SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549











FORM
10-K




(Mark
One)




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




For the
fiscal year ended May 31, 2009.




or




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




For the
transition period from _______________ to _______________.




Commission
File No. 333-140396




ECOLAND
INTERNATIONAL, INC.


(Exact
name of issuer as specified in its charter)





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





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





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





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




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




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




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




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




Large
      accelerated filer o
            Accelerated
      filer oNon-accelerated
      filer o
              (Do
      not check if a smaller reporting company)
            Smaller
      reporting company x




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




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




Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock as of May 31, 2009: 44,650,000.




Documents
incorporated by reference: None.








TABLE
OF CONTENTS





Item
      1.
                Business
                
                3Item
      1A.
                Risk
      Factors
                
                7Item
      1B.
                Unresolved
      Staff Comments
                
                11Item
      2.
                Properties
                
                11Item
      3.
                Legal
      Proceedings
                
                11Item
      4.
                Submission
      of Matters to a Vote of Security Holders
                
                11Item
      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
                
                16Item
      8.
                Financial
      Statements and Supplementary Data
                
                17Item
      9.
                Changes
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure
                
                17Item
      9A.
                Controls
      and Procedures
                
                17Item
      9A(T).
                Controls
      and Procedures
                
                18Item
      9B.
                Other
      Information
                
                19Item
      10.
                Directors,
      Executive Officers and Corporate Governance
                
                19Item
      11.
                Executive
      Compensation
                
                21Item
      12.
                Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                
                23Item
      13.
                Certain
      Relationships and Related Transactions, and Director
      Independence
                
                24Item
      14.
                Principal
      Accounting Fees and Services
                
                24Item
      15.
                Exhibits,
      Financial Statement Schedules
                
                25


2





PART
I





Item 1.
            Business.




Overview




Ecoland
International, Inc. is in the business of developing Dry Bar Cave Bat Guano from
deposits in Angola/Mozambique as an organic fertilizer for use in organic
farming.




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




With the
expansion of organic farming, and the increased demand for organically grown
fruits and vegetables from consumers in South Africa, Europe, and the United
States, bat guano fertilizer is once again becoming a valuable commodity. We
believe the dry bar bat guano found on the Sociaf (See History for Angolan
connection) properties in Angola is some of the freshest dry bar cave bat guano
in the world, since the guano has not been used for any purpose for over a
quarter of a century, when it was first discovered.




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




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




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


3





History




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




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




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




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




On May
11, 2005, Guano Distributors (Pty) Ltd. executed two non-exclusive letter
agreements with Sociaf, LDA, an Angolan company, which provided Ecoland with the
non-exclusive right to distribute Sociaf’s dry bar cave bat guano in the United
States, Europe, South Africa, Asia and the Middle East. Our distribution rights
have a lifespan of three years beginning May 11, 2005, and are renewable for
three year periods thereafter, upon agreement by the parties. Our pre-existing
distribution rights for Africa continued, even though not mentioned in the
written May 11, 2005 letter agreements.




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




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




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


4





We
currently market and sell the dry bar cave bat guano, which we are licensed to
distribute, in Europe, mainly the United Kingdom, and in South Africa. The
logistics of distribution have been arranged in such a way that the bat guano is
transported, using local trucking contractors, to shipping ports in Angola, and
shipped via cargo ships. There are no contracts between Ecoland and shipping
lines, presently. However, we intend to approach shipping lines to obtain
contracts once sufficient volume of bat guano sales has been
achieved.




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




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




Industry
Overview




Market
Analysis




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




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




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





Competition




The
worldwide market for organic fertilizers is limited more by supply than it is by
demand and as fossil fuel prices continue to rise, so will the price of fossil
fuel based fertilizers. That is, for the energy required to produce chemical
based fertilizers, such as nitrogen and the by-products of fossil fuel
processing, comparative analyses of organic farming show that it requires about
half the amount of energy to produce the same quantity of food. Source,
http://www.energybulletin.net/19160.html.


5





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




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




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




Sales
& Marketing/Customers




The
Company continues to research markets for customers and distributors for
“Ecoland” Bat Guano and although there has been limited success in selling the
product in the United Kingdom, the Company continues to be limited in its
marketing and sales objectives by a lack of working capital.




Regulation




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





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




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




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





Patents,
Trademarks and Copyrights





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


6





Employees




As of May 31, 2009, the company had one
fulltime employee, Mr. DA.Wallace.





Research
and Development Costs




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





Item 1A.
            Risk
    Factors.





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 prospectus. If any of the risks discussed in this prospectus 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 prospectus 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, 2009, we incurred a net loss of $114,150, compared
to a net loss of $76,171 for the fiscal year ended May 31, 2008. 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.


7





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:





Strategic Risk.




Competitor’s 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 which 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:




·
            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.




·
            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.




·
            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.


8





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 A-/Stable/A-2 BBB/Stable/A-3. 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 no sovereign
rating. However, Angola has a fast-growing economy largely due to a major oil
boom, but it also ranks in the bottom 10 of most socioeconomic 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, labeling, plastic containers, efficient transport, good
communications in a reasonable cost environment. We aim to be mainly export
orientated and the most critical part of this is meeting the export and local
customers’ requirements of timely delivery. From South Africa, we can do this
because of the established infrastructure.




