SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549











FORM
10-Q/A


(Mark
One)





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





For the
quarterly period ended February 29, 2008.







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.)4425
      Ventura Canyon Avenue, Suite 105
              Sherman
      Oaks, California
            91423(Address
      of principal executive offices)
            (Zip
      Code)Registrant’s
      telephone number, including area code: (310) 281
      2571





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 SNo £





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





Large
      accelerated filer £
            Accelerated
      filer £Non-accelerated
      filer £ (Do not
      check if a smaller reporting company)
            Smaller
      reporting company S





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 February, 29, 2008:  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


February
29, 2008 and May 31, 2007








Intentionally
Left Blank.




2




ECOLAND
INTERNATIONAL, INC.




(Formerly
Guano Distributors, Inc.)


(A
Development Stage Company)


Consolidated
Balance Sheets




ASSETSFebruary 29,
                  
                  
                  May
      31,2008
                  
                  
                  2007(Unaudited)CURRENT
      ASSETSCash
                  
                  $
                  3,016
                  
                  
                  $
                  24,630Accounts
      receivable
                  
                  
                  -
                  
                  
                  
                  13,503Other
      current assets
                  
                  
                  1,687
                  
                  
                  
                  364Total
      Current Assets
                  
                  
                  4,703
                  
                  
                  
                  38,497FIXED
      ASSETS, Net
                  
                  
                  399
                  
                  
                  
                  653TOTAL
      ASSETS
                  
                  $
                  5,102
                  
                  
                  $
                  39,150LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable and accrued liabilities
                  
                  $
                  36,193
                  
                  
                  $
                  2,792Accrued
      liabilities - related parties
                  
                  
                  20,000
                  
                  
                  
                  10,000Notes
      payable
                  
                  
                  41,020
                  
                  
                  
                  36,037Notes
      payable - related parties
                  
                  
                  121,231
                  
                  
                  
                  132,640Total
      Current Liabilities
                  
                  
                  218,444
                  
                  
                  
                  181,469STOCKHOLDERS'
      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
                  
                  
                  89,850
                  
                  
                  
                  88,365Deficit
      accumulated during the development stage
                  
                  
                  (347,842
                  )
                  
                  
                  (275,334
                  )Total
      Stockholders' Equity (Deficit)
                  
                  
                  (213,342
                  )
                  
                  
                  (142,319
                  )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                  
                  $
                  5,102
                  
                  
                  $
                  39,150




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




3




ECOLAND
INTERNATIONAL, INC.




(Formerly
Guano Distributors, Inc.)


( A
Development Stage Company)


Consolidated
Statements of Operations (Unaudited)





From inception on
                on May 31,For the Three Months Ended
              
              
              For the Nine Months Ended
              
              
              1997 ThroughFebruary
      29,
              
              
              February
      29,
              
              
              February 29,2008
              
              
              2007
              
              
              2008
              
              
              2007
              
              
              2008REVENUES
              
              $
              -
              
              
              $
              4,366
              
              
              $
              10,612
              
              
              $
              12,471
              
              
              $
              42,087COST
      OF GOODS SOLD
              
              
              -
              
              
              
              914
              
              
              
              5,715
              
              
              
              2,699
              
              
              
              36,690GROSS
      PROFIT
              
              
              -
              
              
              
              3,452
              
              
              
              4,897
              
              
              
              9,772
              
              
              
              5,397EXPENSESDepreciation
      and amortization
              
              
              49
              
              
              
              82
              
              
              
              172
              
              
              
              299
              
              
              
              543General
      and administrative
              
              
              9,818
              
              
              
              61,019
              
              
              
              73,810
              
              
              
              131,711
              
              
              
              325,249Total
      Expenses
              
              
              9,867
              
              
              
              61,101
              
              
              
              73,982
              
              
              
              132,010
              
              
              
              325,792LOSS
      FROM OPERATIONS
              
              
              (9,867
              )
              
              
              (57,649
              )
              
              
              (69,085
              )
              
              
              (122,238
              )
              
              
              (320,395
              )OTHER
      INCOME (EXPENSES)Interest
      expense
              
              
              (5,010
              )
              
              
              (7,057
              )
              
              
              (6,923
              )
              
              
              (10,117
              )
              
              
              (30,947
              )Foreign
      currency adjustment
              
              
              3,500
              
              
              
              -
              
              
              
              3,500
              
              
              
              -
              
              
              
              3,500Total
      Other  Expenses
              
              
              (1,510
              )
              
              
              (7,057
              )
              
              
              (3,423
              )
              
              
              (10,117
              )
              
              
              (27,447
              )NET
      INCOME (LOSS)
              
              $
              (11,377
              )
              
              $
              (64,706
              )
              
