UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549


FORM
10-K





(Mark
      One)x
                  ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the Fiscal Year Ended May 31,
      2010 ̈
                  TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE
  ACT





For the transition period from
________  to ______





ECOLAND INTERNATIONAL,
INC.


(Exact
name of registrant as specified in its charter)





Nevada
                333-140396
                20-3061959(State
      or other jurisdiction
                (Commission
      File Number)
                (IRS
      Employerof
      Incorporation)
                
                Identification
      Number)


4909
West Joshua Boulevard, Suite 1059


Chandler,
Arizona 85226


(Address
of principal executive offices)





(602)
882-8771
 (Registrant’s
Telephone Number)


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





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





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days.


Yes x   No
 ̈





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





The
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter: $191,000





Our
common stock is traded in the over-the-counter market and quoted on the
Over-The-Counter Bulletin Board under the symbol “ECIT.OB.”





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.





Large
      Accelerated Filer
               ̈
              Accelerated
      Filer
               ̈Non-Accelerated
      Filer
               ̈
              Smaller
      Reporting Company
              x





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





As of
August 25, 2010, there were 88,650,000shares of the
registrant’s $.001 par value common stock issued and outstanding.





Documents
incorporated by reference: None





Table of
Contents





PagePART
      IItem
      1
                  Business
                  4Item
      1A
                  Risk
      Factors
                  7Item
      1B
                  Unresolved Staff
      Comments
                  10Item
      2
                  Properties
                  10Item
      3
                  Legal
      Proceedings
                  10Item
      4
                  Submission of Matters
      to a Vote of Security Holders
                  10PART
      IIItem
      5
                  Market for
      Registrant's Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                  11Item
      6
                  Selected Financial
      Data
                  12Item
      7
                  Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                  12Item
      7A
                  Quantitative and
      Qualitative Disclosures about Market Risk
                  15Item
      8
                  Financial Statements
      and Supplementary Data
                  16Item
      9
                  Changes in and
      Disagreements with Accountants on Accounting and Financial
      Disclosure
                  26Item
      9A(T)
                  Controls and
      Procedures
                  26Item
      9B
                  Other
      Information
                  27PART
      IIIItem
      10
                  Directors and
      Executive Officers and Corporate Governance
                  28Item
      11
                  Executive
      Compensation
                  30Item
      12
                  Security Ownership of
      Certain Beneficial Owners and Management and Related Stockholder
      Matters
                  30Item
      13
                  Certain Relationships
      and Related Transactions
                  32Item
      14
                  Principal Accountant
      Fees and Services
                  32PART
      IVItem
      15
                  Exhibits
                  34


2


FORWARD-LOOKING
STATEMENTS




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





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


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


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


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


·
            Competition in our
      industry;


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


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


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





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





Use
of Term





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


3


PART
I





ITEM
1.    BUSINESS





Corporate
History





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





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





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





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





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





Description
of Business





Ecoland
International, Inc. is in the business of developing Dry-bar cave bat guano from
deposits in Angola/Mozambique as an organic fertilizer for use in organic
farming. We currently market and sell the Dry-Bar Cave bat guano, 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. Presently, there are no contracts between
Ecoland and shipping lines; however, we intend to approach shipping lines to
obtain contracts once sufficient volume of bat guano sales has been
achieved.





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


4


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





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





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





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





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





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





Industry
Overview





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





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





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





Marketing





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





Regulation





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


5


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





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





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





Insurance





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





Competition





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





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





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





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





Employees;
Identification of Certain Significant Employees





As of May
31, 2010, the company had one full-time employee, Mr. David
A.Wallace.





WHERE
YOU CAN GET ADDITIONAL INFORMATION





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


6





ITEM
1A.   RISK FACTORS





RISK
FACTORS





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





Risks
Related to Our Business





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





During
the fiscal year ended May 31, 2010, we incurred a net loss of $244,179, compared
to a net loss of $114,150 for the fiscal year ended May 31, 2009. We expect to
continue to incur losses for at least the next 12 months. Continuing losses will
have an adverse impact on our cash flow and may impair our ability to raise
additional capital required to continue and expand our operations.





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





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





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





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





Dependence
on key personnel; need for additional personnel.





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





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





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





We
are a development stage company.





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


7





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





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





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





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





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





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





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





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





Country Risk. Our business
currently operates in two countries with extraction taking place in Angola and
processing taking place in South Africa. South Africa is an accepted
international investor destination. Standard and Poors (S&P) gave South
Africa a risk rating BBB+/A-2. . This is based on the fact that the government
has implemented sensible fiscal policies and has managed to bring spending under
control. For a full review of South Africa risk profile, see
http://www.mbendi.co.za/land/af/sa/p0005.htm. Angola has a fast-growing economy
largely due to a major oil boom, but it also ranks in the bottom 10 of most
socio-economic indicators. See http://www.buyusa.gov/southafrica/en/416.html,
for a full economic review of Angola. Although we are not in those industries,
our risk is limited to a basic extraction infrastructure. The value added
aspects of the business, i.e., packaging takes place
outside Angola in South Africa.