Risks
Relating to Our Stock




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




The
following factors may add to the volatility in the price of our common stock:
actual or anticipated variations in our quarterly or annual operating results;
government regulations, announcements of significant acquisitions, strategic
partnerships or joint ventures; our capital commitments; and additions or
departures of our key personnel. Many of these factors are beyond our control
and may decrease the market price of our common stock, regardless of our
operating performance. We cannot make any predictions or projections as to what
the prevailing market price for our common stock will be at any time, including
as to whether our common stock will sustain its price of $0.02 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 90 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 own in the aggregate 40,000,000 shares of our common
stock, which represent approximately 90 percent of our issued and outstanding
common stock as of the date of this prospectus. The result of the ownership of
our common stock by Messrs. Wallace and Capital sense 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.


9





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. From inception until November
18, 2009, we issued no shares to reduce our debt obligations.




From
inception until May 31, 2009, we issued a total of 20,000,000 shares of our
common stock to Mr. Russell 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.




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.





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 which
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.


10





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.




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




Item 3.
            Legal
      Proceedings.




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




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




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




None.




PART
II




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




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




Dividend
Policy




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





Recent
Sales of Unregistered Securities




None.


11





Item 6.
            Selected Financial
      Data.




Not
applicable.




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




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




Cautionary
Statement Concerning Forward-Looking Statements




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




Year
Ended May 31, 2009 as Compared to the Year Ended May 31, 2008




Net
Revenues




Net
revenues for the year ended May 31, 2009 were $9,360 compared to $14,676 for the
year ended May 31, 2008. 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, 2009 were $3,525 compared to $7,928 for the year ended May 31, 2008. The
decline in the cost of goods sold is in due to the decline in net revenues. The
Gross profit percentage was 62%for the period compared to 46% for the period
ended May 31, 2008. The improvement in Gross profit was due mainly to higher
prices achieved on export sales.





Operating
Expenses




Operating
expenses for the year ended May 31, 2009 was $91,332 compared to $61,146 for the
year ended May 31, 2008. The increase was due in part to an increase in general
and administrative expenses in the amount of $30,186 ($90,995 for the year ended
May 31, 200 compared to $91,146 for the year ended May 31, 2008), primarily
attributed to an increase in legal and accounting fees arising in part to the
preparation of submissions to the Financial Regulatory Authority. The Company
wrote off the balance of the fixed assets, as the amount was considered
immaterial in the amount of $337. No capital expenditure took place during the
year.


12





Interest
expense for the period ending May 31, 2009 $28,653 compared to $21,547 for May
31, 2008. The increase in interest expense reflects a higher level of debt in
the Company.




Net
Loss




Net loss
for the year ended May 31, 2009 was $114,150 compared to $76,171 for the year
ended May 31, 2008. This change was due  to an increase in  general
and administrative expenses with a higher interest paid charge.




Liquidity
and Capital Resources




As of May
31, 200, our current assets were $5,221 and current liabilities were $333,880.
Our stockholder's deficit at May 31, 20087 was $328,659. We had a net usage of
cash by operating activities for the twelve months periods ended May 31, 2009
and 2008 of $113,787 and $24,617 respectively.




We had
net cash provided by financing activities of $113,936 for the period ending May
31, 2009 compared to $20,089for the period ended May 31, 2008. The company
has been unable to raise funds through the issue of shares or through borrowings
primarily due to its failure to meet initial Shareholder objectives of obtaining
a listing on the Nasdaq Bulletin Board, along with a decline in liquidity and
lending in markets arising from the world financial crisis.





Material
Agreements





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




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




Critical
Accounting Policies




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




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


13





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




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




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




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




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




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 SFAS 157, “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. There is a one-year deferral of the adoption of the standard as it
relates to nonfinancial assets and liabilities. Therefore, the adoption of SFAS
157 had no impact on our financial statements at June 1, 2008.





In
December 2007, the FASB issued SFAS 141R, “Business Combinations,” and SFAS
160, “Noncontrolling Interests in Consolidated Financial Statements, an
amendment of Accounting Research Bulletin (“ARB”) No. 51.” These new
standards significantly change the accounting for and reporting of business
combination transactions, including noncontrolling interests (previously
referred to as minority interests). For example, these standards require the
acquiring entity to recognize the full fair value of assets acquired and
liabilities assumed in the transaction and require the expensing of most
transaction and restructuring costs. Both standards are effective for us
beginning June 1, 2009 and are applicable only to transactions occurring
after the effective date.


14





In
April 2009, the FASB issued FSP No. 107-1 and Accounting Principles
Board Opinion (“APB”) No. 28-1, “Interim Disclosures about Fair Value of
Financial Instruments.” This FSP and APB amends SFAS 107, “Disclosures about
Fair Value of Financial Instruments,” to require disclosures about the fair
value of financial instruments for interim reporting periods in addition to
annual reporting periods. This FSP and APB will be effective for our first
quarter of fiscal year 2010.




In
May 2009, the FASB issued SFAS No. 165, “Subsequent Events,” which
establishes general standards of accounting for and disclosures of events that
occur after the balance sheet date but before financial statements are issued or
are available to be issued. This standard will require us to disclose the date
through which we have evaluated subsequent events and the basis for that date.
This standard will be effective for our first quarter of fiscal year
2010.





In
May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial
Guarantee Insurance Contracts-and interpretation of FASB Statement No.
60”.SFAS
No. 163 clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement of  premium revenue
and claims liabilities. This statement also requires expanded disclosures about
financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal
years beginning on or after December 15, 2008, and interim periods within those
years. SFAS No. 163 has no effect on the Company’s financial position,
statements of operations, or cash flows at this time.





In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally
Accepted Accounting Principles”.SFAS No. 162 sets forth
the level of authority to a given accounting pronouncement or document by
category. Where there might be conflicting guidance between two categories, the
more authoritative category will prevail. SFAS No. 162 will become effective 60
days after the SEC approves the PCAOB’s amendments to AU Section 411 of the
AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s
financial position, statements of operations, or cash flows at this
time.





