UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D. C. 20549





FORM 10-K/A-1




[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012





Commission File Number: 000-31165





ECOLOCAP SOLUTIONS INC.


(Exact name of registrant  as specified in its charter)





NEVADA
36-4668489(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)





1250 S. Grove Ave, Suite 308


Barrington, Illinois 60010


(Address of principal executiveoffices, including zip code)





866-479-7041


(Registrant’s telephone number, including area code)





Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(g) of the Act:None
Common Stock





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES [  ]  NO [X]





Indicate by check mark if the registrant is required to file reports pursuant to Section 13 or Section 15(d) of the Act: YES [X]  NO [  ]





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





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [  ]  NO [X]





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.[  ]





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
[  ]
Smaller Reporting Company
[X](Do not check if a smaller reporting company)





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES [  ]  NO [X]





State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter - June 30, 2012: $1,177,071.





As of April 13, 2013, 601,885,902 shares of the registrant’s common stock were outstanding.








Table of Contents


REASON FOR AMENDMENT
 
 The sole purpose of this Amendment to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012 is to revise Item 9B.  No other changes have been made to this Form 10-K and this Amendment has not been updated to reflect events occurring subsequent to the filing of this Form 10-K.


TABLE OF CONTENTS





PagePART IItem 1.
Business.
3Item 1A.
Risk Factors.
6Item 1B.
Unresolved Staff Comments.
6Item 2.
Properties.
6Item 3.
Legal Proceedings.
6Item 4.
Mine Safety Disclosures.
7PART IIItem 5.
Market for the Registrant’s Common Equity, Related Stockholders Matters and Issuer

Purchases of Equity Securities.
7Item 6.
Selected Financial Data.
9Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operation.
9Item 7A.
Quantitative and Qualitative Disclosures About Market Risk.
12Item 8.
Financial Statements and Supplementary Data.
12Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial

Disclosure.
29Item 9A.
Controls and Procedures.
29Item 9B.
Other Information.
30PART IIIItem 10.
Directors, Executive Officers and Corporate Governance.
34Item 11.
Executive Compensation.
37Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related

Stockholder Matters.
39Item 13.
Certain Relationships and Related Transactions, and Director Independence.
40Item 14.
Principal Accountant Fees and Services.
41PART IVItem 15.
Exhibits and Financial Statement Schedules.
42Signatures
46Exhibit Index
47














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 Table of Contents


PART I.





ITEM 1.          BUSINESS.





EcoloCap Solutions Inc. is an integrated and complementary network of environmentally focused technology companies that utilize advanced nanotechnology to design, develop, manufacture and sell cleaner alternative energy products. We bring together the technology, engineering, and operational management for the successful development of environmentally significant products and projects.





We plan to develop economically feasible renewable energy.





History of the Business





We were incorporated in the State of Nevada on March 18, 2004, as Cygni Systems Corporation. We were originally formed with the intent of raising funds and entering into business as a software design company. From the date of our incorporation until June 17, 2005, we were in the development stage of online and network security management software and online and network security consulting services.





A change of control occurred on June 17, 2005. On August 19, 2005, we entered into and closed a Share Exchange Agreement (the “XL Share Exchange Agreement”) with XL Generation AG. Pursuant to the terms of the XL Share Exchange Agreement, we acquired all of the issued and outstanding shares of common stock of XL Generation AG. On August 23, 2005, we filed a Certificate of Amendment with the State of Nevada, changing our name to “XL Generation International Inc.”





XL Generation was the holding company of a Swiss entity, XL Generation AG, which was the marketer of an artificial sport surface called “XL Turf.” We aspired to become a leading global force in the artificial turf and flooring markets by building both the strength of the XL brand and strategic partnerships with key regional turf and flooring providers. Due to market and other conditions,our board of directors decided that it was in our best interest to initiate a complete and total withdrawal from the artificial flooring sector, artificial turf and all related business.





Following our withdrawal from the artificial flooring sector, artificial turf and all related business and after identifying new business opportunities, we changed our name from “XL Generation International Inc.” to “Ecolocap Solutions Inc.”





On November 13, 2007, we filed a Certificate of Amendment with the State of Nevada, changing our name to “EcoloCap Solutions Inc.” Our shares of common stock are traded on the Bulletin Board operated by the Financial Industry Regulatory Authority under the symbol ECOS.





On September 10, 2009, the Company completed the acquisition of 55% of Micro Bubble Technologies (MBT), a provider of Nano technology, for a purchase price of $7,172,000 in common shares of the Company. This acquisition was funded from common stock. The final purchase price remains subject to post-closing working capital adjustments. The purchase price allocation is considered preliminary; additional adjustments may be recorded during the allocation period specified by “SFAS 141”, as additional information becomes known or payments are made.





Micro Bubble developed and manufactures M-Fuel, an innovative suspension fuel that far exceeds all conventional fuels’ costs and efficiencies and the NPW machine that converts waste organic oils into biodiesel and pure glycerine. It also developed the Carbon Nano Tube Battery (CNT-Battery), and the Nano Li- Battery both fully recyclable, rechargeable batteries that far exceeds the performance capabilities of any existing battery on the market at this time. The acquisition of this business will enable the Company to expand its reference in an integrated and complementary network of environmentally focused technology companies that utilize advanced nanotechnology to design, develop, manufacture and sell cleaner alternative energy products.





On November 4, 2010, the Company transferred all of its shares of Ecolocap Solutions (Canada) Inc. to DT Crystal Holdings Ltd in exchange of the reduction of $100,000 of its debts.


-3-
 Table of Contents





Our Business





We are a development stage company. Ecolocap Solutions Inc. is an integrated and complementary network of environmentally focused technology companies that utilize advanced nanotechnology to design, develop, manufacture and sell cleaner alternative energy products. We bring together the technology, engineering, and operational management for the successful development of environmentally significant products and projects. Our business approach combines science, innovation, and market-ready solutions to achieve environmentally sustainable and economically advantageous, power and energy management practices in the following areas:





MBT M-Fuel





EcoloCap Solutions Inc., through its subsidiary Micro Bubble Technologies Inc. (MBT), developed and manufactures M-Fuel, an innovative emulsion fuel that far exceeds all conventional fuels’ costs and efficiencies. This environmentally-friendly and economical product is designed to offer fully scalable and customizable fuel solutions that will increase efficiency, lower operating costs, and reduce emissions. M -Fuel is a emulsion of 60% heavy oil, 38%, and a 2% stabilizing additive for external combustion engines and 70% heavy oil, 28% water and 2% stabilizing additive. The production of M-Fuel takes place in our Nano Processing Units (NPU), a self contained device that is sized for output. The NPU’s can be configured to operate in conjunction with an engine or burner to sully M-Fuel on demand, or pre-manufactured for delivery. Independent tests conducted in the US, Korea and Australia demonstrate M-Fuels unique burning process facilitates increased efficiency, resulting in average reduced NOx emissions by 60%, particulate emissions by 98% reduces fuel consumption by 30% to 40%%, and cut costs by up to 20%..





The Clean Air Act specifies that any emulsion diesel fuel that has 14% or greater water is eligible for a 19.7% rebate on the fuel tax. The end user of M-Fuel may in some cases, save money on prices for diesel.





Nano Li Battery





Independent tests have demonstrated that the Nano Li battery utilizing new anode and cathode technologies and only requiring 10% by weight Li is the least expensive and highest Whr/Kg of any comparable type battery at 25% of the cost/KwHr. Independent tests





Volumetric energy density
Wh/l
496.29Mass
Kg
5.45Mass energy density
Wh/Kg
215.80Watt power density
W/kgVoltage
V
4.20





NPW Machine





NPW Series biodiesel processing machines will allow customers to utilize cheaper waste feedstock (high free fatty acid organic oils such as trap grease, beef tallow, chicken fat, algae), reduce production cost /gallon, and produce biodiesel exceeding all ASTM specs. Most equipment providers must first approve feedstock to ensure biodiesel quality. We do not need to approve the biodiesel feedstock and there is no limit on the degree of waste oil that can be processed (up to 99.2% FFA Feedstock). A secondary process is recovers glycerin as a production by product. We also have an additional Glycerin Refining Machine that can make several grades of glycerin to meet applications designated by the customer.





Our Current Operations





Ecolocap has sold its first NPW system is presently undergoing contract negotiations for multiple installations.





-4-
 Table of Contents





The Nano Li Battery promise to change the panorama of the energy storage market in the near-term by offering superior performance compared to existing lithium-ion batteries and greatly reduced prices. Several industries, including the telecommunications industry, have been receptive with either substantial orders or serious demonstrations of interest. We have signed MOU’s for production facilities in Vietnam and Holland.





MBT has also developed a new process that blends non-miscible liquids (oil and water) on a submicron level in order to create a new non-emulsified fuel product that it calls EM-Fuel. Tests conducted in the City of Brisbane, Australia have verified all claims to emissions and savings. We are in the process of signing a distribution contract for M-Fuel in Australia and New Zealand. Additionally, contracts are under negotiation for a large power plant in Chile and possible implementation of M-Fuel in the Ukraine.





Given the turmoil in the Mideast M-Fuel is being evaluated by African and Caribbean nations where the diesel is the main source of power generation as the immediate way to reduce costs, and as an ancillary benefit is the reduction of emission.





In December 2010, MBT announced that it has signed an agreement with Triad Constructors, Inc. to utilize Triad for the sales, distribution, installation and commissioning of the new NPW biodiesel processing units sold.





In April 2011, MBT announced the execution of a purchase agreement with Empresas Energy Partners Chile Generadora de Energia LTDA (EPC) for the shipment of an NPU-10 series fuel emulsion plant to Degan, Chile to produce M-Fuel for 30-45 days starting the first week of may. Upon successful completion of the testing an additional three NPU-60 fuel emulsion plants will be purchased to provide fuel for the entire 40 megawatt station. EPC estimates their demand for M-Fuel will facilitate the need for a minimum of 36 NPU-60 fuel emulsions.





In May 2011, MBT announced that it has signed a distribution agreement with Nano-Tech Industries Pty Ltd, of Acacia Ridge, Australia, to distribute all of its products in Australia, New Zealand and the Pacific Islands.





In July 2011, MBT shipped to Empresas Energy Partners Chile Generadora de Energia LTDA (EPC), for testing purpose, an NPU-10 series fuel emulsion plant to Degan, Chile to produce M-Fuel.





In 2012, Michael Siegel CEO and Jeung Kwak, Chairman have travelled to Ukraine to meet with the Ministry of Energy and Coal. They have presented the non-emulsified fuel product M-Fuel.





In 2012, we have sent samples to Great Britain and Ireland for testing in furnace applications.





Our Vision





EcoloCap brings together the innovation, engineering, and industry knowledge to create products that have a significant—constructive and quantifiable—impact on the environment, while cost-effectively enhancing intrinsic performance characteristics. With these ground-breaking alternative energy products, EcoloCap is uniquely positioned to unleash the power of nanotechnology and revolutionize the world largest markets.





EcoloCap Solutions Inc. is an integrated and complementary network of environmentally focused technology companies that utilize advanced nanotechnology to design, develop, manufacture and sell cleaner alternative energy products. We bring together the technology, engineering, and operational management for the successful development of environmentally significant products and projects. Our business approach combines science, innovation, and market-ready solutions to achieve environmentally sustainable and economically advantageous, power and energy management practices in the following areas:





·
On-Road Transportation: EV/PHEV, trucks, buses, public fleets, mass transit fleets, private fleets


·
Off-Road Transportation: marine engines, locomotives, construction equipment


·
Power Generation: cell towers, data centers, apartments complexes, hospitals, universities


-5-
 Table of Contents





·
Grid Stabilization: utilities, energy services, systems operators, merchant operators, municipalities


·
Industrial: power plants, manufacturing plants, boilers, furnaces, turbines, driers, kilns


·
Government: military, defense contractors, systems integrators, aerospace, propulsion systems





Regulation





The MBT batteries will be undergoing full destructive testing and should be completed by the end of the 3rd quarter. At the present time the only regulations that may affect the MBT Nano Li battery is the transportation by passenger plane. Once destruction testing demonstrates the safety of the batteries they should be allowed to be transported passenger plane.





We will be seeking final approval by the EPA for the M-Fuel additive.





Competition





There are many battery manufactures and types of batteries. The battery market is defined by the mission and cost. To date there is no direct comparison for our batteries and we plan to initially impact the mission sensitive projects.





The M-Fuel technology is unique and is superior to any type of emulsion fuel at reduced selling process than the pre-processed fuel. In our process we recover the free SOx and NOx present in fuel before processing. No other emulsion process eliminates heavy metals, S and N from the fuel prior to processing of the fuel. This process will also be marketed as a standalone process for the elimination of Sulphur from fuel oil.





The bio-diesel processing system makes diesel biodiesel from wasted fats. The MBT process is superior to competing process and at 25% of the cost. The MBT process is the only process that produces 99% pure glycerine by product.





The markets in which we do business are highly competitive. In the market in which we operate, there are many competitors, some of which are significantly larger, have access to much more important resources or capital than us, or have established reputations among potential customers.





ITEM 1A.       RISK FACTORS.





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





ITEM 1B.       UNRESOLVED STAFF COMMENTS.





None.





ITEM 2.          PROPERTIES.





We do not own any real estate. We do not plan on investing in real estate in the near future. We are currently renting office space in Barrington IL on a month to month basis for $1,924 per month. The Company believes that its current office facilities will not be sufficient for the foreseeable future.





ITEM 3.          LEGAL PROCEEDINGS.





We are not presently a party to any litigation.











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ITEM 4.          MINE SAFETY DISCLOSURES.





None.








PART II





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





Market Information





Our shares of common stock are traded on the Bulletin Board operated by the Financial Industry Regulatory Authority (FINRA) under the symbol “ECOS”.





The following table sets forth for the periods indicated the high and low close prices for the Common Shares in U.S. Dollars. These quotations reflect only inter dealer prices, without retail mark up, mark down or commissions and may not represent actual transactions.





2012

High

LowDecember 31, 2012
$
0.030
$
0.004September 30,2012
$
0.030
$
0.004June 30, 2012
$
0.033
$
0.004March 31, 2012
$
0.045
$
0.0032011

High

LowDecember 31, 2011
$
0.022
$
0.001September 30,2011
$
0.032
$
0.020June 30, 2011
$
0.040
$
0.021March 31, 2011
$
0.075
$
0.030





Holders





As of March 31, 2013, we had forty-nine stockholders of record.





Dividends





We have never declared or paid cash dividends. There are currently no restrictions which limit our ability to pay dividends in the future.





Securities authorized for issuance under equity compensation plans





On March 31, 2008, we filed a new Equity Incentive Plan (the “Plan”), effective as of March 31, 2008. On March 30, 2006, we adopted the 2006 Equity Incentive Plan (the “Plan”), effective as of March 24, 2006. Under the Plan, we may issue options, stock appreciation rights, restricted shares, deferred shares or performance shares. The maximum number of such shares of our common stock that may be issued under the Plan is 2,000,000 shares. Our officers, directors, employees and consultants, as well as those of our subsidiaries, may participate in the Plan, as our Compensation Committee may deem to be advisable and in our best interests. No one individual may be awarded options to purchase more than 500,000 shares in any one fiscal year. No one individual may be granted more than 250,000 shares in any one fiscal year. The terms and conditions of each grant shall be as set forth in an award agreement approved by the Compensation Committee.





