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 1934 FOR THE YEAR ENDED DECEMBER 31, 2009





Commission File Number: 000-31165





ECOLOCAP SOLUTIONS INC.


(Exact Name of Small Business Issuer as specified in its charter)





NEVADA


(State or other Jurisdiction of Incorporation or Organization)





1250 S. Grove Ave


Suite 308


Barrington, Illinois, 60010


(Address of principal executive offices)





866-479-7041


(Issuer’s telephone number, including area code)





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.


Yes [   ]     No [X]





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act:


Yes [   ]     No [X]





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





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





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 if 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 sold, or the average bid and asked price of such common equity, as of May 10, 2010 - $11,040,164.



















REASON FOR AMENDMENT





This Form 10-K is being amended to correct the financial statements, management's discussion and analysis of the financial condition and results of operations, and to include the auditor's report.

































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TABLE OF CONTENTS





PagePART IItem 1.
Business.
4Item 1A.
Risk Factors.
12Item 1B.
Unresolved Staff Comments.
14Item 2.
Properties.
14Item 3.
Legal Proceedings.
14Item 4.
Submission of Matters to a Vote of Security Holders.
14PART IIItem 5.
Market Price for the Registrant’s Common Equity, Related Stockholders Matters andIssuer Purchases of Equity Securities.
15Item 6.
Selected Financial Data.
16Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operation.
17Item 7A.
Quantitative and Qualitative Disclosures About Market Risk.
21Item 8.
Financial Statements and Supplementary Data.
21Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
37Item 9A.
Evaluation of Disclosure Controls and Procedures.
37Item 9B.
Other Information.
38PART IIIItem 10.
Directors and Executive Officers, Promoters and Corporate Governance.
38Item 11.
Executive Compensation.
42Item 12.
Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters.
44Item 13.
Certain Relationships and Related Transactions, and Director Independence.
45Item 14.
Principal Accounting Fees and Services.
47PART IVItem 15.
Exhibits and Financial Statement Schedules.
48Signatures
53Exhibit Index
54














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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.





EcoloCap Solutions Inc. is in the business of reducing carbon emissions. We plan to develop economically feasible renewable energy and carbon reduction initiatives.





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. Our vision was to develop a variety of products other than for sports, aimed at all types of play space, including for landscape and playgrounds. Due to litigation and because of the severe deterioration of our brand name and the poor quality of the products produced at XL Generation AG’s request by its subcontract manufacturer, who produce a poor quality which did not meet the specifications XL Generation AG requested. Also for each shipment the quality surveyor’s at the production plant failed causing deterioration of the brand name XL Turf and XL Generation AG in particular in the European market., 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 the relevant accounting guidance, as additional information becomes known or payments are made.





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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.





Change in Shell Company Status





Since November 2007, the Company changed its orientation (mission) and is now going into CER (Carbon Emission Reduction) credits. The Company changed its name to Ecolocap Solutions in December 2007. The Company has hired a new CEO. The Company has 5 employees and has over 25 employees through subcontracting of part of its development work (scouting, projects documentation work, contracts negotiations).





The Company has signed a new lease and has moved to new offices and the Company has revised and reconstructed its web site: Ecolocap.com.





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 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 emulsion of 60% heavy oil, 40%, and a 1% 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 average reduced gas emissions by 60%, particulate emissions by 98%  reduces fuel consumption by 40%, and cut costs by up to 25%.





MBT CNT-Battery





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.





5


Nano Li Battery





The Nano Li battery utilizing new anode and cathode materials is the least expensive and highest Whr/Kg of any comparable Li type battery.





NPW Machine





NPW Series biodiesel processing machines:  Our new processing technology will allow customers to utilize cheaper feedstock, reduce production cost /gallon, and produce biodiesel exceeding all ASTM specs.  Our NPW Series processing technology will convert a multitude of fats, oils and greases, virgin and waste, into 100% high quality ASTM specification biodiesel.  Most equipment providers must first approve feedstock to ensure biodiesel quality.  We do not need to approve biodiesel 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.





CER





Recognizing the opportunities created by the Kyoto Protocol Exchange Mechanisms, EcoloCap Solutions Canada Inc. a 100% wholly owned subsidiary of EcoloCap Solutions Inc. has developed an integrated development approach that focuses upon both existing and needed infrastructure facilities to produce substantial new value in the form of tradable CERs. EcoloCap brings together the know-how, capital, technology.





EcoloCap has the resources and expertise necessary for the creation of CERs traded in the new Carbon Market. The Company brings together the know-how, capital, technology, engineering, and on-the-ground operators for the successful development of Greenhouse Gases capture and utilization projects under the Clean Development Mechanism. The Carbon Credits (CERs) so created are then sold through established international markets.





EcoloCap has developed an integrated development approach that focuses on generating the Carbon Credits in developing countries to produce substantial new value in the form of tradable CERs while at the same time maximizing alternative energy generation co-products for additional revenues.





We are engaged in the business of reducing carbon emission.





EcoloCap's business is to prepare documentations for CER projects under Clean Development Mechanisms following the signing of an ERPA (Emission Reduction Purchase Agreement) contracts.





Over the last months, Ecolocap Solutions management team has pursued the development of the Company in three main activity sectors:





Our Current Operations





During the past year, the economic crisis has slowed down the CER projects development market. From the beginning of the year and until the end of the second quarter, most of the investors have made their initial investments and deferred new investments in the carbon credit business. In the third quarter, following the economic pickup, the carbon credit business has started to move and investors have been looking for investment projects.





Ecolocap Solutions Canada CEO went back to Vietnam and China to reactivate discussions and negotiations for its portfolio of existing projects. After a few trips, discussions and negotiations that occurred over the past six months, 8 ERPA (Emission Reduction Purchase Agreement) contracts were reactivated in Vietnam.


6


During the past six months our CEO, accompanied by BEWTE (scouting agency) personnel, have visited over 10 potential sites. Of those visits, EcoloCap Solutions Canada is presently negotiating which 5 potential projects owners.





During the past year, MBT has prepared to launch its new CNT Battery and deseminated independent test results to verify the claims mad by Ecolocap per the Li Battery. Ecolocap  has continued to market its M-Fuel technology internationally through direct sales and distribution agreements that are signed or in the final stages of completion. These agreements have taken place in industries ranging from maritime to telecommunications.





Ecolocap also introduced the biodiesel process and is presently undergoing contract negotiations for multiple installations.





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.





In independent laboratory testing, Nano Li Batteries have proven, will deliver up to 140% the reserve capacity of a lithium-ion battery, while taking only ten minutes to recharge, as compared to five to 12 hours for standard batteries.





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. This fuel has been tested over the past two years on internal and external combustion engines that burn kerosene, diesel, bio-diesel, waste oil, and heavy “bunker” oils. EM-Fuel has numerous diesel applications, including marine, wheeled vehicles, and open furnaces.





Laboratory and actual in use measurements have demonstrated a 25% reduction in cost for fuel and maintenance, while reducing particulate CO2 and NOx emissions by 60%. The M-Fuel can also be used without any modification of the engine or furnace burning the oil.





Ecolocap Solutions has conducted an analysis of MBT M-Fuels impact on the environment in relation to its carbon credit earning potential, and the economic significance for M-Fuel users.





MBT’s M-Fuel has been proven through initials laboratory tests and on site usage to reduce fuel costs by some 25%, depending on the cost of pre-processed fuel.  In addition, it reduces the emission of greenhouse gases on an average of 60%, resulting in the creation of an important source of Certified Emission Reduction (CER) credits.  Potential M-Fuel users such as, fleet operators of buses, trucks, boats, heavy equipment, and fixed machinery, will financially benefit not only from the considerable fuel cost savings, but from CER generated income as well.





The Company has prepared preliminary comparative testing results on the MBT Nano – Li Battery. These preliminary test results clearly demonstrate the CNT-Battery’s enhanced performance characteristics.





The Company held an event at its Korean factory on Tuesday November 3, 2009, to showcase its two core technologies, M-Fuel and the CNT-Battery, for the first time to the public.





Technical Support





The most important part of developing a CER project is to establish and document the validity and the financial additionality of the project – that element which demonstrate that the carbon emission reduction project would not have otherwise occurred. It is also essential to document and to verify the methodologies applied, as outlined in the project development document.





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For each CER project, the documentation process includes the following steps; preparation of the project’s PIN (Project Idea Note) which consist of preparing a description of the project and the applied technology, verifying if it is acceptable under the criteria of the Kyoto Protocol. Once completed, the PIN is presented to the local authority (Designated National Authority (DNA)) of the country which the project is located for approval. Following the approval of the PIN, starts the preparation of the PDD (Project Design Document). In the PDD, we prepare detailed description and documentation of the project, technical and financial information. This step requires identification and meetings with consultants and suppliers which will prepare costs estimate and will make technical proposition for the project. After the completion of the PDD, the document will be presented to the Designated Operating Entity (DOE), who will validate the technical, financial additionality and methodology of the project. After going through the DOE approval the Project’s PDD will be presented to the EB (Executive Board) who will give the final registration of the project.