In March
2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161,
Disclosures about Derivative
Instruments and Hedging Activities—an amendment of FASB Statement No. 133.This standard requires companies to provide enhanced disclosures about
(a) how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under Statement 133 and
its related interpretations, and (c) how derivative instruments and related
hedged items affect an entity’s financial position, financial performance, and
cash flows. This Statement is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008, with early
application encouraged. The Company has not yet adopted the provisions of SFAS
No. 161, but does not expect it to have a material impact on its consolidated
financial position, results of operations or cash flows.





In
December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding
the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in
developing an estimate of expected term of "plain vanilla" share options in
accordance with SFAS No. 123 (R), Share-Based Payment.  In
particular, the staff indicated in SAB 107 that it will accept a company's
election to use the simplified method, regardless of whether the company has
sufficient information to make more refined estimates of expected term. At the
time SAB 107 was issued, the staff believed that more detailed external
information about employee exercise behavior (e.g., employee exercise patterns
by industry and/or other categories of companies) would, over time, become
readily available to companies. Therefore, the staff stated in SAB 107 that it
would not expect a company to use the simplified method for share option grants
after December 31, 2007. The staff understands that such detailed information
about employee exercise behavior may not be widely available by December 31,
2007. Accordingly, the staff will continue to accept, under certain
circumstances, the use of the simplified method beyond December 31, 2007. The
Company currently uses the simplified method for “plain vanilla” share options
and warrants, and will assess the impact of SAB 110 for fiscal year 2010. It is
not believed that this will have an impact on the Company’s consolidated
financial position, results of operations or cash flows.


15





In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51.  This
statement amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. Before this statement was issued,
limited guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as liabilities or
in the mezzanine section between liabilities and equity. This statement improves
comparability by eliminating that diversity. This statement is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008 (that is, January 1, 2009, for entities with calendar
year-ends). Earlier adoption is prohibited. The effective date of this statement
is the same as that of the related Statement 141 (revised 2007). The Company
will adopt this Statement beginning March 1, 2009. It is not believed that this
will have an impact on the Company’s consolidated financial position, results of
operations or cash flows.





In
December 2007, the FASB, issued FAS No. 141 (revised 2007), Business Combinations.’This
Statement replaces FASB Statement No. 141, Business Combinations, but
retains the fundamental requirements in Statement 141.  This Statement
establishes principles and requirements for how the acquirer: (a) recognizes and
measures in its financial statements the identifiable assets acquired, the
liabilities assumed, and any noncontrolling interest in the acquiree; (b)
recognizes and measures the goodwill acquired in the business combination or a
gain from a bargain purchase; and (c) determines what information to disclose to
enable users of the financial statements to evaluate the nature and financial
effects of the business combination. This statement applies prospectively to
business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after December
15, 2008. An entity may not apply it before that date. The effective date of
this statement is the same as that of the related FASB Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements.  The Company will adopt this
statement beginning March 1, 2009. It is not believed that this will have an
impact on the Company’s consolidated financial position, results of operations
or cash flows.





In
February 2007, the FASB, issued SFAS No. 159,The Fair Value Option for Financial
Assets and Liabilities—Including an Amendment of FASB Statement No.
115.  This standard permits an entity to choose to measure many financial
instruments and certain other items at fair value. This option is available to
all entities. Most of the provisions in FAS 159 are elective; however, an
amendment to FAS 115 Accounting for Certain Investments
in Debt and Equity Securities applies to all entities with available for
sale or trading securities. Some requirements apply differently to entities that
do not report net income. SFAS No. 159 is effective as of the beginning of an
entities first fiscal year that begins after November 15, 2007. Early adoption
is permitted as of the beginning of the previous fiscal year provided that the
entity makes that choice in the first 120 days of that fiscal year and also
elects to apply the provisions of SFAS No. 157 Fair Value
Measurements.  The Company will adopt SFAS No. 159 beginning
March 1, 2008 and is currently evaluating the potential impact the adoption of
this pronouncement will have on its consolidated financial
statements.




Off-Balance
Sheet Arrangements




Ecoland
does not have any off-balance sheet arrangements.




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




Not
applicable.


16


Item 8.
            Financial Statements and
      Supplementary Data.





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




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




On August
6, 2009, Board of Directors of the Registrant dismissed Moore & Associates
Chartered, its independent registered public account firm. On the same date,
August 6, 2009, the accounting firm of Larry O Donnell CPA, CPAs was engaged as
the Registrant’s new independent registered public account firm. The Board of
Directors of the Registrant and the Registrant's Audit Committee approved of the
dismissal of Moore & Associates Chartered and the engagement of Larry O
Donnell CPA, CPAs as its independent auditor. None of the reports of Moore &
Associates Chartered on the Company's financial statements for either of the
past two years or subsequent interim period contained an adverse opinion or
disclaimer of opinion, or was qualified or modified as to uncertainty, audit
scope or accounting principles, except that the Registrant's audited financial
statements contained in its Form 10-K for the fiscal year ended May 31, 2009 a
going concern qualification in the registrant's audited financial
statements.





The new
registered public accounting firm will perform a review Ecoland International,
Inc quarterly returns for the quarters ending February and August, 2009, an
audit of the year end May 31, 2009 and a re-audit of the comparative figures for
the corresponding period along with any notes to the Financial
Statements.





