UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X]
QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2015
   
 
OR
   
[   ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

Commission file number 000-51213

ECOLOCAP SOLUTIONS INC.
(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of incorporation or organization)

20-0909393
(I.R.S. Employer Identification Number)

1250 S. Grove Avenue, Suite 308
Barrington, IL   60010
(Address of principal executive offices, including Zip Code)

866-479-7041
(Registrant's telephone number, including area code)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 last 90 days.     YES [   ]     NO [X]

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

Indicate by check mark 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," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer
[   ]
Accelerated Filer
[   ]
Non-accelerated Filer (Do not check if smaller reporting company)
[   ]
Smaller Reporting Company
[X]

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:
The Issuer had 3,249,327,026 shares of Common Stock, par value $0.00001, outstanding as of December 31, 2015.
 

 
 

 

TABLE OF CONTENTS

 
Page
   
 
3
     
Financial Statements.
3
     
   
3
   
4
   
5
   
6
     
Management's Discussion and Analysis of Financial Condition and Results of Operations.
12
     
Quantitative and Qualitative Disclosures About Market Risk.
14
     
Controls and Procedures.
14
     
 
15
     
Risk Factors.
15
     
Exhibits.
15
     
18
   
19











PART I: FINANCIAL INFORMATION

ITEM 1.
FINANCIAL STATEMENTS.

ECOLOCAP SOLUTIONS INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)


 
 
September 30,
   
December 31,
 
 
 
2015
   
2014
 
 
           
ASSETS 
           
             
CURRENT ASSETS: 
           
Cash 
 
$
-
   
$
-
 
Note Receivable
   
-
     
-
 
Prepaid expenses and sundry current  assets
   
-
     
-
 
                 
TOTAL CURRENT ASSETS  AND ASSETS
 
$
-
   
$
-
 
                 
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
               
                 
CURRENT LIABILITIES: 
               
Customer deposits
 
$
175,000
   
$
175,000
 
Note Payable
   
1,007,547
     
973,206
 
Note payable-stockholders  
   
1,580,669
     
1,370,760
 
Derivative liabilities
   
931,264
     
1,483,205
 
Accrued expenses and sundry current liabilities related party
   
119,032
     
86,117
 
Accrued expenses and sundry current liabilities
   
1,448,538
     
1,221,995
 
 
               
TOTAL CURRENT LIABILITIES AND TOTAL LIABILITIES
 
$
5,262,050
   
$
5,310,283
 
                 
                 
STOCKHOLDERS' DEFICIT
               
Common stock 
10,000,000,000 shares authorized, par value $0.00001, 3,249,327,026 and 3,934,026 Shares, respectively issued and outstanding
 
$
32,493
   
$
39
 
Additional paid in capital 
   
55,897,105
     
36,404,899
 
Accumulated Deficit 
   
(64,322,654
)
   
(45,130,843
)
                 
TOTAL STOCKHOLDERS' DEFICIT -Ecolocap Solutions Inc.
 
$
(8,393,056
)
 
$
(8,725,905
)
                 
Less Non-controlling interest
   
3,131,006
     
3,415,622
 
                 
TOTAL STOCKHOLDERS' DEFICIT
   
(5,262,050
)
   
(5,310,283
)
                 
                 
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT 
 
$
-
   
$
-
 

See Notes to Unaudited Financial Statements

ECOLOCAP SOLUTIONS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)


   
Nine Months
   
Nine Months
   
Three Months
   
Three Months
 
   
ended
   
ended
   
ended
   
ended
 
   
September 30,
   
September 30,
   
September 30,
   
September 30,
 
   
2015
   
2014
   
2015
   
2014
 
                         
COSTS AND EXPENSES: 
                       
 
                       
Selling, general and administrative 
   
(642,101
)
   
(515,586
)
   
(218,005
)
   
(165,979
)
                                 
                                 
TOTAL COSTS AND EXPENSES 
   
(642,101
)
   
(515,586
)
   
(218,005
)
   
(165,979
)
                                 
                                 
OTHER INCOME (EXPENSES)
                               
Interest income
   
-
     
93,791
     
-
     
20,458
 
Loss on settlement- note payable related party stockholders (expense)
   
(19,145,500
)
   
-
     
(19,145,500
)
       