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 Table of Contents


Equity Compensation Plan Information





Plan category
Number of securities

issued upon exercise of

outstanding options,

warrants and rights
Weighted-average

exercise price of

outstanding options,

warrants and rights
Number of securities remaining

available for future issuance

under equity compensation plans

(excluding securities reflected in

column (a))(a)
(b)
(c)Equity compensation plans approved by

security holders
n/a
n/a
n/aEquity compensation plans not approved by

security holders
365,000
1.04
1,040,000Total
365,000
1.04
1,040,000





Registration Statement





On November 17, 2010, a Registration Statement on Form S-8 (the “Registration Statement”) was filed by Ecolocap Solutions, Inc., a Nevada corporation (the “Company” or the “Registrant”), and the Ecolocap Solutions Inc. 2010 Non-Qualified Stock Option Plan (the “Plan”) relating to 10,000,000 shares of its Common Stock, par value $0.001 per share (the “Common Stock”), to be offered and sold to accounts of eligible persons of the Company under the Plan.





As of December 31, 2012, 10,000,000 shares of common stock have been issued pursuant to this Offering, in compensation for services.





Recent Sales of Unregistered Securities





None.





Purchases of Equity Securities by the Company and Affiliated Purchasers





None.





Section 15(g) of the Securities Exchange Act of 1934





Our company’s shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser’s written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.





Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as “bid” and “offer” quotes, a dealers “spread” and broker/dealer compensation; the broker/dealer compensation, the broker/dealers duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers rights and remedies in causes of fraud in penny stock transactions; and, the FINRA’s toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.





The application of the penny stock rules may affect your ability to resell your shares.


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ITEM 6.          SELECTED FINANCIAL DATA.





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





ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
.





Operations





The following discussion of the financial condition and results of our operations should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this Annual Report on Form 10-K for the year ended December 31, 2012 (this “Report”). This Report contains certain forward-looking statements and our future operating results could differ materially from those discussed herein. Certain statements contained in this Report, including, without limitation, statements containing the words “believes”, “anticipates,” “expects” and the like, constitute “forward-looking statements”. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaims any obligation to update any such factors or to announce publicly the results of any revisions of the forward-looking statements contained or incorporated by reference herein to reflect future events or developments.





Business Plan





MBT is in the process of locating a site to build its first battery factory in Korea. MBT is also in discussion with various international companies for joint ventures in battery production. MBT will be delivering 60 test batteries to an international communications company and a European bus company.





MBTis negotiating with a factory in Korea that would enable the Company to build 6 NPU and NPW’s machine per month.





Results of Operations





For the Twelve Month Period ended December 31, 2012





Overview





We posted net losses of $1,543,631 for the year ended December 31, 2012 as compared to net losses of $8,130,830 last year. The decrease in loss resulted mainly from impairment loss on Intangible Assets and Goodwill.





Development Stage Expenditures





During the year ended December 31, 2012, we recognized Development Stage Expenditures of $3,492,746, an increase of 89% from the year ended December 31, 2011. The increase is primarily attributable to interest on derivative liabilities.





Sales





For the year ended December 31, 2012, we had no sales as compared to no sales in 2011.Other revenues were generated by fees paid according to a Standstill Agreement signed by the Company with Fuel Emulsions International Inc. (FEI), where FEI paid four installments of $50,000 to keep its negotiation exclusivity on the M-Fuel technology.


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Total Cost and Expenses





During the year ended December 31, 2012, we recognized Total Costs and Expenses of $1,543,631, a decrease of 81% from the year ended December 31, 2011. The decrease is attributable to the impairment of the Company’s goodwill and intangible assets as discussed in Note 2.





Selling, General and Administration





During the year ended December 31, 2012, we recognized selling, general and administrative expenses of $1,032,094, an increase of 17% from the year ended December 31, 2011.The increase resulted from the Board of Directors fees and higher consulting fees.





Interest





We calculate interest in accordance with the respective note payable. For the year ended December 31, 2012, we charged $845,398. This compared to $110,022 for last year.The increase is caused by the interest expense resulting from derivative liabilities.





Liquidity and Capital Resources





At December 31, 2012, we had $6,910 in cash, as opposed to $2,482 in cash at December 31, 2011. Total cash requirements for operations for the twelve month period ended December 31, 2012 was $1,400,706. As a result of its new business plan, management estimates that cash requirements through the end of the fiscal year ended December 31, 2013 will be between $2.0 million to $5.5 million. As of the date of this Report, we do not have available resources sufficient to cover the expected cash requirements through the end of the second quarter of 2013 or the balance of the year. As a result, there is substantial doubt that we can continue as an ongoing business without obtaining additional financing. Management’s plans for maintaining our operations and continued existence include selling additional equity securities and borrowing additional funds to pay operational expenses. There is no assurance we will be able to generate sufficient cash from operations, sell additional shares of Common Stock or borrow additional funds. Our inability to obtain additional cash could have a material adverse effect on our financial position, results of operations and our ability to continue our existence. If our losses continue and we are unable to secure additional financing, we may ultimately be required to seek protection from creditors under applicable bankruptcy laws.





We had total current assets of $6,910 as of December 31, 2012. This was a decrease of $175,435, or 96%, as compared to current assets of $182,345 as of December 31, 2011. The decrease was primarily attributable to a decrease in the Deposit on machinery.





We had total assets of $380,839 as of December 31, 2012. This was a decrease of 194,512, or 34%, as compared to total assets of $575,351 as of December 31, 2011. The decrease was primarily attributable to a decrease in the Deposit on machinery.





We had total current liabilities of $3,128,613 as of December 31, 2012. This was an increase of $682,488 or 28%, as compared to current assets of $2,446,125 as of December 31, 2011. The net increase was attributable to derivative liabilities.





We are party to a lease for our Montreal office (the “Montreal Lease”), at a minimum annual rent of approximately $64,000 per year. The Montreal Lease expires in February 15, 2014. The Company has vacated the premises and according to the lease, a six month rent might have to be paid if the landlord intends a lawsuit against the Company. The six month rent amount has been provisioned in the Financial Statements.








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 Table of Contents





Our financial condition raises substantial doubt about our ability to continue as a going concern. Management’s plan for our continued existence includes selling additional stock through private placements and borrowing additional funds to pay overhead expenses while maintaining marketing efforts to raise our sales volume. Our future success is dependent upon our ability to achieve profitable operations, generate cash from operating activities and obtain additional financing. There is no assurance that we will be able to generate sufficient cash from operations, sell additional shares of common stock or borrow additional funds. Our inability to obtain additional cash could have a material adverse effect on our financial position, results of operations and our ability to continue as a going concern.





This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this Memorandum. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.





We have only had operating losses which raise substantial doubts about our viability to continue our business and our auditors have issued an opinion expressing the uncertainty of our company to continue as a going concern. If we are not able to continue operations, investors could lose their entire investment in our company.





Limited Operating History





We have a history of operating losses, and may continue to incur operating losses. We experienced losses during the fiscal year ending December 31, 2012. With respect to the audited year ending December 31, 2012, we incurred losses of $1,543,631 (compared with losses of $8,130,830 for the same period last year). We had negative working capital for the year ending December 31, 2012 of $3,121,703 (compared with $2,263,780 for the same period last year), and a stockholders’ deficiency of $6,981,489 as of December 31, 2012 (compared with a stockholders’ deficiency of $6,370,581 as of December 31, 2011). All of these developments raise substantial doubt about our ability to continue as a going concern. As a result of these losses and the losses incurred as of December 31, 2012, our auditors may issue an opinion in their audit report for the year ended December 31, 2012 expressing uncertainty about the ability of our Company to continue as a going concern. This means that there is substantial doubt whether we can continue as an ongoing business without additional financing and/or generating profits from our operations.





Contractual Obligations





The Company is a party to a lease for its Barrington office, at a minimum annual rent of approximately $23,000 per year. The Barrington lease expires in May 2013.





Off Balance Sheet Arrangements





We have no off balance sheet arrangements other than as described above.





We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.








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ITEM 7A.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.





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





ITEM 8.          FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.





IndexREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
F-1Consolidated Balance Sheets
F-2Consolidated Statements of Stockholders’ Equity (Deficiency)
F-3Consolidated Statements of Operations
F-4Consolidated Statement of Cash Flows
F-5Notes to Consolidated Financial Statements
F-6


























-12-
 Index to Financials













-13-
 Index to Financials


ECOLOCAP SOLUTIONS INC.


(A Development Stage Company)


CONSOLIDATED BALANCE SHEETS


December 31,








2012

2011ASSETSCURRENT ASSETSCash
$
6,910
$
2,482Deposit on machinery

-

175,000Prepaid expenses and sundry current assets

-

4,863TOTAL CURRENT ASSETS

6,910

182,345PROPERTY AND EQUIPMENT, AT COST, LESS

ACCUMULATED DEPRECIATION

373,929

393,006TOTAL ASSETS
$
380,839
$
575,351LIABILITIES AND STOCKHOLDERS’ DEFICIENCYCURRENT LIABILITIES:Customer deposits

175,000

498,772Notes payable

551,549

148,977Notes payable-stockholders

791,144

706,475Derivative liabilities

723,437

-Accrued expenses and sundry current liabilities

887,483

1,091,901TOTAL CURRENT LIABILITIES
$
3,128,613
$
2,446,125STOCKHOLDERS’ DEFICIENCYCommon stock
$1,000,000,000 shares authorized, par value $0.001, 372,410,782 and

199,033,379 shares, respectively issued and outstanding

372,411

199,033Additional paid in capital

34,430,863

33,937,610Accumulated Deficit

(25,059,593)

(25,059,593)Deficit accumulated during development period

(16,725,170)

(15,447,631)TOTAL STOCKHOLDERS’ DEFICIENCY- Ecolocap Solutions, Inc.
$
(6,981,489)
$
(6,370,581)Less Non-controlling interest

4,233,715

4,499,807TOTAL STOCKHOLDERS’ DEFICIENCY

(2,747,774)

(1,870,774)TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
$
380,839
$
575,351








F-2


-14-
 Index to Financials


ECOLOCAP SOLUTIONS INC.


(A Development Stage Company)


CONSOLIDATED STATEMENTS OF STOCKHOLDERS (DEFICIENCY)


Stockholders’ Equity








Common stock




DeficitAuthorized




accumulated

Other500,000,000

Additional


during

ComprehensiveStockholders


Shares, Par value

paid in

Accumulated
Development

Income


Non-controllingDeficiency
Shares

$0.001

Capital

Deficit
Stage

(Loss)
Subtotal

interest
TotalJanuary 1, 2007
34,578,268
$
97,502
$
13,329,355
$
(25,059,593)
-
$
220,463
(11,412,273)
$

(11,412,273)Proceeds from the issuance of

Common stock
990,000

990

1,002,410

-


-
1,003,400


1,003,400Stock options




1,372,897





1,372,897


1,372,897Net Income


-

-


6,306,507


6,306,507


6,306,507Other comprehensive Income









(220,463)
(220,463)


(220,463)December 31, 2007
35,568,268
$
98,492
$
15,704,662
$
(25,059,593)
6,306,507
$
-
(2,949,932)
$

(2,949,932)Shares issued for settlement of services
4,500,000

4,500

3,834,500





3,839,000


3,839,000Shares issued following exercise of

stock options
25,000

25

225





250


250Proceeds from the issuance of

Common stock
250,000

250

74,750

-


-
75,000


75,000Shares issued for settlement of a debt
3,470,471

3,470

3,133,830





3,137,300


3,137,300Net Loss


-

-


(4,939,044)


(4,939,044)


(4,939,044)December 31, 2008
43,813,739
$
106,737
$
22,747,967
$
(25,059,593)
1,367,463
$
-
(837,426)
$

(837,426)Shares issued following acquisition
54,000,000

54,000

7,118,000





7,172,000


7,172,000Shares issued  for services
1,650,000

1,650

266,350





268,000


268,000Non-controlling interest pursuant

to acquisition(see Note 2)












5,643,000
5,643,000Proceeds from the issuance of

Common stock
460,923

461

139,539








140,000Net Loss


-

-


(907,051)


(907,051)

(68,806)
(975,857)December 31, 2009
99,924,662
$
162,848
$
30,271,856
$
(25,059,593)
460,412
$
-
5,835,523
$
5,574,194
11,409,717Shares issued for services
825,000

825

91,675








92,500Shares issued for settlement of a debt
15,399,276

8,398

1,211,188





92,500


1,219,586Proceeds from the issuance of

Common stock
4,362,154

4,362

213,638





218,000


218,000Imputed interest on non-interest bearing

stockholders loans




6,116





6,116


6,116Net Loss







(8,390,200)




(461,400)
(8,851,600)December 31, 2010
120,511,092
$
120,511
$
31,850,395
$
(25,059,593)
(7,929,788)
$
-
(1,018,475)
$
5,112,794
4,094,319Shares issued for services
9,456,414

9,457

204,622





214,079


214,079Shares issued for settlement of a debt
67,407,978

67,407

1,799,245





1,866,652-


1,866,652Proceeds from the issuance of

Common stock
1,657,895

1,658

66,500





68,158


68,158Imputed interest on non-interest bearing

stockholders loans




16,848





16,848


16,848Net Loss







(7,517,843)


(7,517,843)

(612,987)
(8,130,830)December 31, 2011
199,033,379
$
199,033
$
33,937,610
$
(25,059,593)
(15,447,631)
$
-
(6,370,581)
$
4,499,807
(1,870,774)Shares issued for services
9,363,781

9,364

89,973





99,337


99,337Shares issued for settlement of a debt
164,013,622

164,014

375,506





539,520


539,520Proceeds from the issuance of

Common stockImputed interest on non-interest bearing

stockholders loans




27,774





27,774


27,774Net Loss







(1,277,539)


(1,277,539)

(266,092)
(1,543,631)December 31, 2012
372,410,782
$
372,411
$
34,430,863
$
(25,059,593)
(16,725,170)
$
-
(6,981,489)
$
4,233,715
(2,747,774)











F-3


-15-
 Index to Financials


ECOLOCAP SOLUTIONS INC.