Financing, Project financing and CER sales





In order to help CER project owners and to accelerate the project development, Ecolocap Solutions Canada has started discussions with potential investors, brokers and CER buyers. On December 30, 2009, EcoloCap Solutions has entered into a Partnership Agreement with Gazprom Marketing and Trading to finance and prepare the registration process of EcoloCap's portfolio of existing and potential Certified Emission Reductions (CERs) under the Clean Development Mechanism (CDM).





As of March 31, 2010, the due diligence of the first 9 Projects under the above mentioned Agreement are now under way with all concerned parties that should be concluded in the next two months.





EcoloCap will receive a fee corresponding to a price per unit of CER generating from the sale of the CER of these projects.





Kyoto Protocol & Voluntary Markets





The Kyoto Protocol established various exchange mechanisms in order to achieve its targeted reduction in carbon emission. As both world populations and economies continue to grow, substantial changes in energy use as well as advances in efficiency and technological innovations will be required in order to fight the global warming of the earth phenomenon and help reduce pollutant emissions.  It is from this global movement that the Kyoto Protocol was born, bringing new words and new concepts such as Carbon Markets, Carbon Finances, Carbon Credits and Carbon Trading.  Adopted in 1997, the Kyoto Protocol requires that industrialized countries agree to limit their Greenhouse Gases (GHG) emissions in the period 2008-2012 at 5.2% below their 1990 emissions levels.  Increasingly, countries and companies not bound by Kyoto Protocol are voluntarily creating national schemes and offsetting their emissions associated to their normal activities as part of their corporate responsibility.





Under Kyoto, carbon credits are acquired by organizations and governments to comply with their emission reduction target set under the Kyoto Protocol or other compliance initiatives (for example, the EU Emission Trading Scheme). Carbon trading takes place following a cap and trade approach, which is an administrative approach used to control pollution by providing economic incentives for achieving reductions in the emissions of pollutants.





Two project-based mechanisms were designed to lower the overall cost of participating countries in meeting their domestic emission reduction targets and to help developing countries and countries in transition in their sustainable development by encouraging technology transfer:





Clean Development Mechanisms (CDM)





A project-based financing mechanism, where eligible developed countries may purchase carbon credits - Certified Emission Reductions (CERs) - generated by projects hosted in developing countries. Purchasing these credits may be done either to fulfill compliance requirements, or for investment purposes, as is the case for US companies.


8


Joint Implementation (JI)





It encourages the realization of emissions abatement and the issuance of carbon credits - Emission Reduction Units (ERUs) - by the implementation of projects by a developed country (or entity) in another developed country.  Outside Kyoto, organizations around the world have started to use carbon credits as a voluntary way to reduce their carbon emissions. This has created a voluntary carbon credit market (for example, the Chicago Climate Exchange) which has seen rapid growth in the past 3 years, driven primarily by increasing public awareness of climate change.





The Kyoto Protocol established various exchange mechanisms in order to achieve its targeted reduction in carbon emission .One of these mechanisms is the Clean Development Mechanism or CDM, which is an investment or activity in a developing country that reduces emissions of Greenhouse gases. The carbon credits resulting from CDM projects, referred to as Certified Emission Reductions (CERs) may then be sold to governments or companies in the industrialized world, allowing them to meet their Kyoto compliance targets.





In addition to the targets set by Kyoto, countries and companies not bound by the Kyoto Protocol are voluntarily creating national schemes and offsetting their emissions associated to their normal activities as part of their corporate responsibility.





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, and will be recognized as a leading provider of emission reduction solutions, eco technologies and services which generate financial gains from greenhouse gas emissions reduction.





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





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





Carbon Credits: Hydro Power, landfill, biomass valorization, industrial improvement, mass transportation





We are also in the business of preparing documentations for CER projects under Clean Development Mechanisms following the signing of a ERPA (Emission Reduction Purchase Agreement) contracts.





9


Our Approach





Recognizing the opportunity these new mechanisms represent, we are developing an integrated development approach that focuses upon both existing and needed infrastructure facilities to produce substantial new value in the form of tradable CERs while at the same time maximizing alternative energy generation co-products. Our partners with owners of facilities emitting the harmful greenhouse gas as well as with all other environmental projects’ owners in developing countries, to capitalize on the opportunities afforded by the emerging market in carbon credit trading turning potential liabilities into lucrative resources while maximizing available possibilities for clean and renewable energy production.





Webring together all the elements - capital, engineering, network and know-how - required to successfully operate in the emerging carbon market; our integrated solutions gives us the necessary flexibility to develop stand alone or joint venture carbon projects.





The most important part of developing a CER project is to establish and document the validity and the financial additionality of the project – that element which demonstrate that the carbon emission reduction project would not have otherwise occurred. It is also essential to document and to verify the methodologies applied, as outlined in the project development document.





Ecolocap Solutions has hired technical scientist and engineers whose roles and responsibilities are to help the projects developers in preparing, building and validating these projects. They must also research and validate the methodologies applied.





For each CER project, the documentation process includes the following steps; preparation of the project’s PIN (Project Idea Note) which consist of preparing a description of the project and the applied technology, verifying if it is acceptable under the criteria of the Kyoto Protocol. Once completed, the PIN is presented to the local authority (Designated National Authority (DNA)) of the country which the project is located for approval. Following the approval of the PIN, starts the preparation of the PDD (Project Design Document). In the PDD, we prepare detailed description and documentation of the project, technical and financial information. This step requires identification and meetings with consultants and suppliers which will prepare costs estimate and will make technical proposition for the project. After the completion of the PDD, the document will be presented to the Designated Operating Entity (DOE), who will validate the   technical, financial additionality and methodology of the project. After going through the DOE approval the Project’s PDD will be presented to the EB (Executive Board) which represents UNFCCC (organism representing the Kyoto signatories’ countries ) who will give the final registration of the project.





In return for the preparation of documentations, EcoloCap will receive a commission corresponding to a % of the revenues on the sale to the broker of the CER of the project. Also, as defined in the ERPA (Emission Reduction Purchase Agreement) contracts, EcoloCap will guaranty a fix selling price (below future market selling price) of CER to the owner of a project. EcoloCap will thus receive revenue from the difference between the market selling price and the guarantied fix selling price to the project owner. The preparation of documents, the completion of a project may spread over a 12-18 months period before the project generates any revenues.





Emission Trades





An emission trade typically occurs when a country or company seeking to meet its emissions allowances purchases emissions credits from a country or company that has reduced its emissions beyond its requirement to do so. This transaction can benefit both participants. Purchasers are able to reach goals that require more emissions reductions than they can cost-effectively achieve through their own operational changes and they do not then incur financial penalties. Sellers are rewarded financially for their investments in emission reductions.





10


Regulation





Our CER operations are subject to the CDM mechanism of the Kyoto Protocol as well as to national policies and regulations of countries which are signatories of this Protocol.





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 CARB to burn M-Fuel in California.





Acquisitions





We plan to sign other ERPA in the future. We have not identified any additional acquisitions at this time.





Competition





There are many battery manufacturers 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 cleans the fuel.  This process will also be marketed as a stand alone 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.





In our business, we will compete with other businesses that generate, buy and sell CER (CER aggregator or consultants). 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.





Operative Agreements





Prerequisites to work on an ERPA, is for the project owners to implement their project and implies in a lot of cases to find proper financing. In order to help CER project owners and to accelerate the project development, during the last six months Ecolocap Solutions has discussed with numerous potential investors, brokers and CER buyers.





Dated as of October 13, 2008 and effective as of October 21, 2008, Ecolocap Solutions Inc. (“EcoloCap”) and Cantor CO2e LLC and its affiliates (“CantorCO2e”) entered into an exclusive Greenhouse Gas Offset Management Services Representation Agreement to work towards and marketing EcoloCap’s growing portfolio of potential Certified Emission Reductions (CERs) and pre-Clean Development Mechanism (CDM) Verified Emission Reductions (VERs).





Dated as of December 30, 2009 and effective immediately, Ecolocap Solutions Canada Inc. (“EcoloCap”) and Gazprom Marketing and Trading and its affiliates (“GazProm”) entered into a partnership agreement for the development of CDM projects in Asia.





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On September 16, 2009, we announced that our new subsidiary, Micro Bubble Technology (“MBT”), has signed an agreement with Next-Alternative Inc., subject to the payment of $2 million in return for the exclusive right to market and distribute MBT’s Carbon Nano Tube Battery for wheeled applications in North America.  In addition, Next-Alternative is a distributor for MBT’s EM Fuel, has sold an EM-Fuel Nanomizer to make EM-Fuel for use in Montreal.