The
Public Company Accounting Oversight Board (PCAOB) revoked the registration of
Moore & Associates, Chartered on August 27, 2009 because of violations of
PCAOB rules and auditing standards in auditing the financial statements, PCAOB
rules and quality control standards, and Section 10(b) of the Securities
Exchange Act of 1934 and Rule 10b-5 thereunder, and noncooperation with a Board
investigation.





During
the registrant's two most recent fiscal years and the subsequent interim periods
thereto, there were no disagreements with Moore and Associates, Chartered
whether or not resolved, on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which, if not
resolved to Moore and Associates, Chartered's satisfaction, would have caused it
to make reference to the subject matter of the disagreement in connection with
its report on the registrant's financial statements.





The
registrant has requested that Moore and Associates, Chartered furnish it with a
letter addressed to the Securities and Exchange Commission stating whether it
agrees with the above statements. We have been unable to obtain this letter to
date.





On
August 6 2009, the registrant engaged Larry O Donnell CPA, CPAs as
its  independent accountant. During the two most recent fiscal years
and the interim periods preceding the engagement, the registrant has not
consulted Larry O Donnell CPA, CPAs regarding any of the matters set forth in
Item 304(a)(2)(i) or (ii) of Regulation S-B.




Item 9A.
            Controls and
      Procedures.





See Item
9A(T) below.


17





Item
9A(T).
            Controls and
      Procedures.





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





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




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




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




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





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.


18





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





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




Item 9B.
            Other
      Information.





None.





PART
III




Item 10.
            Directors, Executive Officers and
      Corporate Governance.





The
registrant’s directors and executive officers are:




Name
              
              Age
              
              Position
              
              Position Held SinceDavid
      A. Wallace
              
              45
              
              Chief
      Executive Officer,
                Chief
      Financial Officer and Director
              
              2005





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





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





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





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


19





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





Mr.
Wallace graduated from the University of Cape Town, South Africa, with a
Bachelors of Business Science and Bachelors of Commerce. Mr. Wallace is a
chartered accountant and belongs to the South African Institute of Chartered
Accountants. His trade experience comes from living in Hong Kong and Thailand.
He also has extensive networking contacts in Asia and Russia, where he ran his
own import/export company. From March 2005 to the date of this 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
March 2004, he was a director of Covco (Hong Kong) Limited, and was involved in
sourcing safety products from countries in the Far East, mainly China, for
export to Europe.





Section
16(a) Beneficial Ownership Reporting Compliance





Section
16(a) of the Securities Exchange Act of 1934 requires the Corporation's
executive officers and directors and holders of greater than 10% of our
outstanding common stock to file initial reports of their ownership of our
equity securities and reports of changes in ownership with the Securities and
Exchange Commission. Based solely on a review of the copies of such reports
furnished to us and written representations from such persons, we believe that
all Section 16(a) filing requirements were complied with in the fiscal year
ended May 31, 2009.





Committees
of the Board of Directors





The
registrant’s board of directors has not created any standing compensation,
nominating, finance, executive, or audit committees. The board handles all of
such functions.





Corporate
Governance





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





Communication
with Directors





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





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





Code
of Ethics for Senior Executive Officers and Senior Financial
Officers





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


20





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




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




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




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




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





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




Item 11.
            Executive
      Compensation.





Summary
of Cash and Certain Other Compensation





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




·
            A base
    salary;




·
            A performance bonus;
      and




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





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


21





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




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




Summary
Compensation Table




The
following table sets forth, for our named executive officers for the two
completed fiscal years ended May 31, 2008 and 2009:




Name and Principal
                          Position
                        
                        Year
                        
                        Salary
                          ($)
                        
                        
                        Bonus
                          ($)
                        
                        
                        Stock
                          Awards
                          ($)
                        
                        
                        Option
                          Awards
                          ($)
                        
                        
                        Non-Equity
                          Incentive Plan
                          Compensation
                          ($)
                        
                        
                        Nonqualified
                          Deferred
                          Compensation
                          ($)
                        
                        
                        All Other
                          Compensation
                          ($)
                        
                        
                        Total ($)David
      A. Wallace (1)
                        
                        2009
                        
                        $
                        2,000
                        
                        
                        $
                        0
                        
                        
                        $
                        0
                        
                        
                        $
                        0
                        
                        
                        $
                        0
                        
                        
                        $
                        0
                        
                        
                        $
                        0
                        
                        
                        $
                        2,0002008
                        
                        $
                        18,000
                        
                        
                        $
                        0
                        
                        
                        $
                        0
                        
                        
                        $
                        0
                        
                        
                        $
                        0
                        
                        
                        $
                        0
                        
                        
                        $
                        0
                        
                        
                        $
                        18,000





Our chief executive officer
and chief financial officer.





Outstanding
Equity Awards at Fiscal Year-End




The
following table provides information for each of our named executive officers as
of the end of our last completed fiscal year, May 31, 2009:




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


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





Director
Compensation




The
following table provides concerning the compensation of our directors as of the
end of our last completed fiscal year, May 31, 2009:


22





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





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





Employment
Agreements





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





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




The
following table sets forth, as of November 18, 2009, information concerning
ownership of our voting securities by:




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




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




·
            Each
    director;




·
            Each named executive officer;
      and




·
            All directors and officers as a
      group.




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








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


(2)
            Beneficial ownership is
      determined in accordance with the rules of the Securities and Exchange
      Commission. As of November 18, 2009, 2008, 44,650,000 shares of our common
      stock were issued and
outstanding.


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


23





Changes
in Control




Other as
stated above:





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




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




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




None.





Item 14.
            Principal Accounting Fees and
      Services.