              $
              (72,508
              )
              
              $
              (132,355
              )
              
              $
              (347,842
              )BASIC
      LOSS PER SHARE
              
              $
              (0.00
              )
              
              $
              (0.00
              )
              
              $
              (0.00
              )
              
              $
              (0.00
              )WEIGHTED
      AVERAGE NUMBER OF SHARES OUSTANDING
              
              
              44,650,000
              
              
              
              44,650,000
              
              
              
              44,650,000
              
              
              
              44,650,000





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




4




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
              
              
              -
              
              
              
              -
              
              
              
              1,485
              
              
              
              -
              
              
              
              -Net
      loss for the nine months ended February 29, 2008
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (72,508
              )Balance,
      February 29, 2008
              
              
              44,650,000
              
              
              
              44,650
              
              
              $
              89,850
              
              
              
              -
              
              
              $
              (347,842
              )




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




5




ECOLAND
INTERNATIONAL, INC.




(Formerly
Guano Distributors, Inc.)


(A
Development Stage Company)


Consolidated
Statements of Cash Flows (Unaudited)




From inceptionon May 31,For the Nine Months Ended
              
              
              1997 ThroughFebruary
      28,
              
              
              February 29,CASH
      FLOWS FROM OPERATING ACTIVITIES
              
              2008
              
              
              2007
              
              
              2008Net
      loss
              
              $
              (72,508
              )
              
              $
              (132,355
              )
              
              $
              (347,842
              )Adjustments
      to reconcile net loss to net cash used by operating
      activities:Depreciation
      and amortization
              
              
              172
              
              
              
              299
              
              
              
              104Common
      stock issued for services
              
              
              -
              
              
              
              -
              
              
              
              53,000Other
      comprehensive income
              
              
              
              
              
              
              2,460
              
              
              
              1,037Services
      contributed by officers and directors
              
              
              1,485
              
              
              
              -
              
              
              
              1,485Changes
      in operating assets and liabilitiesIncrease  in
      accounts receivable
              
              
              13,503
              
              
              
              2,467
              
              
              
              -Increase
      in prepaid expenses and deposits
              
              
              (1,241
              )
              
              
              1,149
              
              
              
              (1,687
              )Increase
      in accounts payable and accrued expenses
              
              
              43,401
              
              
              
              3,794
              
              
              
              56,193Net
      Cash Used by Operating Activities
              
              
              (15,188
              )
              
              
              (122,186
              )
              
              
              (237,710
              )CASH
      FLOWS FROM INVESTING ACTIVITIESPurchase
      of fixed assets
              
              
              -
              
              
              
              -
              
              
              
              (1,687
              )Net
      Cash Used by Investing Activities
              
              
              -
              
              
              
              -
              
              
              
              (1,687
              )CASH
      FLOWS FROM FINANCING ACTIVITIESCommon
      stock issued for cash
              
              
              -
              
              
              
              20,000
              
              
              
              80,000Proceeds
      from issuance of notes payable
              
              
              4,983
              
              
              
              104,141
              
              
              
              41,020Proceeds
      from issuance of notes payable - related parties
              
              
              (11,409
              )
              
              
              2,920
              
              
              
              121,231Net
      Cash Provided by Financing Activities
              
              
              (6,426
              )
              
              
              127,061
              
              
              
              242,251NET
      DECREASE IN CASH
              
              
              (21,614
              )
              
              
              4,875
              
              
              
              2,854CASH
      AT BEGINNING OF PERIOD
              
              
              24,630
              
              
              
              38,835
              
              
              
              -CASH
      AT END OF PERIOD
              
              $
              3,016
              
              
              $
              43,710
              
              
              $
              2,854





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




6




ECOLAND
INTERNATIONAL, INC.


(Formerly
Guano Distributors, Inc.)


(A
Development Stage Company)


Notes to
the Consolidated Financial Statements





Note
1 - Organization and Summary of Significant Accounting Policies.





Organization
of Business





Ecoland
began operations on April 15, 2005 as Guano Distributors, Pty
Limited.  Ecoland was then incorporated in the State of Nevada on June
24, 2005 as Guano Distributors, Inc.  Ecoland changed its name to
Ecoland International, Inc on June 24, 2006.  In May 2006, Ecoland
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, Ecoland acquired certain distribution rights
from Sociaf, LDA, an Angolan company, pertaining to Dry Bar Cave Bat
Guano.





Ecoland
is currently in the process of formulating business and strategic plans to
process, package and market the guano world wide from the deposits in
Angola.





Ecoland
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 February 29, 2008.  The
respective carrying value of certain on-balance-sheet financial instruments
approximated their fair values.  These financial instruments include
cash.  Fair values were assumed to approximate carrying values for
cash and payables because they are short term in nature and their carrying
amounts approximate fair values or they are payable on demand.