On October 6, 2009, we announced that our subsidiary, Micro Bubble Technology (“MBT”), has further enhanced distribution of its Carbon Nano Tube Battery (CNT-Battery) by signing a multi-million dollar distribution agreement with HALO Renewable Energy LLC (“Halo”), of Portland, OR.





ITEM 1A.       RISK FACTORS





We were unsuccessful in manufacturing artificial surfaces, and we have changed our business direction from manufacturing artificial surfaces to reducing carbon emission.





We were unsuccessful in our original business endeavour of manufacturing artificial surfaces. There can be no assurance that we will be successful in our new business direction of reducing carbon emission. As such you could lose your investment.





Our proposed business is speculative and we have just begun operations in reducing carbon emission.





Our plan of operation is speculative. Although we have appointed officers and directors, they do not have a vast experience in reducing carbon emission; we currently have one officer that has experience in carbon emission. The likelihood of achieving our plans is remote, and it is possible that you could lose your entire investment.





Need for substantial additional capital.





We are in need of substantial additional capital, without which our ability to continue as a going concern will be jeopardized. In order to fund our ongoing, day-to-day operations, as well as to develop the ERPA contracts, we will continue to require significant amounts of additional capital, and the failure to obtain such additional capital will materially adversely affect our operations. In order to fully implement our plan of operation, it will be necessary to raise between $2,000,000 to $5,500,000. There is no assurance that we will be successful in raising additional capital. If we raise additional capital through the sale of common stock, you could experience significant dilution. If we are unsuccessful in raising such additional capital, you could lose your entire investment.





Changes in laws and regulations over which we have no control can significantly affect our business and results of operations.





Any Change in the CDM Mechanism policy, any change of governmental entity that regulates our operations of the concerned country may enact new legislation or adopt new laws and regulations or policies at any time, and new judicial decisions may change the interpretation of existing legislation or regulations at any time





Our reliance on third-party suppliers and service providers poses significant risks to our business and prospects.





We intend to contract with third parties for goods and services that will be essential to our operations, such as preparation of PIN and PDD services. If the scopes of services or pricing are not commercially reasonable, we may incur additional costs. For example:





·
our service providers may fail to properly prepare the PIN and PDD and project assessment ( DOE ‘s validation )


·
our suppliers and service providers may face preparation delays due to natural disasters or strikes, lock-outs or other such actions;


·
one or more suppliers or service providers could make strategic changes in the services they offer; and


12


·
some of our suppliers will be small companies which are more likely to experience financial andoperational difficulties than larger, well-established companies, because of their limited financial and otherresources.


·
Administrative delay due to the registration with Executive Board of The CDM-Kyoto could also result in supplementary delay.





As a result of any of these factors, we may be required to find alternative suppliers for the services on which we rely. Accordingly, we may experience delays in obtaining appropriate services on a timely basis and in sufficient time from such alternative suppliers at a reasonable price, which could delay services to our customers and adversely affect our revenues, financial condition, and results of operations, cash flow and liquidity.





Our auditors have issued a going concern opinion meaning there is substantial uncertainty whether we will continue operations.





Our auditors have issued a going concern opinion in their report dated March 31, 2009. This means that, as of the time of the opinion, there was substantial doubt that we could continue as an ongoing business for the next twelve months. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue in business.





We lack an operating history and have losses that we expect to continue into the future. There is no assurance our future operations will result in profitable revenues. If we cannot generate sufficient revenues to operate profitably, we will cease operations and you will lose your investment.





Our recent financial statements may not provide sufficient information to assess our future prospects. Our likelihood of success must be considered in light of all of the risks, expenses and delays inherent in establishing a new business, including, but not limited to, unforeseen expenses, complications and delays, established competitors and other factors. Irrespective of the quality of products and skills of management, we may still never achieve profitable operations.





Because there is an extremely limited public trading market for our common stock, you may not be able to resell your stock.





There is currently an extremely limited public trading market for our common stock, and there may never be a broad public trading market. Therefore, investors may not be able to resell their common stock.





We are highly dependent on our executive management and other key employees. Should we lose executive management or other key employees due to death, disability, and retirement or otherwise, such loss could adversely affect our management and operations.





We rely heavily on our executive management and key employees to provide services and for continued business development, including, in particular, our officers and directors, Mr. Tri Vu Truong, Mr. Michel St-Pierre, Mr. Claude Pellerin, Mr. Mark Lawson, Michael Siegel, Robert Egger and Jeung Kwak. The Company requires senior management who, in addition to possessing the appropriate skills, will be required to spend time in Asia. At the present time, we do not have employment agreements with any of our officers and directors. Our business could be materially adversely affected if a number of our executive officers, managers and other key employees were to leave us and if we were unable to attract and retain qualified replacements.





Because the SEC imposes additional sales practice requirements on brokers who deal in penny stocks, some brokers may be unwilling to trade our shares. This means that you may have difficulty reselling your shares and this may cause the price of the shares to decline.





13


Our shares would be classified as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934 and the rules promulgated thereunder which impose additional sales practice requirements on brokers/dealers who sell our securities. For sales of our securities, the broker/dealer must make a special suitability determination and receive from you a written agreement prior to making a sale for you.





Because of the imposition of these additional sales practices, it is possible that brokers will not want to make a market in our shares. This could prevent you from reselling your shares and may cause the price of the shares to decline.





FINRA sales practice requirements may limit a stockholder's ability to buy and sell our stock.





The Financial Industry Regulation Authority (FINRA) has adopted rules that apply to broker/dealers in recommending an investment to a customer. The broker/dealers must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative, low-priced securities to their non-institutional customers, broker/dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative, low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker/dealers to recommend our common stock to their customers, which may have the effect of reducing the level of trading activity and liquidity of our common stock. Further, many brokers charge higher transactional fees for penny stock transactions. As a result, fewer broker/dealers may be willing to make a market in our common stock, reducing our stockholder's ability to resell shares of our common stock.





Because we may not be able to adapt to changing market conditions or endure any decline in the carbon reduction emission industry.





Our success depends on our ability to sign ERPA with projects owners.





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 for 1,950 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.





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





On November 30, 2009, at a special meeting of shareholders, our shareholders approved an amendment to our articles of incorporation whereby we increased our authorized shares of common stock from 100,000,000 shares to 500,000,000 shares with a par value of $0.001 per share.  The vote was 64,283,000 in favor, 1,000,000 against, and 0 abstained.








14





PART II





ITEM 5.          MARKET PRICE 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.





Fiscal Year2009
High Bid
Low BidFourth Quarter: 10/1/09 to 12/31/09
$
0.66
$
0.17Third Quarter: 7/1/09 to 9/30/09
$
0.25
$
0.11Second Quarter: 4/1/09 to 6/30/09
$
0.39
$
0.04First Quarter: 1/1/09 to 3/31/09
$
0.25
$
0.03Fiscal Year2008
High Bid
Low BidFourth Quarter: 10/1/08 to 12/31/08
$
0.46
$
0.11Third Quarter: 7/1/08 to 9/30/08
$
0.85
$
0.30Second Quarter: 4/1/08 to 6/30/08
$
0.80
$
0.42First Quarter: 1/1/08 to 3/31/08
$
1.40
$
0.45





Holders





As of March 31, 2010, we had forty three 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.











15


Equity Compensation Plan Information





Number of securities remainingNumber of securities
Weighted-average exercise
available for future issuanceissued upon exercise of
price of outstanding
under equity compensation plansoutstanding options,
options, warrants and
(excluding securities reflectedPlan category
warrants and rights
rights
in column (a))(a)
(b)
(c)Equity compensation
n/a
n/a
n/aplans approved bysecurity holdersEquity compensation
365,000
1.10
1,465,000plans not approved bysecurity holdersTotal
365,000
1.10
1,465,000





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 NASD’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.





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.


16


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, 2009 (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” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). However, as we issue “penny stock,” as such term is defined in Rule 3a51-1 promulgated under the Exchange Act, we are ineligible to rely on these safe harbour provisions. 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.





On November 13, 2007, we changed our name from “XL Generation International Inc.” 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.





Over the past three months the Company CEO went to Vietnam to reactivate discussions and negotiations for its portfolio of existing projects. After a few trips, discussions and negotiations that occurred over the past six months, 8 ERPA (Emission Reduction Purchase Agreement) contracts were reactivated in Vietnam.





During the past year, Micro Bubble Technologies (MBT) has prepared to launch its new CNT Battery and has continued to market its M-Fuel technology internationally through distribution agreements that are signed or in the final stages of completion. These agreements have taken place in industries ranging from maritime to telecommunications.





We have sent our CNT Batteries to independent laboratory testing, CNT Batteries have proven, for the same price as a traditional lead-acid battery, will deliver up to 8 times the reserve capacity of a lead-acid battery and 2.5 times that of a lithium-ion battery, while taking only ten minutes to recharge, as compared to five to 12 hours for standard batteries.