(A Development Stage Company)


CONSOLIDATED STATEMENTS OF OPERATIONS








Beginning ofdevelopment stage,January 1, 2007,December 31,

December 31,

through2012

2011

December 2012SALES
$
-
$
-
$
469,840Cost of sales

-

-

452,000Gross Profit

-

-

17,840COSTS AND EXPENSES:

-

-

-Selling, general and administrative

1,032,094

881,845

4,207,439Depreciation and amortization

73,290

268,358

920,796Research and development

300,000

582,355

1,360,278Gain on settlement debts-foreign Subsidiary

-

-

(8,013,125)Gain on  sale of equipment

(209,214)



(209,214)Impairment Loss Intangible Assets

-

2,422,495

5,499,842Impairment Loss Goodwill

-

3,233,928

7,008,721Compensation expense (gain)

(55,280)

78,999

145,126Stock Based compensation

-

-

5,211,897Debt conversion inducement expense

-

550,369

820,297Compensation for services

-

-

258,000Gain on derivatives liabilities at market

(242,646)



(242,646)Payments received under Standstill Agreement

(200,000)

-

(200,000)Interest

845,398

110,022

1,411,119Foreign exchange loss (gain)

(11)

2,459

(163,429)TOTAL COSTS AND EXPENSES

1,543,631

8,130,830

18,015,101Net loss from continuing operations
$
(1,543,631)
$
(8,130,830 )
$
(17,997,261)Net loss from discontinued operations
$
-
$
-

(185,451)Gain on Sale of discontinued operations

-

-

48,257Net loss

(1,543,631)

(8, 130,830)

(18,134,455)Attributable to:Ecolocap Solutions Inc.
$
(1,277,539)
$
(7,517,843)
$
(16,725,170)Non-controlling interest
$
(266,092)
$
(612,987)
$
(1,409,285)Loss Per ShareContinuing operations
$
(0.01)

(0.05)

N/A$
(0.01)
$
(0.05)
$
N/AAverage weighted Number of Shares Outstanding

288,861,328

162,171,694

N/A





F-4


-16-
 Index to Financials


ECOLOCAP SOLUTIONS INC.


(A Development Stage Company)


CONSOLIDATED STATEMENTS OF CASH FLOWS








Beginning ofdevelopment stage,December 31,

December 31,

January 1, 2007, through2012

2011

December 31, 2012Total loss
$
(1,543,631)
$
(8,130,830)
$
(18,134,455)Adjustment to reconcile net loss to net cash used inoperating activitiesDepreciation and amortization

73,290

268,358

920,797Imputed interest of shareholders loans

27,774

16,848

50,738Impairment loss intangible assets

-

2,422,495

5,499,842Impairment loss goodwill

-

3,233,928

7,008,721Gain on sale of equipment

(209,214)



(209,214)Compensation expense

(55,280)

78,999

145,126Debt conversion inducement expense

-

550,369

820,297Issuance of common stock for services

-

-

3,269,600Stock based compensation

-

-

5,211,897Interest loans conversion

46,194



46,194Gain on derivatives liabilities at market

(242,646)



(242,646)Interest expense on derivatives

685,517



685,517Unrealized foreign exchange





(220,463)Non cash adjustmentChanges in operating assets and liabilitiesPrepaid expenses and sundry current assets

4,863

(4,863)

41,345Deposit on machinery

175,000

-

545,400Customer deposit

(323,772)

323,772

(279,940)Accrued expenses and sundry current liabilities

(38,801)

64,876

(1,999,976)Net cash provided by (used in) operating activities
$
(1,400,706)
$
(1,176,048)
$
3,158,780Investing activitiesDisposition of property and equipment

330,000

-

359,352Cash acquired during acquisition

-

-

38,115Acquisitions of property and equipment

(175,000)

-

(695,355)Net cash used in investing activities
$
155,000
$
-
$
(297,888)Financing activitiesStock payable

-

-

(1,000,000)Issuance of common stock

-

60,000

471,010Sale of common stock





1,003,400Proceeds of loans payable

654,500

42,091

806,090Proceeds of loans payable shareholder

595,634

1,050,519

(4,263,089)Net cash provided by (used in) financing activities
$
1,250,134
$
1,152,610
$
(2,982,589)Increase (decrease) in cash

4,428

(23,438)

(121,697)Cash- beginning of period

2,482

25,920

128,607Cash - end of period
$
6,910
$
2,482
$
6,910Supplemental Disclosure of Cash Flow informationNon cash items:Conversion of debt to Equity

-

550,369

820,297Non cash component of debt conversion

-Interest loans conversion

46,194


F-5


-17-
 Index to Financials


ECOLOCAP SOLUTIONS INC.


(A Development Stage Company)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS








NOTE 1 – NATURE OF BUSINESS





EcoloCap Solutions Inc. is an integrated and complementary network of environmentally focused technology companies that utilize advanced nanotechnology to design, develop and sell cleaner alternative energy products. We bring together the technology, engineering, and operational management for the successful development of environmentally significant products and projects. Our business approach combines science, innovation, and market-ready solutions to achieve environmentally sustainable and economically advantageous, power and energy management practices in the following areas:





MBT M-Fuel





EcoloCap Solutions Inc., through its subsidiary Micro Bubble Technologies Inc. (MBT), developed M-Fuel, an innovative suspension fuel that far exceeds all conventional fuels’ costs and efficiencies. This environmentally-friendly and economical product is designed to offer fully scalable and customizable fuel solutions that will increase efficiency, lower operating costs, and reduce emissions. M -Fuel is a suspension mixture of 60% heavy oil, 40% H plus O2 molecules, and a 0.3% stabilizing additive. The production of M-Fuel takes place in our Nano Processing Units (NPU), a self contained device that is sized for output. The NPU’s can be configured to operate in conjunction with an engine or burner to sully M-Fuel on demand, or pre-manufactured for delivery. M-Fuels unique burning process facilitates increased efficiency, resulting in reduced emissions by 60%, reduced fuel consumption by 40%, and cut costs by up to 25%.





MBT -Batteries





EcoloCap Solutions Inc., through its subsidiary Micro Bubble Technologies Inc. (MBT), developed the Carbon Nano Tube Battery (CNT-Battery), a fully recyclable, rechargeable battery that far exceeds the performance capabilities of any existing battery on the market at this time. This environmentally-friendly and economical product is designed to offer fully scalable and customizable power solutions that will increase efficiency, lower operating costs, and reduce emissions. Our proprietary technology modifies the fabrication of lead acid batteries by applying a highly-conductive carbon nano tube coating to the anode and cathode cells. As a result, conductive surface area is increased by a factor of billions and electricity is carried out more efficiently. The CNT-Battery’s advanced technology demonstrates eight times the reserve capacity of traditional lead acid batteries, two and a half times the energy density of lithium-ion batteries, and a recharge time of just five minutes; all at a fraction of the cost of lithium-ion batteries.





DEVELOPMENT STAGE COMPANY





The Company was an active business from 2005 through 2006 and was involved in the artificial sport surface. From 2007 through September 2010, the Company was looking for new business and commenced the Carbon Credits (CER’S) business. In the 2009, the Company acquired a participation in Micro Bubble Technologies Inc. and became an integrated and complementary network of environmentally focused technology company. The Company currently has operations but limited revenues and, in accordance with the relevant authoritive guidance is considered a Development Stage Enterprise. As a development stage enterprise, the Company discloses the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from January 1, 2007 to the current balance sheet date.











F-6


-18-
 Index to Financials


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





PRINCIPLES OF CONSOLIDATION





The consolidated financial statements include the accounts of the Company and its subsidiary Micro Bubble Technologies Inc. (see Note 12 All significant inter-company accounts and transactions have been eliminated.





CASH AND CASH EQUIVALENTS





The Company considers all highly liquid debt instruments with original maturities not exceeding three months to be cash equivalents.





The Company maintains cash balances at various financial institutions. Accounts at each institution are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company’s accounts at these institutions may, at times, exceed the federally insured limits. The Company has not experienced any losses in such accounts.





FAIR VALUE OF FINANCIAL INSTRUMENTS





The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.





The estimated fair value of certain financial instruments, including cash and cash equivalents, deposits, prepaid expenses, notes payable, and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.





MC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. MC 820 describes three levels of inputs that may be used to measure fair value:





-
level l - quoted prices in active markets for Identical assets or liabilities-
level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable-
level 3 - inputs that are unobservable (for example cash flow modeling inputs based on assumptions)





INCOME TAXES





We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. 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 be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.





ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and 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. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.


F-7


-19-
 Index to Financials


USE OF ESTIMATES





In preparing financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenue and expenses in the income statement. Actual results could differ from those estimates.





REVENUE RECOGNITION





The Company’s business plan is to sell machinery used to prepare M-fuel. The machinery is manufactured for the Company by a third-party in Korea. Revenue is recognized at the time of shipment and when title changes hands to the buyer.





Convertible Instruments





We evaluate and account for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities”.





Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.





We account for convertible instruments (when we have determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: We record when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption.





LOSS PER COMMON SHARE





The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding.





Diluted net loss per common share is computed by dividing the net loss, adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities.





STOCK BASED COMPENSATION





We recognize compensation expense for stock-based compensation in accordance with ASC Topic 718. For employee stock-based awards, we calculate the fair value of the award on the date of grant using the Black-Scholes method for stock options and the quoted price of our common stock for unrestricted shares; the expense is recognized over the service period for awards expected to vest. For non-employee stock-based awards, we calculate the fair value of the award on the date of grant in the same manner as employee awards, however, the awards are revalued at the end of each reporting period and the pro rata compensation expense is adjusted accordingly until such time the nonemployee award is fully vested, at which time the total compensation recognized to date equals the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipient’s performance is complete. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. We consider many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience.


F-8


-20-
 Index to Financials





GOODWILL, OTHER INTANGIBLES AND LONG-LIVED ASSETS





The Company records as goodwill the excess of purchase price over the fair value of the tangible and identifiable intangible assets acquired. Current authoritative guidance requires that goodwill not being amortized, but to be tested for impairment annually as well as when an event or change in circumstance indicates an impairment may have occurred. Goodwill is tested for impairment by comparing the fair value of the Company’s individual reporting units to their carrying amount to determine if there is potential goodwill impairment. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the implied fair value of the goodwill of the reporting unit is less than its carrying value.





Long-lived assets, including fixed assets and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. In reviewing for impairment, the carrying value of such assets is compared to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition. If such cash flows are not sufficient to support the asset’s recorded value, an impairment charge is recognized to reduce the carrying value of the long-lived asset to its estimated fair value. The determination of future cash flows, as well as the estimated fair value of long-lived assets, involves significant estimates on the part of management. In order to estimate the fair value of a long-lived asset, the Company may engage a third-party to assist with the valuation. If there is a material change in economic conditions or other circumstances influencing the estimate of future cash flows or fair value, the Company could be required to recognize impairment charges in the future.





Impairment:





At each reporting date, the Company assesses whether there is any indication that its intangible assets, or property, plant and equipment are impaired. If any such indication exists, the Group estimates the recoverable amount of the asset and the impairment loss if any. Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate that it might be impaired. If an asset does not generate cash flows that are independent from those of other assets or groups of assets, recoverable amount is determined for the cash generating unit to which the asset belongs. The recoverable amount of an asset is the higher of its fair value less cost to sell and its value in use. Value in use is the present value of future cash flows from the asset or cash generating unit discounted at a rate that reflects market interest rates adjusted for risks specific to the asset or cash- generating unit that have not been reflected in the estimation of future cash flows. If the recoverable amount of an intangible or tangible asset is less than its carrying value, an impairment loss is recognised immediately in profit or loss and the carrying value of the asset reduced by the amount of the loss. A reversal of an impairment loss on intangible assets (excluding goodwill) or property, plant and equipment is recognised as it arises provided the increased carrying value does not exceed that which it would have been had no impairment loss been recognised. Impairment losses on goodwill are not reversed. During the year ended December 31, 2010, we incurred an intangible assets impairment loss of $3,077,793.This impairment loss relates to our acquisition for MICRO BUBBLE TECHNOLOGIES INC. as our management has adjusted downward our Customer Relationship agreements because the two agreements have been terminated over the past year. We incurred a goodwill impairment loss of $3,774,793.This impairment loss relates to our acquisition for MICRO BUBBLE TECHNOLOGIES INC. is in direct proportion of the adjustment of our Customer Relationship agreements.





During the year ended December 31, 2011, we recorded an intangible assets impairment loss of $5,656,423.This impairment loss relates to our acquisition for MICRO BUBBLE TECHNOLOGIES INC. as our management has adjusted downward our Batteries and M-Fuel technologies because the two technologies have not been generated the forecasted income over the past year.





PROPERTY AND EQUIPMENT AND DEPRECIATION POLICY





Property and equipment are recorded at cost. Depreciation is provided for in amounts sufficient to amortize the costs of the related assets over their estimated useful lives on the straight-line and accelerated methods for both financial reporting and income tax purposes.


F-9


-21-
 Index to Financials





Maintenance, repairs and minor renewals are charged to expense when incurred. Replacements and major renewals are capitalized.





RESEARCH AND DEVELOPMENT





Research and development costs are charged to expense as incurred.








NOTE 3 – GOING CONCERN





The Company’s consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. The Company posted net loss of $1,543,631 for the year ended December 31, 2012.The Company has negative working capital of $3,121,703 at December 31, 2012 and a stockholders’ deficiency of $6,981,489 at December 31, 2012. These factors among others raise substantial doubt about the Company’s ability to continue as a going concern.





Management’s plans for the Company’s continued existence include selling additional stock and borrowing additional funds to pay overhead expenses.





With the opportunities created by the Batteries and M Fuel, management has begun the process of redeploying its assets, identifying business strategies that offers above average profit potential and identifying the resources necessary to successfully execute it new strategic direction.





Recognizing the opportunity this new market represents, the Company has developed an integrated development approach that focuses upon both existing and needed infrastructure facilities to produce substantial new value.





The Company’s future success is dependent upon its ability to achieve profitable operations, generate cash from operating activities and obtain additional financing. There is no assurance that the Company will be able to generate sufficient cash from operations, sell additional shares of common stock or borrow additional funds.





The Company’s inability to obtain additional cash could have a material adverse effect on its financial position, results of operations and its ability to continue in existence. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.








NOTE 4 – PROPERTY & EQUIPMENT





Property and equipment is stated at cost. Depreciation is computed using the straight-line method over the estimated useful life of the assets ranging from 3 to 7 years.





December 31

December 31,2012

2011Testing equipment
$
493,000
$
496,000Computer equipment

11,654

11,654Furniture & fixtures

12,701

12,701$
517,355
$
520,355Less: accumulated depreciation

143,426
$
127,349Balance December 31, 2012
$
373,929
$
393,006





F-10


-22-
 Index to Financials





NOTE 5 – ACCRUED EXPENSES AND SUNDRY CURRENT LIABILITIES





Accrued expenses consisted of the following at December 31:





2012

2011Accrued interest
$
59,180
$
19,746Accrued compensation

201,346

88,751Accounts payable

268,500

736,000Accrued operating expenses

358,457

247,404$
887,483
$
1,091,901








NOTE 6 – NOTE PAYABLE





In 2012, the Company received loan from Tonaquint Inc. in the amount of $112,500. The amount owed to Tonaquint Inc. at December 31, 2012, is shown net of the remaining debt discount of $69,584 resulting in a balance of $42,916. The loan is convertible, over a one year period, into restricted common shares at a fixed price. The price of the shares is equal to 60% of the market price of the shares at the date of the execution of the conversion. This loan bears interest at 8% per annum and is payable on demand.





On April 2, 2012, the Company signed an agreement with Plaus Company to convert an account payable into a note payable. The amount owed to Plaus Company at December 31, 2012 is $496,000. This note bears interest at 5% per annum and is payable on demand.





