBER OF SHARES OUSTANDING
              
              
              44,650,000
              
              
              44,650,000
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
  F-2
  ECOLAND INTERNATIONAL,
INC.
 (Formerly Guano Distributors,
Inc.)
 (A
Development Stage Company)
 Consolidated
Statements of Stockholders' Equity (Deficit)
 Additional
                
                StockCommon Stock
                
                Paid-In
                
                Subscriptions
                
                AccumulatedShares
                
                Amount
                
                Capital
                
                Receivable
                
                DeficitBalance,
      May 31, 2005
                
                
                20,000,000
                
                
                20,000
                
                
                15
                
                
                -
                
                
                (29,127
                )Common
      shares issued for services at $0.001 per share
                
                
                20,000,000
                
                
                20,000
                
                
                -
                
                
                -
                
                
                -Common
      shares issued for cash at $0.02 per share
                
                
                4,000,000
                
                
                4,000
                
                
                76,000
                
                
                (20,000
                )
                
                -Common
      shares issued for services at $0.02 per share
                
                
                650,000
                
                
                650
                
                
                12,350
                
                
                -
                
                
                -Net
      loss for the year ended May 31, 2006
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (88,433
                )Balance,
      May 31, 2006
                
                
                44,650,000
                
                
                44,650
                
                
                88,365
                
                
                (20,000
                )
                
                (117,560
                )Receipt
      of cash on subscriptions receivable
                
                
                -
                
                
                -
                
                
                -
                
                
                20,000
                
                
                -Net
      loss for the year ended May 31, 2007
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (157,774
                )Balance,
      May 31, 2007
                
                
                44,650,000
                
                
                44,650
                
                
                88,365
                
                
                -
                
                
                (275,334
                )Services
      contributed by officers and directors
                
                
                -
                
                
                -
                
                
                2,485
                
                
                -
                
                
                -Net
      loss for the year ended May 31, 2008
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (76,171
                )Balance,
      May 31, 2008
                
                
                44,650,000
                
                $
                44,650
                
                $
                90,850
                
                $
                -
                
                $
                (351,505
                )
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
  F-3
 
 ECOLAND INTERNATIONAL,
INC.
 (Formerly Guano Distributors,
Inc.)
 (A
Development Stage Company)
 Consolidated
Statements of Cash Flows
 From inceptionon April 15,For the Years Ended
                
                2005 ThroughMay 31,
                
                May 31,2008
                
                2007
                
                2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                
                $
                (76,171
                )
                $
                (157,774
                )
                $
                (351,505
                )Adjustments
      to reconcile net loss to net cash used by operating
      activities:Depreciation
      and amortization
                
                
                226
                
                
                763
                
                
                1,098Common
      stock issued for services
                
                
                -
                
                
                -
                
                
                53,000Other
      comprehensive income
                
                
                
                
                
                0
                
                
                0Services
      contributed by officers and directors
                
                
                2,485
                
                
                -
                
                
                2,485Changes
      in operating assets and liabilitiesIncrease
      in accounts receivable
                
                
                8,768
                
                
                (4,717
                )
                
                (4,735
                )Increase
      in prepaid expenses and deposits
                
                
                364
                
                
                943
                
                
                -Increase
      in accounts payable and accrued expenses
                
                
                59,800
                
                
                10,020
                
                
                75,592Net
      Cash Used by Operating Activities
                
                
                (4,528
                )
                
                (150,765
                )
                
                (224,065
                )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
                
                
                -
                
                
                20,000
                
                
                80,015Proceeds
      from issuance of notes payable
                
                
                (3,206
                )
                
                17,737
                
                
                32,831Proceeds
      from issuance of notes payable - related parties
                
                
                (16,883
                )
                
                98,823
                
                
                112,757Net
      Cash Provided by Financing Activities
                
                
                (20,089
                )
                
                136,560
                
                
                225,603NET
      DECREASE IN CASH
                
                
                (24,617
                )
                
                (14,205
                )
                
                13CASH
      AT BEGINNING OF PERIOD
                
                
                24,630
                
                
                38,835
                
                
                -CASH
      AT END OF PERIOD
                
                $
                13
                
                $
                24,630
                
                $
                13
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
  F-4
  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 as Guano Distributors, Pty. The
Company was then incorporated in the State of Nevada on June 24, 2005 as Guano
Distributors, Inc. 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 50,000,000 of
“blank check” preferred shares. In May 2005 the Company acquired certain
distribution rights from Sociaf, LDA an Angolan company, pertaining to Dry Bar
Cave Bat Guano.
 
 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.
 