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. Laboratory and actual in use measurements have demonstrated a 25% reduction in cost for fuel and maintenance, while reducing particulate CO2 and NOx emissions by 60%. The M-Fuel can also be used without any modification of the engine or furnace burning the oil.





In September 2009, MBT has signed an agreement with Next-Alternative Inc, which agreed to pay $2 million in return for the exclusive right to market and distribute MBT’s Carbon Nano Tube Battery for wheeled applications in North America.





In November 2009, MBT held a Product Event Showcase in Seoul, South Korea. Participants spent time in meetings with EcoloCap representatives going over the numerous business opportunities available to them.  Target markets and applications were discussed at length as were the various scenarios of large scale product implementation.





17


In December2009, Ecolocap Solutions Canada signed a partnership agreement with Gazprom Marketing and Trading, for the development of CDM Projects in Asia. January 25, 2010.





In January 2010, MBT delivered its first Lithium X batteries to Halo Renewable Energy of Seattle, WA. Halo will conduct preliminary testing in collaboration with a major potential customer.





In February 2010, MBT announced that it has signed an agreement with Exponent Inc. Engineering and Scientific Consulting of Phoenix, AZ to test EcoloCap's newly announced Lithium X battery.





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.  MBT plans to start testing M-Fuel in California by the third quarter of 2010 for approval of the California Air Resources Board.





The Kyoto Protocol established various exchange mechanisms in order to achieve its targeted reduction in carbon emission. In addition to the targets set by Kyoto, countries and companies not bound by the Kyoto Protocol are voluntarily creating national schemes and offsetting their emissions associated to their normal activities as part of their corporate responsibility.





Recognizing the opportunity these new mechanisms represent, we are developing an integrated development approach that focuses upon both existing and needed infrastructure facilities to produce substantial new value in the form of tradable CERs while at the same time maximizing alternative energy generation co-products. Our partners with owners of facilities emitting the harmful greenhouse gas as well as with all other environmental projects’ owners in developing countries, to capitalize on the opportunities afforded by the emerging market in carbon credit trading turning potential liabilities into lucrative resources while maximizing available possibilities for clean and renewable energy production.





Our initial geographical focus will be Vietnam and China followed by expansions into Africa and Latin America. These areas have been identified by leading authorities as representing substantial opportunities for remediation of greenhouse gasses and therefore represent the greatest opportunities for the production of CERs. They also represent geographies in which we can develop efficient operating scale thereby enhancing potential profitability.





Results of Operations





For the Twelve Month Period ended December 31, 2009





Overview





We posted net losses of $975,857 for the year ended December 31, 2009 as compared to net gains of $4,939,044 last year. The loss resulted mainly from selling, general and administrative expenses. Last year loss was caused by the signature of an exclusive Service Agreement with United Best Technology Limited of Hong Kong. United will devote all its intellectual property, knowledge, technology and contacts related to the CER and Clean Development Mechanism projects exclusively for the development of EcoloCap business in an exclusive and define territory. United for the exclusivity of its services was granted Three Million Five Hundred Thousand (3,500,000) restricted shares of our common stock. The cost of the Agreement was accounted for under compensation expense.





During the past year, the economic crisis has slowed down the CER projects development market. From the beginning of the year and until the end of the second quarter, most of the investors have secured their initial investments and stalled new investments in the carbon credit business. In the third quarter, following the economic pickup, the carbon credit business has started to move and investors have been looking for investment projects.


18


Ecolocap Solutions Canada CEO went back to Vietnam and China to reactivate discussions and negotiations for its portfolio of existing projects. After a few trips, discussions and negotiations that occurred over the past six months, 8 ERPA (Emission Reduction Purchase Agreement) contracts were reactivated in Vietnam.





In order to help CER project owners and to accelerate the project development, Ecolcoap Solutions has started discussions with potential investors, brokers and CER buyers. On December 30, 2009  EcoloCap Solutions has entered into a Partnership Agreement with Gazprom Marketing and Trading, tofinance and prepare the registration process of EcoloCap's growing portfolio of existing and potential Certified Emission Reductions (CERs) under the Clean Development Mechanism (CDM).





As of March 31, 2010, the due diligence of the projects under the abovementioned agreement is now under way; that should be concluded in the next two months.





Development Stage Expenditures





Development stage expendituresfor the year ended December 31, 2009, were $265,000 in salaries, $32,700 in travel, $71,400 in rent, $258,000 in compensation expense and $91,400 in professional fees.





Sales





For the year ended December 31, 2009 we had no gross revenues.





Total Cost and Expenses





For the year ended December 31, 2009, we incurred total costs and expenses of $975,857. This compared to $4,939,044 for last year. The decrease in total cost and expenses resulted from the signature in 2008 of an exclusive Service Agreement with United Best Technology Limited of Hong Kong. United will devote all its intellectual property, knowledge, technology and contacts related to the CER and Clean Development Mechanism projects exclusively for the development of EcoloCap business in an exclusive and define territory. United for the exclusivity of its services was granted Three Million Five Hundred Thousand (3,500,000) restricted shares of our common stock. The cost of the Agreement was accounted for under compensation expense. We decided to leave the manufacturing and distribution of environmentally sound artificial playing field surfaces and have currently developed an integrated development approach that focuses upon both existing and needed infrastructure facilities to produce substantial new value in the form of tradable CERs.





Selling, General and Administration





For the year ended December 31, 2009, we incurred selling, general and administration expenses of $470,476. This compared $939,873 for last year. The decrease resulted from the former CEO salary being paid in Company stock (compensation expense) and reduction of the development expenses $10,000.





Interest





We calculate interest in accordance with the respective note payable. For the year ended December 31, 2009, we charged $42,705. This compared to $162,146 for last year. The decrease is caused by the conversion of $701,000 of debt into common shares and the loans of $447,096 from stockholders at 5% interest.

















19


Liquidity and Capital Resources





At December 31, 2009, we had $1,944 in cash, as opposed to $23,787 in cash at December 31, 2008. Total cash used in operations requirements for the twelve month period ended December 31, 2009 was $542,803. As a result of its new business plan, management estimates that cash requirements through the end of the fiscal year ended December 31, 2010 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 third quarter of 2010 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.





At December 31, 2009, we had total assets of $13,705,275 compared to total assets of $81,098. The increase is mainly due to the acquisition of Intangible assets and Goodwill ($13,228,721) and Deposit on machinery ($609,823).





At December 31, 2009, we had total current liabilities of $2,295,558 compared to total current liabilities of 918,524 at December 31, 2008. The liabilities are mainly due to (i) accrued operational costs ($391,177), (ii) customer deposit ($454,940) and (iii) loan notes from shareholders ($1,402,055).





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.





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.











20


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, 2009. With respect to the audited year ended December 31, 2009, we incurred losses of $975,857 (compared with losses of $4,939,044 for the same period last year). We had negative working capital for the year ending December 31, 2009 of $1,668,483 (compared with $837,426 for the same period last year), and a stockholders' deficiency of $5,835,523 audited as of December 31, 2009 (compared with a stockholders' deficiency of $837,426 audited as of December 31, 2008). 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, 2009, our auditors may issue an opinion in their audit report for the year ended December 31, 2009 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 Montreal office, 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. 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.





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.





INDEX TO THE FINANCIAL STATEMENTS





Report of Independent Registered Public Accounting Firm
F-1Consolidated Balance Sheets
F-2Consolidated Statements of Operations
F-3Consolidated Statement of Stockholders’ Equity/(Deficiency)
F-4Consolidated Statements of Cash Flows
F-5Notes to Consolidated Financial Statements
F-6











21


Report of Independent Registered Public Accounting Firm
 
 Board of Directors and Stockholders
 
 We have audited the accompanying balance sheets of EcoloCap Solutions, Inc. (a development stage company) (formerly XL Generation Inc.) as of December 31, 2009 and 2008 the related statements of operations, stockholder's deficiency and cash flows for the years ended December 31, 2009 & 2008 and for the period from inception (January 1, 2007) to December 31, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
 We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as, evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
 In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of EcoloCap Solutions, Inc. (a development stage company) (formerly XL Generation Inc.) as of December 31, 2009 and 2008 and the results of its operations and its cash flows for the years ended December 31, 2009 & 2008 and for the period from inception (January 1, 2007) to December 31, 2009 in conformity with accounting principles generally accepted in the United States of America.
 
 The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has incurred a loss since inception, has a net accumulated deficit and may be unable to raise further equity. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 
 
 
 Paritz & Company, P.A.
 Hackensack, New Jersey
 May 11, 2010








F-1


22





ECOLOCAP SOLUTIONS INC.


(Formally known as XL GENERATION INTERNATIONAL INC.)