In 2012, the Company received loan from AES Capital Corp. in the amount of $21,000. The amount owed to AES Capital Corp. at December 31, 2012, is shown net of the remaining debt discount of $15,867 resulting in a balance of $5,133. The loan is convertible, over a one year period, into restricted common shares at a fixed price. The price of the shares is equal to 50% of the market price of the shares at the date of the execution of the conversion. This loan bears interest at 8% per annum and is payable on demand.





In 2012, the Company received loan from JMJ Financial in the amount of $25,000. The amount owed to JMJ Financial at December 31, 2012, is shown net of the remaining debt discount of $17,500 resulting in a balance of $7,500. The loan is convertible, over a one year period, into restricted common shares at a fixed price. The price of the shares is equal to 60% of the market price of the shares at the date of the execution of the conversion. This loan bears interest at 8% per annum and is payable on demand.








NOTE 7 – PAYABLE – STOCKHOLDERS





On January1, 2012, DT Crystal elected to convert loans of $2,404 into 414,483 common shares of the Company. The calculated price of the shares of the Company was to $0.0058 per common shares ($2,404 divided by 414,483 shares) and the market price was equal to 0.0076 per common shares of the Company which results in an interest expense of $746. The amount owed to DT Crystal at December 31, 2012 is $0.





During 2012, Asher Enterprises Inc converted loans aggregating $146,000 plus accrued interests of $8,500 into 57,790,127 common shares of the Company. The calculated value of the shares ranged from $.0013 to .0041 per share and the market price ranged from 0039 to .025 per share.





In 2012, the Company received loans from Asher Enterprises Inc. in the amount of $205,000. The unpaid balance of the loan December 31, 2012, is shown net of the remaining debt discount of $91,311 resulting in a balance of $39,189. The loans are convertible, over a one year period, into restricted common shares at a fixed price. The price of the shares is equal to 58% of the market price of the shares at the date of the execution of the conversion. This loan bears interest at 8% per annum and is payable on demand.


F-11


-23-
 Index to Financials





In 2012, the Company received loans from AGS Capital Group LLC in the amount of $116,500. On November 15, 2012 AGS Capital Group LLC converted loans of $29,814 into 6,276,660 shares of the Company. The calculated value of the shares was equal to $0.0057 per share and the market price was $0.0017 per share.





On December 12, 2012 AGS Capital Group LLC converted loans of $23,540 into 7,000,000 shares of the Company. The calculated value of the shares was equal to $0.0034 per share and the market price was $0.0073 per share. The amount owed to AGS Capital Group LLC at December 31, 2012, is shown net of the remaining debt discount of $52,896 resulting in a balance of $10,250. The loans are convertible, over a one year period, into restricted common shares at a fixed price. The price of the shares is equal to 50% of the market price of the shares at the date of the execution of the conversion. This loan bears interest at 8% per annum and is payable on demand.





In 2012, the Company received loans from Panache Capital LLC in the amount of $65,000. On December 5, 2012 Panache Capital LLC converted loans of $25,092 into 8,200,000 shares of the Company. The calculated value of the shares was equal to $0.0031 per share and the market price was $0.008 per share. The amount owed to Panache Capital LLC at December 31, 2012, is shown net of the remaining debt discount of $33,408 resulting in a balance of $6,500. The loans are convertible, over a one year period, into restricted common shares at a fixed price. The price of the shares is equal to 50% of the market price of the shares at the date of the execution of the conversion. This loan bears interest at 7% per annum and is payable on demand.





In 2012, the Company received $215,488 in loans from stockholders. The amount owed to stockholders at December 31, 2012 is $673,459. These loans are non interest bearing but interest is being imputed at 5.00% per annum and are payable on demand.





In 2012, the Company received net loans from Hanscom K. Inc. in the amount of $6,354. The amount owed to Hanscom K. Inc. at December 31, 2012 is $33,246. These loans are non-interest bearing and are payable on demand.





During 2012, the Company did not receive any loans from RCO Group Inc. The amount owed to RCO Group Inc. at December 31, 2012 is $28,500. These loans are non-interest bearing and are payable on demand.





On January 31, 2012 Black Mountain Equities, Inc. converted debenture of $15,000 into 5,178,763 shares of the Company. The fair value of the shares was equal to $0.0029 per share and the market price was $0.0048 per share.





On March 22, 2012 Black Mountain Equities, Inc. converted debenture of $20,000 plus $2,500 of interests into 12,857,173 shares of the Company. The fair value of the shares was equal to $0.0017 per share and the market price was $0.016 per resulting in a debt conversion inducement expense of $183,215. The amount of the Black Mountain Equities, Inc. convertibledebenture, Inc. at December 31, 2012 is $0.








NOTE 8 – DERIVATIVE LIABILITIES





On December 8, 2011, the Company issued a drawdown convertible promissory note (“the drawdown note”) to an investor, in the principal amount of $32,500, at an interest rate of eight percent (8%) per annum. The drawdown note can be prepaid upon five days notice, is payable nine months following its issuance on September 5, 2012, and all or a portion of the principal and interest is convertible upon demand into fully paid and non-assessable shares of the Company’s common stock at 58% of the average of the lowest three trading prices of the Company’s common stock during the ten trading day period ending on the latest complete trading day period to the conversion date. The Company requested $32,500 and received proceeds in the amount of $25,000 from the drawdown note on December 8, 2011. The conversion option was recorded as a discount on notes payable of $20,500 was valued using the Black- Scholes Method using a risk free rate of 2.00%, volatility rate of 230.36%, and a forfeiture rate of 0%.and expensed over the nine months life of the of the drawdown note. Interest expense of $33,396 was recorded in 2012 related to this conversion option. Additional interest expense of $604 was accrued as of December 31, 2012 related to the eight percent (8%) per annum payable under the drawdown note.


F-12


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 Index to Financials





From April 2 to May 29, 2012, the Company issued a drawdown convertible promissory notes (“the drawdown notes”) to an investor, in the aggregate amount of $177,500, at an interest rate of eight percent (8%) per annum. The drawdown notes can be prepaid upon five days notice, is payable nine months following its issuance, and all or a portion of the principal and interest is convertible upon demand into fully paid and non-assessable shares of the Company’s common stock at 58% of the average of the lowest three trading prices of the Company’s common stock during the ten trading day period ending on the latest complete trading day period to the conversion date. The conversion options were recorded as a discount on notes payable of $177,500 were valued using the Black- Scholes Method using a risk free rate of 0.14%, volatility rate of 228.63%, and a forfeiture rate of 0%.and expensed over the nine months life of the of the drawdown notes. Interest expense of $65,419 was recorded in 2012 related to this conversion options. Additional interest expense of $7,263 was accrued as of December 31, 2012 related to the eight percent (8%) per annum payable under the drawdown note.





On September 20, 2012, the Company issued a drawdown convertible promissory note (“the drawdown notes”) to an investor, in the aggregate amount of $112,500, at an interest rate of eight percent (8%) per annum. The drawdown notes can be prepaid upon five days notice, is payable nine months following its issuance, and all or a portion of the principal and interest is convertible upon demand into fully paid and non-assessable shares of the Company’s common stock at 58% of the average of the lowest three trading prices of the Company’s common stock during the ten trading day period ending on the latest complete trading day period to the conversion date. The conversion options were recorded as a discount on notes payable of $112,500 were valued using the Black- Scholes Method using a risk free rate of 0.14%, volatility rate of 228.63%, and a forfeiture rate of 0%.and expensed over the nine months life of the of the drawdown notes. Interest expense of $38,797 was recorded in 2012 related to this conversion options. Additional interest expense of $550 was accrued as of December 31, 2012 related to the eight percent (8%) per annum payable under the drawdown note.





On October 11, 2012, the Company issued a drawdown convertible promissory note (“the drawdown notes”) to an investor, in the aggregate amount of $25,000, at an interest rate of eight percent (8%) per annum. The drawdown notes can be prepaid upon five days notice, is payable nine months following its issuance, and all or a portion of the principal and interest is convertible upon demand into fully paid and non-assessable shares of the Company’s common stock at 60% of the average of the lowest three trading prices of the Company’s common stock during the ten trading day period ending on the latest complete trading day period to the conversion date. The conversion options were recorded as a discount on notes payable of $25,000 were valued using the Black- Scholes Method using a risk free rate of 0.14%, volatility rate of 228.63%, and a forfeiture rate of 0%.and expensed over the nine months life of the of the drawdown notes. Interest expense of $27,951 was recorded in 2012 related to this conversion options. Additional interest expense of $450 was accrued as of December 31, 2012 related to the eight percent (8%) per annum payable under the drawdown note.





On November 13, 2012, the Company issued a drawdown convertible promissory note (“the drawdown notes”) to an investor, in the aggregate amount of $65,000, at an interest rate of eight percent (8%) per annum. The drawdown notes can be prepaid upon five days notice, is payable nine months following its issuance, and all or a portion of the principal and interest is convertible upon demand into fully paid and non-assessable shares of the Company’s common stock at 50% of the average of the lowest three trading prices of the Company’s common stock during the ten trading day period ending on the latest complete trading day period to the conversion date. The conversion options were recorded as a discount on notes payable of $65,000 were valued using the Black- Scholes Method using a risk free rate of 0.14%, volatility rate of 228.63%, and a forfeiture rate of 0%.and expensed over the nine months life of the of the drawdown notes. Interest expense of $42,358 was recorded in 2012 related to this conversion options. Additional interest expense of $548 was accrued as of December 31, 2012 related to the eight percent (8%) per annum payable under the drawdown note.





On December 4, 2012, the Company issued a drawdown convertible promissory note (“the drawdown notes”) to an investor, in the aggregate amount of $102,500, at an interest rate of eight percent (8%) per annum. The drawdown notes can be prepaid upon five days notice, is payable nine months following its issuance, and all or a portion of the principal and interest is convertible upon demand into fully paid and non-assessable shares of the Company’s common stock at 50% of the average of the lowest three trading prices of the Company’s common stock during the


F-13


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 Index to Financials





ten trading day period ending on the latest complete trading day period to the conversion date. The conversion options were recorded as a discount on notes payable of $102,500 were valued using the Black- Scholes Method using a risk free rate of 0.14%, volatility rate of 228.63%, and a forfeiture rate of 0%.and expensed over the nine months life of the of the drawdown notes. Interest expense of $66,796 was recorded in 2012 related to this conversion options. Additional interest expense of $712 was accrued as of December 31, 2012 related to the eight percent (8%) per annum payable under the drawdown note.





On December 7, 2012, the Company issued a drawdown convertible promissory note (“the drawdown notes”) to an investor, in the aggregate amount of $27,500, at an interest rate of eight percent (8%) per annum. The drawdown notes can be prepaid upon five days notice, is payable nine months following its issuance, and all or a portion of the principal and interest is convertible upon demand into fully paid and non-assessable shares of the Company’s common stock at 58% of the average of the lowest three trading prices of the Company’s common stock during the ten trading day period ending on the latest complete trading day period to the conversion date. The conversion options were recorded as a discount on notes payable of $27,500 were valued using the Black- Scholes Method using a risk free rate of 0.14%, volatility rate of 228.63%, and a forfeiture rate of 0%.and expensed over the nine months life of the of the drawdown notes. Interest expense of $27,677 was recorded in 2012 related to this conversion options. Additional interest expense of $147 was accrued as of December 31, 2012 related to the eight percent (8%) per annum payable under the drawdown note.





On December 17, 2012, the Company issued a drawdown convertible promissory note (“the drawdown notes”) to an investor, in the aggregate amount of $21,000, at an interest rate of eight percent (8%) per annum. The drawdown notes can be prepaid upon five days notice, is payable nine months following its issuance, and all or a portion of the principal and interest is convertible upon demand into fully paid and non-assessable shares of the Company’s common stock at 50% of the average of the lowest three trading prices of the Company’s common stock during the ten trading day period ending on the latest complete trading day period to the conversion date. The conversion options were recorded as a discount on notes payable of $21,000 were valued using the Black- Scholes Method using a risk free rate of 0.14%, volatility rate of 228.63%, and a forfeiture rate of 0%.and expensed over the nine months life of the of the drawdown notes. Interest expense of $13,685 was recorded in 2012 related to this conversion options. Additional interest expense of $51 was accrued as of December 31, 2012 related to the eight percent (8%) per annum payable under the drawdown note.








NOTE 9 – CAPITAL STOCK





The Company is authorized to issue 1,000,000,000 shares of common stock (par value $0.001) of which 372,410,782 were issued and outstanding as of December 31, 2012.





On January 1, 2012, Capex Investments Limited elected to convert loans of $148,977 into 25,582,129 common shares of the Company. The calculated price of the shares of the Company was equal to $0.0058 per common share($148,977 divided by 25,582,129 shares) and the market price was equal to 0.0076 per common shares of the Company which results in an interest expense of $45,448. The amount owed to Capex Investments Limited at December 31, 2012 is $0.





On January 3, 2012, we issued 3,382,323 shares of to Claude Pellerin, our secretary, in exchange for fees payable to him January 3, 2012, we issued 273,394 shares of to each Board of Director member, for a total of 1,913,758 shares, in exchange for fees payable to them..On April 20, 2012, we issued 475,703 shares of to each Board of Director member, for a total of 3,329,921 shares, in exchange for fees payable to them..On November 6, 2012, we issued 737,779 shares of to Tri Vu Truong, a Board of Director member, in exchange for fees payable to him.





The calculated value of these shares differed from the market value of the shares by $55,280 in total and is included in compensation gain in the accompanying statement of operations.





F-14


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 Index to Financials








Compensation expenseBoard members
64,836Tri Vu Truong
(3,468)Claude Pellerin
(6,088)Total
55,280








NOTE 10 – INCOME TAXES





The Company recognizes deferred income tax liabilities and assets for the expected future tax consequences of events that have been recognized in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statement and income tax purposes under enacted tax laws and rates.





Components of the Company’s deferred tax liabilities and assets are as follows:





December 31

December 31,2012

2011Deferred tax asset- net operating losses
$
8,585,927
$
8,061,093Statutory tax rate

35.0%

35.0%Deferred tax assets

3,005,000

2,821,000Valuation allowance

(3,005,000)

(2,821,000)$
-
$
-





A valuation allowance for the deferred tax asset has been provided, as it is more likely that not that this asset will not be realized. If there is a change in ownership, the ability to fully utilize the tax losses may be limited.








NOTE 11 –STANDSTILL AGREEMENT





The other incomes were generated by fees received according to Standstill Agreements signed by the Company with Fuel Emulsions International Inc. (FEI). The Company signed a first Standstill Agreement that gave FEI the exclusivity to negotiate with potential investors and third party customers with respect to the sale of fuel emulsion technology and associated additives According to the Standstill Agreement, FEI had to pay two instalments of $50,000 (January 20 and February 10, 2012) to keep its negotiation exclusivity on the M-Fuel technology. After the expiration of the first Standstill Agreement on February 29, 2012, the Company signed a second Standstill Agreement that expired on March 31, 2012. According to the second Standstill Agreement, FEI had to pay two instalments of $50,000 (February 29 and March 15, 2012) to keep its negotiation exclusivity on the M-Fuel technology.