Legislation Risk. In South
Africa, the fertilizer industry is controlled by the Fertilizer Act 36 of 1947.
Our guano is a registered Group 2 fertilizer under this Act, Registration Number
B3429. In Europe, the legislation governing guano is considerably less onerous
than South Africa and there are no restrictions on importation. We currently
import guano into the United Kingdom satisfying all import requirements of the
European Union. In Angola, guano falls under the Department of Geology and Mines
and we have all of the necessary licenses for export.





Operations. Our current
technology used is simple and by design easy to utilize and operate. There is no
“cutting edge” technology involved. As we do not want to harm the ecological
environment, the guano is removed by hand. This is a risk, as it does not pose a
significant barrier to entry for other companies. However, we are already in
operation and new entrants would have to obtain the necessary rights to extract
and export the product.





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


8





Risks
Relating to Our Stock





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





The
following factors may add to the volatility in the price of our common stock:
actual or anticipated variations in our quarterly or annual operating results;
government regulations, announcements of significant acquisitions, strategic
partnerships or joint ventures; our capital commitments; and additions or
departures of our key personnel. Many of these factors are beyond our control
and may decrease the market price of our common stock, regardless of our
operating performance. We cannot make any predictions or projections as to what
the prevailing market price for our common stock will be at any time, including
as to whether our common stock will sustain its price of $0.001 per share on the
date of this report, or as to what effect that the sale of shares or the
availability of common stock for sale at any time will have on the prevailing
market price.





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





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





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





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





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





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





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


9


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





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





Dividend
risk.





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





Anti-takeover
provisions may impede the acquisition of Ecoland.





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





ITEM
1B.   UNRESOLVED STAFF COMMENTS





None.


ITEM
2.      PROPERTIES





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





ITEM
3.      LEGAL PROCEEDINGS





We are not presently a party to any
litigation.





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





None.


10


PART
II





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




Our
common stock has been quoted on the Over-the-Counter Bulletin Board since July
12, 2010, under the symbol ECIT.OB. Although there has not been any active
trading market as of the date of this Report. We currently have 88,650,000
shares of our common stock issued and outstanding, which are held of record and
beneficially owned by 50 persons.





2010  Calendar Year
                    
                    High Bid
                    
                    
                    Low BidThird
      Quarter: 7/1/10 to 8/25/10
                    
                    $
                    Nil
                    
                    
                    $
                    NilSecond
      Quarter: 4/1/10 - 6/30/10
                    
                    $
                    Nil
                    
                    
                    $
                    NilFirst
      Quarter: 1/1/10 - 3/31/10
                    
                    $
                    Nil
                    
                    
                    $
                    Nil





Reports
to Security Holders





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





Record
Holders





As of August 25, 2010, an aggregate of
88,650,000 shares of our common stock were issued and outstanding and were owned
by approximately 50 holders of record, based on information provided by our
transfer agent.





Recent
Sales of Unregistered Securities





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





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





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





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





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





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





Re-Purchase of
Equity Securities





None.





Dividends





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


11


Securities
Authorized for Issuance Under Equity Compensation Plans





None.





ITEM
6.   SELECTED FINANCIAL DATA





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





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





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





Year
Ended May 31, 2010 as Compared to the Year Ended May 31, 2009





Net
Revenues





Net
revenues for the year ended May 31, 2010 were $8,775 compared to $9,360 for the
year ended May 31, 2009. 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.





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





Cost
of Goods Sold





Cost of
sales for the year ended May 31, 2010 were $4,970 compared to $3,525 for the
year ended May 31, 2009. The decline in the cost of goods sold is in due to the
decline in net revenues. The Gross profit percentage was 43.4% for the period
compared to 62% for the period ended May 31, 2009.





Operating
Expenses





Operating
expenses for the year ended May 31, 2010 was $179,702 compared to $91,332 for
the year ended May 31, 2009. The increase in expenses was due in part to an
increase in general and administrative expenses arising from the inclusion of an
accrual for salaries for personnel not recorded in prior years.  No capital
expenditure took place during the year.


12





Interest
expense for the period ending May 31, 2010 was $68,775 compared to $28,653 for
May 31, 2009. The increase in interest expense reflects a higher level of debt
in the Company and recognition of settlement interest on Notes Payable in the
amount of $37,267.





Net
Loss





Net loss
for the year ended May 31, 2010 was $244,179 compared to $114,150 for the year
ended May 31, 2009. This change was due to an increase in general and
administrative expenses and a higher interest paid charge.





Liquidity
and Capital Resources





As of May
31, 2010, our current assets were $7,251 and current liabilities were $475,260.
Our stockholder's deficit at May 31, 2010 was $468,009. We had a net usage of
cash by operating activities for the twelve months periods ended May 31, 2010
and 2009 of $9,848 and $113,787 respectively.





We had
net cash provided by financing activities of $9,724 for the period ending May
31, 2010 compared to $113,936 for the period ended May 31, 2009. The
company has been unable to raise funds through the issue of shares or through
borrowings, which we believe to be primarily due to a decline in liquidity and
lending in markets arising from the world financial crisis.