Cash
Equivalents





Ecoland
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.







7




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 Ecoland, unless the effect
is to reduce a loss or increase earnings per share.  Ecoland 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





Ecoland
recognizes revenue on an accrual basis as it invoices for
product.  Ecoland recognizes revenue after the product has been
delivered, and collection is reasonably assured.





Advertising





Advertising
costs are expensed as incurred.





Income
Taxes





Deferred
tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax
bases.  Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to reverse.  The effect on deferred
tax assets and liabilities of a change in tax rates is recognized in the
statement of operations in the period that includes the enactment
date.





Recently
Issued Accounting Pronouncements





In
September 2006, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 157, “Fair Value Measurements” which defines
fair value, establishes a framework for measuring fair value in generally
accepted accounting principles (“GAAP”), and expands disclosures about fair
value measurements.  Where applicable, SFAS No. 157 simplifies and
codifies related guidance within GAAP and does not require any new fair value
measurements. SFAS No. 157 is effective for financial statements issued for
fiscal years beginning after November 15, 2007, and interim periods within those
fiscal years.  Earlier adoption is encouraged.  Ecoland does
not expect the adoption of SFAS No. 157 to have a significant effect on its
financial position or results of operation.





In June
2006, the Financial Accounting Standards Board issued FASB Interpretation No.
48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB
Statement No. 109”, which prescribes a recognition threshold and measurement
attribute for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return.  FIN 48 also
provides guidance on de-recognition, classification, interest and penalties,
accounting in interim periods, disclosure and transition.  FIN 48 is
effective for fiscal years beginning after December 15, 2006.  Ecoland
does not expect the adoption of FIN 48 to have a material impact on its
financial reporting, and Ecoland is currently evaluating the impact, if any, the
adoption of FIN 48 will have on its disclosure requirements.





In March
2006, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 156, “Accounting for Servicing of Financial Assets — an
amendment of FASB Statement No. 140.” This statement requires an entity to
recognize a servicing asset or servicing liability each time it undertakes an
obligation to service a financial asset by entering into a servicing contract in
any of the following situations: a transfer of the servicer’s financial assets
that meets the requirements for sale accounting; a transfer of the servicer’s
financial assets to a qualifying special-purpose entity in a guaranteed mortgage
securitization in which the transferor retains all of the resulting securities
and classifies them as either available-for-sale securities or trading
securities; or an acquisition or assumption of an obligation to service a
financial asset that does not relate to financial assets of the servicer or its
consolidated affiliates.  The statement also requires all separately
recognized servicing assets and servicing liabilities to be initially measured
at fair value, if practicable, and permits an entity to choose either the
amortization or fair value method for subsequent measurement of each class of
servicing assets and liabilities.




8




The
statement further permits, at its initial adoption, a one-time reclassification
of available for sale securities to trading securities by entities with
recognized servicing rights, without calling into question the treatment of
other available for sale securities under Statement 115, provided that the
available for sale securities are identified in some manner as offsetting the
entity’s exposure to changes in fair value of servicing assets or servicing
liabilities that a servicer elects to subsequently measure at fair value and
requires separate presentation of servicing assets and servicing liabilities
subsequently measured at fair value in the statement of financial position and
additional disclosures for all separately recognized servicing assets and
servicing liabilities.  This statement is effective for fiscal years
beginning after September 15, 2006, with early adoption permitted as of the
beginning of an entity’s fiscal year.  Management believes the
adoption of this statement will have no immediate impact on Ecoland’s financial
condition or results of operations.





Share
Based Compensation





Ecoland
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, Ecoland currently accounts for share-based payments to
employees and non employees using the Fair Market Value method and Ecoland
recognizes compensation cost for employee stock options at fair market
value.





Note
2 - Going Concern.





Ecoland’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.  Ecoland 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 Ecoland to continue as a going concern
is dependent upon Ecoland obtaining adequate capital to fund operating losses
until it becomes profitable.  If Ecoland is unable to obtain adequate
capital, it could be forced to cease operations.





In order
to continue as a going concern, Ecoland will need, among other things,
additional capital resources.  Management’s plans to obtain such
resources for Ecoland include:





·
            Financing
      current operations with funds obtained through equity offerings,
      and





·
            Planning
      and streamlining distribution operations with respect to Ecoland’s Angolan
      guano supply.





However,
management cannot provide any assurances that Ecoland will be successful in
accomplishing any of its plans.





The
ability of Ecoland 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 Ecoland is unable to continue as a going
concern.





Note
3 - Common Stock.