Audit
Fees




The
aggregate fees billed by Moore & Associates, Chartered for professional
services rendered for the audits of our consolidated financial statements for
the years ended May 31, 2008 and 2009 and for the reviews of the financial
statements included in our quarterly report on Form 10-Q during 2009, and for
other services that are normally provided by the independent auditors in
connection with statutory and regulatory filings or engagements for the relevant
fiscal years for the fiscal years ended May 31, 2008 and May 31, 2009 were
$5,250 and $10,500, respectively.




Audit-Related
Fees




The fees billed by Moore &
Associates, Chartered in each of the last two fiscal years for assurance and
related services that were reasonably related to the performance of the audit or
review of our audited financial statements, other than as stated under the
captions Audit Fees and Financial Information Systems Design and Implementation
Fees for the fiscal years ended May 31, 2008 and May 31, 2009 were $6,600 and
$0, respectively.





Tax
Fees




There
were no fees billed by Moore & Associates, Chartered for tax compliance
services for review of federal and state tax returns, tax advice and planning,
other than as stated under the captions Audit Fees and Financial Information
Systems Design and Implementation Fees for the fiscal years ended May 31, 2008
and May 31, 2009.




Financial
Information Systems Design and Implementation Fees




There
were no fees billed by Moore & Associates, Chartered for professional
services described in Paragraph (c)(4)(ii) of Rule 2-01 of Regulation S-X for
our fiscal years ended May 31, 2008 and May 31, 2009.




All
Other Fees




There
were no other fees billed by Moore & Associates, Chartered, for professional
services rendered, other than as stated under the captions Audit Fees,
Audit-Related Fees and Tax Fees.




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




Intentionally
Left Blank.




24




PART
IV





Item 15.
            Exhibits, Financial Statement
      Schedules.




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




(b)         Exhibits.




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




*     Filed
Herewith




SIGNATURES




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




ECOLAND
      INTERNATIONAL, INC.Date:
      November 18, 2009.By
            /s/ David A.
  WallaceDavid
      A. Wallace, Chief Executive Officer andChief
      Financial Officer





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




Signature
                
                Title
                
                Date/s/ David A. Wallace
                
                Chief
      Executive Officer and
                  Chief
      Financial Officer
                
                November
      18, 2009




25




Larry
O'Donnell, CPA, P.C.


Telephone
      (303) 745-4545
            
            2228
      South Fraser StreetFax
      (303) 369-9384
            
            Unit
      1E-mail
      larryodonnelcpa@msn.com
            
            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, 2009, and the related consolidated
statements of operations, changes in stockholders’ equity (deficit), and cash
flows for the year then 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, 2009, and the results of their operations and cash
flows for the year then ended 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 $456,655 through the period
ended May 31, 2009. 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.


December
13, 2009




F-1




ECOLAND
INTERNATIONAL, INC.


(Formerly
Guano Distributors, Inc.)


(A
Development Stage Company)


Consolidated
Balance Sheet





May
      31,2009ASSETSCURRENT
      ASSETSCash
                    
                    $
                    162Accounts
      receivable
                    
                    
                    5,059Other
      current assets
                    
                    
                    -Total
      Current Assets
                    
                    
                    5,221TOTAL
      ASSETS
                    
                    $
                    5,221LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable and accrued liabilities
                    
                    $
                    51,446Accrued
      liabilities - related parties
                    
                    
                    0Notes
      payable
                    
                    
                    236,563Notes
      payable - related parties
                    
                    
                    45,871Total
      Current Liabilities
                    
                    
                    333,880STOCKHOLDERS'
      EQUITY (DEFICIT)Preferred
      stock; 50,000,000 shares authorized, at $0.001 per share, -0- shares
      issued and outstanding
                    
                    
                    -Common
      stock; 500,000,000 shares authorized, at $0.001 par value, 44,650,000
      shares issued and outstanding
                    
                    
                    44,650Additional
      paid-in capital
                    
                    
                    90,850Deficit
      accumulated during the development stage
                    
                    
                    (465,655
                    )Other
      Comprehensive Income
                    
                    
                    1,496Total
      Stockholders' Equity (Deficit)
                    
                    
                    (328,659
                    )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                    
                    $
                    5,221





The
accompanying notes are an integral part of these consolidated financial
statements.


F-2





ECOLAND
INTERNATIONAL, INC.


(Formerly
Guano Distributors, Inc.)


( A
Development Stage Company)


Consolidated
Statements of Operations





From
      inceptionon
      April 15,For
      the Years Ended
                      
                      
                      2005
      ThroughMay 31,
                      
                      
                      May
      31,2009
                      
                      
                      2008
                      
                      
                      2009REVENUES
                      
                      $
                      9,360
                      
                      
                      $
                      14,676
                      
                      
                      $
                      55,511COST
      OF GOODS SOLD
                      
                      
                      3,525
                      
                      
                      
                      7,928
                      
                      
                      
                      42,428GROSS
      PROFIT
                      
                      
                      5,835
                      
                      
                      
                      6,748
                      
                      
                      
                      13,083EXPENSESDepreciation
      and amortization
                      
                      
                      337
                      
                      
                      
                      226
                      
                      
                      
                      934General
      and administrative
                      
                      
                      90,995
                      
                      
                      
                      61,146
                      
                      
                      
                      403,400Total
      Expenses
                      
                      
                      91,332
                      
                      
                      
                      61,372
                      
                      
                      
                      404,334LOSS
      FROM OPERATIONS
                      
                      
                      (85,497
                      )
                      
                      
                      (54,624
                      )
                      