NOTE 12 – DISCONTINUED OPERATIONS





On November 4, 2010, the Company transferred all of its shares of Ecolocap Solutions (Canada) Inc. to DT Crystal Holdings Ltd in exchange of the reduction of $100,000 of its debts.








F-15


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 Index to Financials





NOTE 13 – COMMITMENTS AND CONTINGENCIES





The Company is a party to a lease for its Montreal office, at a minimum annual rental of approximately $64,000 per year. The Company has vacated the premises and according to the lease, a six month rent might have to be paid if the landlord intends a lawsuit against the Company. The six month rent amount has been accrued in the accompanying Financial Statements. The rent expense charged to operations for the year ended December 31, 2012 and 2011 was $22,792 and $22,792, respectively.





The Company is a party to a lease for its Barrington office, at a minimum annual rent of approximately $23,000 per year. The Barrington Lease expires in May, 2013.








NOTE 14 – RELATED PARTY TRANSACTIONS





In 2012, the Company received loans from stockholders in the amount of $215,488. These loans carry an interest of 5.00% and are payable on demand.








NOTE 15 – SUBSEQUENT EVENTS





During the first quarter of 2013, Asher Enterprises Inc. converted loans aggregating $65,000 into 43,345,443 common shares of the Company.





During the first quarter of 2013, AGS Capital Group LLC converted loans aggregating $63,146 into 56,765,916 common shares of the Company.





During the first quarter of 2013, Panache Capital LLC converted loans aggregating $40,522 into 31,941,621 common shares of the Company.










































































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





There have been no disagreements on accounting and financial disclosures from the inception of our company through the date of this Form 10-K. Our financial statements for the period from inception to December 31, 2012, included in this report have been audited by Paritz & Company, PA, as set forth in this annual report.





ITEM 9A.       CONTROLS AND PROCEDURES.





Management’s Report on Internal Control over Financial Reporting





Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’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 accounting principles generally accepted in the United States of America and includes those policies and procedures that Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. As of December 31, 2012, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses. The matter involving internal controls and procedures that our management considered to be a material weakness under the standards of the Public Company Accounting Oversight Board was the lack of a functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures. The aforementioned material weaknesses were identified by our management in connection with the review of our financial statements for the year ended December 31, 2012.





Management believes that the material weakness set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.





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





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


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-
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
 -
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
 
 CEO and CFO Certifications
 
 Appearing immediately following the Signatures section of this report there are Certifications of the CEO and the CFO. The Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This Item of this report, which you are currently reading is the information concerning the Evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.
 
 Changes in Internal Control over Financial Reporting
 
 There were no changes in our internal control over financial reporting during the quarter ended December 31, 2012 that have affected, or are reasonably likely to affect, our internal control over financial reporting.
 
 ITEM 9B.                      OTHER INFORMATION.
 
 On January 10, 2012, we issued 3,512,195 numbers of shares to Asher Enterprises Inc. in consideration of the conversion of $14,400 in debt owed to Asher Enterprises in exchange for 3,512,195 shares of our common stock. The foregoing transaction was made pursuant to the exemption contained in Section 4(2) of the Securities Act of 1933, as amended. Asher Enterprises Inc. was furnished with the same information that could be found in a Form S-1 registration statement and Asher Enterprises Inc. was a “sophisticated investor” as that term is defined in court cases and administrative decisions as well as the regulations promulgated by the Securities and Exchange Commission.
 
 On January 24, 2012, we issued 2,777,778 numbers of shares to Asher Enterprises Inc. in consideration of the conversion of $10,000 in debt owed to Asher Enterprises Inc. in exchange for 2,777,778 shares of our common stock. The foregoing transaction was made pursuant to the exemption contained in Section 4(2) of the Securities Act of 1933, as amended. Asher Enterprises Inc. was furnished with the same information that could be found in a Form S-1 registration statement and Asher Enterprises Inc. was a “sophisticated investor” as that term is defined in court cases and administrative decisions as well as the regulations promulgated by the Securities and Exchange Commission.
 
 On January 31, 2012, we issued 5,178,763 numbers of shares to Black Mountain Equities, Inc in consideration of the conversion of $15,000 in debt owed to Black Mountain Equities, Inc in exchange for 5,178,763 shares of our common stock. The foregoing transaction was made pursuant to the exemption contained in Section 4(2) of the Securities Act of 1933, as amended. Asher Enterprises Inc. was furnished with the same information that could be found in a Form S-1 registration statement and Asher Enterprises Inc. was a “sophisticated investor” as that term is defined in court cases and administrative decisions as well as the regulations promulgated by the Securities and Exchange Commission.
 
 On February 1, 2012, we issued 4,285,714 numbers of shares to Asher Enterprises Inc. in consideration of the conversion of $12,000 in debt owed to Asher Enterprises in exchange for 4,285,714 shares of our common stock. The foregoing transaction was made pursuant to the exemption contained in Section 4(2) of the Securities Act of 1933, as amended. Asher Enterprises Inc. was furnished with the same information that could be found in a Form S-1 registration statement and Asher Enterprises Inc. was a “sophisticated investor” as that term is defined in court cases and administrative decisions as well as the regulations promulgated by the Securities and Exchange Commission.
 
 On February 13, 2012, we issued 5,900,000 numbers of shares to Asher Enterprises Inc. in consideration of the conversion of $11,800 in debt owed to Asher Enterprises in exchange for 5,900,000 shares of our common stock. The foregoing transaction was made pursuant to the exemption contained in Section 4(2) of the Securities Act of
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 1933, as amended. Asher Enterprises Inc. was furnished with the same information that could be found in a Form S-1 registration statement and Asher Enterprises Inc. was a “sophisticated investor” as that term is defined in court cases and administrative decisions as well as the regulations promulgated by the Securities and Exchange Commission.
 
 On February 27, 2012, we issued 4,347,826 numbers of shares to Asher Enterprises Inc. in consideration of the conversion of $10,000 in debt owed to Asher Enterprises in exchange for 5,900,000 shares of our common stock. The foregoing transaction was made pursuant to the exemption contained in Section 4(2) of the Securities Act of 1933, as amended. Asher Enterprises Inc. was furnished with the same information that could be found in a Form S-1 registration statement and Asher Enterprises Inc. was a “sophisticated investor” as that term is defined in court cases and administrative decisions as well as the regulations promulgated by the Securities and Exchange Commission.
 
 On March 22, 2012, we issued 8,076,923 numbers of shares to Asher Enterprises Inc. in consideration of the conversion of $10,500 in debt owed to Asher Enterprises in exchange for 8,076,923 shares of our common stock. The foregoing transaction was made pursuant to the exemption contained in Section 4(2) of the Securities Act of 1933, as amended. Asher Enterprises Inc. was furnished with the same information that could be found in a Form S-1 registration statement and Asher Enterprises Inc. was a “sophisticated investor” as that term is defined in court cases and administrative decisions as well as the regulations promulgated by the Securities and Exchange Commission.
 
 On March 22, 2012, we issued 12,857,173 numbers of shares to Black Mountain Equities, Inc in consideration of the conversion of $20,000 plus $2,500 of interests owed to Black Mountain Equities, Inc in exchange for 12,857,173 shares of our common stock. The foregoing transaction was made pursuant to the exemption contained in Section 4(2) of the Securities Act of 1933, as amended. Asher Enterprises Inc. was furnished with the same information that could be found in a Form S-1 registration statement and Asher Enterprises Inc. was a “sophisticated investor” as that term is defined in court cases and administrative decisions as well as the regulations promulgated by the Securities and Exchange Commission.
 
 On March 25, 2012, we issued 4,230,769 numbers of shares to Asher Enterprises Inc. in consideration of the conversion of $5,500 in debt owed to Asher Enterprises in exchange for 4,230,769 shares of our common stock. The foregoing transaction was made pursuant to the exemption contained in Section 4(2) of the Securities Act of 1933, as amended. Asher Enterprises Inc. was furnished with the same information that could be found in a Form S-1 registration statement and Asher Enterprises Inc. was a “sophisticated investor” as that term is defined in court cases and administrative decisions as well as the regulations promulgated by the Securities and Exchange Commission.
 
 On April 2, 2012, we issued 6,000,000 numbers of shares to Asher Enterprises Inc. in consideration of the conversion of $6,500 plus $1,300 of interests owed to Asher Enterprises in exchange for 6,000,000 shares of our common stock. The foregoing transaction was made pursuant to the exemption contained in Section 4(2) of the Securities Act of 1933, as amended. Asher Enterprises Inc. was furnished with the same information that could be found in a Form S-1 registration statement and Asher Enterprises Inc. was a “sophisticated investor” as that term is defined in court cases and administrative decisions as well as the regulations promulgated by the Securities and Exchange Commission.
 
 On April 13, 2012, we issued 1,363,636 numbers of shares to Asher Enterprises Inc. in consideration of the conversion of $12,000 in debt owed to Asher Enterprises in exchange for 1,363,636 shares of our common stock. The foregoing transaction was made pursuant to the exemption contained in Section 4(2) of the Securities Act of 1933, as amended. Asher Enterprises Inc. was furnished with the same information that could be found in a Form S-1 registration statement and Asher Enterprises Inc. was a “sophisticated investor” as that term is defined in court cases and administrative decisions as well as the regulations promulgated by the Securities and Exchange Commission.
 
 On April 16, 2012, we issued 1,494,253 numbers of shares to Asher Enterprises Inc. in consideration of the conversion of $13,000 in debt owed to Asher Enterprises in exchange for 1,494,253 shares of our common stock. The foregoing transaction was made pursuant to the exemption contained in Section 4(2) of the Securities Act of 1933, as amended. Asher Enterprises Inc. was furnished with the same information that could be found in a Form
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 S-1 registration statement and Asher Enterprises Inc. was a “sophisticated investor” as that term is defined in court cases and administrative decisions as well as the regulations promulgated by the Securities and Exchange Commission.
 
 On April 18, 2012, we issued 1,023,256 numbers of shares to Asher Enterprises Inc. in consideration of the conversion of $7,500 plus $1,300 of interests owed to Asher Enterprises in exchange for 1,023,256 shares of our common stock. The foregoing transaction was made pursuant to the exemption contained in Section 4(2) of the Securities Act of 1933, as amended. Asher Enterprises Inc. was furnished with the same information that could be found in a Form S-1 registration statement and Asher Enterprises Inc. was a “sophisticated investor” as that term is defined in court cases and administrative decisions as well as the regulations promulgated by the Securities and Exchange Commission.
 
 On June 11, 2012, we issued 2,666,667 numbers of shares to Asher Enterprises Inc. in consideration of the conversion of $12,000 in debt owed to Asher Enterprises in exchange for 2,666,667 shares of our common stock. The foregoing transaction was made pursuant to the exemption contained in Section 4(2) of the Securities Act of 1933, as amended. Asher Enterprises Inc. was furnished with the same information that could be found in a Form S-1 registration statement and Asher Enterprises Inc. was a “sophisticated investor” as that term is defined in court cases and administrative decisions as well as the regulations promulgated by the Securities and Exchange Commission.
 
 On July 9, 2012, we issued 6,944,444 numbers of shares to Asher Enterprises Inc. in consideration of the conversion of $12,500 in debt owed to Asher Enterprises in exchange for 6,944,444 shares of our common stock. The foregoing transaction was made pursuant to the exemption contained in Section 4(2) of the Securities Act of 1933, as amended. Asher Enterprises Inc. was furnished with the same information that could be found in a Form S-1 registration statement and Asher Enterprises Inc. was a “sophisticated investor” as that term is defined in court cases and administrative decisions as well as the regulations promulgated by the Securities and Exchange Commission.
 
 On July 13, 2012, we issued 5,166,667 numbers of shares to Asher Enterprises Inc. in consideration of the conversion of $8,000 plus $1,300 of interests owed to Asher Enterprises in exchange for 5,166,667 shares of our common stock. The foregoing transaction was made pursuant to the exemption contained in Section 4(2) of the Securities Act of 1933, as amended. Asher Enterprises Inc. was furnished with the same information that could be found in a Form S-1 registration statement and Asher Enterprises Inc. was a “sophisticated investor” as that term is defined in court cases and administrative decisions as well as the regulations promulgated by the Securities and Exchange Commission.
 
 On October 10, 2012, we issued 10,714,287 numbers of shares to Asher Enterprises Inc. in consideration of the conversion of $15,000 in debt owed to Asher Enterprises in exchange for 10,714,287 shares of our common stock. The foregoing transaction was made pursuant to the exemption contained in Section 4(2) of the Securities Act of 1933, as amended. Asher Enterprises Inc. was furnished with the same information that could be found in a Form S-1 registration statement and Asher Enterprises Inc. was a “sophisticated investor” as that term is defined in court cases and administrative decisions as well as the regulations promulgated by the Securities and Exchange Commission.
 
 On October 30, 2012, the Company amended its articles of incorporation increasing its authorized shares of common stock from 500,000,000 shares of common stock, par value $0.001 per share, to 1,000,000,000 authorized shares of common stock, $0.001 per share.  A majority of the voting power of the Company approved the increase in compliance with Nevada State law, however, the Company failed to file a preliminary or definitive Schedule 14C Information Statement with the SEC as required by law.
 
 On October 15, 2012, we issued 4,714,286 numbers of shares to Asher Enterprises Inc. in consideration of the conversion of $6,600 in debt owed to Asher Enterprises in exchange for 4,714,286 shares of our common stock. The foregoing transaction was made pursuant to the exemption contained in Section 4(2) of the Securities Act of 1933, as amended. Asher Enterprises Inc. was furnished with the same information that could be found in a Form S-1 registration statement and Asher Enterprises Inc. was a “sophisticated investor” as that term is defined in court cases and administrative decisions as well as the regulations promulgated by the Securities and Exchange Commission.
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 On October 30, 2012, the Company amended its articles of incorporation increasing its authorized shares of common stock from 500,000,000 shares of common stock, par value $0.001 per share, to 1,000,000,000 authorized shares of common stock, $0.001 per share.  A majority of the voting power of the Company approved the increase in compliance with Nevada State law, however, the Company failed to file a preliminary or definitive Schedule 14C Information Statement with the SEC as required by law.
 
 On October 31, 2012, we issued 5,357,143 numbers of shares to Asher Enterprises Inc. in consideration of the conversion of $7,500 in debt owed to Asher Enterprises in exchange for 5,357,143 shares of our common stock. The foregoing transaction was made pursuant to the exemption contained in Section 4(2) of the Securities Act of 1933, as amended. Asher Enterprises Inc. was furnished with the same information that could be found in a Form S-1 registration statement and Asher Enterprises Inc. was a “sophisticated investor” as that term is defined in court cases and administrative decisions as well as the regulations promulgated by the Securities and Exchange Commission.
 
 On November 15, 2012, we issued 6,276,660 numbers of shares to AGS Capital Group LLC in consideration of the conversion of $29,614 in debt owed to Asher Enterprises in exchange for 6,276,660 shares of our common stock. The foregoing transaction was made pursuant to the exemption contained in Section 4(2) of the Securities Act of 1933, as amended. Asher Enterprises Inc. was furnished with the same information that could be found in a Form S-1 registration statement and Asher Enterprises Inc. was a “sophisticated investor” as that term is defined in court cases and administrative decisions as well as the regulations promulgated by the Securities and Exchange Commission.
 