Material
Agreements





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





Critical
Accounting Policies





The
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 uncollectable 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.


13





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.





Recently
Issued Accounting Pronouncements





New
accounting rules and disclosure requirements can significantly impact our
reported results and the comparability of our financial statements. We believe
the following new accounting pronouncements are relevant to our financial
statements.





On
June 1, 2008, we adopted the authoritative guidance issued by the Financial
Accounting Standards Board (“FASB”) on fair value measurements, which provides a
common definition of fair value, establishes a uniform framework for measuring
fair value and requires expanded disclosures about fair value measurements. On
June 1, 2009, we implemented the previously deferred provisions of this
guidance for non-financial assets and liabilities recorded at fair value, as
required. The adoption of this new guidance had no impact on our financial
statements.





In
December 2007, the FASB issued authoritative guidance on business
combinations and the accounting and reporting for non-controlling interests
(previously referred to as minority interests). This guidance significantly
changed the accounting for and reporting of business combination transactions,
including non-controlling interests. For example, the acquiring entity is now
required to recognize the full fair value of assets acquired and liabilities
assumed in the transaction, and the expensing of most transaction and
restructuring costs is now required. This guidance became effective for us
beginning June 1, 2009 and had no material impact on our financial
statements because we have not had any significant business combinations since
that date.





In
April 2009, the FASB issued new accounting guidance related to interim
disclosures about the fair value of financial instruments. This guidance
requires disclosures about the fair value of financial instruments for interim
reporting periods in addition to annual reporting periods and became effective
for us beginning with the first quarter of fiscal year 2010.





Going
Concern





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


14


Future
Financings





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





Off-Balance
Sheet Arrangements





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





ITEM
7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





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


15




ITEM
8.    FINANCIAL STATEMENTSAND SUPPLEMENTARY DATA




Larry
O'Donnell, CPA, P.C.
 Telephone
      (303) 745-4545
                2228
      South Fraser StreetFax
      (303) 369-9384
                Unit
      1e-mail  larryodonnelcpa@comcast.net
                Aurora,
      Colorado  80014www.larryodonnellcpa.com
 
 Report
of Independent Registered Public Accounting Firm
 
 To the
Board of Directors
 Ecoland
International, Inc.
 Chandler,
Arizona
 
 I have
audited the accompanying consolidated balance sheet of Ecoland International,
Inc. and subsidiaries as of May 31, 2010, and the related consolidated
statements of operations, changes in stockholders’ equity (deficit), and cash
flows for the years ended.  These financial statements are the
responsibility of the Company’s management.  My responsibility is to
express an opinion on these financial statements based on my
audits.
 
 I
conducted my audits in accordance with standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that I plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  I believe that my audits provide a reasonable basis for
my opinion.
 
 In my
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Ecoland International, Inc. and
subsidiaries as of May 31, 2010, and the results of their operations and cash
flows for the year ended May 31, 2010 and 2009 in conformity with accounting
principles generally accepted in the United States of America.
 
 These
consolidated financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2 to the consolidated
financial statements, the Company has operating and liquidity concerns, has
incurred an accumulated deficit of approximately $709,835  through the
period ended May 31, 2010. This condition raises substantial doubt about the
Company's ability to continue as a going concern. Management's plans as to these
matters are also described in Note 2. The consolidated financial statements do
not include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and classification of
liabilities that may result from the outcome of these
uncertainties.
 
 Larry
O’Donnell, CPA, P.C.
 August
18, 2010
  16
  ECOLAND
INTERNATIONAL, INC.
 (Formerly
Guano Distributors, Inc.)
 (A
Development Stage Company)
 Consolidated
Balance Sheet
 
 May 31,2010ASSETSCURRENT
      ASSETSCash
                                            
                                            $
                                            38Accounts
      receivable
                                            
                                            
                                            3,508Inventory
                                            
                                            
                                            3,705Total
      Current Assets
                                            
                                            
                                            7,251TOTAL
      ASSETS
                                            
                                            $
                                            7,251LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable and accrued liabilities
                                            
                                            $
                                            71,502Accrued
      liabilities - related parties
                                            
                                            
                                            0Notes
      payable
                                            
                                            
                                            242,198Notes
      payable - related parties
                                            
                                            
                                            161,560Total
      Current Liabilities
                                            
                                            
                                            475,260STOCKHOLDERS'
      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
                                            
                                            
                                            78,650Additional
      paid-in capital
                                            
                                            
                                            166,850Deficit
      accumulated during the development stage
                                            
                                            
                                            (709,835
                                            )Other
      Comprehensive Income
                                            
                                            
                                            (3,674
                                            )Total
      Stockholders' Equity (Deficit)
                                            
                                            
                                            (468,009
                                            )TOTAL
      LIABILITIES AND STOCKHOLDERS'EQUITY
      (DEFICIT)
                                            
                                            $
                                            7,251
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
 
 17
 
 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 31,2010
                                        
                                        
                                        2009
                                        
                                        
                                        2010REVENUES
                                        
                                        $
                                        8,775
                                        
                                        
                                        $
                                        9,360
                                        
                                        
                                        $
                                        64,286COST
      OF GOODS SOLD
                                        
                                        
                                        4,970
                                        
                                        
                                        