(A Development Stage Company)


CONSOLIDATED BALANCE SHEETS


December 31,





2009
2008ASSETSCURRENT ASSETSCash
$
1,944
$
23,787Taxes Receivable

730

31,658Deposit on machinery

609,823

-Prepaid expenses and sundry current assets

14,578

6,001TOTAL CURRENT ASSETS

627,075

61,446INTANGIBLE ASSETS ( note 2 and 5 )

6,056,252

-GOODWILL ( note 2 )

7,008,721

-PROPERTY AND EQUIPMENT, AT COST, LESSACCUMULATED DEPRECIATION

13,227

19,652TOTAL ASSETS
$
13,705,275
$
81,098LIABILITIES AND STOCKHOLDERS’ DEFICIENCYCURRENT LIABILITIES:Customer deposits

454,940

-Note payable (note 7)

47,386

250,000Note payable-stockholders (note 8)

1,402,055

450,000Accrued expenses and sundry current liabilities (note 6)

391,177

218,524TOTAL CURRENT LIABILITIES
$
2,295,558
$
918,524STOCKHOLDERS' DEFICIENCYCommon stock
$
162,848
$
106,737Additional paid in capital

30,271,856

22,747,967Accumulated Deficit

(25,059,593)

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

460,412

1,367,463TOTAL STOCKHOLDERS' DEFICIENCY
$
5,835,523
$
(837,426)Non-controlling interest

5,574,194

-11,409,717

(837,426)TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
$
13,705,275
$
81,098














F-2


23





ECOLOCAP SOLUTIONS INC.


(Formally known as XL GENERATION INTERNATIONAL INC.)


(A Development Stage Company)


CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIENCY







CommonstockAuthorized





Deficit500,000,000





accumulatedShares,

Additional



during

Other



Non-Stockholders


Par value

paid in

Accumulated

Development

Comprehensive



controllingDeficiency
Shares

$0,001

Capital

Deficit

Stage

Income (Loss)

Subtotal

interest

TotalDecember 31,2006
34,578,268
$
97,502
$
13,329,355
$
(25,059,593)
$
-
$
220,463
$
(11,412,273)
$

$
(11,412,273)Proceeds from the issuanceof 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 comprehensiveIncome










(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 settlementof services
4,500,000

4,500

3,834,500







3,839,000



3,839,000Shares issued followingexercise of stock options
25,000

25

225







250



250Proceeds from the issuanceof common stock
250,000

250

74,750

-



-

75,000



75,000Shares issued for settlementof 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 followingacquisition
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



268,000Proceeds from the issuanceof common stock
460,923
$
461
$
139,539
$
-
$
-
$
-
$
140,000
$
-
$
140,000Non-controlling interestpursuant to acquisition(see Note 2)














5,643,000

5,643,000Net 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
$
11,409,717




















F-3


24





ECOLOCAP SOLUTIONS INC.


(Formally known as XL GENERATION INTERNATIONAL INC.)


(A Development Stage Company)


CONSOLIDATED STATEMENTS OF OPERATIONS




Beginning ofdevelopmentYear Ended
stage, January 1,December 31,
2007, through2009
2008
December 2009SALES
$
-
$
-
$
-COSTS AND EXPENSES:

-

-

-Selling, general and administrative

470,476

939,873

1,752,209Depreciation and Amortization ( note 5 )

170,173

-

170,173Gain on settlement of debts – foreign Subsidiary





(8,013,125)Compensation expense

258,000

3,839,000

5,469,897Interest

42,705

162,146

395,325Foreign exchange loss (gain)

34,503

(1,975)

(166,085)TOTAL COSTS AND EXPENSES

975,857

4,939,044

(391,606)NET INCOME (LOSS)
$
(975,857)
$
(4,939,044)
$
391,606Attributable to:Ecolocap Solutions Inc.
$
(907,051)
$
(4,939,044)
$
460,412Non-controlling interest
$
(68,806)
$
-
$
(68,806)Net (Loss) Per Share
$
(0.02)
$
(0.12)
$
N/AAverage weighted Number of Shares

60,744,295

40,945,348

N/A












































F-4


25


ECOLOCAP SOLUTIONS INC.


(Formally known as XL GENERATION INTERNATIONAL INC.)


(A Development Stage Company)


CONSOLIDATED STATEMENTS OF CASH FLOWS


Year ended December 31, 2009 and 2008





Beginning ofdevelopmentstage, January 1,2007, through2009
2008

December 2009Net income (loss)
$
(907,051)
$
(4,939,044)
$
239,949Adjustment to reconcile net income to net cash used in operating activitiesDepreciation and amortization

170,173

4,702

174,875Issuance of common stock  for services

132,300

3,137,300

3,269,600Stock based compensation

-

3,839,000

5,211,897Non cash adjustmentNon-controlling interest

(68,806)

-

(68,806)Changes in operating assets and liabilities:Prepaid expenses and sundry current assets

(8,577)

(6,001)

26,767Taxes Receivable

30,928

(31,658)

(730)Deposit on machinery

(64,423)

-

(64,423)Accrued expenses and sundry current liabilities

172,653

121,455

(2,970,187)Net cash provided by (used in) operating activities
$
(542,803)
$
2,125,754
$
5,818,942Investing activitiesCash acquired during acquisition

38,115

-

38,115Acquisitions of property and equipment

-

(24,355)

4,997Net cash provided by (used in) investing activities
$
38,115
$
(24,355)
$
43,112Financing activitiesStock payable





(1,000,000)Issuance of common stock

140,000

75,250

215,250Sale of common stock





1,003,400Proceeds (Repayment) of loans payable

(250,000)

250,000

-Proceeds (Repayment) of loans payable shareholder

592,845

(2,569,332)

(6,207,367)Net cash provided by financing activities
$
482,845
$
(2,244,082)
$
(5,988,717)(Decrease) in cash

(21,843)

(142,683)

(126,663)Cash- beginning of period

23,787

166,470

128,607Cash - end of period
$
1,944
$
23,787
$
1,944Supplemental Disclosure of Cash Flow informationNon cash items:Stock based compensation

-

3,839,000

5,211,897Unrealized foreign exchange

-

-

(220,463)


F-5


26


ECOLOCAP SOLUTIONS INC.


(Formally known as XL GENERATION INTERNATIONAL INC.)


(A Development Stage Company)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE 1-NATURE OF BUSINESS





EcoloCap Solutions Inc. (hereinafter "Ecolocap" or the "Company") 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 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.





CER





Recognizing the opportunities created by the Kyoto Protocol Exchange Mechanisms, EcoloCap Solutions Inc. has developed an integrated development approach that focuses upon both existing and needed infrastructure facilities to produce substantial new value in the form of tradable Carbon Credits ("CERs"). EcoloCap brings together the know-how, capital and technology.





EcoloCap has the resources and expertise necessary for the creation of CERs traded in the new Carbon Market. The Company brings together the know-how, capital, technology, engineering, and on-the-ground operators for the successful development of Greenhouse Gases capture and utilization projects under the Clean Development Mechanism. The CERs so created are then sold through established international markets.








F-6


27


EcoloCap has developed an integrated development approach that focuses on generating the Carbon Credits in developing countries to produce substantial new value in the form of tradable CERs while at the same time maximizing alternative energy generation co-products for additional revenues.





DEVELOPMENT STAGE COMPANY





The Company was an active business from 2005 through 2006 and was involved in the manufacture and sales of an artificial sport surface. Commencing 2007, the Company was looking for new business and commenced the Carbon Credits (CER’S) business.  The Company currently has operations but no 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.





NOTE 2-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





PRINCIPLES OF CONSOLIDATION





The consolidated financial statements include the accounts of the Company and its subsidiaries EcoloCap Solutions Canada Inc. and Micro Bubble Technologies Inc. (see Note 12) after the elimination of inter-company accounts and transactions.





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.





INCOME TAXES





The asset and liability approach is used to account for income taxes by recognizing deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. The Company records a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized.


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.
 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.




F-7


28


STOCK BASED COMPENSATION





The Company accounts for stock options and similar equity instruments issued in accordance with SFAS No. 123(revised), “Share-Based Payment”. Accordingly, compensation costs attributable to stock options or similar equity instruments granted are measured at the fair value at the grant date, and expensed over the expected vesting period. Transactions in which goods or services are received in exchange for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The relevant authoritative guidance requires excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid.





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 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.
















F-8


29


ACQUISITION OF MICRO BUBBLE TECHNOLOGIES INC.





On September 10, 2009, the Company completed the acquisition of 55% of MBT, a company engaged in the business of marketing, distributing, setting up sub-distributors, and selling products based on nano technologies, for a purchase price of $7,172,000 in exchange for 54,000,000 common shares of the Company. 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 the relevant authoritive guidance as additional information becomes known or payments are made.