 On November 19, 2012, we issued 8,928,571 numbers of shares to Asher Enterprises Inc. in consideration of the conversion of $12,500 in debt owed to Asher Enterprises in exchange for 8,928,571 shares of our common stock. The foregoing transaction was made pursuant to the exemption contained in Section 4(2) of the Securities Act of 1933, as amended. Asher Enterprises Inc. was furnished with the same information that could be found in a Form S-1 registration statement and Asher Enterprises Inc. was a “sophisticated investor” as that term is defined in court cases and administrative decisions as well as the regulations promulgated by the Securities and Exchange Commission.
 
 On December 5, 2012, we issued 3,391,304 numbers of shares to Asher Enterprises Inc. in consideration of the conversion of $5,900 plus $1,900 of interests owed to Asher Enterprises in exchange for 3,391,304 shares of our common stock. The foregoing transaction was made pursuant to the exemption contained in Section 4(2) of the Securities Act of 1933, as amended. Asher Enterprises Inc. was furnished with the same information that could be found in a Form S-1 registration statement and Asher Enterprises Inc. was a “sophisticated investor” as that term is defined in court cases and administrative decisions as well as the regulations promulgated by the Securities and Exchange Commission.
 
 On December 5, 2012, we issued 8,200,000 numbers of shares to Panache Capital LLC in consideration of the conversion of $25,092 in debt owed to Asher Enterprises in exchange for 8,200,000 shares of our common stock. The foregoing transaction was made pursuant to the exemption contained in Section 4(2) of the Securities Act of 1933, as amended. Asher Enterprises Inc. was furnished with the same information that could be found in a Form S-1 registration statement and Asher Enterprises Inc. was a “sophisticated investor” as that term is defined in court cases and administrative decisions as well as the regulations promulgated by the Securities and Exchange Commission.
 
 On December 10, 2012, we issued 2,608,696 numbers of shares to Asher Enterprises Inc. in consideration of the conversion of $12,000 in debt owed to Asher Enterprises in exchange for 2,608,696 shares of our common stock. The foregoing transaction was made pursuant to the exemption contained in Section 4(2) of the Securities Act of 1933, as amended. Asher Enterprises Inc. was furnished with the same information that could be found in a Form S-1 registration statement and Asher Enterprises Inc. was a “sophisticated investor” as that term is defined in court cases and administrative decisions as well as the regulations promulgated by the Securities and Exchange Commission.
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On December 12, 2012, we issued 7,000,000 numbers of shares to AGS Capital Group LLC in consideration of the conversion of $23,540 in debt owed to Asher Enterprises in exchange for 7,000,000 shares of our common stock. The foregoing transaction was made pursuant to the exemption contained in Section 4(2) of the Securities Act of 1933, as amended. Asher Enterprises Inc. was furnished with the same information that could be found in a Form S-1 registration statement and Asher Enterprises Inc. was a “sophisticated investor” as that term is defined in court cases and administrative decisions as well as the regulations promulgated by the Securities and Exchange Commission.





On December 31, 2012, we issued 5,000,000 numbers of shares to Asher Enterprises Inc. in consideration of the conversion of $15,000 in debt owed to Asher Enterprises in exchange for 5,000,000 shares of our common stock. The foregoing transaction was made pursuant to the exemption contained in Section 4(2) of the Securities Act of 1933, as amended. Asher Enterprises Inc. was furnished with the same information that could be found in a Form S-1 registration statement and Asher Enterprises Inc. was a “sophisticated investor” as that term is defined in court cases and administrative decisions as well as the regulations promulgated by the Securities and Exchange Commission.








PART III





ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.





The following table presents information with respect to our officers, directors and significant employees as of the date of this Report:





Name
Age
PositionMichael Siegel
69
Chief Executive OfficerJeung Kwak
66
Chairman, DirectorRobert Egger, Jr.
41
Chief Operating OfficerTri Vu Truong
65
DirectorAlbert Beerli
70
DirectorMichel St-Pierre
50
Acting Chief Financial Officer





Each director serves until our next annual meeting of the stockholders or unless they resign earlier. The Board of Directors elects officers and their terms of office are at the discretion of the Board of Directors.





Each of our directors serves until his or her successor is elected and qualified. Each of our officers is elected by the board of directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office. At the present time, members of the board of directors are not compensated for their services to the board.





Biographical Information Regarding Officers and Directors





Michael Siegel, Chief Executive Officer and President Studied Electrical Engineering at the University of Illinois in Champaign, Illinois, and following college joined the Marine Corps. He has over 30 years of experience in the technology, real estate and international business operations. On September 10, 2009, Michael Siegel was appointed president and principal executive officer. Mr. Siegel is currently a member of the board of directors.Since May 2008, Mr. Siegel has been president of Micro Bubble Technologies Inc., a Nevada corporation located in Barrington, Illinois. Micro Bubble Technologies Inc. is engaged in the business of manufacturing, marketing, distributing, setting up sub-distributors, and selling products based on nano technologies. He served as President and CEO of International Lottery and Gaming Inc. and Vietnam Telephone Co (Vietelco). From June 1975 to May 2008, Mr. Siegel was president of Siegel Research and Development, Inc., which created gaming, video and other technologies. He was also a general partner in 5 Hotels in the Chicago area. Between 2006 and 2008 Mr. Siegel was president of C Line, Inc.


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Robert Egger Jr., Chief Operating Officer.On September 10, 2009, Robert Egger, Jr. was appointed to our board of directors and principal operating officer since July 2008, Mr. Egger has been chief executive officer of Micro Bubble Technologies Inc., our subsidiary corporation, located in Barrington, Illinois. Micro Bubble Technologies Inc. is engaged in the business of manufacturing, marketing, distributing, setting up sub-distributors, and selling products based on nano technologies. From January 2007 to March 2009, Mr. Egger was partner and general manager of the Liquor Outlet located in Davenport, Iowa. The Liquor Outlet is a wholesale liquor distributor in the State of Iowa. From March 1995 to January 2007, Mr. Egger held various positions with Qwest Communications International located in Denver, Colorado. His responsibilities included lineman, switchman and central office technician before being promoted to management in 2000 when he became a manager for network operations in Iowa overseeing occupational union employees. Mr. Egger holds a Bachelor of Science degree in Business Administration, Magna Cum Laude, from St. Ambrose University, Davenport, Iowa.





Jeung Kwak, Chairman and Director.Since June 16, 2009, Mr. Kwak has been Chairman of Ecolocpa Solutions Inc., Jeung Yeal Kwak has for over 25 years specialized in international trade in Korea, Asia, Russia, India, China and the US. Since 1992, he is President of Hanscom K Inc, specialized in international trade in steel products, including steel castings and fabrications and also concrete forms. In may 2008, he co-founded Micro Bubble Technologies Inc., a Nevada corporation located in Barrington, Illinois. Micro Bubble Technologies Inc. is engaged in the business of manufacturing, marketing, distributing, setting up sub-distributors, and selling products based on nano technologies. He attended Korea University and graduated in 1973 with a degree in Biology. Upon graduation, he immigrated to the United States and began his career in Chicago, Illinois.





Dr. Tri Vu Truong, Chief Executive Officer and President.Dr. Truong has served as a director since February 14, 2008. He was chief executive officer and president of the Company from February 14, 2008 until September 10, 2009. He has worked in the environmental sector since 1970, upon completion of his B. Engineering degree, complemented by a Master’s degree in Chemical Engineering in 1971 and a Ph.D. degree in Civil Engineering with Environmental Option in 1975. His professional career includes the realization of many major scientific and technical studies and projects. Dr. Truong was responsible in 1977 for the creation and operation of the Permits & Inspections Division of the Montreal Urban Community––Environment Department. He has taught several post-graduate courses at the prestigious Universitéé de Montrééal’s ÉÉcole Polytechnique. As President of the Sodexen Environmental Engineering Group since 1981, Dr. Truong has managed numerous major environmental impact projects, including: Comparative study of the environmental impact of dust-palliatives (MTQ 1988, 1989, 1990); Environmental decommissioning of a polystyrene production complex (BASF, 1988-1990); Solid waste management study relating to the closure of the Miron landfill (Montrééal, 1988-90), as well as various research & development projects in the area.





Albert Beerli, Director. Mr. Beerli has served as a director of the Company since March 2006. Mr. Beerli is a scientist, having received his Ph.D in chemical engineering in 1969. Since 1988 Mr. Beerli has been the Chief Executive Officer of Zenwex AG in Zug, Switzerland. Zenwex AG provides consulting services on scientific and technical matters.





Michel St-Pierre, Acting Chief Financial Officer. Mr. St-Pierre has served as an officer of the Company since July 2006. Mr. St-Pierre is a registered chartered accountant in Quebec, Canada. Before working for the Company, Mr. St-Pierre has served as Chief Financial Officer of a public shell company, Tiger Renewable Energy Limited (formerly known as Tiger Ethanol International Inc. and Arch Management) since January, 2007 and held positions as the Finance Director (comparable to Corporate Treasurer) at SPB Canada Inc. from 2004-2006, Symbior Technologies Inc. from 2003-2004, and Boulangeries Comas Inc. from 2000-2003.





Compliance With Section 16(a) Of the Securities Exchange Act of 1934





Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who beneficially own more than 10% of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. Based on our review of the copies of such forms we received, we believe that during the fiscal year ended December 31, 2012 all such filing requirements applicable to our officers and directors were complied with, except for reports by the following persons:


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Name and principal position
Number of Late Reports
Transactions Not Timely Known Failures to File aReported
Required FormJeung Kwak
2
2009
Form 3Michael Sigel
2
2010
Form 4Robert Egger Jr.
1
2009
Form 3Michel St-Pierre
4
2011
Form 4________________
1
2010
Form 4





Audit Committee





We have a separately-designated audit committee of the board. Our audit committee is responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the audit committee. A copy of our audit committee charter is filed as an exhibit to this report. Up to February 25, 2009, our Audit Committee consisted of Lim Ping Wai whom was independent director; the full board has carried out the functions and responsibilities since her resignation.





Compensation Committee





The full board carries out the functions and responsibilities of this committee. This committee acts on behalf of our board of directors to approve compensation arrangements for our management and review the compensation paid to our board of directors. A copy of our Compensation Committee Charter was filed with our last 10KSB on March 31, 2008.





Nominating and Corporate Governance Committee





The full board carries out the functions and responsibilities of the Nominating and Corporate Governance Committee. This committee acts on behalf of our board of directors and generally to identify and recommend nominees for our board and our committees, identify and recommend candidates for senior management, review and recommend to the board, or independently take, action on various company corporate governance issues, receive and respond to certain complaints raised by our employees regarding alleged illegal acts or behavior-related conduct by board members in violation of our Code of Business Conduct and Ethics, supervise our chief financial officer in the context of the Ethics Code and carry-out other assignments as designated by our board. A copy of the Nominating and Corporate Governance Committee was filed with our last 10KSB on March 31, 2008.





Code of Ethics





We adopted a code of ethics on March 26, 2008. We adopted eight Corporate Values (Focus, Respect, Excellence, Accountability, Teamwork, Integrity, Very Open Communications and Enjoying Our Work) to provide a framework for all employees in conducting themselves in their jobs. These policies are not intended to substitute for those Values, but will serve as guidelines in helping employee to conduct our business in accordance with its Values. Compliance requires meeting the spirit, as well as the literal meaning, of the law, the policies and the Values. It is expected that employee will use common sense, good judgment, high ethical standards and integrity in all their business dealings.





As of March 31, 2013 we had five directors. We have adopted those standards for independence contained in the Nasdaq Marketplaces Rules, Rule 4350(d) and Rule 4200(a)(15). Messrs. Siegel, Kwak, Egger,Truong, and Beerli are not independent.





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ITEM 11.        EXECUTIVE COMPENSATION.





Compensation of Officers





Option award compensation is the fair value for stock options vested during the period, a notional amount estimated at the date of the grant using the Black-Scholes option-pricing model. The actual value received by the executives may differ materially and adversely from that estimated. A summary of cash and other compensation paid in accordance with management consulting contracts for our Principal Executive Officer and other executives for the most recent two years is as follows:





Executive Officer Compensation Table


Non-
NonqualifiedEquity
Deferred
AllIncentive
Compensa-
OtherStock
Option
Plan
tion
Compen-Name and

Salary
Bonus
Awards
Awards
Compensation
Earnings
sation
TotalPrincipal Position
Year
(US$)
(US$)
(US$)
(US$)
(US$)
(US$)
(US$)
(US$)(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)Michael Siegel (2)
2012
120,000
0
0
0
0
0
0
120,000Chief Executive Officer
2011
120,000
0
0
0
0
0
0
0and PresidentJohn Kwak, (3)
2012
120,000
0
0
0
0
0
0
120,000Chairman and Director
2011
120,000
0
0
0
0
0
0
120,000Robert Egger Jr. (4)
2012
120,000
0
0
0
0
0
0
120,000Chief Operating Officer
2011
75,000
0
0
0
0
0
0
75,000Tri Vu Truong (5)
2012
0
0
0
0
0
0
0
0Chief Executive Officer
2011
0
0
0
0
0
0
0
0and President, resignedClaude Pellerin, (6)
2012
0
0
0
0
0
0
0
0Director, President
2011
0
0
0
0
0
0
0
0and CEOMichel St-Pierre (7)
2012
20,000
0
0
0
0
0
0
20,000CFO
2011
20,000
0
0
0
0
0
0
20,000





(1)
Prior to the acquisition of XL Generation AG, the Company’s fiscal year ended April 30th. XL Generation AG, our wholly-owned subsidiary, had a fiscal year ending December 31st. Following the acquisition of XL Generation AG, we adopted the fiscal year end of XL Generation AG.(2)
Mr. Siegel has been appointed president and CEO on September 10, 2009.(3)
Mr. Kwak has been appointed Chairman and director on June 16, 2009.(4)
Mr. Egger has been appointed COO on September 10, 2009.(5)
Mr. Truong has been appointed president and CEO on February 14, 2008. He resigned has President and CEO on September 10, 2009.(6)
Mr. Pellerin was our president, CEO and a director from June 17, 2005 until August 19, 2005. He remains a director of our company. Mr. Pellerin resigned has Director in September 2012.(7)
Mr. St-Pierre has been our chief financial officer since July 28, 2006.





During the fiscal year ended 2009 and until his resignation, Mr. Tri Vu Truong served as our President and CEO.





Employment Contracts





During the fiscal year ended December 31, 2009, we terminated a Consulting Agreement with Sodexen Inc. (“Sodexen”) pursuant to which, Sodexen was providing the services of its representative, Dr. Tri Vu Truong to serve in the capacity of President and Chief Executive Officer of our company. The “Engagement Period” was for one year.


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Other Executive Officers





During 2012, other than those disclosed above, no other employment contracts have been executed by our company for any other executive officer.