Gain (loss) on derivatives at market
   
549,984
     
205,363
     
451,887
     
43,796
 
Interest expense-related party
   
(83,645
)
   
(72,177
)
   
(28,197
)
   
(23,600
)
Interest
   
(155,165
)
   
(569,116
)
   
(48,275
)
   
(110,357
)
                                 
                                 
TOTAL OTHER INCOME (EXPENSES)
   
(18,834,326
)
   
(342,139
)
   
(18,770,085
)
   
(69,703
)
                                 
                                 
                                 
Loss from continuing operations
 
$
(19,476,427
)
 
$
(857,725
)
 
$
(18,988,090
)
 
$
(235,682
)
                                 
                                 
Attributable to :
                               
Ecolocap Solutions Inc
 
$
(19,191,811
)
 
$
(659,914
)
 
$
(18,889,270
)
 
$
(176,544
)
Non-controlling interest
 
$
(284,616
)
 
$
(197,811
)
 
$
(98,820
)
 
$
(59,138
)
                                 
Loss Per Common Share-Continuing operations-basic and diluted  
 
$
(0.02
)
 
$
(0.24
)
 
$
(0.01
)
 
$
(0.06
)
                                 
Loss Per Common Share-basic and diluted 
 
$
(0.02
)
 
$
(0.24
)
 
$
(0.01
)
 
$
(0.06
)
                                 
Average weighted Number of Shares-basic and diluted  
   
1,045,845,550
     
3,513,397
     
3,129,216,887
     
3,934,026
 





See Notes to Unaudited Financial Statements

ECOLOCAP SOLUTIONS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)


 
 
For the Nine
Months ended
September 30
   
For the Nine
Months ended
September 30
 
 
 
2015
   
2014
 
             
Net loss 
 
$
(19,476,427
)
 
$
(857,725
)
 
               
Adjustment to reconcile net loss to net cash used in operating activities
               
Imputed interests of shareholders loans 
   
50,730
     
40,795
 
Loss on settlement-note payable related party stockholders expense
   
19,145,500
     
-
 
Gain on derivatives liabilities at market
   
(549,984
)
   
(205,363
)
Interest expense on derivatives
   
36,314
     
469,140
 
Interests accrued in note receivable 
   
-
     
(93,790
)
                 
Changes in operating assets and liabilities: 
               
Prepaid expenses and sundry current assets 
   
-
     
19,944
 
Accrued expenses and sundry current liabilities 
   
579,457
     
298,451
 
 
               
Net cash provided by (used in) operating activities 
   
(214,410
)
   
(328,548
)
 
               
 
               
Financing activities 
               
Proceeds of convertible notes payable
   
-
     
49,501
 
Proceeds of loans from shareholder 
   
214,410
     
277,810
 
                 
Net cash provided by (used in) financing activities 
   
214,410
     
327,311
 
                 
Decrease in cash 
   
-
     
(1,237
)
 
               
Cash-beginning of period 
   
-
     
1,237
 
                 
Cash-end of period 
 
$
-
   
$
-
 
                 
Supplemental Disclosure of Cash Flow information
               
Non cash items :
               
Conversion of current liabilities, convertible notes payable, notes payable stockholders to common stock
 
$
326,473
   
$
268,402
 
Reclassification of derivative to APIC
 
$
(1,957
)
 
$
-
 
Non cash additions of loans from shareholders
 
$
269,999
   
$
-
 





See Notes to Unaudited Financial Statements

ECOLOCAP SOLUTIONS INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company was an active business from 2005 through 2006 and was involved in the artificial sport surface. From 2007 through September 2010, the Company was looking for new business and commenced the Carbon Credits (CER'S) business. In the 2009, the Company acquired a participation in Micro Bubble Technologies Inc. and became an integrated and complementary network of environmentally focused technology company. The Company currently has operations but limited revenues.

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

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%. 

ECOS/BIO-ART

ECOS/Bio-ART is a patented air injected high-speed aerobic biological fermentation technology, utilizing uniquely cultured Bacillus, and incorporated into a specifically designed in-vessel unit. The remediation process takes seven days and reduces moisture content to an average between 12%-25% on an output equal to 1/3 the input. The output can be used as organic fertilizer, animal feed, animal bedding or biomass. The computer controlled process monitors the temperature on 3 different levels. The technology reduces the costs associated with food waste disposal and in the process reduces the environmental impact or methane greenhouse gas production, provide a healthier life for all and create viable organic byproducts.

NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited interim financial statements of EcoloCap Solutions Inc ., have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"), and rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's annual report on Form 10-K for the year ended December 31, 2014 as filed with the SEC. In the opinion of management, all adjustments, consisting of recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements as reported in the annual report on Form 10-K have been omitted.

Going Concern

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern. The Company has had recurring losses, large accumulated deficits, is dependent on the shareholder to provide additional funding for operating expenses and has no recurring revenues. These items raise substantial doubts about the Company's ability to continue as a going concern.

NOTE 3 ACCRUED EXPENSES AND SUNDRY CURRENT LIABILITIES

Accrued expenses consisted of the following at:

   
September 30
   
December 31
 
   
2015
   
2014
 
Accrued interest
 
$
249,013
   
$
111,436
 
Accrued interest-related party
   
119,032
     
86,117
 
Accrued compensation
   
471,730
     
425,517
 
Accounts payable
   
240,000
     
240,000
 
Accrued operating expenses
   
487,795
     
445,042
 
   
$
1,567,570
   
$
1,308,112
 

NOTE 4 – CONVERTIBLE NOTES PAYABLE

During the nine month period ended September 30, 2015, the Company did not receive any proceeds of loans and for the year ended December 31, 2014, the Company received the proceeds of various loans which are convertible at amounts ranging from 50% to 60% of the market price of the common shares of the Company at the time of conversion and bear interest at rates ranging from 8% to 22% per annum.  The amounts received during the year ended December 31, 2014 are $86,500 in cash, $140,000 in non-cash borrowings related to the default on Tonaquint loans in 2014.

The convertible feature of these loans, due to their potential settlement in an indeterminable number of shares of the Company's common stock has been identified as a derivative.  The derivative component is fair value at the date of issuance of the obligation and this amount is allocated between the derivative and the underlying obligation.  The difference is recorded as a debt discount and amortized over the life of the debt. The Redwood Management, LLC and Tonaquint notes are in default as of September 30, 2015.

During the nine month period ended September 30, 2015 and the year ended December 31, 2014 other convertible debts were converted into common shares of the Company.  During the nine month period ended September 30, 2015 and the year ended December 31, 2014, total loan conversions of $1,973 were made into 393,000 shares respectively and total loan conversions of $186,312 plus accrued interests of $28,547 were made into 1,841,012 shares respectively.

A summary of the amounts outstanding as of September 30, 2015 and December 31, 2014 are as follows:





   
Face amount
   
Less
   
Balance
September 30,
   
Balance
December 31,
 
   
of loans
   
Debt discount
   
2015
   
2014
 
                         
Tonaquint
 
$
552,693
   
$
138
   
$
552,555
   
$
521,640
 
Redwood Management, LLC
   
372,992
     
-
     
372,992
     
372,992
 
LG Capital
   
19,500
     
-
     
19,500
     
19,500
 
Proteus Capital
   
32,500
     
-
     
32,500
     
-
 
Asher Enterprises Inc
   
-
     
-
     
-
     
32,500
 
GSM Capital Group LLC
   
30,000
     
-
     
30,000
     
26,574
 
   
$
1,007,685
   
$
138
   
$
1,007,547
   
$
973,206
 

NOTE 5 – NOTE PAYABLE – STOCKHOLDERS

The stockholders increase of $269,999, are additions for accrued salaries. These were not actual cash proceeds. The amount owed to stockholders at September 30, 2015 is $1,306,679. These loans are non interest bearing but interest is being imputed at 5.00% per annum and are payable on demand. An amount of $50,730 has been imputed in 2015 and $56,589 was imputed in 2014. During the nine month period ended September 30, 2015 and the year ended December 31, 2014, total loan conversions of $274,500 were made into 2,745,000,000 shares and $0, respectively.

During the nine month period ended 2015, the Company received $214,410 in loans from Hanscom Inc. The amount owed to Hanscom K. Inc. at September 30, 2015 is $245,490. These loans are non-interest bearing and are payable on demand.

The amount owed to RCO Group Inc. at September 30, 2015 is $28,500. These loans bear at 8.00% per annum and are payable on demand. These loans bear at 8.00% per annum and are payable on demand.    
 