                                        3,525
                                        
                                        
                                        
                                        47,398GROSS
      PROFIT
                                        
                                        
                                        3,805
                                        
                                        
                                        
                                        5,835
                                        
                                        
                                        
                                        16,888EXPENSESDepreciation
      and amortization
                                        
                                        
                                        -
                                        
                                        
                                        
                                        337
                                        
                                        
                                        
                                        935General
      and administrative
                                        
                                        
                                        179,702
                                        
                                        
                                        
                                        90,995
                                        
                                        
                                        
                                        583,102Total
      Expenses
                                        
                                        
                                        179,702
                                        
                                        
                                        
                                        91,332
                                        
                                        
                                        
                                        584,037LOSS
      FROM OPERATIONS
                                        
                                        
                                        (175,897
                                        )
                                        
                                        
                                        (85,497
                                        )
                                        
                                        
                                        (567,149
                                        )OTHER
      INCOME (EXPENSES)Currency
      translation adjustment
                                        
                                        
                                        493
                                        
                                        
                                        
                                        3,112
                                        
                                        
                                        
                                        3,605Interest
      expense
                                        
                                        
                                        (68,775
                                        )
                                        
                                        
                                        (31,765
                                        )
                                        
                                        
                                        (146,291
                                        )Total
      Other Expenses
                                        
                                        
                                        (68,282
                                        )
                                        
                                        
                                        (28,653
                                        )
                                        
                                        
                                        (142,686
                                        )NET
      INCOME (LOSS)
                                        
                                        $
                                        (244,179
                                        )
                                        
                                        $
                                        (114,150
                                        )
                                        
                                        $
                                        (709,835
                                        )BASIC
      LOSS PER SHARE
                                        
                                        $
                                        (0.00
                                        )
                                        
                                        $
                                        (0.00
                                        )WEIGHTED
      AVERAGE NUMBER OF SHARES OUSTANDING
                                        
                                        
                                        78,650,000
                                        
                                        
                                        
                                        44,650,000
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
 
 18
 
 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
                                
                                
                                
                                -
                                
                                
                                
                                (29,128
                                )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
                                )
                                
                                
                                (117,561
                                )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
                                
                                
                                
                                -
                                
                                
                                
                                (275,335
                                )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
                                
                                
                                $
                                -
                                
                                
                                $
                                (351,506
                                )Net
      loss for the year ended May 31, 2009
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (114,150
                                )Balance,
      May 31, 2009
                                
                                
                                44,650,000
                                
                                
                                $
                                44,650
                                
                                
                                $
                                90,850
                                
                                
                                $
                                -
                                
                                
                                $
                                (465,656
                                )Common
      shares issued for Notes Payable at $0.005 per share
                                
                                
                                18,000,000
                                
                                
                                
                                18,000
                                
                                
                                
                                72,000
                                
                                
                                
                                -
                                
                                
                                
                                -Common
      shares issued for services at $0.002 per share
                                
                                
                                4,000,000
                                
                                
                                
                                4,000
                                
                                
                                
                                4,000
                                
                                
                                
                                -
                                
                                
                                
                                -Common
      shares issued for services at $0.001 per share
                                
                                
                                12,000,000
                                
                                
                                
                                12,000
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -Net
      loss for the year ended May 31, 2010
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                -
                                
                                
                                
                                (244,179
                                )Balance,
      May 31, 2010
                                
                                
                                78,650,000
                                
                                
                                
                                78,650
                                
                                
                                
                                166,850
                                
                                
                                
                                -
                                
                                
                                
                                (709,835
                                )
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
  19
  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 31,2010
                              
                              
                              2009
                              
                              
                              2010CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                              
                              $
                              (244,179
                              )
                              
                              $
                              (114,150
                              )
                              
                              $
                              (709,834
                              )Adjustments
      to reconcile net loss to net cash used by operating
      activities:Depreciation
      and amortization
                              
                              
                              -
                              
                              
                              
                              337
                              
                              
                              
                              2,996Common
      stock issued for Notes Payable
                              
                              
                              98,000
                              
                              
                              
                              -
                              
                              
                              
                              98,000Common
      stock issued for Services
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              53,000Other
      comprehensive income
                              
                              
                              (5,171
                              )
                              
                              
                              1,497
                              
                              
                              
                              (5,171
                              )Accrued
      Services by Officers & Directors
                              
                              
                              123,600
                              
                              
                              
                              -
                              
                              
                              
                              138,085Changes
      in operating assets and liabilitiesDecrease  in
      accounts receivable
                              
                              
                              1,551
                              
                              
                              
                              (325
                              )
                              
                              
                              (3,508
                              )Increase
      in Inventory
                              
                              
                              (3,705
                              )
                              
                              
                              0
                              
                              
                              
                              (3,705
                              )Increase
      in accounts payable and accrued expenses
                              
                              
                              20,056
                              
                              
                              
                              (1,146
                              )
                              