 The
Company has not achieved significant revenues and is a development stage
company.
 
 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, 2008. The respective carrying
value of certain on-balance-sheet financial instruments approximated their fair
values. These financial instruments include cash. 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.
 
 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.
  F-5
  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
 
 SFAS No.
128, 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.
 
 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
 
 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 that 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.
  F-6
  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)
 
 Income
Taxes (Continued)
 
 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 that 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 31,2008
              
              2007Deferred
      tax assetsNOL
      Carryover
              
              $
              114,218
              
              $
              84,511Valuation
      allowance
              
              
              (114,218
              )
              
              (84,511
              )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 39% to pretax income from
continuing operations for the periods ended:
 
 May 31,
              
              May 31,2008
              
              2007Book
      income (loss)
              
              $
              (29,707
              )
              $
              (61,532
              )Common
      stock issued for services
              
              
              -
              
              
              -Foreign
      subsidiary losses
              
              
              -
              
              
              -Valuation
      allowance
              
              
              38,990
              
              
              61,532$
              -
              
              $
              -
 
 At May
31, 2008, the Company had net operating loss carry forwards of approximately
$177,000 that may be offset against future taxable income through the year 2028.
No tax benefit has been reported in the May 31, 2008 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 carryforwards 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.
  F-7
  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)
 
 Recently Issued Accounting
Pronouncements
 
 In
May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“ Accounting for Financial Guarantee
Insurance Contracts-and interpretation of FASB Statement No.
60 ”.  SFAS No.
163 clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement of premium revenue and
claims liabilities. This statement also requires expanded disclosures about
financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal
years beginning on or after December 15, 2008, and interim periods within those
years. SFAS No. 163 has no effect on the Company’s financial position,
statements of operations, or cash flows at this time.
 
 In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“ The Hierarchy of Generally Accepted
Accounting Principles ”.  SFAS No.
162 sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB’s amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company’s financial position, statements of operations, or cash flows at
this time.
 
 In March
2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities—an amendment of FASB Statement No.
133. This
standard requires companies to provide enhanced disclosures about (a) how and
why an entity uses derivative instruments, (b) how derivative instruments and
related hedged items are accounted for under Statement 133 and its related
interpretations, and (c) how derivative instruments and related hedged items
affect an entity’s financial position, financial performance, and cash flows.
This Statement is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
encouraged. The Company has not yet adopted the provisions of SFAS No. 161, but
does not expect it to have a material impact on its consolidated financial
position, results of operations or cash flows.
 
 In
December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding
the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in
developing an estimate of expected term of "plain vanilla" share options in
accordance with SFAS No. 123 (R), Share-Based
Payment .  In
particular, the staff indicated in SAB 107 that it will accept a company's
election to use the simplified method, regardless of whether the company has
sufficient information to make more refined estimates of expected term. At the
time SAB 107 was issued, the staff believed that more detailed external
information about employee exercise behavior (e.g., employee exercise patterns
by industry and/or other categories of companies) would, over time, become
readily available to companies. Therefore, the staff stated in SAB 107 that it
would not expect a company to use the simplified method for share option grants
after December 31, 2007. The staff understands that such detailed information
about employee exercise behavior may not be widely available by December 31,
2007. Accordingly, the staff will continue to accept, under certain
circumstances, the use of the simplified method beyond December 31, 2007. The
Company currently uses the simplified method for “plain vanilla” share options
and warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is
not believed that this will have an impact on the Company’s consolidated
financial position, results of operations or cash flows.
  F-8
  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)
 
 Recently Issued Accounting
Pronouncements (Continued)
 
 In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements —an
amendment of ARB No. 51.  This statement amends ARB 51 to establish
accounting and reporting standards for the noncontrolling interest in a
subsidiary and for the deconsolidation of a subsidiary. It clarifies that a
noncontrolling interest in a subsidiary is an ownership interest in the
consolidated entity that should be reported as equity in the consolidated
financial statements. Before this statement was issued, limited guidance existed
for reporting noncontrolling interests. As a result, considerable diversity in
practice existed. So-called minority interests were reported in the consolidated
statement of financial position as liabilities or in the mezzanine section
between liabilities and equity. This statement improves comparability by
eliminating that diversity. This statement is effective for fiscal years, and
interim periods within those fiscal years, beginning on or after December 15,
2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier
adoption is prohibited. The effective date of this statement is the same as that
of the related Statement 141 (revised 2007). The Company will adopt this
Statement beginning March 1, 2009. It is not believed that this will have an
impact on the Company’s consolidated financial position, results of operations
or cash flows.
 