Retirement, Resignation or Termination Plans





We sponsor no plan, whether written or verbal, that would provide compensation or benefits of any type to an executive upon retirement, or any plan that would provide payment for retirement, resignation, or termination as a result of a change in control of our company or as a result of a change in the responsibilities of an executive following a change in control of our company.





Directors Compensation





The following table sets forth the compensation paid by us to our directors during our fiscal year ended December 31, 2012. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid to our named directors.





Director’s Compensation Table


FeesEarned



Nonqualifiedor


Non-Equity
DeferredPaid in
Stock
Option
Incentive Plan
Compensation
All OtherCash
Awards
Awards
Compensation
Earnings
Compensation
TotalName
(US$)
(US$)
(US$)
(US$)
(US$)
(US$)
(US$)(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)Michael Siegel
0
18,000
0
0
0
0
18,000Mark Lawson
0
13,500
0
0
0
0
13,500John Kwak
0
18,000
0
0
0
0
18,000Robert Egger, Jr.
0
18,000
0
0
0
0
18,000Claude Pellerin
0
13,500
0
0
0
0
13,500Tri Vu Truong
0
18,000
0
0
0
0
18,000Albert Beerli
0
18,000
0
0
0
0
18,000





There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our sole director other than as described herein.





Indemnification





Pursuant to the articles of incorporation and bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in its best interest. In certain cases, we may advance expenses incurred in defending any such proceeding. To the extent that the officer or director is successful on the merits in any such proceeding as to which such person is to be indemnified, we must indemnify him against all expenses incurred, including attorneys fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.


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Regarding indemnification for liabilities arising under the Securities Act of 1933 which may be permitted for directors or officers pursuant to the foregoing provisions, we are informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy, as expressed in the Act and is therefore unenforceable.





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





The following table sets forth certain information regarding the beneficial ownership of our common stock as of the date of this Report by (i) each of our directors, (ii) each of our officers named in the Summary  Compensation Table, (iii) each person who is known by us to be the beneficial owner of more than five percent of our outstanding common stock, and (iv) all directors and executive officers as a group. Except as otherwise indicated below, each person named has sole voting and investment power with respect to the shares indicated. The percentage of ownership set forth below reflects each holder’s ownership interest in the 372,410,782 shares of our common stock outstanding as of March 31, 2013.





Amount and Nature of Beneficial Ownership


Name and Address of Beneficial Owner (1)
Shares
Options/ Warrants
Total
PercentMichael Siegel (2)
21,819,097
0
21,819,097
5.86%Jeung Kwak (3)
27,349,097
0
27,349,097
7.34%Robert Egger Jr. (4)
3,449,097
0
3,449,097
0.93%Tri Vu Truong (5)
4,486,876
0
4,486,876
1.20%Albert Beerli (6)
2,249,097
100,000
2,349,097
0.63%Michel St-Pierre (7)
7,500,000
600,000
8,100,000
2.18%All executive officers and directors as a group

(6 persons)
66,853,264
700,000
67,553,264
18.14%United Best Technology Limited (5)
3,500,000
0
3,500,000
0.09%BNP Paribas Securities Corp (8)
30,432,152
0
30,432,152
8.19%Capex Investment Limited (9)
25,582,129

25,582,129
6.87%Cede & Co (10)
163,356,521
0
163,356,521
43.86%





(1)
The mailing address for each of the listed individuals is c/o Ecolocap Solutions International Inc., 1250 S. Grove Ave, Suite 308, Barrington, Illinois 60010.(2)
Owner of 5% or more of our common stock. Mr.Siegel, is the President and Chief Executive Officer.(3)
Owner of 5% or more of our common stock. Mr. Kwak, is Chairman of the Board of Directors.(4)
Director. Mr.Egger, is the Chief Operating Officer.(5)
Director. Mr. Truong, is the President and Chief Executive Officer of United Best Technology Limited.(6)
Director(7)
Chief Financial Officer.(8)
Owner of 5% or more of our common stock.(9)
Owner of 5% or more of our common stock.(10)
Owner of 5% or more of our common stock.





Equity Incentive Plan





On March 31, 2006, our Board of Directors adopted the 2006 Equity Incentive Plan, which authorizes us to issue options for the purchase of up to 2,000,000 shares of our common stock, pursuant to the terms and conditions set forth therein. The Equity Incentive Plan authorizes the issuance of incentive stock options (ISO) and non-qualified stock options (NQOs) to our employees, directors or consultants.





During the year ended December 31, 2006, we issued 1,455,000 stock options to our officers and directors with an average exercise price of $1.05 per share. Of the stock options issued, 320,000 were vested on September 6, 2006, 150,000 were vested on September 7, 2006, 25,000 were vested on September 15, 2006, 150,000 were vested on December 25, 2006, 660,000 will vest on September 6, 2007 and the balance will vest on September 6,


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2008. These options expire on September 6, 2008 (240,000), September 15, 2008 (25,000), December 25, 2006 (150,000), September 6, 2013 (440,000) and September 6, 2016 (600,000). The options had a fair value of $1,526,989 at the date of grant.





During the month of December 2007, we issued 425,000 stock options to our officers and directors with an average exercise price of $1.25 per share. All of the stock options issued vested on December 12, 2007. The options had a fair value of $530,543 at the date of grant.





As of March 30, 2013, we had approximately seven directors and officers eligible to receive options under the Equity Incentive Plan. Options to buy 1,040,000 shares of common stock were outstanding under the Equity Incentive Plan and 120,000 shares remained available for grants under this plan.





Outstanding Equity Awards at Fiscal Year End for Named Executives
 EquityEquity
IncentiveIncentive
Plan Awards:Equity



Market
Plan Awards:
Market orIncentive


Number
Value of
Number of
Payout ValuePlan Awards:


of Shares
Shares or
Unearned
of UnearnedNumber of
Number of
Number of


or Units
Units of
Shares, Units
Shares, UnitsSecurities
Securities
Securities


of Stock
Stock
or Other
or OtherUnderlying
Underlying
Unexercised
Option
Option
That
That
Rights That
Rights ThatUnexercised
Unexercised
Unearned
Exercise
Expiration
Have Not
Have
Have Not
Have NoteName
Options(1)
Options
Options
Price
Date
Vested
Vested
Vested
Vested(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)Exercisable
UnexercisableAlexander Gilmour
125,000
0
0
1.05
09-06-2013
0
0
0
00
0
0
0Arthur Rawl
115,000
0
0
1.05
09-06-2013
0
0
0
00
0
0
0Claude Pellerin
100,000
0
0
1.05
09-06-2013
0
0
0
00
0
0
0Albert Beerli
100,000
0
0
1.05
09-06-2013
0
0
0
0Michel St-Pierre
250,000
0
0
0.01
09-06-2016
0
0
0
0200,000
0
0
0.01
09-06-2016
0
0
0
0150,000
0
0
0.01
09-06-2016
0
0
0
0


Name
Number of

Securities

Underlying

Unexercised

Options
Number of

Securities

Underlying

Unexercised

Options
Equity

Incentive Plan

Awards:

Number of

Securities

Unexercised

Unearned

Options
Option

Exercise

Price
Option

Expiration

Date
Number of

shares or

Units of

Stock That

Have Not

Vested
Market

Value of

shares or

Units of

Stock That

Have Not

Vested
Equity Incentive

Plan Awards:

Number of

Unearned shares

or Units or Other

Rights That Have

Not Vested
Equity Incentive

Plan Awards:

Market or Payout

Value of Unearned

shares or Units or

Other Rights That

Have Not Vested(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)Exercisable
UnexercisableAlexander Gilmour
125,000
0
0
1.05
09-06-2013
0
0
0
0Arthur Rawl
115,000
0
0
1.05
09-06-2013
0
0
0
0Claude Pellerin
100,000
0
0
1.05
09-06-2013
0
0
0
0Albert Beerli
100,000
0
0
1.05
09-06-2013
0
0
0
0Michel St-Pierre
250,000
0
0
0.01
09-06-2016
0
0
0
0Michel St-Pierre
200,000
0
0
0.01
09-06-2016
0
0
0
0Michel St-Pierre
150,000
0
0
0.01
09-06-2016
0
0
0
0





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





In 2012, the Company received loans from stockholders in the amount of $215,488. These loans carry an interest of 5.00% and are payable on demand.





Law Firm of Pellerin Attorneys





In the fiscal year ended December 31, 2012, the law firm of Pellerin Attorneys (Montreal) received CAD $16,695 (approximately US $16,665) from our company for legal services rendered by Mr. Claude Pellerin S.N., one of our directors and corporate secretary.


-40-
 Table of Contents





ITEM 14.        PRINCIPAL ACCOUNTING FEES AND SERVICES.





(1)  Audit Fees





The aggregate fees billed for each of the last three fiscal years for professional services rendered by the principal accountant for our audit of annual consolidated financial statements and reviews of our interim consolidated financial statements included in our Form 10-Q and Form 10-K or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:





2012
$
20,2282011
$
12,625





(2)  Audit-Related Fees





The aggregate fees billed in each of the last three fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported in the preceding paragraph:





2012
$
02011
$
0





(3)  Tax Fees





The aggregate fees billed in each of the last three fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:





2012
$
02011
$
0





(4)  All Other Fees





The aggregate fees billed in each of the last three fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:





2012
$
02011
$
0





(5)   Our audit committees pre-approval policies and procedures described in paragraph (c) (7) (i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approves all accounting related activities prior to the performance of any services by any accountant or auditor.





(6)   The percentage of hours expended on the principal accountants engagement to audit our consolidated financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountants full time, permanent employees, to the best of our knowledge, was 0%.





Audit Committee Pre-Approval Policies





Our Audit Committee reviewed the audit and non-audit services rendered by Paritz & Company, P.A. during the periods set forth above and concluded that such services were compatible with maintaining the auditors’ independence. All audit and non-audit services performed by our independent accountants are pre-approved by our Audit Committee to assure that such services do not impair the auditors’ independence from us.








-41-
 Table of Contents





PART IV





ITEM 15.        EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.





The following is a complete list of exhibits filed as part of this annual report:




Incorporated by referenceExhibit

Number
Document Description
Form
Date
Number
Filed

herewith3.1
Articles of Incorporation, as amended.
SB-2
5/28/04
3.13.2
Bylaws.
SB-2
5/28/04
3.23.3
Certificate of Amendment to Articles of Incorporation.
10-QSB
12/30/05
3.33.4
Bylaws, as amended on March 17, 2006.
10-KSB
4/13/06
3.410.1
Letter of Intent with XL Generation AG.
8-K
7/6/05
99.110.2
Share Exchange Agreement with XL Generation AG.
8-K
8/19/05
99.110.3
Loan Agreement with Capex Investments.
8-K
9/14/05
99.110.4
Form of Indemnification Agreement with Capex Investments Limited.
8-K/A
11/1/05
10.410.5
Common Stock Purchase Agreement with Capex Investments Limited.
8-K
11/15/05
10.510.6
Common Stock Purchase Agreement with Aton Selct Fund Limited.
8-K
11/15/05
10.610.7
Common Stock Purchase Agreement with Asset Protection Fund Limited.
8-K
11/15/05
10.710.8
Series A Warrant to Purchase Shares of Common Stock to Capex Investments Limited.
8-K
11/15/05
10.810.9
Series A Warrant to Purchase Shares of Common Stock to Aton Select Fund Limited.
8-K
11/15/05
10.910.10
Series A Warrant to Purchase Shares of Common Stock to Asset Protection Fund Limited.
8-K
11/15/05
10.1010.11
Registration Rights Agreement with Capex Investments Limited.
8-K
11/15/05
10.1110.12
Registration Rights Agreement with Aton Select Fund Limited.
8-K
11/15/05
10.1210.13
Registration Rights Agreement with Asset Protection Fund Limited.
8-K
11/15/05
10.1310.14
Amendment to the Common Stock Purchase Agreement with Aton Select Fund Limited.
8-K
12/08/05
10.1410.15
Amendment to the Common Stock Purchase Agreement with Asset Protection Fund Limited.
8-K
12/08/05
10.1510.16
Lease Agreement with 866 U.N. Plaza Associates LLC.
10-QSB
12/30/05
10.1610.17
Exclusive Manufacturing License Agreement and Non-Exclusive Distribution Agreement with APW Inc.
10-QSB
12/30/05
10.1710.18
Common Stock Purchase Agreement with Professional Trading Services SA.
SB-2
1/13/06
10.1810.19
Series B Warrant to Purchase Shares of Common Stock to Professional Trading Services SA.
SB-2
1/13/06
10.1910.20
Registration Rights Agreement with Professional Trading Services SA.
SB-2
1/13/06
10.20




-42-
 Table of Contents





10.21
Amended and Restated Common Stock Purchase Agreement with Bank Sal. Oppenheim Jr. & Cie. (Switzerland) Limited.
SB-2
1/13/06
10.2110.22
Series B Warrant to Purchase Shares of Common Stock to Bank Sal. Oppenheim Jr. & Cie. (Switzerland) Limited.
SB-2
1/13/06
10.2210.23
Agreement of Withdrawal from Stadium SA.
SB-2
1/13/06
10.2310.24
License Agreement with WKF/5 Ltd.
SB-2
1/13/06
10.2410.25
Amendment to License Agreement with WKF/5 Ltd and Alain Lemieux.
SB-2
1/13/06
10.2510.26
Form of Subscription Agreement.
SB-2
5/28/04
99.110.27
Employment Agreement with Alain Lemieux.
10-KSB
4/13/06
10.2710.28
Employment Agreement with Daniel Courteau.
10-KSB
4/13/06
10.2810.29
Employment Agreement with Flemming Munck.
10-KSB
4/13/06
10.2910.30
Employment Agreement with Eric Giguere.
10-KSB
4/13/06
10.3010.31
Endorsement Agreement with La Societe 421 Productions.
10-KSB
4/13/06
10.3110.32
Summary of terms and conditions of Oral Consulting Agreement with Greendale Consulting Limited.
10-KSB
4/13/06
10.3210.33
Exclusive Manufacturing License Agreement with Polyprod Inc.
10-KSB
4/13/06
10.3310.34
Management Fee Arrangement with Polyprod Inc.
10-KSB
4/13/06
10.3410.35
Supply Contract with Febra- Kunststoffe GimbH and BASF Aktiengesellschaft.
10-KSB
4/13/06
10.3510.36
Loan Agreement with Fiducie Alain Lemieux.
10-KSB
4/13/06
10.3610.37
Confirmation of Debt.
10-KSB
4/13/06
10.3710.38
Agreement with Daniel Courteau regarding Repayment of loans to Symbior Technologies Inc.
10-KSB
4/13/06
10.3810.39
2006 Equity Incentive Plan.
10-KSB
4/13/06
10.3910.40
Loan Agreement with Albert Beerli.
10-KSB
4/13/06
10.4010.41
Summary of terms and conditions of Loan Agreement with Albert Beerli.
10-KSB
4/13/06
10.4110.42
Lease Agreement with Albert Beerli.
10-KSB
4/13/06
10.4210.43
Memorandum regarding XL Generation Canada Inc.
10-KSB
4/13/06
10.4310.44
Stock Purchase Agreement with XL Generation AG and Stadium SA.
10-KSB
4/13/06
10.4410.45
Common Stock Purchase Agreement with Poma Management SA.
10-QSB
9/13/06
10.4510.46
Common Stock Purchase Agreement with Aton Select Fund Limited.
10-QSB
9/13/06
10.4610.47
Consulting Agreement by and between Ecolocap Solutions Inc. and Lakeview Consulting LLC.
8-K
11/11/08
10.4710.48
“ERPA” with Hong Kong Construction Investment Joint Stock Company.
8-K
12/23/08
10.110.49
“ERPA” with Thuong Hai Joint Stock Company.
8-K
12/23/08
10.210.50
“ERPA” with Vietnam Power Development Joint Stock Company.
8-K
12/23/08
10.3