During
the year ended May 31, 2006, Ecoland issued a total of 20,000,000 shares to Mr.
Robert Russell in payment for services.  The shares were valued at
$20,000 which is the estimated fair value of the services performed in
connection with the formation of Ecoland.




9




During
the year ended May 31, 2005, Ecoland 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 Ecoland.  These services were valued at $20,000, were
performed subsequent to the transfer of ownership, and were expensed during the
year ended May 31, 2006.





Ecoland
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.





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 and nine
months ended February 29, 2008 and 2007.  The following discussion
should be read in conjunction with our financial statements and the notes
thereto included herewith.





Three
Months Period Ended February 29, 2008 as Compared to Three Months Ended February
28, 2007.





Results
of Operations





Net
Revenue





We did
not generate any sales revenue during the three month period ended February 29,
2008, as compared to $4,366 for the three month period ended February 28,
2007.  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.





Cost
of Sales





There
were no cost of sales for the three month period ended February 29,
2008.  We incurred cost of sales of $914 for the three month period
ended February 28, 2007.




10




Gross
Profit





The gross
profit for the three month period ended February 29, 2008, was in line with
revenue generation at zero.  We generated gross profit of $3,452 for
the three month period ended February, 28, 2007.  The decrease in
gross profit can be attributed to the change in our emphasis on establishing
links with established distributors who can achieve a higher level of market
penetration of our product rather than attempting to perform this in
house.





General,
Administrative and Selling Expenses





We
incurred general and administrative costs of $9,818 for the three month period
ended February 29, 2008 as compared to $61,019 for the three month period ended
February 28, 2007.  General and administrative expenses in the current
period decreased significantly as we no longer needed to incur significant
professional charges arising from registering the sale of the shares of our
common stock, which was achieved on December 21, 2007.





Net
Income (Loss)





We had a
loss before taxes of $11,377 for the three month period ended February 29, 2008,
as compared to a loss before taxes of $64,706 for the three month period ended
February 28, 2007.  The loss before taxes in the period ending
February 29, 2008 was impacted by an operating expense of $9,867 and interest
expense of $5,010, partially offset by a foreign currency adjustment of $3,500,
arising from fluctuations in the USD/ZAR exchange rate.





Basic
and Diluted Income (Loss) Per Share





Our basic
and diluted income (loss) per share for the three month period ended February
29, 2008 was $(0.00), compared a loss per share of ($0.00) during the
corresponding period ended February 28, 2007.





Nine
Months Period Ended February 29, 2008 as Compared to Nine Months Ended February
28, 2007.





Results
of Operations





Net
Revenue





We
generated consolidated net revenues of $10,612 for the nine month period ended
February 29, 2008, as compared to $12,471 for the nine month period ended
February 28, 2007.  The decrease in revenues for this period when
compared to the same period last year arises as we have completed test marketing
of the product and now seek to establish a greater volume of sales through
establishing a network of established distributors in the fertilizer
sector.





Cost
of Sales





We
incurred cost of sales of $5,715 for the nine month period ended February 29,
2008, as compared to $2,699 for the nine month period ended February 28,
2007.





Gross
Profit





We
generated gross profit of $4,897 for the nine month period ended February 29,
2008, as compared to $9,772 for the nine month period ended February 28,
2007.  We achieved a gross profit on sales of approximately 50% which
is in line with expectations and the business plan.





General,
Administrative and Selling Expenses





We
incurred general and administrative costs of $73,810 for the nine month period
ended February 29, 2008 as compared to $131,711 for the nine month period ended
February 28, 2007.  General and administrative expenses have declined
in the review period as significant professional charges arising from
registering the sale of the shares of our common stock, which was achieved on
December 21, 2007, were less than previously incurred.




11




Net
Income (Loss)





We had a
loss before taxes of $72,508 for the nine month period ended February 29, 2008
as compared to a loss before taxes of $132,355 for the nine month period ended
February 28, 2007.





Basic
and Diluted Income (Loss) Per Share





Our basic
and diluted income (loss) per share for the nine month period ended February 29,
2008 was $(0.00), compared a loss per share of ($0.00) during the corresponding
period ended February 28, 2007.





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, 2007.  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 $219,000 in current liabilities.  Additionally, we
estimate that we will need approximately $1,000,000 to expand operations through
the end of the fiscal years 2008/9.  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 nine months ended February 29,
2008.





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




12




·
            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.




Not
applicable.





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





None.


Item
      3.
            Defaults
      Upon Senior Securities.





None.





13




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





None.




Item
      5.
            Other
      Information.





None.




Item
      6.
            Exhibits.




Exhibit No.
              Identification of
Exhibit31.1*
              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:
      April 10, 2008.By
            /s/
      David WallaceDavid
      Wallace, Chief Executive OfficerBy
            /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
                
                April
      10, 2008




14