                              
                              71,502Net
      Cash Used by Operating Activities
                              
                              
                              (9,848
                              )
                              
                              
                              (113,787
                              )
                              
                              
                              (358,635
                              )CASH
      FLOWS FROM INVESTING ACTIVITIESPurchase
      of fixed assets
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (1,525
                              )Net
      Cash Used by Investing Activities
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (1,525
                              )CASH
      FLOWS FROM FINANCING ACTIVITIESCommmon
      stock issued for cash
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              80,015Proceeds
      from issuance of notes payable
                              
                              
                              5,635
                              
                              
                              
                              78,749
                              
                              
                              
                              242,198Proceeds
      from issuance of notes payable - related parties
                              
                              
                              4,089
                              
                              
                              
                              35,187
                              
                              
                              
                              37,960Net
      Cash Provided by Financing Activities
                              
                              
                              9,724
                              
                              
                              
                              113,936
                              
                              
                              
                              360,173NET
      DECREASE IN CASH
                              
                              
                              (124
                              )
                              
                              
                              149
                              
                              
                              
                              13CASH
      AT BEGINNING OF PERIOD
                              
                              
                              162
                              
                              
                              
                              13
                              
                              
                              
                              -CASH
      AT END OF PERIOD
                              
                              $
                              38
                              
                              
                              $
                              162
                              
                              
                              $
                              13
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
 20
 ECOLAND
INTERNATIONAL, INC.
 (Formerly
Guano Distributors, Inc.)
 (A
Development Stage Company)
 Notes
to the Consolidated Financial Statements
 
 NOTE 1
-         ORGANIZATION AND SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
 
 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.
 
 The
Company is currently in the process of formulating business and strategic plans
to process, package and market the guano worldwide from the deposits in Angola
and Mozambique.
 
 The
Company has not achieved significant revenues and is a development stage
company.
 
 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, 2010.  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.
 
 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.
  21
  ECOLAND
INTERNATIONAL, INC.
 (Formerly
Guano Distributors, Inc.)
 (A
Development Stage Company)
 Notes
to the Consolidated Financial Statements
 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
 
 Advertising
costs are 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.
 
 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 312010
                      
                      
                      2009Deferred
      tax assetsNOL
      Carryover
                      
                      $
                      158,737
                      
                      
                      $
                      158,737Valuation
      allowance
                      
                      
                      (158,737
                      )
                      
                      
                      (158,737
                      )Net
      deferred tax asset
                      
                      $
                      -
                      
                      
                      $
                      -
 
 22
  ECOLAND
INTERNATIONAL, INC.
 (Formerly
Guano Distributors, Inc.)
 (A
Development Stage Company)
 Notes
to the Consolidated Financial Statements
 
 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 31,2009
                      
                      
                      2008Book
      income (loss)
                      
                      $
                      (44,519
                      )
                      
                      $
                      (44,519
                      )Common
      stock issued for services
                      
                      
                      -
                      
                      
                      
                      -Foreign
      subsidiary losses
                      
                      
                      -
                      
                      
                      
                      -Valuation
      allowance
                      
                      
                      44,519
                      
                      
                      
                      44,519$
                      -
                      
                      
                      $
                      -
 
 At May
31, 2010, the Company had net operating loss carry forwards of approximately
$290,000 that may be offset against future taxable income through the year
2028.  No tax benefit has been reported in the May 31, 2010 financial
statements since the potential tax benefit is offset by a valuation allowance of
the same amount.
 
 Due to
the change in ownership provisions of the Tax Reform Act of 1986, net operating
loss carry forwards for Federal income tax reporting purposes are subject to
annual limitations.  Should a change in ownership occur, net operating
loss carry forwards may be limited as to use in the future.
 
 In June
2006, the Financial Accounting Standards Board (FASB) issued interpretation No.
48 - Accounting for Uncertainty in Income Taxes (FIN48).  FIN 48 calls for
the recognition and measurement of tax positions taken or expected to be taken
by U.S. companies.  It is effective for fiscal years beginning after
December 15, 2006.
 
 The
Company also recognizes and follows the Income Tax Act No 58 of 1962 (as
amended) in South Africa.
 
 Recently Issued Accounting
Pronouncements
  New
accounting rules and disclosure requirements can significantly impact our
reported results and the comparability of our financial statements. We believe
the following new accounting pronouncements are relevant to our financial
statements.
  On
June 1, 2008, we adopted the authoritative guidance issued by the Financial
Accounting Standards Board (“FASB”) on fair value measurements, which provides a
common definition of fair value, establishes a uniform framework for measuring
fair value and requires expanded disclosures about fair value measurements. On
June 1, 2009, we implemented the previously deferred provisions of this
guidance for non-financial assets and liabilities recorded at fair value, as
required. The adoption of this new guidance had no impact on our financial
statements.
  In
December 2007, the FASB issued authoritative guidance on business
combinations and the accounting and reporting for non-controlling interests
(previously referred to as minority interests). This guidance significantly
changed the accounting for and reporting of business combination transactions,
including non-controlling interests. For example, the acquiring entity is now
required to recognize the full fair value of assets acquired and liabilities
assumed in the transaction, and the expensing of most transaction and
restructuring costs is now required. This guidance became effective for us
beginning June 1, 2009 and had no material impact on our financial
statements because we have not had any significant business combinations since
that date.
  In
April 2009, the FASB issued new accounting guidance related to interim
disclosures about the fair value of financial instruments. This guidance
requires disclosures about the fair value of financial instruments for interim
reporting periods in addition to annual reporting periods and became effective
for us beginning with the first quarter of fiscal year 2010.
  23
  ECOLAND
INTERNATIONAL, INC.
 (Formerly
Guano Distributors, Inc.)
 (A
Development Stage Company)
 Notes
to the Consolidated Financial Statements
  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 guano supply
agreements.  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.
 