-43-
 Table of Contents





10.51
“ERPA” with Hop Xuan Investment Joint Stock Company, Vietnam.
8-K
12/23/08
10.410.52
“ERPA” with ThangLong Education Development and Construction Import Export Investment Joint Stock Company.
8-K
12/23/08
10.510.53
Revised Consulting Agreement with Sodexen Inc.
8-K
12/23/08
10.610.54
Agreement with United Best Technology Limited.
8-K
12/23/08
10.710.55
Escrow Agreement with United Best Technology Limited.
8-K
12/23/08
10.810.56
“ERPA” with Tan Hiep Phuc Electricity Construction Joint-Stock Company Vietnam.
8-K
12/23/08
10.910.57
“ERPA” with Tuan Anh Hydraulic Development and Construction Investment Corporation, Vietnam.
8-K
12/23/08
10.1010.58
“ERPA” with Lao Cai Energy & Resources Investment Joint Stock Company, Vietnam.
8-K
12/23/08
10.1110.59
“ERPA” with Xiangton Iron and Steel Group Co. Ltd.
8-K
12/23/08
10.1210.60
“ERPA” with Hunan Valin Xiangton Iron & Steel Co. Ltd.
8-K
12/23/08
10.1310.61
“ERPA” with Hebi Coal Industry (Group) Co. Ltd.
8-K
12/23/08
10.1410.62
“ERPA” with Hebei Jinlong Cement Group Co., Ltd.
8-K
12/23/08
10.1510.63
“ERPA” with Bao Tan Hydro Electric Joint-Stock Company.
8-K
12/23/08
10.1610.64
“ERPA” with Construction and Infrastruction Development Joint-Stock Company Number Nine.
8-K
12/23/08
10.1710.65
Greenhouse Gas Offset Management Services Representation Agreement.
8-K
12/23/08
10.1810.66
“ERPA” with Xinjiang Xiangjianfeng Energy and Technology Development Co. Ltd.
8-K
12/23/08
10.1910.67
Technical Service Agreement with Xinjiang Xiangjinfeng Energy and Technology Development Co., Ltd.
8-K
12/23/08
10.2010.68
Technical Service Agreement with Hebei Fengda Metallized Pellet Co., Ltd.
8-K
12/23/08
10.2110.69
“ERPA” with Hebei Fengda Metallized Pellet Co., Ltd.
8-K
12/23/08
10.2210.70
“ERPA” with Shandong Chengzeyuan Environment Protection Engineering Co. Ltd.
8-K
12/23/08
10.2310.71
Technical Services Agreement with Shandong Chengzeyuan Environment Protection Engineering Co., Ltd.
8-K
12/23/08
10.2410.72
Technical Services Agreement with Leshan Kingssun Group Co. Ltd.
8-K
12/23/08
10.2510.73
“ERPA” with Leshan Kingssun Group Co., Ltd.
8-K
12/23/08
10.2610.74
Standstill Agreement.
8-K
3//12
10.110.75
Second Standstill Agreement.
8-K
3//12
10.214.1
Code of Ethics.
10-KSB
3/31/08
14.131.1
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



X


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31.2
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



X32.1
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer.



X32.2
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Financial Officer.



X99.1
Audit Committee Charter.
10-KSB
3/31/08
99.199.2
Executive Committee Charter.
10-KSB
3/31/08
99.299.3
Nominating and Corporate Governance Committee Charter.
10-KSB
3/31/08
99.399.4
Stock Option Plan.
10-KSB
3/31/08
99.4101.INS
XBRL Instance Document.101.SCH
XBRL Taxonomy Extension – Schema.101.CAL
XBRL Taxonomy Extension – Calculations.101.DEF
XBRL Taxonomy Extension – Definitions.101.LAB
XBRL Taxonomy Extension – Labels.101.PRE
XBRL Taxonomy Extension – Presentation.

















-45-
 Table of Contents


SIGNATURES





In accordance with Section 13 or 15(d) of the Securities and Exchange Act, the registrant caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 17th day of May, 2013.
 
 ECOLOCAP SOLUTIONS INC.BY:
MICHAEL SIEGELMichael SiegelPrincipal Executive Officer and PresidentBY:
MICHEL ST-PIERREMichel St-PierrePrincipal Financial Officer and Principal Accounting Officer
 
 In accordance with the Exchange Act, this amended report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dated indicated.
 Signature
Title
DateMICHAEL SIEGEL
President, Chief Executive Officer, Treasurer,
May 17, 2013Michael Siegel
Chief Financial Officer, and a member of the Board of DirectorsJEUNG KWAK
Director and Chairman of Board of Directors
May 17, 2013Jeung KwakTRI VU TRUONG
Director
May 17, 2013Tri Vu Truong____________________________________
Director
May ___, 2013Albert BeerliROBERT EGGER JR.
Director
May 17, 2013Robert Egger Jr.














-46-
 Table of Contents


EXHIBIT INDEX




Incorporated by referenceExhibit

Number
Document Description
Form
Date
Number
Filed

herewith3.1
Articles of Incorporation, as amended.
SB-2
5/28/04
3.13.2
Bylaws.
SB-2
5/28/04
3.23.3
Certificate of Amendment to Articles of Incorporation.
10-QSB
12/30/05
3.33.4
Bylaws, as amended on March 17, 2006.
10-KSB
4/13/06
3.410.1
Letter of Intent with XL Generation AG.
8-K
7/6/05
99.110.2
Share Exchange Agreement with XL Generation AG.
8-K
8/19/05
99.110.3
Loan Agreement with Capex Investments.
8-K
9/14/05
99.110.4
Form of Indemnification Agreement with Capex Investments Limited.
8-K/A
11/1/05
10.410.5
Common Stock Purchase Agreement with Capex Investments Limited.
8-K
11/15/05
10.510.6
Common Stock Purchase Agreement with Aton Selct Fund Limited.
8-K
11/15/05
10.610.7
Common Stock Purchase Agreement with Asset Protection Fund Limited.
8-K
11/15/05
10.710.8
Series A Warrant to Purchase Shares of Common Stock to Capex Investments Limited.
8-K
11/15/05
10.810.9
Series A Warrant to Purchase Shares of Common Stock to Aton Select Fund Limited.
8-K
11/15/05
10.910.10
Series A Warrant to Purchase Shares of Common Stock to Asset Protection Fund Limited.
8-K
11/15/05
10.1010.11
Registration Rights Agreement with Capex Investments Limited.
8-K
11/15/05
10.1110.12
Registration Rights Agreement with Aton Select Fund Limited.
8-K
11/15/05
10.1210.13
Registration Rights Agreement with Asset Protection Fund Limited.
8-K
11/15/05
10.1310.14
Amendment to the Common Stock Purchase Agreement with Aton Select Fund Limited.
8-K
12/08/05
10.1410.15
Amendment to the Common Stock Purchase Agreement with Asset Protection Fund Limited.
8-K
12/08/05
10.1510.16
Lease Agreement with 866 U.N. Plaza Associates LLC.
10-QSB
12/30/05
10.1610.17
Exclusive Manufacturing License Agreement and Non-Exclusive Distribution Agreement with APW Inc.
10-QSB
12/30/05
10.1710.18
Common Stock Purchase Agreement with Professional Trading Services SA.
SB-2
1/13/06
10.1810.19
Series B Warrant to Purchase Shares of Common Stock to Professional Trading Services SA.
SB-2
1/13/06
10.1910.20
Registration Rights Agreement with Professional Trading Services SA.
SB-2
1/13/06
10.2010.21
Amended and Restated Common Stock Purchase Agreement with Bank Sal. Oppenheim Jr. & Cie. (Switzerland) Limited.
SB-2
1/13/06
10.2110.22
Series B Warrant to Purchase Shares of Common Stock to Bank Sal. Oppenheim Jr. & Cie. (Switzerland) Limited.
SB-2
1/13/06
10.22




-47-
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10.23
Agreement of Withdrawal from Stadium SA.
SB-2
1/13/06
10.2310.24
License Agreement with WKF/5 Ltd.
SB-2
1/13/06
10.2410.25
Amendment to License Agreement with WKF/5 Ltd and Alain Lemieux.
SB-2
1/13/06
10.2510.26
Form of Subscription Agreement.
SB-2
5/28/04
99.110.27
Employment Agreement with Alain Lemieux.
10-KSB
4/13/06
10.2710.28
Employment Agreement with Daniel Courteau.
10-KSB
4/13/06
10.2810.29
Employment Agreement with Flemming Munck.
10-KSB
4/13/06
10.2910.30
Employment Agreement with Eric Giguere.
10-KSB
4/13/06
10.3010.31
Endorsement Agreement with La Societe 421 Productions.
10-KSB
4/13/06
10.3110.32
Summary of terms and conditions of Oral Consulting Agreement with Greendale Consulting Limited.
10-KSB
4/13/06
10.3210.33
Exclusive Manufacturing License Agreement with Polyprod Inc.
10-KSB
4/13/06
10.3310.34
Management Fee Arrangement with Polyprod Inc.
10-KSB
4/13/06
10.3410.35
Supply Contract with Febra- Kunststoffe GimbH and BASF Aktiengesellschaft.
10-KSB
4/13/06
10.3510.36
Loan Agreement with Fiducie Alain Lemieux.
10-KSB
4/13/06
10.3610.37
Confirmation of Debt.
10-KSB
4/13/06
10.3710.38
Agreement with Daniel Courteau regarding Repayment of loans to Symbior Technologies Inc.
10-KSB
4/13/06
10.3810.39
2006 Equity Incentive Plan.
10-KSB
4/13/06
10.3910.40
Loan Agreement with Albert Beerli.
10-KSB
4/13/06
10.4010.41
Summary of terms and conditions of Loan Agreement with Albert Beerli.
10-KSB
4/13/06
10.4110.42
Lease Agreement with Albert Beerli.
10-KSB
4/13/06
10.4210.43
Memorandum regarding XL Generation Canada Inc.
10-KSB
4/13/06
10.4310.44
Stock Purchase Agreement with XL Generation AG and Stadium SA.
10-KSB
4/13/06
10.4410.45
Common Stock Purchase Agreement with Poma Management SA.
10-QSB
9/13/06
10.4510.46
Common Stock Purchase Agreement with Aton Select Fund Limited.
10-QSB
9/13/06
10.4610.47
Consulting Agreement by and between Ecolocap Solutions Inc. and Lakeview Consulting LLC.
8-K
11/11/08
10.4710.48
“ERPA” with Hong Kong Construction Investment Joint Stock Company.
8-K
12/23/08
10.110.49
“ERPA” with Thuong Hai Joint Stock Company.
8-K
12/23/08
10.210.50
“ERPA” with Vietnam Power Development Joint Stock Company.
8-K
12/23/08
10.310.51
“ERPA” with Hop Xuan Investment Joint Stock Company, Vietnam.
8-K
12/23/08
10.410.52
“ERPA” with ThangLong Education Development and Construction Import Export Investment Joint Stock Company.
8-K
12/23/08
10.5


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10.53
Revised Consulting Agreement with Sodexen Inc.
8-K
12/23/08
10.610.54
Agreement with United Best Technology Limited.
8-K
12/23/08
10.710.55
Escrow Agreement with United Best Technology Limited.
8-K
12/23/08
10.810.56
“ERPA” with Tan Hiep Phuc Electricity Construction Joint-Stock Company Vietnam.
8-K
12/23/08
10.910.57
“ERPA” with Tuan Anh Hydraulic Development and Construction Investment Corporation, Vietnam.
8-K
12/23/08
10.1010.58
“ERPA” with Lao Cai Energy & Resources Investment Joint Stock Company, Vietnam.
8-K
12/23/08
10.1110.59
“ERPA” with Xiangton Iron and Steel Group Co. Ltd.
8-K
12/23/08
10.1210.60
“ERPA” with Hunan Valin Xiangton Iron & Steel Co. Ltd.
8-K
12/23/08
10.1310.61
“ERPA” with Hebi Coal Industry (Group) Co. Ltd.
8-K
12/23/08
10.1410.62
“ERPA” with Hebei Jinlong Cement Group Co., Ltd.
8-K
12/23/08
10.1510.63
“ERPA” with Bao Tan Hydro Electric Joint-Stock Company.
8-K
12/23/08
10.1610.64
“ERPA” with Construction and Infrastruction Development Joint-Stock Company Number Nine.
8-K
12/23/08
10.1710.65
Greenhouse Gas Offset Management Services Representation Agreement.
8-K
12/23/08
10.1810.66
“ERPA” with Xinjiang Xiangjianfeng Energy and Technology Development Co. Ltd.
8-K
12/23/08
10.1910.67
Technical Service Agreement with Xinjiang Xiangjinfeng Energy and Technology Development Co., Ltd.
8-K
12/23/08
10.2010.68
Technical Service Agreement with Hebei Fengda Metallized Pellet Co., Ltd.
8-K
12/23/08
10.2110.69
“ERPA” with Hebei Fengda Metallized Pellet Co., Ltd.
8-K
12/23/08
10.2210.70
“ERPA” with Shandong Chengzeyuan Environment Protection Engineering Co. Ltd.
8-K
12/23/08
10.2310.71
Technical Services Agreement with Shandong Chengzeyuan Environment Protection Engineering Co., Ltd.
8-K
12/23/08
10.2410.72
Technical Services Agreement with Leshan Kingssun Group Co. Ltd.
8-K
12/23/08
10.2510.73
“ERPA” with Leshan Kingssun Group Co., Ltd.
8-K
12/23/08
10.2610.74
Standstill Agreement.
8-K
3//12
10.110.75
Second Standstill Agreement.
8-K
3//12
10.214.1
Code of Ethics.
10-KSB
3/31/08
14.131.1
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



X31.2
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



X32.1
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer.



X


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32.2
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Financial Officer.



X99.1
Audit Committee Charter.
10-KSB
3/31/08
99.199.2
Executive Committee Charter.
10-KSB
3/31/08
99.299.3
Nominating and Corporate Governance Committee Charter.
10-KSB
3/31/08
99.399.4
Stock Option Plan.
10-KSB
3/31/08
99.4101.INS
XBRL Instance Document.101.SCH
XBRL Taxonomy Extension – Schema.101.CAL
XBRL Taxonomy Extension – Calculations.101.DEF
XBRL Taxonomy Extension – Definitions.101.LAB
XBRL Taxonomy Extension – Labels.101.PRE
XBRL Taxonomy Extension – Presentation.





























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