The acquisition was accounted for using the acquisition method of accounting in accordance with the relevant authoritive guidance. The purchase price has been assigned to the assets acquired and liabilities assumed based on their estimated fair values. The intangible assets are being amortized over periods ranging from ten to fifteen years. The Company’s financial statements include the results of operations of Micro Bubble subsequent to the acquisition date.





MBT developed M-Fuel, an innovative suspension fuel that far exceeds all conventional fuels’ costs and efficiencies. It also developed and manufactures 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. 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 and sell cleaner alternative energy products.





The acquisition was accounted for as follows (in thousands):





Assets:Cash
$
38Technology Batteries

2,790Technology EM Fuel

80Customer Relationships

3,350Goodwill

7,009$
13,267Liabilities:Accrued liabilities
$
452Non controlling interest
$
5,643Total Purchase Price
$
7,172





Business Combinations





In 2008, prior to the acquisition of MBT, MBT had no income or expenses incurred and accordingly no pro-forma information is presented.





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 $975,857 for the year ended December 31, 2009.The Company has negative working capital of $1,668,483 at December 31, 2009 and a stockholders’ deficiency of $5,835,523 at December 31, 2009.  These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern.


F-9


30


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 Kyoto Protocol Exchange Mechanisms, management has begun the process of redeploying its assets, identifying business strategies that offer 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 in the form of tradable CERs.





The Company's future success is dependent upon, among other things, 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 & OFFICE EQUIPMENT





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 5 years.





December 31
December 31,2009
2008Computer equipment
$
11,654
$
11,654Furniture & fixtures

12,701

12,701$
24,355
$
24,355Less: accumulated depreciation

11,128
$
4,703Balance December 31,
$
13,227
$
19,652





NOTE 5 – INTANGIBLE ASSETS





The intangible assets are being amortized over periods ranging from ten to fifteen years. The weighted average amortization period by major asset class is: customer relationship 10.0 years; technology batteries 15.0 years and technology M-Fuel 15.0 years.





December 312009Technology Batteries
$
2,790,000Technology EM Fuel

80,000Customer Relationships

3,350,000$
6,220,000Less: accumulated amortization

163,748Balance December 31, 2009
$
6,056,252








F-10


31


NOTE 6--ACCRUED EXPENSES AND SUNDRY CURRENT LIABILITIES





Accrued expenses consisted of the following at December 31:





2009
2008Accrued interest
$
80,532
$
43,041Accrued operating expenses

310,645

175,483$
391,177
$
218,524





NOTE 7- NOTE PAYABLE





In 2008, the Company received loans from Carnavon Trust REG (“Carnavon”) in the amount of $250,000. These loans carry an interest of 10% and are payable on demand. On July 28, 2009, Carnavon and Larinton Investments S.A.(“Larinton”) signed an agreement whereby Carnavon transferred its loans plus the accrued interest ($287 500) to Larinton On July 28, 2009, Larinton  converted loans of $287 500 into 2,875,000 common shares of the Company. The common shares were issued on February 14, 2010.





In 2009, the Company received loans from Capex Investments Limited in the amount of $47,386. These loans carry an interest of 10% and are payable on demand.





NOTE 8--PAYABLE – STOCKHOLDERS





In 2008, the Company received loans from POMA Management Inc. (“POMA”), a shareholder, in the amount of $450,000. In 2009, the Company received additional loans from POMA in the amount of $1,000. These loans carry an interest of 10% and are payable on demand. On July 28, 2009, POMA and Toniland S.A and DT Crystal Holdings Ltd (“DT Crystal”) signed an agreement whereby POMA transferred its loans plus the accrued interests ($490 490) to Toniland S.A ($220 720) and DT Crystal ($269 770). On July 28, 2009, Toniland S.A has elected to convert loans of $220 720 into 2,207 206 common shares of the Company and DT Crystal has elected to convert loans of $269 770 into 2,697 697 common shares of the Company. The common shares were issued on February 14, 2010.The amount owed to Toniland S.A at December 31 is $220 720 (loan $202,950 and $17,770 in accrued interests). In 2009, the Company received additional loans from DT Crystal of $117,454. These loans carry an interest of 10% and are payable on demand. The amount owed to DT Crystal at December 31 is $387,224 (loan $365, 504 and $21,720 in accrued interests).





The amount owed to Larinton Investments S.A.at December 31 is $287 500 (loan $250,000 and $37,500 in accrued interests).





In 2009, the Company received loans from a stockholder in the amount of $57,000. These loans carry an interest of 1.63% and are payable on demand.





In 2009, the Company received loans from stockholders in the amount of $447,096. These loans carry an interest of 5.00% and are payable on demand.





In 2009, the Company received loans from Hanscom K. Inc. in the amount of $67,034. These loans have no interest and are payable on demand.





In 2009, the Company received loans from SRD Inc. in the amount of $12,471. These loans have no interest and are payable on demand.














F-11


32




NOTE 9 -CAPITAL STOCK





On November 30, 2009, at a special meeting of shareholders, our shareholders approved an amendment to our articles of incorporation whereby we increased our authorized shares of common stock from 100,000,000 shares to 500,000,000 shares with a par value of $0.001 per share.




The Company is authorized to issue 500,000,000 shares of common stock (par value $0.001) of which 99,924,662 were issued and outstanding as of December 31, 2009.





As of February 12, 2008, the Company entered into an agreement with United Best Technology Limited (“United”). The agreement is a five (5) year renewable Service Agreement (the “Agreement”) pursuant to which United shall provide advice to undertake for and consult with the Company concerning certain operational areas and shall review and advise the Company regarding Carbon Credits (“CER”) and Clean Development Mechanism projects as well as the Company’s overall progress, needs and condition in those areas, find, negotiate and close contracts and projects for a minimum of Three Million Six Hundred Thousand (3,600,000) CERs that could be certified, traded and delivered and to assist the execution of said contracts or projects by the Company or one of its affiliates. United for the exclusivity of its services was granted Three Million Five Hundred Thousand (3,500,000) restricted shares of the Company’s common stock, out of said Three Million Five Hundred Thousand (3,500,000) restricted shares, One Million (1,000,000) restricted shares will be put in escrow as provided in the executed Escrow Agreement.





On September 10, 2008, Webster Plus S.A. paid seventy-five thousand dollars ($75,000) to purchase from the Company (i) 250,000 shares of the Company's common stock; and (ii) Series A Warrants to purchase up to an additional 125,000 shares of the Company's common stock at an exercise price initially set at $2.50 per share.





On June 11, 2008, Larinton Investments S.A has elected to convert loans of $1,637,300 into 1,811,176 common shares of the Company. The price of the shares of the Company is equal to the average market price of the common shares of the Company during the 60 previous days of the date of the execution of the conversion.





On June 11, 2008, Toniland S.A has elected to convert loans of $1,500,000 into 1,659,295 common shares of the Company. The price of the shares of the Company is equal to the average market price of the common shares of the Company during the 60 previous days of the date of the execution of the conversion.





On October 9, 2008, the Company entered into an agreement with Lakeview Consulting LLC (“Lakeview”). The agreement is a one (1) year Service Agreement (the “Agreement”) pursuant to which Lakeview shall provide advice to undertake for and consult with the Company concerning management advisement, strategic planning and marketing in connection with its business, together with advisory and consulting related to shareholder management and public relations. Lakeview for its services was granted One Million (1,000,000) restricted shares of the Company’s common stock.











F-12


33


On May 1, 2009, the Company entered into an agreement with RMN Consulting LLC (“RMN”). The agreement is a one (1) year Service Agreement (the “Agreement”) pursuant to which RNM shall provide us with services including but not limited to prepare a report on us, produce a profile page and display the information on the various internet properties it owns, write updates about us when newsworthy events occur and disseminate the updates to the various databases and internet properties of RMN and handle part of our media relations, shareholder and investor communications.. RNM for its services was granted two hundred thousand (250,000) restricted shares of the Company’s common stock.





On June 24, 2009, we issued 650,000 restricted shares of common stock to Tri Vu Truong, our former president and CEO as consideration for services rendered to us.





On September 8, 2009, we issued 750,000 restricted shares of common stock to Tri Vu Truong, our former president and CEO as consideration for services rendered to us in the past.





On September 10, 2009, we issued 54,000,000 restricted shares of our common stock to acquire 55% of MBT.





NOTE 10-STOCK-BASED COMPENSATION EXPENSE





For the exclusivity of its services United Best was granted Three Million Five Hundred Thousand (3,500,000) restricted shares of the Company’s common stock, out of said Three Million Five Hundred Thousand (3,500,000) restricted shares, One Million (1,000,000) restricted shares will be put in escrow as provided in the executed Escrow Agreement.