 NOTE 3
-         COMMON STOCK
 
 During
the year ended May 31, 2006, the Company issued 20,000,000 shares to Capital
Sense Limited 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 ending May 31,2010 the Company issued
4,000,000 to Mr. R. Russell for services performed under a consulting agreement,
the shares were issued at $0.005 an amount of $8,000.
 
 During
the year ended May 31, 2005, the Company issued 20,000,000 shares of common
stock to Mr. David Wallace. The stock 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.
 
 The
Company issued 12,000,000 shares to Mr. Wallace during the year ended May 31,
2010, the shares were issued in settlement of part of accrued salary at par
value.
 
 24
  ECOLAND
INTERNATIONAL, INC.
 (Formerly
Guano Distributors, Inc.)
 (A
Development Stage Company)
 Notes
to the Consolidated Financial Statements
  NOTE
4  -        NOTES
PAYABLE
 
 At May
31, 2010, the Company had notes payable totaling $242,198.  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.
 
 Included
in Notes Payable are three notes each with a combined value
of  $108,392 as at May 31, 2010, these Notes are convertible notes
that were issued on December 16, 2006 with a maturity of one year and expired on
December 15, 2007. These two notes were recorded with SEC on August 14, 2007.
During the year the Company settled  $90,000 of the notes by issuing
18,000,000 shares of common stock at $.005 per share. The outstanding notes will
be converted during the quarter ending August 2010.
 
 NOTE 5
-         NOTES PAYABLE – RELATED
PARTIES
 
 At May
31, 2010, the Company had notes payable to related parties totaling
$161,560.  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.


25





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





There
have been no changes in our independent accountant, Larry O’Donnell, CPA. There
are currently no outstanding disagreements with the independent
accountant.





ITEM
9A(T). CONTROLS AND PROCEDURES.





Disclosure Controls and
Procedures





Based on
an evaluation as of the date of the end of the period covered by report, our
Chief Executive Officer and Chief Financial Officer, conducted an evaluation of
the effectiveness of the design and operation of our disclosure controls and
procedures, as required by Exchange Act Rule 13a-15. Based on that evaluation,
our Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures were effective as of the end of the period
covered by this report 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 by the
SEC’s rules and forms.




Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the SEC’s rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in our
reports filed under the Exchange Act is accumulated and communicated to
management, including our Chief Executive Officer and our Chief Financial
Officer, to allow timely decisions regarding required disclosure.




Management’s Annual Report on Internal Control Over
Financial Reporting




Management
is responsible for establishing and maintaining adequate internal control over
financial reporting, as defined in Exchange Act Rule 13a-15(f). The Company’s
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 of
America.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. 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.





Under the
supervision and with the participation of management, including the Chief
Executive Officer and Chief Financial Officer, the Company conducted an
evaluation of the effectiveness of the Company’s internal control over financial
reporting based on the framework in “Internal Control - Integrated
Framework” issued by the Committee of Sponsoring Organizations of the
Treadway Commission ("COSO").





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:


26




·
                      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.





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. Not
applicable.


27


PART III





ITEM
10.       DIRECTORS AND EXECUTIVE
OFFICERS.





Identify of directors and
executive officers





Our
current directors and executive officers are as follows:





Name
                              
                              Age
                              
                              Position with the
      Company
                              
                              Director
      SinceDavid
      A. Wallace
                              
                              49
                              
                              President,
      Chief Executive Officer,  Chief Financial Officer, Secretary,
      Treasurer
                                and
      a Director
                              
                              2005





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





Term of Office





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





Background and Business
Experience





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




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




Identify Significant
Employees




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




Family
Relationship





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


28





Involvement in Certain Legal
Proceedings





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





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





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





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





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





Audit Committee and Audit
Committee Financial Expert





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





Code of
Ethics





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





Compliance with Section
16(a) of the Exchange Act





Section 16(a) of the Securities
Exchange Act of 1934 requires the Corporation's executive officers and directors
and holders of greater than 10% of our outstanding common stock to file initial
reports of their ownership of our equity securities and reports of changes in
ownership with the Securities and Exchange Commission.  We believe
that all Section 16(a) filing requirements were complied with in the fiscal year
ended May 31, 2010, except as set forth below:





David A.
Wallace


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


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


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


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




Capital
Sense LTD


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


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


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


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




29




All
delinquent forms will be filed as soon as practicable.




