SECURITIES
AND EXCHANGE COMMISSION





WASHINGTON,
D.C. 20549








FORM
10-Q





(Mark
One)




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





For the
quarterly period ended August 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
      W. Joshua Blvd., Suite 1059, Chandler, Arizona
              85226
            91423(Address
      of principal executive offices)
            (Zip
      Code)Registrant’s
      telephone number, including area code: (602)
  882-8771





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 No





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 xNo o





Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock as of August 31, 2009: 44,650,000 shares of common stock, with a par value
of $.001 per share.





PART
I





Financial
Information




Item 1.
            Financial
      Statements.





ECOLAND
INTERNATIONAL, INCORPORATED


FINANCIAL
STATEMENTS


May
31, 2009 and August 31, 2009





Intentionally
Left Blank.







ECOLAND
INTERNATIONAL, INC.
 (Formerly
Guano Distributors, Inc.)
 (A
Development Stage Company)
 Consolidated
Balance Sheets
 
 August
      31,
                        
                        
                        May
      31,2009
                        
                        
                        2009(Unaudited)ASSETSCURRENT
      ASSETSCash
                        
                        $
                        3,035
                        
                        
                        $
                        162Accounts
      receivable
                        
                        
                        5,179
                        
                        
                        
                        5,059Other
      current assets
                        
                        
                        -
                        
                        
                        
                        -Total
      Current Assets
                        
                        
                        8,214
                        
                        
                        
                        5,221TOTAL
      ASSETS
                        
                        $
                        8,214
                        
                        
                        $
                        5,221LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable and accrued liabilities
                        
                        $
                        53,484
                        
                        
                        $
                        51,446Accrued
      liabilities - related parties
                        
                        
                        30,000
                        
                        
                        
                        0Notes
      payable
                        
                        
                        246,304
                        
                        
                        
                        236,563Notes
      payable - related parties
                        
                        
                        52,743
                        
                        
                        
                        45,871Total
      Current Liabilities
                        
                        
                        382,531
                        
                        
                        
                        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
                        
                        
                        44,650
                        
                        
                        
                        44,650Additional
      paid-in capital
                        
                        
                        90,850
                        
                        
                        
                        90,850Other
      comprehensive income
                        
                        
                        (2,278
                        )
                        
                        
                        1,496Deficit
      accumulated during the development stage
                        
                        
                        (507,539
                        )
                        
                        
                        (465,655
                        )Total
      Stockholders' Equity (Deficit)
                        
                        
                        (374,317
                        )
                        
                        
                        (328,659
                        )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                        
                        $
                        8,214
                        
                        
                        $
                        5,221
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
  
 
 ECOLAND
INTERNATIONAL, INC.
 (Formerly
Guano Distributors, Inc.)
 ( A
Development Stage Company)
 Consolidated
Statements of Operations
 
 Frominceptionon May 31,For the Three Months Ended
                  
                  
                  2005 ThroughAugust 31,
                  
                  
                  August 31,2009
                  
                  
                  2008
                  
                  
                  2009REVENUES
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  55,511COST
      OF GOODS SOLD
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  42,428GROSS
      PROFIT
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  13,083EXPENSESDepreciation
      and amortization
                  
                  
                  -
                  
                  
                  
                  337
                  
                  
                  
                  934General
      and administrative
                  
                  
                  35,667
                  
                  
                  
                  7,510
                  
                  
                  
                  439,067Total
      Expenses
                  
                  
                  35,667
                  
                  
                  
                  7,847
                  
                  
                  
                  440,001LOSS
      FROM OPERATIONS
                  
                  
                  (35,667
                  )
                  
                  
                  (7,847
                  )
                  
                  
                  (426,918
                  )OTHER
      INCOME (EXPENSES)Foreign
      currency adjustment
                  
                  
                  362
                  
                  
                  
                  -
                  
                  
                  
                  3,474Interest
      expense
                  
                  
                  (6,579
                  )
                  
                  
                  (6,746
                  )
                  
                  
                  (84,095
                  )Total
      Other Expenses
                  
                  
                  (6,217
                  )
                  
                  
                  (6,746
                  )
                  
                  
                  (80,621
                  )NET
      INCOME (LOSS)
                  
                  $
                  (41,884
                  )
                  
                  $
                  (14,593
                  )
                  
                  $
                  (507,539
                  )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.
  