A summary of option activity for the year ended December 31, 2009 is presented below:





Weighted-

Weighted-AverageAverage Exercise

RemainingOptions
Shares

Price

Contractual TermOutstanding at December 31, 2007
1,540,000

$
1.10

5.74Exercised, forfeited, or expired
75,000Outstanding at December 31, 2008
1,465,000

$
1.10

5.74Exercisable at December 31, 2008
1,465,000

$
1.10

5.74Granted
-


-

-Exercised, forfeited, or expired
-


-

-Outstanding at December 31, 2009
1,465,000

$
1.10

4.74Exercisable at December 31, 2009
1,465,000

$
1.10

4.74





NOTE 11 -INCOME TAXES





As of December 31, 2009 the company had net operating loss carry forwards of approximately $8,363,722 of which $5,711,364 were generated through foreign transactions and were already taken into account in the tax filing of the Foreign Subsidiary and are not available for US tax purpose. The remaining net operating losses are being carried forward for subsequent years. This results in no tax expense or provision for the year.





Components of deferred tax assets and liabilities at December 31, 2009 are as follows:











F-13


34





2009
2008Deferred tax asset
$
2,652,358
$
2,343,961Valuation allowance

(2,652,358)

(2,343,961)Net deferred tax asset
$
0
$
0





The Company has recorded a full valuation allowance against its deferred tax asset since it believes it is more likely than not that such deferred tax asset will not be realized.





NOTE 12 -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, 2009 was $71,399.





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 13 -RELATED PARTY TRANSACTIONS





In 2009, the Company received loans from POMA Management Inc., a stockholder, in the amount of $1,000. These loans carry an interest of 10% and are payable on demand.





In 2009, the Company received additional loans from DT Crystal Holdings Ltd in the amount of $117,454.





In 2009, the Company received loans from a stockholder in the amount of $57,000. These loans carry an interest of 1.63% and are payable on demand.





In 2009, the Company received loans from a stockholder in the amount of $447,096. These loans carry an interest of 5.00% and are payable on demand.





In 2009, the Company received loans from Hanscom K. Inc. in the amount of $67,034. These loans have no interest and are payable on demand.





In 2009, the Company received loans from SRD Inc. in the amount of $12,471. These loans have no interest and are payable on demand.





NOTE 14 - RECENTLY ADOPTED AND RECENTLY ISSUED ACCOUNTING GUIDANCE





Adopted





On September 30, 2009, the Company adopted changes issued by the FASB to the authoritative hierarchy of GAAP. These changes establish the FASB Accounting Standards Codification as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The FASB no longer issues new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB issues Accounting Standards Updates. Accounting Standards Updates are not authoritative in their own right as they only serve to update the Codification. These changes and the Codification itself do not change GAAP. Other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on the consolidated Financial Statements.


F-14


35


In May 2009, the Financial Accounting Standards Board (FASB) issued guidance related to subsequent events under ASC 855-10, Subsequent Events. This guidance sets forth the period after the balance sheet date during which management or a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. It requires disclosure of the date through which an entity has evaluated subsequent events and the basis for that date, whether that date represents the date the financial statements were issued or were available to be issued. This guidance is effective for interim and annual periods ending after June 15, 2009. We have included the required disclosures in our consolidated condensed financial statements.





In April 2009, the FASB issued authoritative guidance for “Interim Disclosures about Fair Value of Financial Instruments,” which requires disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. This guidance also requires those disclosures to be in summarized financial information at interim reporting periods. This guidance is effective for interim reporting periods ending after June 15, 2009. The Company adopted this guidance in the second quarter of 2009 and it did not have a material impact on the consolidated financial statements.





In April 2009, the FASB issued authoritative guidance for the “Recognition and Presentation of Other-Than-Temporary Impairments” in order to make existing guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. The Company adopted this guidance in the second quarter of 2009 and it did not have a material impact on the consolidated financial statements.





In April 2009, the FASB issued authoritative guidance for “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly.” This guidance provides additional direction for estimating fair value in accordance with established guidance for “Fair Value Measurements,” when the volume and level of activity for the asset or liability have significantly decreased. This guidance also includes direction on identifying circumstances that indicate a transaction is not orderly. This guidance is effective for interim and annual reporting periods ending after June 15, 2009. The Company adopted this guidance in the second quarter of 2009 and it did not have a material impact on the consolidated financial statements.





In June 2009, the FASB issued authoritative guidance which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. This guidance applies to both interim financial statements and annual financial statements and is effective for interim or annual financial periods ending after June 15, 2009. This guidance does not have a material impact on our consolidated financial statements.





Issued





In June 2009, the FASB issued authoritative guidance for “Accounting for Transfers of Financial Assets,” which eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures in order to enhance information reported to users of financial statements by providing greater transparency about transfers of financial assets, including securitization transactions, and an entity’s continuing involvement in and exposure to the risks related to transferred financial assets. This guidance is effective for fiscal years beginning after November 15, 2009. The Company will adopt this guidance in fiscal 2010 and does not expect that the adoption will have a material impact on the consolidated financial statements.





NOTE 15 – SUBSEQUENT EVENTS





Management evaluated all activity of the Company through April 21, 2010 (the issue date of the Consolidated Financial Statements) and noted there were no material subsequent events as of that date.


F-15


36


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 beginning of development stage to December 31, 2009, included in this report have been audited by Paritz & Company, PA, as set forth in this annual report.





ITEM 9A.       CONTROLS AND PROCEDURES.





Evaluation of Disclosure Controls and Procedures





We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation (the “Evaluation”), under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (“Disclosure Controls”) as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our CEO and CFO concluded that our Disclosure Controls were effective as of the end of the period covered by this report.





Limitations on the Effectiveness of Controls





Our management, including our CEO and CFO, does not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.





The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.





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.





Management’s Report on Internal Control over Financial Reporting





Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.


37


Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) 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 (iii) 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.





Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.





Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2009. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on our assessment, we believe that, as of December 31, 2009, the Company’s internal control over financial reporting was effective based on those criteria.





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 Securities and Exchange Commission that permit us to provide only management’s report in this annual report.





Changes in Internal Controls





We have also evaluated our internal controls for financial reporting, and there have been no changes in our internal controls or in other factors that could affect those controls subsequent to the date of their last evaluation.





ITEM 9B.       OTHER INFORMATION





None.





PART III





ITEM 10.        DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS 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
66
Chief Executive OfficerJeung Kwak
63
Chairman, DirectorRobert Egger, Jr.
38
Chief Operating OfficerTri Vu Truong
62
DirectorClaude Pellerin
40
DirectorMark Lawson
37
DirectorAlbert Beerli
67
DirectorMichel St-Pierre
47
Acting Chief Financial Officer





38


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.





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 Université de Montréal’s École 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 (Montréal, 1988-90), as well as various research & development projects in the area.


39


Claude Pellerin, Director.Mr. Pellerin was member of the Board of Directors between June 17, 2005 and his resignation on October 20, 2008. Mr. Pellerin is a corporate attorney and a partner in the law firm of Kaufman Laramee LLP. Between December 2003 and July 2007 Mr. Pellerin was partner in the law firm of Hovington Pellerin S.e.n.c. Since 2002, Mr. Pellerin has served as Director, President, Treasurer and Secretary of Capex Investments ( Canada ) Limited, an investments and financing corporation based in Montreal , Quebec . From 2001-2002, Mr. Pellerin served as a Secretary for Equilar Capital Corporation, an Ontario Corporation listed on the Toronto Stock exchange. Between 2002 and 2004, Mr. Pellerin served as Vice President for legal affairs for Manaris Corporation, a Nevada corporation listed on the OTCBB.  Since 2003, Mr. Pellerin has served as Secretary of Gourmet Flash Inc., a Quebec corporation, and from 2004-2005 served as a Director to Canadian Security Agency (2004) Inc. Mr. Pellerin served as the Company's President, Secretary and Treasurer from June 17, 2005 until August 19, 2005, at which time he resigned as an officer but remained a director of the Company until his resignation on October 20, 2008. Mr Pellerin has been reappointed to the board on March 6, 2009





Mark Lawson, Director.  Mr. Lawson has been working in corporate finance since 1995, upon completion of his Bachelor of Arts, Statistical Sciences, complemented by a Master's degree in Business Administration in 2005. Between 1996 and 2001 Mr. Lawson was employed as Mutual Fund Specialist by the Royal Bank of Canada Investments. In 2001 up until 2003, Mr. Lawson joined AIM Funds Management. Between 2003 and 2004 Mr Lawson was employed as Director of Newhaven Corporate Finance. In 2005 Mr Lawson joined the Global Investment Banking Coverage –– Healthcare department of Morgan Stanley.





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, 2009 all such filing requirements applicable to our officers and directors were complied with, except that reports were filed late by the following persons:





Name and principal

Transactions Not Timely Known Failures to Fileposition
Number of Late Reports
Reported
Required FormMark Lawson
1
July 14, 2008
Form 3Michael SigelJeung KwakRobert Egger Jr.Claude Pellerin
1
July 18, 2008
Form 5Tri Vu Truong
1
August 7, 2008
Form 3United Best Technology LTD.
1
August 7, 2008
Form 3





40





DT Crystal Holdings Ltd.
5
September 11, 2008
Form 4July 29, 2008
Form 4July 29, 2008
Form 4July 29, 2008
Form 4/AJuly 21, 2009
Form 4Michel St-Pierre
1

Form 3





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 30, 2010 we had seven directors. Our board determined that Mr. Lawson is independent. 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, Beerli and Pellerin are not independent.