ITEM
11.       EXECUTIVE COMPENSATION





The table set forth below summarizes
the annual and long-term compensation for services in all capacities to us
payable to our executive officers during the years ending May 31, 2010 and
2009.





Summary Compensation
Table




Name
                        and
                        Principal
                        Position
                      
                      Fiscal
                        Year
                        Ended
                        3/31
                      
                      Salary
                        ($)
                      
                      
                      Bonus
                        ($)
                      
                      
                      Stock
                        Awards
                        ($)
                      
                      
                      Option
                        Awards
                        ($)
                      
                      
                      Non-Equity
                        Incentive
                        Plan
                        Compensation
                        ($)
                      
                      
                      Nonqualified
                        Deferred
                        Compensation
                        Earnings
                        ($)
                      
                      
                      All Other
                        Compensation
                        ($)
                      
                      
                      Total
                        ($)David
      Wallace
                        (1)
                      
                      2010
                      
                      $
                      108,000
                      
                      
                      
                      
                      
                      $
                      12,000
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      $
                      120,0002009
                      
                      $
                      2,000
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      $
                      2,000




Narrative
Disclosure to Summary Compensation Table





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





Outstanding
Equity Awards at Fiscal Year-End





No named
Executive Officer received any equity awards, or holds exercisable or
unexercisable options, as of the years ended May 31, 2010 and 2009.





Compensation
of Directors





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





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





Security
Ownership of Certain Beneficial Owners





The
following table sets forth the amount and nature of beneficial ownership of any
class of the Company’s voting securities of any person known to the Company to
be the beneficial owner of more than five percent, as of the close of business
on May 31, 2010.


30





Title of
                                    Class
                                  
                                  Name and
                                    Address of
                                    Beneficial
                                    Owner
                                  
                                  Amount and
                                    Nature of
                                    Beneficial
                                    Owner(1)
                                  
                                  Percent of
                                    ClassCommon
      Stock
                                  
                                  David
      A. Wallace
                                    c/o
      Ecoland International, Inc.
                                    4909
      West Joshua Boulevard, Suite 1059, Chandler, Arizona 85226
                                  
                                  
                                  32,000,000
                                  
                                  
                                  36.1
                                  %Total
      of all executive officers and directors
                                  
                                  
                                  32,000,000
                                  
                                  
                                  36.1
                                  %Beneficial
      Shareholders greater than 5%Common
      Stock
                                  
                                  Capital
      Sense Limited
                                    c/o
      Ecoland International, Inc.
                                    4909
      West Joshua Boulevard, Suite 1059, Chandler, Arizona 85226
                                  
                                  
                                  20,000,000
                                  
                                  
                                  22.6
                                  %Common
      Stock
                                  
                                  Raymond
      Russell
                                    36
      Innisfree Park
                                    Newry
      Co, Down
                                    Ireland
                                  
                                  
                                  6,000,000
                                  
                                  
                                  6.77
                                  %Common
      Stock
                                  
                                  Stephen
      Treanor
                                    6
      Carriffvale Dublin Road
                                    Newry
      Co, Down
                                    Ireland
                                  
                                  
                                  6,000,000
                                  
                                  
                                  6.77
                                  %Common
      Stock
                                  
                                  Donna
      Boyle
                                    25
      Oaklands, Warren Point Rd.,
                                    Newry
      Co, Down
                                    Ireland
                                  
                                  
                                  6,000,000
                                  
                                  
                                  6.77
                                  %Total
      of Beneficial Owners
                                  
                                  
                                  38,000,000
                                  
                                  
                                  42.91
                                  %





(1)
            Applicable
      percentage of ownership is based on 78,650,000 shares of common stock
      outstanding on May 31, 2010. Percentage ownership is determined based on
      shares owned together with securities exercisable or convertible into
      shares of common stock within 60 days of May 31, 2010 for each
      stockholder. Beneficial ownership is determined in accordance with the
      rules of the SEC and generally includes voting or investment power with
      respect to securities.  Shares of common stock subject to
      securities exercisable or convertible into shares of common stock that are
      currently exercisable or exercisable within 60 days of May 31, 2010 are
      deemed to be beneficially owned by the person holding such securities for
      the purpose of computing the percentage of ownership of such person, but
      are not treated as outstanding for the purpose of computing the percentage
      ownership of any other person.  Our common stock is our only
      issued and outstanding class of securities eligible to
    vote.





Security
Ownership of Management





The
following table sets forth the amount and nature of beneficial ownership of any
class of the Company’s voting securities of all of the Company’s directors and
nominees and “named executive officers” as such term is defined in Item
402(a)(3) of Regulation S-K, as of the close of business on May 31,
2010.





Title of
                            Class
                          
                          Name of Beneficial
                            Owner
                          
                          Amount and
                            Nature of
                            Beneficial
                            Ownership
                          
                          
                          Percent of
                            ClassCommon
      Stock
                          
                          David
      A. Wallace (1)
                          
                          
                          32,000,000
                          
                          
                          
                          36.1
                          %Common
      Stock
                          
                          Directors
      and Officers as a Group
                          
                          
                          32,000,000
                          
                          
                          
                          36.1
                          %





Narrative toSecurity
Ownership of Management Table





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





Changes
in Control.