During the nine month period ended September 30, 2015 and the year ended December 31, 2014, the Company received the proceeds of various loans which are convertible at amounts of 50% of the market price of the common shares of the Company at the time of conversion and bear interest at 8% per annum. The amounts received during period ended September 30, 2015 and the year ended December 31, 2014 are $0 and $23,528, respectively.

The convertible feature of these loans, due to their potential settlement in an indeterminable number of shares of the Company's common stock has been identified as a derivative.  The derivative component is fair valued at the date of issuance of the obligation and this amount is allocated between the derivative and the underlying obligation.  The difference is recorded as a debt discount and amortized over the life of the debt.

During the nine month period ended September 30, 2015 and the year ended December 31, 2014 other convertible debts were converted into common shares of the Company.  During the period ended September 30, 2015 and the year ended December 31, 2014, total loan conversions of $0 plus accrued interests of $0 and $48,616 plus accrued interests of $4,927 were made into 0 and 655,621 shares respectively.

A summary of the amounts outstanding as of September 30, 2015 and December 31, 2014 are as follows:

   
Face amount
   
Less
   
Balance
September 30,
   
Balance
December 31,
 
   
of loans
   
Debt discount
   
2015
   
2014
 
                         
Stockholders
 
$
1,306,679
   
$
-
   
$
1,306,679
   
$
1,311,180
 
Hanscom K. Inc.
   
245,490
     
-
     
245,490
     
31,080
 
RCO Group Inc.
   
28,500
     
-
     
28,500
     
28,500
 
   
$
1,580,669
   
$
-
   
$
1,580,669
   
$
1,370,760
 

NOTE 6 – DERIVATIVE LIABILITIES

During the nine month period ended September 30, 2015, the Company recorded various derivative liabilities associated with the convertible debts discussed in Notes 7 and 8. The Company computes the value of the derivative liability at the issuance of the related obligation using the Black Scholes Method using a risk free rate of 0.14%, volatility rates ranging between 881% and 1319% and a forfeiture rate of 0.00%.  The derivative liability at September 30, 2015 and December 31, 2014 are as follows:

   
2015
   
2014
 
             
Asher Enterprises Inc
 
$
-
   
$
72,222
 
Tonaquint
   
403,184
     
924,437
 
Proteus Capital Group LLC
   
39,722
     
-
 
LG Capital
   
48,733
     
46,887
 
GSM Fund
   
66,631
     
66,665
 
Redwood Management, LLC
   
372,994
     
372,994
 
Total
 
$
931,264
   
$
1,483,205
 

Financial assets and liabilities recorded at fair value in our balance sheets are categorized based upon a fair value hierarchy established by GAAP, which prioritizes the inputs used to measure fair value into the following levels:

Fair Value of Financial Instruments

Level 1— Quoted market prices in active markets for identical assets or liabilities at the measurement date.

Level 2— Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable and can be corroborated by observable market data.

Level 3— Inputs reflecting management's best estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments.

A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Financial assets and liabilities measured at fair value on a recurring basis are summarized below for the period ended September 30, 2015.

   
Level 1
   
Level 2
   
Level 3
   
Total
 
 
                       
Derivative Financial Instruments 
 
$
-
   
$
-
   
$
931,264
   
$
931,264
 

Financial assets and liabilities measured at fair value on a recurring basis are summarized below for the year ended December 31, 2014.

   
Level 1
   
Level 2
   
Level 3
   
Total
 
 
                       
Derivative Financial Instruments 
 
$
-
   
$
-
   
$
1,483,205
   
$
1,483,205
 



The following table summarizes the derivatives liability from January 1 st through September 30, 2015.

   
Derivative liabilities
 
       
Balance December 31, 2014
 
$
1,483,205
 
Addition of new derivative
   
-
 
Day one loss due to derivative
   
-
 
Loss (Gain) on change in fair value of the derivative
   
(549,984
)
Settled upon conversion of debt
   
(1,957
)
Balance September 30, 2015
 
$
931,264
 

NOTE 7 – CAPITAL STOCK

The Company is authorized to issue 10,000,000,000 shares of common stock (par value $0.00001) of which 3,249,327,026 were issued and outstanding as of September 30, 2015 and 3,934,026 shares of common stock issued and outstanding as of December 31, 2014.