 
 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 period ended May 31, 2009
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (114,150
                  )Balance,
      May 31, 2009.44,650,000
                  
                  
                  
                  44,650
                  
                  
                  
                  90,850
                  
                  
                  
                  -
                  
                  
                  
                  (465,655
                  )Net
      loss for the period ended August 31, 2009
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (41,884
                  )Balance,
      August 31, 2009
                  
                  
                  44,650,000
                  
                  
                  $
                  44,650
                  
                  
                  $
                  90,850
                  
                  
                  $
                  -
                  
                  
                  $
                  (507,539
                  )
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
  
 
 ECOLAND
INTERNATIONAL, INC.
 (Formerly
Guano Distributors, Inc.)
 (A
Development Stage Company)
 Consolidated
Statements of Cash Flows
 
 From
      inceptionon
      May 31,For
      the Three Months Ended
                    
                    
                    2005
      ThroughAugust 31,
                    
                    
                    August
      31,2009
                    
                    
                    2008
                    
                    
                    2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                    
                    $
                    (41,884
                    )
                    
                    $
                    (14,593
                    )
                    
                    $
                    (507,539
                    )Adjustments
      to reconcile net loss to net cash used by operating
      activities:Depreciation
      and amortization
                    
                    
                    -
                    
                    
                    
                    337
                    
                    
                    
                    1,098Common
      stock issued for services
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    53,000Services
      contributed by officers and directors
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    2,485Changes
      in operating assets and liabilitiesDecrease
      in accounts receivable
                    
                    
                    (120
                    )
                    
                    
                    4,735
                    
                    
                    
                    (5,179
                    )Increase
      in other current assets
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Increase
      in accounts payable and accrued expenses
                    
                    
                    32,038
                    
                    
                    
                    1,197
                    
                    
                    
                    83,484Net
      Cash Used by Operating Activities
                    
                    
                    (9,966
                    )
                    
                    
                    (8,324
                    )
                    
                    
                    (372,651
                    )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
                    
                    
                    9,741
                    
                    
                    
                    28,395
                    
                    
                    
                    246,304Proceeds
      from issuance of notes payable - related parties
                    
                    
                    6,872
                    
                    
                    
                    (10,684
                    )
                    
                    
                    52,743Net
      Cash Provided by (Used In) Financing Activities
                    
                    
                    16,613
                    
                    
                    
                    17,711
                    
                    
                    
                    379,062EFFECT
      OF EXCHANGE RATE CHANGES
                    
                    
                    (3,774
                    )
                    
                    
                    -
                    
                    
                    
                    (1,851
                    )NET
      INCREASE IN CASH
                    
                    
                    2,873
                    
                    
                    
                    9,387
                    
                    
                    
                    3,035CASH
      AT BEGINNING OF PERIOD
                    
                    
                    162
                    
                    
                    
                    13
                    
                    
                    
                    -CASH
      AT END OF PERIOD
                    
                    $
                    3,035
                    
                    
                    $
                    9,400
                    
                    
                    $
                    3,035SUPPLIMENTAL
      INFORMATIONCash
      paid for:Income
      taxes
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Interest
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
 
 The
accompanying notes are an integral part of these consolidated financial
statements.


ECOLAND
INTERNATIONAL, INC.
 (Formerly
Guano Distributors, Inc.)
 (A
Development Stage Company)
 Notes
to the Consolidated Financial Statements
 
 NOTE 1 -
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Organization of
Business
 
 The
Company began operations on April 15, 2005 as Guano Distributors, Pty. The
Company was then incorporated in the State of Nevada on June 24, 2005 as Guano
Distributors, Inc. The Company changed its name to Ecoland International, Inc on
June 24, 2006. In May 2006, the Company amended its Articles of Incorporation to
increase the authorized common stock to 500,000,000 shares and 50,000,000 of
“blank check” preferred shares. In May 2005 the Company acquired certain
distribution rights from Sociaf, LDA an Angolan company, pertaining to Dry Bar
Cave Bat Guano.
 