41


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 three 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)
2009
60,000
0
0
17,820,000
0
0
0
17,880,000Chief Executive Officer
2008
0
0
0
0
0
0
0
0and President
2007
0
0
0
0
0
0
0
0John Kwak, (3)
2009
60,000
0
0
21,600,000
0
0
0
21,660,000Chairman and Director
2008
0
0
0
0
0
0
0
02007
0
0
0
0
0
0
0
0Robert Egger Jr. (4)
2009
30,000
0
0
2,700,000
0
0
0
2,730,000Chief Operating Officer
2008
0
0
0
0
0
0
0
02007
0
0
0
0
0
0
0
0Tri Vu Truong (5)
2009
8,000
0
0
1,400,000
0
0
0
1,408,000Chief Executive Officer
2008
190,689
0
0
0
0
0
0
190,689and President, resigned
2007
0
0
0
0
0
0
0
0Claude Pellerin, (6)
2009
0
0
0
0
0
0
0
0Director, President
2008
0
0
0
0
0
0
0
0and CEO
2007
0
0
0
124,834
0
0
0
124,834Michel St-Pierre (7)
2009
41,500
0
0
0
0
0
0
41,500CFO
2008
108,644
0
0
0
0
0
0
108,6442007
100,000
0
0
124,834
0
0
0
224,834Alexander Clement
2009
0
0
0
0
0
0
0
0Chief Executive Officer
2008
0
0
0
0
0
0
0
0and President, resigned
2007
0
0
0
156,042
0
0
0
156,042





(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.(7)
Mr. St-Pierre has been our chief financial officer since July 28, 2006.(8)
Mr. Gilmour served as our principal executive office from August 22, 2007 to February 14, 2008.





42


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.





Other Executive Officers





During 2009, 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, 2009. 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
0
0
0
0
0
0Mark Lawson
0
0
0
0
0
0
0John Kwak
0
0
0
0
0
0
0Robert Egger, Jr.
0
0
0
0
0
0
0Claude Pellerin
0
0
0
0
0
0
0Tri Vu Truong
0
0
0
0
0
0
0Albert Beerli
0
0
0
0
0
0
0Robert Clarke (resigned)
0
0
0
0
0
0
0Michael J. Oliver (resigned)
0
0
0
0
0
0
0Lim Ping Wai (resigned)
0
0
0
0
0
0
0





Our directors do not receive any compensation for serving as a member of the board of directors.





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.





43


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.





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 107,243,642 shares of our common stock outstanding as of March 31, 2010.





Amount and Nature of Beneficial Ownership


Name and Address of Beneficial Owner (1)
Shares
Options/ Warrants
Total
PercentMichael Siegel (2)
21,570,000
0
21,570,000
20.11%Jeung Kwak (3)
26,600,000
0
26,600,000
24,80%Robert Egger Jr. (4)
2,700,000
0
2,700,000
2.52%Tri Vu Truong (5)
4,900,000
0
4,900,000
4.57%Claude Pellerin, (6)
0
200,000
200,000
0%Albert Beerli (7)
1,500,000
100,000
1,600,000
1.50%Michel St-Pierre (8)
500,000
700,000
1,200,000
1.12%All executive officers and directors as a group(7 persons)
57,770,000
1,000,000
58,770,000
54.62%Bradley Snower (9)
5,400,000
0
5,400,000
5.04%United Best Technology Limited (5)
3,500,000
0
3,500,000
3.52%Cede & Co (10)
16,081,733
0
16,081,733
14.99%





(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)
Director(8)
Chief Financial Officer.


44





(9)
Owner of 5% or more of our common stock.(10)
Owner of 5% or more of our common stock.





Securities Authorized For Issuance under Equity Compensation Plans





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, 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, 2010, we had approximately eight directors and officers eligible to receive options under the Equity Incentive Plan. Options to buy 1,540,000 shares of common stock were outstanding under the Equity Incentive Plan and 120,000 shares remained available for grants under this plan.





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





Transactions with POMA Management Inc.





In 2009, we received loans from POMA Management Inc. in the amount of $1,000. These loans carry an interest of 10% and are payable on demand. As of March 31, 2010, total loans from POMA Management Inc. amounted to $451,000. On July 28, 2009, POMA Management Inc and Toniland S.A and DT Crystal Holdings Ltd signed an agreement were POMA Management Inc transferred its loans plus the accrued interests ($490) to Toniland S.A ($220 720) and DT Crystal Holdings Ltd ($269 770). On July 28, 2009, Toniland S.A has elected to convert loans of $220 720 into 2,207 206 common shares of the Company and DT Crystal Holdings Ltd has elected to convert loans of $269 770 into 2,697 697 common shares of the Company. The common shares were issued on February 14, 2010.The amount owed to Toniland S.A at December 31 is $220 720 (loan $202,950 and $17,770 in accrued interests). In 2009, the Company received additional loans from DT Crystal Holdings Ltd in the amount of $117,454. These loans carry an interest of 10% and are payable on demand. The amount owed to DT Crystal Holdings Ltd at December 31 is $269 770 (loan $365, 503 and $21,720 in accrued interests).





Transactions with Carnavon Trust REG





In 2008, the Company received loans from Carnavon Trust REG in the amount of $250,000. These loans carry an interest of 10% and are payable on demand. On July 28, 2009, Carnavon Trust REG and Larinton Investments S.A.signed an agreement were Carnavon Trust REG transferred its loans plus the accrued interests ($287 500) to Larinton Investments S.A. On July 28, 2009, Larinton Investments S.A. has elected to convert loans


45


of $287,500 into 2,875 000 common shares of the Company. The common shares were issued on February 14, 2010. The amount owed to Larinton Investments S.A.at December 31 is $287,500 (loan $250,000 and $37,500 in accrued interests).





In 2009, the Company received loans from a stockholder in the amount of $57,000. These loans carry an interest of 1.63% and are payable on demand.





In 2009, the Company received loans from a stockholder in the amount of $447,096. These loans have no interest and are payable on demand.





In 2009, the Company received loans from Hanscom K. Inc. in the amount of $67,034. These loans have no interest and are payable on demand.





In 2009, the Company received loans from SRD Inc. in the amount of $12,471. These loans have no interest and are payable on demand.





Law Firm of Pellerin Attorneys





In the fiscal year ended December 31, 2009, the law firm of Pellerin Attorneys (Montreal) received CAD$11,697 (approximately US $10,243) from our company for legal services rendered by Mr. Claude Pellerin S.N., one of our directors and corporate secretary.





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:





2009                                           $                      14,150


2008                                           $                      15,105





(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:





2009                                           $                      0


2008                                           $                      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:





2009                                           $                      0


2008                                           $                      0








46


(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:





2009                                           $                      0


2008                                           $                      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.








PART IV. OTHER INFORMATION





ITEM 15.        EXHIBITS AND CONSOLIDATED 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
8-K/A
11/1/05
10.4Investments Limited10.5
Common Stock Purchase Agreement with Capex Investments  Limited
8-K
11/15/05
10.5


47





10.6
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
10.2210.23
Agreement of Withdrawal from Stadium SA.
SB-2
1/13/06
10.23


48





10.24
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
10.45


49





10.46
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
10.510.53
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
10.12
`10.60
“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
10.17


50





10.65
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
10.2614.1
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 Officerpursuant 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
99.4








51





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 11th day of May, 2010.





ECOLOCAP SOLUTIONS INC.BY:
MICHAEL SIEGELMichael SiegelPrincipal Executive Officer and a member of theBoard of DirectorsBY:
MICHEL ST-PIERREMichel St-PierrePrincipal Financial Officer and Principal AccountingOfficer





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, Chief
May 11, 2010Michael Siegel
Financial Officer, and a member of the Board of DirectorsMARK LAWSON
Director
May 11, 2010Mark LawsonJOHN KWAK
Director
May 11, 2010John KwakROBERT EGGER JR.
Director
May 11, 2010Robert Egger Jr.CLAUDE PELLERIN
Director
May 11, 2010Claude PellerinTRI VU TRUONG
Director
May 11, 2010Tri Vu TruongALBERT BEERLI
Director
May 11, 2010Albert Beerli

















52





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
8-K/A
11/1/05
10.4Investments Limited10.5
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
10.14


53





10.15
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
10.2210.23
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
10.34


54





10.35
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
10.510.53
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
10.7


55





10.55
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
10.12
`10.60
“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
10.26


56





14.1
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.



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
99.4


























57