FINRA advised us that 1 for 2,000 reverse-stock split would be announced on February 17, 2015 on FINRA's daily list and the reverse split would take effect at the opening of business on February 18, 2015.  The new symbol will be ECOSD.  The D will be removed in 20 business days.

Accordingly, the market price of our common stock now reflects the 1 for 2,000 share reverse-stock split. The reverse-stock split has been retroactively applied to all shares amount in this filing.

During 2015, the following convertible debt owners converted loans plus accrued interests into common shares of the Company.

   
Loans
   
Interest
   
Common shares
 
   
converted
   
converted
   
Of the Company
 
                   
Tonaquint (note 4)
 
$
1,973
   
$
-
   
$
393,000
 
Stockholders (note 5)
   
324,500
     
-
     
3,245,000,000
 
Total
 
$
326,473
   
$
-
   
$
3,245,393,000
 

During 2014, the following convertible debt owners converted loans plus accrued interests into common shares of the Company.

   
Loans
   
Interests
   
Common shares
 
   
converted
   
converted
   
Of the Company
 
                   
Asher Enterprises Inc (note 4)
 
$
34,900
   
$
2,200
   
$
371,000
 
Tonaquint (note 4)
   
102,396
     
15,302
     
853,563
 
AES Capital Corp. (note 4)
   
24,016
     
5,949
     
299,646
 
AGS Capital Group LLC (note 5)
   
42,323
     
3,827
     
573,528
 
JMJ Financial (note 4)
   
25,000
     
5,096
     
316,803
 
Panache Capital LLC (note 5)
   
6,293
     
1,100
     
82,093
 
Total
 
$
234,928
   
$
33,474
   
$
2,496,633
 




NOTE 8 RELATED PARTY TRANSACTIONS

The stockholders increase of $269,999, are additions for accrued salaries. These were not actual cash proceeds. These loans carry an interest of 5.00% and are payable on demand.

For the periods ended September 30, 2015 and 2014, interest paid to related party totaled $21,886 and $17,263.     During the nine month period ended September 30, 2015, the Company settled loans of $324,500 with stockholders by conversions into 3,245,000,000 shares. The amount of loss incurred as settlement expense is $19,145,500.


NOTE 9 – SUBSEQUENT EVENTS

On December 19, 2016, we entered into a Supply Agreement (the "Supply Agreement") with Lakeshore Recycling Systems LLC wherein we agreed to manufacture and supply equipment and products to LLC for resale or lease to Lakeshore and LLC's customers.

In March 2017, the Company signed a common stock purchase agreement where a purchaser will purchase restricted stock of the Company for an aggregate purchase price of $50,000.











ITEM 2.
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 Quarterly Report on Form 10-Q for the period ended September 30, 2015 (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" 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 harbor 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 disclaim any obligation to update any such factors or to announce publicly the results of any revisions of the forward-looking statements contained or incorporated by reference herein to reflect future events or developments.

Business Plan

Our business approach combines science, innovation and market-ready solutions to achieve environmentally and economically beneficial energy and energy management practices.

The company's first objective is to provide its full turn-key solution at lower cost. The EcoloCap technology reduces the costs associated with food waste disposal and in the process reduces the environmental impact or methane greenhouse gas production, provide a healthier life for all and create viable organic byproducts.

The first target market is the Municipal solid waste industry (MSW). Grow the number of customer; expand ECOS BIO ART brand presence.

Discussions are also underway with a number of prospective customers and Ecolocap is confident it will enter into a number of sales agreements as soon as it can demonstrate its product with all the proprietary features. Ecolocap is confident it will provide such demos in the next months.

Results of Operations

For the Three and the Nine Month Periods ended September 30, 2015 and 2014

Overview

We incurred net losses of $18,988,090 and $19,476,427 for the three and nine month periods ended September 30, 2015 as compared to net losses of $235,682 and $857,725 for the comparable periods of 2014. There has been an increase of $126,515 in selling, general and administrative expenses, an increase in the gain on derivatives of $344,621, an increase of $19,145,500 in compensation expense and a decrease in interest expense of $402,483 mainly attributable to the interest expense resulting from derivative liabilities for the nine months ended September 30, 2015 compared to the comparable periods in 2014. For the three months period ended September 30, 2015 and 2014, there has been an increase of $52,026 in selling, general and administrative expenses, an increase in the gain on derivatives of $408,091 and a decrease in interest expense of $57,485 mainly attributable to the interest expense resulting from derivative liabilities.

