**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**







**FORM
      10-K**




(Mark
      One)




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




For
      the
      fiscal year ended May 31, 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  ̈ No x




State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      last sold, or the average bid and asked price of such common equity, as of
      the
      last business day of the registrant’s most recently completed 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 Since**David
                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 Awards****Name**
            
            **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**
            
            **Percent**David
                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 Exhibit**14*
            
            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