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


31




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





Director
Independence





None.





Related
Party Transactions





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




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




Ÿ           disclosing
such transactions in reports where required;


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


Ÿ           obtaining
disinterested directors consent; and


Ÿ           obtaining
shareholder consent where required.





ITEM
      14.
            PRINCIPAL
      ACCOUNTANT FEES AND SERVICES.





Year Ended
                                  May 31, 2010
                                
                                
                                Year Ended
                                  May 31, 2009Audit
      fees
                                
                                $
                                12,000
                                
                                
                                $
                                10,500Audit-related
      fees
                                
                                $
                                nil
                                
                                
                                $
                                nilTax
      fees
                                
                                $
                                nil
                                
                                
                                $
                                nilAll
      other fees
                                
                                $
                                nil
                                
                                
                                $
                                nilTotal
                                
                                $
                                12,000
                                
                                
                                $
                                10,500




Audit
Fees





During
the fiscal year ended May 31, 2010, we incurred approximately $12,000 in fees to
our principal independent accountants for professional services rendered in
connection with the audit and reviews of our financial statements for fiscal
year ended May 31, 2010.





During
the fiscal year ended May 31, 2009, we incurred approximately $10,500 in fees to
our principal independent accountants for professional services rendered in
connection with the audit and reviews of our financial statements for fiscal
year ended May 31, 2009.





Audit-Related
Fees





The fees
billed by Larry O’Donnell, CPA 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, 2010 and May 31, 2009
were $0 and $0, respectively.





Tax
Fees





There
were no fees billed Larry O’Donnell, CPA 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, 2010 and May 31,
2009.





All
Other Fees





There were no other fees billed by
Larry O’Donnell, CPA, for professional services rendered, other than as stated
under the captions Audit Fees, Audit-Related Fees and Tax Fees.


32





Our board of directors considers the
provision of these services to be compatible with maintaining the independence
of Larry O’Donnell. In the past, our board of directors has reviewed and
approved the fees to be paid to Larry O’Donnell, CPA. 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.


33


PART IV


ITEM
15.       EXHIBITS.




(a)           Documents
filed as part of this Report.





1.           
Financial
Statements.  The Consolidated Balance Sheet of Ecoland
International, Inc., and subsidiaries as of May 31, 2010 and 2009, the
Consolidated Statements of Operations for the year ended May 31, 2010 and
2009, the Consolidated Statements Stockholders’ Equity (Deficit) from inception
of development  stage to May 31, 2010, and Statements of Cash
Flows for the year ended May 31, 2010, and together with the notes thereto
and the report of Larry O’Donnell, CPA thereon appearing in Item 8 are
included in this 2010 Annual Report on Form 10-K.





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


ExhibitNumber
                  
                  Description
      of Exhibit
                  
                  Filing3.1
                  
                  Amended
      and Restated Articles of Incorporation
                  
                  Filed
      with the SEC on February 1, 2007 as part of our Registration Statement on
      Form SB-2.3.2
                  
                  Certificate
      of Amendment to Articles of Incorporation
                  
                  Filed
      with the SEC on February 1, 2007 as part of our Registration Statement on
      Form SB-2.3.3
                  
                  Bylaws
                  
                  Filed
      with the SEC on February 1, 2007 as part of our Registration Statement on
      Form SB-2.10.1
                  
                  Employment
      Agreement between the Company and David A. Wallace
                  
                  Filed
      with the SEC on December 30, 2009as part
      of our Quarterly Report on Form 10-Q.10.2
                  
                  Settlement
      Agreement between the Company and Raymond Russell dated December 15,
      2009
                  
                  Filed
      herewith.10.3
                  
                  Settlement
      Agreement between the Company and Stephen Treanor dated December 15,
      2009
                  
                  Filed
      herewith.10.4
                  
                  Settlement
      Agreement between the Company and Donna Boyle dated December 15,
      2009
                  
                  Filed
      herewith.10.5
                  
                  Consulting
      Agreement between the Company and Robert Russell dated June 1,
      2009
                  
                  Filed
      herewith.14.1
                  
                  Code
      of Ethics
                  
                  Filed
      with the SEC on September 15, 2008 as part of our Annual Report on Form
      10-K.31.1
                  
                  Certification
      of Principal Executive Officer Pursuant to Rule 13a-14
                  
                  Filed
      herewith.31.2
                  
                  Certification
      of Principal Financial Officer Pursuant to Rule 13a-14
                  
                  Filed
      herewith.32.1
                  
                  CEO
      and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley
      Act
                  
                  Filed
      herewith.




34


SIGNATURES





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





ECOLAND
      INTERNATIONAL, INC.Dated:  September
      4, 2010
              s/ David
      WallaceBy:
      David A. WallaceIts:
      President and Principal Executive OfficerDated:
      September 4, 2010
              s/ David
      WallaceBy:
      David A. WallaceIts:  Chief
      Financial Officer and Principal Accounting
  Officer





35