Sales

For the three and nine month periods ended September 30, 2015 and 2014 we had no sales.

Total Cost and Expenses

For the three and nine month periods ended September 30, 2015, we incurred Total Costs and Expenses of $218,005 and $642,101, an increase of 31% for the three month period and an increase of 25% for the nine month from the comparable periods of 2014.

Selling, General and Administrative

For the three and nine month periods ended September 30, 2015, we incurred selling, general and administrative expenses of $218,005 and $642,101 an increase of 31% from the three month period from the same period of 2014 and an increase of 25% for the nine month period from the same period of 2014. The increase resulted from the professional fees.

Interest

We calculate interest in accordance with the respective note payable. For the three and nine month periods ended September 30, 2015, we incurred a charge of $76,472 and $238,810, respectively, including related party interest. This compared to $133,957 and $641,293, respectively, for the same periods of the previous year. The decrease is caused by interest expense on increased borrowings and interest expense recorded upon issuance of convertible debt in which the debt discount related to the conversion feature recorded as a derivative exceed the face value of the note.

Liquidity and Capital Resources

At September 30, 2015 and at December 31, 2014, we had no cash. Total cash requirements for operations for the nine month period ended September 30, 2015 was $214,410. As a result of certain measures implemented to reduce corporate overhead, management estimates that cash requirements through the end of the fiscal year ended December 31, 2015 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 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 its existence. If our losses continue and we are unable to secure additional financing, we may ultimately be required to seek protection from creditors under applicable bankruptcy laws.

We had total current assets and assets of $0 as of September 30, 2015. This was no change, as compared to current assets of $0 as of December 31, 2014.

We had total current liabilities of $5,262,050 as of September 30, 2015. This was a decrease of $48,233 or 1%, as compared to current liabilities of $5,310,283 as of December 31, 2014. The net decrease was attributable to a decrease in derivative liabilities.

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.

Contractual Obligations

The Company was party to a lease for the Company's Barrington office, at a minimum annual rent of approximately $24,000 per year. The Barrington lease expired in May 2013 and the Company remains in these premises on a month to month basis.

Off-Balance Sheet Arrangements

The Company is not a party to any off-balance sheet arrangements.

ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4.
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

The Company's Principal Executive Officer and Principal Financial Officer have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (the "Exchange Act"). Based on that evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are not effective in ensuring that information required to be disclosed in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the periods specified in the Commission's rules and forms, and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The conclusion that our disclosure controls and procedures were not effective was due to the presence of the following material weaknesses in internal control over financial reporting which are indicative of many small companies with small staff: the lack of a functioning audit committee and segregation of duties, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.

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

Changes in Internal Control over Financial Reporting

We have not made a change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended September 30, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

ITEM 1A.
RISK FACTORS.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 6.
EXHIBITS.

Exhibit
 
Incorporated by reference
Filed
Number
Document Description
Form
Date
Number
herewith
           