 The
Company is currently in the process of formulating business and strategic plans
to process, package and market the guano worldwide from the deposits in Angola
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 August 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.
  
  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
 
 The
Company has incurred no advertising costs since inception. At such time the
Company commences advertising activities, such costs will be expensed as
incurred.
 
 NOTE 2
-GOING CONCERN
 
 The
Company’s financial statements are prepared using accounting principles
generally accepted in the United States of America applicable to a going concern
which contemplates the realization of assets and liquidation of liabilities in
the normal course of business. The Company has not yet established an ongoing
source of revenues sufficient to cover its operating costs and allow it to
continue as a going concern. The ability of the Company to continue as a going
concern is dependent upon the Company obtaining adequate capital to fund
operating losses until it becomes profitable. If the Company is unable to obtain
adequate capital, it could be forced to cease operations.
 
 In order
to continue as a going concern, the Company will need, among other things,
additional capital resources. Management’s plans to obtain such resources for
the Company include (1) financing current operations with funds obtained through
equity offerings, and (2) planning and streamlining distribution operations with
respect to the Company’s Angolan guano supply. However, management cannot
provide any assurances that the Company will be successful in accomplishing any
of its plans.
 
 The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations. The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going
concern.
 
 NOTE 3 -
NOTES PAYABLE
 
 At August
31, 2009, the Company had notes payable totaling $246,304 Included in this
amount are four separate notes payable to unrelated entities. The notes are due
on demand and accrue interest at a rate of 8.0 percent per
annum.
  
  ECOLAND
INTERNATIONAL, INC.
 (Formerly
Guano Distributors, Inc.)
 (A
Development Stage Company)
 Notes
to the Consolidated Financial Statements
 
 NOTE 4 -
NOTES PAYABLE - RELATED PARTIES
 
 At August
31, 2009, the Company had notes payable  $52,743. 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.


Item 2.
            Management's Discussion And
      Analysis Or Plan Of
Operation.





Cautionary
Statement Concerning Forward-Looking Statements





This
report on Form 10-Q contains forward-looking statements, including, without
limitation, statements concerning our possible or assumed future results of
operations. These statements are preceded by, followed by or include the words
“believes,” “could,” “expects,” “intends” “anticipates,” or similar expressions.
Our actual results could differ materially from those anticipated in the
forward-looking statements for many reasons including: our ability to continue
as a going concern, adverse economic changes affecting markets we serve;
competition in our markets and industry segments; our timing and the
profitability of entering new markets; greater than expected costs, customer
acceptance of wireless networks or difficulties related to our integration of
the businesses we may acquire and other risks and uncertainties as may be
detailed from time to time in our public announcements and SEC filings. 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.





The
discussion and financial statements contained herein are for the three months
ended August 31, 2009 with the three months ended August 31, 2008. The following
discussion should be read in conjunction with our financial statements and the
notes thereto included herewith.





Three
Months Period Ended August 31, 2009 as Compared to Three Months Ended August 31,
2008.





Results
of Operations





Net
Revenue





We did
not generate any sales revenue during the three month period ended August 31,
2009, as compared to $0 for the three month period ended August 31, 2008. Net
revenues continue to fluctuate as Ecoland seeks to establish a customer base
that can provide suitable volumes of business. 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. Revenue is
also affected by seasonality, that is to say sales will differ between summer
and winter in the target markets, the current period corresponded to winter in
Southern Africa.





Cost
of Sales





There
were no cost of sales for the three month period ended August 31, 2009, which
was in line with sales revenues for the comparative period.





Gross
Profit





The gross
profit for the three-month period ended August 31, 2009, was in line with
revenue generation at zero. We generated gross profit of $0 for the three-month
period ended August 31, 2008. The decrease in gross profit can be attributed to
the lower level of sales in the current period arising from the seasonality of
the product.





General,
Administrative and Selling Expenses





We
incurred general and administrative costs of $35,667 for the three-month period
ended August 31, 2009 as compared to $7,847 for the three-month period ended
August 31, 2008. The increase in General and administrative expenses in the
current period can be attributed to accrued salary expenses arising from an
employment contract entered into with our Chief Executive Officer, David
Wallace. This is a new contract commencing June 1, 2009. There was no previous
contract.