 In
December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
Combinations. This
Statement replaces FASB Statement No. 141, Business
Combinations , but
retains the fundamental requirements in Statement 141.  This
Statement establishes principles and requirements for how the acquirer: (a)
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree; (b) recognizes and measures the goodwill acquired in the business
combination or a gain from a bargain purchase; and (c) determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. This statement
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after December 15, 2008. An entity may not apply it before that date. The
effective date of this statement is the same as that of the related FASB
Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements .  The
Company will adopt this statement beginning March 1, 2009. It is not believed
that this will have an impact on the Company’s consolidated financial position,
results of operations or cash flows.
 
 In
February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for Financial
Assets and Liabilities —Including
an Amendment of FASB Statement No. 115.  This standard permits an
entity to choose to measure many financial instruments and certain other items
at fair value. This option is available to all entities. Most of the provisions
in FAS 159 are elective; however, an amendment to FAS 115 Accounting for Certain Investments
in Debt and Equity Securities applies
to all entities with available for sale or trading securities. Some requirements
apply differently to entities that do not report net income. SFAS No. 159 is
effective as of the beginning of an entities first fiscal year that begins after
November 15, 2007. Early adoption is permitted as of the beginning of the
previous fiscal year provided that the entity makes that choice in the first 120
days of that fiscal year and also elects to apply the provisions of SFAS No. 157 Fair Value
Measurements .  The
Company will adopt SFAS No. 159 beginning March 1, 2008 and is currently
evaluating the potential impact the adoption of this pronouncement will have on
its consolidated financial statements.
  F-9
  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)
 
 Recently Issued Accounting
Pronouncements (Continued)
 
 In
September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements This
statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles (GAAP), and expands disclosures
about fair value measurements. This statement applies under other accounting
pronouncements that require or permit fair value measurements, the Board having
previously concluded in those accounting pronouncements that fair value is the
relevant measurement attribute. Accordingly, this statement does not require any
new fair value measurements. However, for some entities, the application of this
statement will change current practice. This statement is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. Earlier application is
encouraged, provided that the reporting entity has not yet issued financial
statements for that fiscal year, including financial statements for an interim
period within that fiscal year. The Company will adopt this statement March 1,
2008, and it is not believed that this will have an impact on the Company’s
consolidated financial position, results of operations or cash
flows.
 
 Share Based
Compensation
 
 The
Company follows the provisions of FAS No. 123R, “Share-Based Payment.” FAS
No. 123R requires all share-based payments to employees, including grants
of employee stock options, to be recognized in the income statement based on
their fair values.
 
 As
permitted by FAS No. 123, the Company currently accounts for share-based
payments to employees and non employees using the Fair Market Value method and
the Company recognizes compensation cost for employee stock options at fair
market value.
 
 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.
 
 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
that might be necessary if the Company is unable to continue as a going
concern.
  F-10
   ECOLAND INTERNATIONAL,
INC.
 (Formerly Guano Distributors,
Inc.)
 (A Development Stage
Company)
 Notes to the Consolidated Financial
Statements
 
 NOTE 3
-  COMMON
STOCK
 
 During
the year ended May 31, 2006, the Company issued 20,000,000 shares to Mr. Robert
Russell in payment for services valued at $20,000, which is the estimated fair
value of the services performed. The Company also issued 650,000 shares for
services performed by various consultants valued at $13,000 and 4,000,000 shares
for cash of $80,000. The services were valued at the fair value of the shares
given.
 
 During
the year ended May 31, 2005, the Company issued 20,000,000 shares of common
stock to Mr. David Wallace, upon the immediate exercise of a stock option
granted to Mr. Wallace on May 15, 2005. The stock option was granted to Mr.
Wallace as consideration for Mr. Wallace’s transfer of his ownership in Guano
Distributors (PTY) Ltd. In addition, pursuant to the transfer of ownership, Mr.
Wallace agreed to perform certain administrative and consulting services for the
Company. These services were valued at $20,000, were performed subsequent to the
transfer of ownership, and were expensed during the year ended May 15,
2006.
 
 NOTE 4 -  NOTES
PAYABLE
 
 At May
31, 2008, the Company had notes payable totaling $37,814. Included in this
amount are three notes payable to unrelated entities. The notes are due on
demand and accrue interest at a rate of 8.0 percent per annum.
 
 NOTE 5 -  NOTES
PAYABLE – RELATED PARTIES
 
 At May
31, 2008, the Company had notes payable to related parties totaling $110,684.
These notes are payable to various officers and directors of the Company. Each
note is due on demand and accrues interest at a rate of 8.0% per
annum.
  F-11