                      
                      (391,251
                      )OTHER
      INCOME (EXPENSES)Currency
      translation adjustment
                      
                      
                      3,112
                      
                      
                      
                      0
                      
                      
                      
                      3,112Interest
      expense
                      
                      
                      (31,765
                      )
                      
                      
                      (21,547
                      )
                      
                      
                      (77,516
                      )Total
      Other Expenses
                      
                      
                      (28,653
                      )
                      
                      
                      (21,547
                      )
                      
                      
                      (74,404
                      )NET
      INCOME (LOSS)
                      
                      $
                      (114,150
                      )
                      
                      $
                      (76,171
                      )
                      
                      $
                      (465,655
                      )BASIC
      LOSS PER SHARE
                      
                      $
                      (0.00
                      )
                      
                      $
                      (0.00
                      )WEIGHTED
      AVERAGE NUMBER OF SHARES OUSTANDING
                      
                      
                      44,650,000
                      
                      
                      
                      44,650,000





The
accompanying notes are an integral part of these consolidated financial
statements.


F-3





ECOLAND
INTERNATIONAL, INC.


(Formerly
Guano Distributors, Inc.)


(A
Development Stage Company)


Consolidated
Statements of Stockholders' Equity (Deficit)





Additional
                
                
                StockCommon Stock
                
                
                Paid-In
                
                
                Subscriptions
                
                
                AccumulatedShares
                
                
                Amount
                
                
                Capital
                
                
                Receivable
                
                
                DeficitBalance,
      May 31, 2005
                
                
                20,000,000
                
                
                
                20,000
                
                
                
                15
                
                
                
                -
                
                
                
                (29,127
                )Common
      shares issued for services at $0.001 per share
                
                
                20,000,000
                
                
                
                20,000
                
                
                
                -
                
                
                
                -
                
                
                
                -Common
      shares issued for cash at $0.02 per share
                
                
                4,000,000
                
                
                
                4,000
                
                
                
                76,000
                
                
                
                (20,000
                )
                
                
                -Common
      shares issued for services at $0.02 per share
                
                
                650,000
                
                
                
                650
                
                
                
                12,350
                
                
                
                -
                
                
                
                -Net
      loss for the year ended May 31, 2006
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (88,433
                )Balance,
      May 31, 2006
                
                
                44,650,000
                
                
                
                44,650
                
                
                
                88,365
                
                
                
                (20,000
                )
                
                
                (117,560
                )Receipt
      of cash on subscriptions receivable
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                20,000
                
                
                
                -Net
      loss for the year ended May 31, 2007
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (157,774
                )Balance,
      May 31, 2007
                
                
                44,650,000
                
                
                
                44,650
                
                
                
                88,365
                
                
                
                -
                
                
                
                (275,334
                )Services
      contributed by officers and directors
                
                
                -
                
                
                
                -
                
                
                
                2,485
                
                
                
                -
                
                
                
                -Net
      loss for the year ended May 31, 2008
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (76,171
                )Balance,
      May 31, 2008
                
                
                44,650,000
                
                
                $
                44,650
                
                
                $
                90,850
                
                
                $
                -
                
                
                $
                (351,505
                )Net
      loss for the year ended May 31, 2009
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (114,150
                )Balance,
      May 31, 2009
                
                
                44,650,000
                
                
                $
                44,650
                
                
                $
                90,850
                
                
                $
                -
                
                
                $
                (465,655
                )





The
accompanying notes are an integral part of these consolidated financial
statements.


F-4





ECOLAND
INTERNATIONAL, INC.


(Formerly
Guano Distributors, Inc.)


(A
Development Stage Company)


Consolidated
Statements of Cash Flows





From
      inceptionon
      April 15,For
      the Years Ended
                      
                      
                      2005
      ThroughMay 31,
                      
                      
                      May
      31,2009
                      
                      
                      2008
                      
                      
                      2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                      
                      $
                      (114,150
                      )
                      
                      $
                      (76,171
                      )
                      
                      $
                      (351,505
                      )Adjustments
      to reconcile net loss to net cash used by operating
      activities:Depreciation
      and amortization
                      
                      
                      337
                      
                      
                      
                      226
                      
                      
                      
                      1,098Common
      stock issued for services
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      53,000Other
      comprehensive income
                      
                      
                      1,497
                      
                      
                      
                      -
                      
                      
                      
                      0Services
      contributed by officers and directors
                      
                      
                      -
                      
                      
                      
                      2,485
                      
                      
                      
                      2,485Changes
      in operating assets and liabilities
                      
                      
                      -Decrease
      in accounts receivable
                      
                      
                      (325
                      )
                      
                      
                      8,768
                      
                      
                      
                      (4,735
                      )Increase
      in prepaid expenses and deposits
                      
                      
                      0
                      
                      
                      
                      364
                      
                      
                      
                      -Decrease
      in accounts payable and accrued expenses
                      
                      
                      (1,146
                      )
                      
                      
                      59,800
                      
                      
                      
                      75,592Net
      Cash Used by Operating Activities
                      
                      
                      (113,787
                      )
                      
                      
                      (4,528
                      )
                      
                      
                      (224,065
                      )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
                      
                      
                      78,749
                      
                      
                      
                      (3,206
                      )
                      
                      
                      32,831Proceeds
      from issuance of notes payable - related parties
                      
                      
                      35,187
                      
                      
                      
                      (16,883
                      )
                      
                      
                      112,757Net
      Cash Provided by Financing Activities
                      
                      
                      113,936
                      
                      
                      
                      (20,089
                      )
                      
                      
                      225,603NET
      DECREASE IN CASH
                      
                      
                      149
                      
                      
                      
                      (24,617
                      )
                      
                      
                      13CASH
      AT BEGINNING OF PERIOD
                      
                      
                      13
                      
                      
                      
                      24,630
                      
                      
                      
                      -CASH
      AT END OF PERIOD
                      
                      $
                      162
                      
                      
                      $
                      13
                      
                      
                      $
                      13





The
accompanying notes are an integral part of these consolidated financial
statements.