Net
Income (Loss)





We had a
loss before taxes of $41,884 for the three month period ended August 31, 2009,
as compared to a loss before taxes of $14,593 for the three month period ended
August 31, 2008. The loss before taxes in the period ending August 31, 2009 was
impacted by an interest expense of $6,579 compared to $6,746 for the three-month
period ending August 31, 2008.





Basic
and Diluted Income (Loss) Per Share





Our basic
and diluted income (loss) per share for the three month period ended August 31,
2009 was $(0.00), compared a loss per share of ($0.00) during the corresponding
period ended August 31, 2008.





Liquidity
and Capital Resources





Our
independent auditor has issued a “going concern” qualification as part of its
opinion in the Audit Report for the year ended May 31, 2009. We do not currently
have sufficient capital to meet our short-term cash requirements. We will
continue to need to raise additional funds to conduct our business activities in
the next twelve months. We owe approximately $382,531 in current liabilities.
Additionally, we estimate that we will need approximately $500,000.00 to expand
operations through the end of the fiscal years 2009/10. These operating costs
include general and administrative expenses and the deployment of inventory. We
have raised funds through the sale of our common stock, although no shares were
sold during the three months ended August 31, 2009.




Item 3.
            Quantitative and Qualitative
      Disclosures About Market
Risk.





Not
applicable.




Item 4.
            Controls and
      Procedures.





See Item
4(T) below.




Item 4(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. As we develop new business or if we engage in an
extraordinary transaction, we will review our disclosure controls and procedures
and make sure that they remain adequate.





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
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 report.








PART
II





Other
Information




Item 1.
            Legal
      Proceedings.





None.




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.





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.





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.





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
24, 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.





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.








Our
By-laws contain provisions indemnifying our officer and directors against all
costs, charges and expenses incurred by them.





Our
By-laws contain provisions with respect to the indemnification of our officer
and directors against all costs, charges and expenses, including an amount paid
to settle an action or satisfy a judgement, actually and reasonably incurred by
him, including an amount paid to settle an action or satisfy a judgment in a
civil, criminal or administrative action or proceeding to which he is made a
party by reason of his being or having been one of our directors or
officer.





Volatility of Stock
Price.





Our
common shares are not currently publicly traded.  In the future, the
trading price of our common shares may be subject to wide
fluctuations.  Trading prices of the common shares may fluctuate in
response to a number of factors, many of which will be beyond our
control.  In addition, the stock market in general, and the market for
software technology companies in particular, has experienced extreme price and
volume fluctuations that have often been unrelated or disproportionate to the
operating performance of such companies.  Market and industry factors
may adversely affect the market price of the common shares, regardless of our
operating performance.





In the
past, following periods of volatility in the market price of a company's
securities, securities class-action litigation has often been
instituted.  Such litigation, if instituted, could result in
substantial costs and a diversion of management's attention and
resources.





Item 2.
              Unregistered Sales of Equity
      Securities and Use of
Proceeds.





None.




Item 3.
              Defaults Upon Senior
      Securities.





None.




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





None.




Item 5.
              Other
      Information.





On July 1st2009 we entered into an employment
agreement with David Wallace whereby Mr. Wallace agreed to serve as Chief
Executive Officer and Chief financial officer of the company for a period of
three years for $120,000 per annum





Item
      6.
            Exhibits




Exhibit
                    No.
                  
                  Identification of
Exhibit10.1*
                  
                  Employment
      Contract David Wallace.31.1*
                  
                  Certification
      of David 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 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 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 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 report to be signed on its behalf
by the undersigned, thereunto duly authorized.




ECOLAND
      INTERNATIONAL, INC.Date:
      December 23, 2009
                By:
                /s/ David WallaceDavid
      Wallace, Chief Executive OfficerDate: December
      23, 2009
                By:
                /s/ David WallaceDavid
      Wallace, Chief Financial
Officer





Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this
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 Wallace
                    
                    Chief
      Executive Officer, Chief Financial Officer and
                      Director
                    
                    Date:
      December 23,
2009