F-5





ECOLAND
INTERNATIONAL, INC.


(Formerly
Guano Distributors, Inc.)


(A
Development Stage Company)


Notes
to the Consolidated Financial Statements





NOTE
      1 -
            ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES





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, 2009.  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.


F-6




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
      312009
                  
                  
                  2008Deferred
      tax assetsNOL
      Carryover
                  
                  $
                  158,737
                  
                  
                  $
                  114,218Valuation
      allowance
                  
                  
                  (158,737
                  )
                  
                  
                  (114,218
                  )Net
      deferred tax asset
                  
                  $
                  -
                  
                  
                  $
                  -


F-7


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
                  )
                  
                  $
                  (29,707
                  )Common
      stock issued for services
                  
                  
                  -
                  
                  
                  
                  -Foreign
      subsidiary losses
                  
                  
                  -
                  
                  
                  
                  -Valuation
      allowance
                  
                  
                  44,519
                  
                  
                  
                  29,707$
                  -
                  
                  
                  $
                  -





At May
31, 2009, 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, 2009 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 SFAS 157, “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. There is a one-year deferral of the adoption of the standard as it
relates to nonfinancial assets and liabilities. Therefore, the adoption of SFAS
157 had no impact on our financial statements at June 1, 2008.




In
December 2007, the FASB issued SFAS 141R, “Business Combinations,” and SFAS
160, “Noncontrolling Interests in Consolidated Financial Statements, an
amendment of Accounting Research Bulletin (“ARB”) No. 51.” These new
standards significantly change the accounting for and reporting of business
combination transactions, including noncontrolling interests (previously
referred to as minority interests). For example, these standards require the
acquiring entity to recognize the full fair value of assets acquired and
liabilities assumed in the transaction and require the expensing of most
transaction and restructuring costs. Both standards are effective for us
beginning June 1, 2009 and are applicable only to transactions occurring
after the effective date.




In
April 2009, the FASB issued FSP No. 107-1 and Accounting Principles
Board Opinion (“APB”) No. 28-1, “Interim Disclosures about Fair Value of
Financial Instruments.” This FSP and APB amends SFAS 107, “Disclosures about
Fair Value of Financial Instruments,” to require disclosures about the fair
value of financial instruments for interim reporting periods in addition to
annual reporting periods. This FSP and APB will be effective for our first
quarter of fiscal year 2010.


F-8


ECOLAND
INTERNATIONAL, INC.
 (Formerly
Guano Distributors, Inc.)
 (A
Development Stage Company)
 Notes
to the Consolidated Financial Statements


In
May 2009, the FASB issued SFAS No. 165, “Subsequent Events,” which
establishes general standards of accounting for and disclosures of events that
occur after the balance sheet date but before financial statements are issued or
are available to be issued. This standard will require us to disclose the date
through which we have evaluated subsequent events and the basis for that date.
This standard will be effective for our first quarter of fiscal year
2010.





In
May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial
Guarantee Insurance Contracts-and interpretation of FASB Statement No.
60”.SFAS
No. 163 clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement of  premium
revenue and claims liabilities. This statement also requires expanded
disclosures about financial guarantee insurance contracts. SFAS No. 163 is
effective for fiscal years beginning on or after December 15, 2008, and interim
periods within those years. SFAS No. 163 has no effect on the Company’s
financial position, statements of operations, or cash flows at this
time.





In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally
Accepted Accounting Principles”.SFAS No. 162 sets forth
the level of authority to a given accounting pronouncement or document by
category. Where there might be conflicting guidance between two categories, the
more authoritative category will prevail. SFAS No. 162 will become effective 60
days after the SEC approves the PCAOB’s amendments to AU Section 411 of the
AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s
financial position, statements of operations, or cash flows at this
time.





In March
2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161,
Disclosures about Derivative
Instruments and Hedging Activities—an amendment of FASB Statement No.
133.This standard requires companies to provide enhanced
disclosures about (a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations, and (c) how derivative
instruments and related hedged items affect an entity’s financial position,
financial performance, and cash flows. This Statement is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008, with early application encouraged. The Company has not yet adopted the
provisions of SFAS No. 161, but does not expect it to have a material impact on
its consolidated financial position, results of operations or cash
flows.





In
December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding
the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in
developing an estimate of expected term of "plain vanilla" share options in
accordance with SFAS No. 123 (R), Share-Based
Payment.  In particular, the staff indicated in SAB 107 that it
will accept a company's election to use the simplified method, regardless of
whether the company has sufficient information to make more refined estimates of
expected term. At the time SAB 107 was issued, the staff believed that more
detailed external information about employee exercise behavior (e.g., employee
exercise patterns by industry and/or other categories of companies) would, over
time, become readily available to companies. Therefore, the staff stated in SAB
107 that it would not expect a company to use the simplified method for share
option grants after December 31, 2007. The staff understands that such detailed
information about employee exercise behavior may not be widely available by
December 31, 2007. Accordingly, the staff will continue to accept, under certain
circumstances, the use of the simplified method beyond December 31, 2007. The
Company currently uses the simplified method for “plain vanilla” share options
and warrants, and will assess the impact of SAB 110 for fiscal year 2010. It is
not believed that this will have an impact on the Company’s consolidated
financial position, results of operations or cash flows.





In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No.
51.  This statement amends ARB 51 to establish accounting and
reporting standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in
a subsidiary is an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements. Before this
statement was issued, limited guidance existed for reporting noncontrolling
interests. As a result, considerable diversity in practice existed. So-called
minority interests were reported in the consolidated statement of financial
position as liabilities or in the mezzanine section between liabilities and
equity. This statement improves comparability by eliminating that diversity.
This statement is effective for fiscal years, and interim periods within those
fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009,
for entities with calendar year-ends). Earlier adoption is prohibited. The
effective date of this statement is the same as that of the related Statement
141 (revised 2007). The Company will adopt this Statement beginning March 1,
2009. It is not believed that this will have an impact on the Company’s
consolidated financial position, results of operations or cash
flows.


F-9


ECOLAND
INTERNATIONAL, INC.
 (Formerly
Guano Distributors, Inc.)
 (A
Development Stage Company)
 Notes
to the Consolidated Financial Statements


In
December 2007, the FASB, issued FAS No. 141 (revised 2007), Business Combinations. ‘This
Statement replaces FASB Statement No. 141, Business Combinations, but
retains the fundamental requirements in Statement 141.  This
Statement establishes principles and requirements for how the acquirer: (a)
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree; (b) recognizes and measures the goodwill acquired in the business
combination or a gain from a bargain purchase; and (c) determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. This statement
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after December 15, 2008. An entity may not apply it before that date. The
effective date of this statement is the same as that of the related FASB
Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements.  The Company will adopt this
statement beginning March 1, 2009. It is not believed that this will have an
impact on the Company’s consolidated financial position, results of operations
or cash flows.





In
February 2007, the FASB, issued SFAS No. 159,The Fair Value Option for Financial
Assets and Liabilities—Including an Amendment of FASB Statement No.
115.  This standard permits an entity to choose to measure many
financial instruments and certain other items at fair value. This option is
available to all entities. Most of the provisions
in FAS 159 are elective; however, an amendment to FAS 115 Accounting for Certain Investments
in Debt and Equity Securities applies to all entities with available for
sale or trading securities. Some requirements apply differently to entities that
do not report net income. SFAS No. 159 is effective as of the beginning of an
entities first fiscal year that begins after November 15, 2007. Early adoption
is permitted as of the beginning of the previous fiscal year provided that the
entity makes that choice in the first 120 days of that fiscal year and also
elects to apply the provisions of SFAS No. 157 Fair Value
Measurements.  The Company will adopt SFAS No. 159 beginning
March 1, 2008 and is currently evaluating the potential impact the adoption of
this pronouncement will have on its consolidated financial
statements.





In
September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements  This statement defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
(GAAP), and expands disclosures about fair value measurements. This statement
applies under other accounting pronouncements that require or permit fair value
measurements, the Board having previously concluded in those accounting
pronouncements that fair value is the relevant measurement attribute.
Accordingly, this statement does not require any new fair value measurements.
However, for some entities, the application of this statement will change
current practice. This statement is effective for financial statements issued
for fiscal years beginning after November 15, 2007, and interim periods within
those fiscal years. Earlier application is encouraged, provided that the
reporting entity has not yet issued financial statements for that fiscal year,
including financial statements for an interim period within that fiscal year.
The Company will adopt this statement March 1, 2008, and it is not believed that
this will have an impact on the Company’s consolidated financial position,
results of operations or cash flows.





Share Based
Compensation





The
Company follows the provisions of FAS No. 123R, “Share-Based Payment.” FAS
No. 123R requires all share-based payments to employees, including grants
of employee stock options, to be recognized in the income statement based on
their fair values.




As
permitted by FAS No. 123, the Company currently accounts for share-based
payments to employees and non employees using the Fair Market Value method and
the Company recognizes compensation cost for employee stock options at fair
market value.


F-10




ECOLAND
INTERNATIONAL, INC.
 (Formerly
Guano Distributors, Inc.)
 (A
Development Stage Company)
 Notes
to the Consolidated Financial Statements





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 Mr. Robert
Russell in payment for services valued at $20,000, which is the estimated fair
value of the services performed.  The Company also issued 650,000
shares for services performed by various consultants valued at $13,000 and
4,000,000 shares for cash of $80,000. The services were valued at the fair value
of the shares given.





During
the year ended May 31, 2005, the Company issued 20,000,000 shares of common
stock to Mr. David Wallace, upon the immediate exercise of a stock option
granted to Mr. Wallace on May 15, 2005.   The stock option was
granted to Mr. Wallace as consideration for Mr. Wallace’s transfer of his
ownership in Guano Distributors (Pty) Ltd.  In addition, pursuant to
the transfer of ownership, Mr. Wallace agreed to perform certain administrative
and consulting services for the Company.  These services were valued
at $20,000, were performed subsequent to the transfer of ownership, and were
expensed during the year ended May 15, 2006.





NOTE
      4  -
            NOTES
      PAYABLE





At May
31, 2009, the Company had notes payable totaling $236,563.  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 two notes each with a face value of $60,000, 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. The Company is currently in amicable discussions with
the relevant parties about converting the notes to Common Stock.





NOTE
      5 -
            NOTES
      PAYABLE – RELATED PARTIES





At May
31, 2009, the Company had notes payable to related parties totaling
$45,871.  These notes are payable to various officers and directors of
the Company.  Each note is due on demand and accrues interest at a
rate of 8.0% per annum.


F-11