3.1
Articles of Incorporation, as amended.
SB-2
5/28/04
3.1
 
3.2
Bylaws.
SB-2
5/28/04
3.2
 
3.3
Certificate of Amendment to Articles of Incorporation.
10-QSB
12/30/05
3.3
 
3.4
Bylaws, as amended on March 17, 2006.
10-KSB
4/13/06
3.4
 
10.1
Letter of Intent with XL Generation AG.
8-K
7/6/05
99.1
 
10.2
Share Exchange Agreement with XL Generation AG.
8-K
8/19/05
99.1
 
10.3
Loan Agreement with Capex Investments.
8-K
9/14/05
99.1
 
10.4
Form of Indemnification Agreement with Capex Investments Limited.
8-K/A
11/1/05
10.4
 
10.5
Common Stock Purchase Agreement with Capex Investments Limited.
8-K
11/15/05
10.5
 
10.6
Common Stock Purchase Agreement with Aton Selct Fund Limited.
8-K
11/15/05
10.6
 
10.7
Common Stock Purchase Agreement with Asset Protection Fund Limited.
8-K
11/15/05
10.7
 
10.8
Series A Warrant to Purchase Shares of Common Stock to Capex Investments Limited.
8-K
11/15/05
10.8
 
10.9
Series A Warrant to Purchase Shares of Common Stock to Aton Select Fund Limited.
8-K
11/15/05
10.9
 
10.10
Series A Warrant to Purchase Shares of Common Stock to Asset Protection Fund Limited.
8-K
11/15/05
10.10
 
10.11
Registration Rights Agreement with Capex Investments Limited.
8-K
11/15/05
10.11
 
10.12
Registration Rights Agreement with Aton Select Fund Limited.
8-K
11/15/05
10.12
 
10.13
Registration Rights Agreement with Asset Protection Fund Limited.
8-K
11/15/05
10.13
 
10.14
Amendment to the Common Stock Purchase Agreement with Aton Select Fund Limited.
8-K
12/08/05
10.14
 
10.15
Amendment to the Common Stock Purchase Agreement with Asset Protection Fund Limited.
8-K
12/08/05
10.15
 
10.16
Lease Agreement with 866 U.N. Plaza Associates LLC.
10-QSB
12/30/05
10.16
 
10.17
Exclusive Manufacturing License Agreement and Non-Exclusive Distribution Agreement with APW Inc.
10-QSB
12/30/05
10.17
 
10.18
Common Stock Purchase Agreement with Professional Trading Services SA.
SB-2
1/13/06
10.18
 
10.19
Series B Warrant to Purchase Shares of Common Stock to Professional Trading Services SA.
SB-2
1/13/06
10.19
 
10.20
Registration Rights Agreement with Professional Trading Services SA.
SB-2
1/13/06
10.20
 
10.21
Amended and Restated Common Stock Purchase Agreement with Bank Sal. Oppenheim Jr. & Cie. (Switzerland) Limited.
SB-2
1/13/06
10.21
 

10.22
Series B Warrant to Purchase Shares of Common Stock to Bank Sal. Oppenheim Jr. & Cie. (Switzerland) Limited.
SB-2
1/13/06
10.22
 
10.23
Agreement of Withdrawal from Stadium SA.
SB-2
1/13/06
10.23
 
10.24
License Agreement with WKF/5 Ltd.
SB-2
1/13/06
10.24
 
10.25
Amendment to License Agreement with WKF/5 Ltd and Alain Lemieux.
SB-2
1/13/06
10.25
 
10.26
Form of Subscription Agreement.
SB-2
5/28/04
99.1
 
10.27
Employment Agreement with Alain Lemieux.
10-KSB
4/13/06
10.27
 
10.28
Employment Agreement with Daniel Courteau.
10-KSB
4/13/06
10.28
 
10.29
Employment Agreement with Flemming Munck.
10-KSB
4/13/06
10.29
 
10.30
Employment Agreement with Eric Giguere.
10-KSB
4/13/06
10.30
 
10.31
Endorsement Agreement with La Societe 421 Productions.
10-KSB
4/13/06
10.31
 
10.32
Summary of terms and conditions of Oral Consulting Agreement with Greendale Consulting Limited.
10-KSB
4/13/06
10.32
 
10.33
Exclusive Manufacturing License Agreement with Polyprod Inc.
10-KSB
4/13/06
10.33
 
10.34
Management Fee Arrangement with Polyprod Inc.
10-KSB
4/13/06
10.34
 
10.35
Supply Contract with Febra- Kunststoffe GimbH and BASF Aktiengesellschaft.
10-KSB
4/13/06
10.35
 
10.36
Loan Agreement with Fiducie Alain Lemieux.
10-KSB
4/13/06
10.36
 
10.37
Confirmation of Debt.
10-KSB
4/13/06
10.37
 
10.38
Agreement with Daniel Courteau regarding Repayment of loans to Symbior Technologies Inc.
10-KSB
4/13/06
10.38
 
10.39
2006 Equity Incentive Plan.
10-KSB
4/13/06
10.39
 
10.40
Loan Agreement with Albert Beerli.
10-KSB
4/13/06
10.40
 
10.41
Summary of terms and conditions of Loan Agreement with Albert Beerli.
10-KSB
4/13/06
10.41
 
10.42
Lease Agreement with Albert Beerli.
10-KSB
4/13/06
10.42
 
10.43
Memorandum regarding XL Generation Canada Inc.
10-KSB
4/13/06
10.43
 
10.44
Stock Purchase Agreement with XL Generation AG and Stadium SA.
10-KSB
4/13/06
10.44
 
10.45
Common Stock Purchase Agreement with Poma Management SA.
10-QSB
9/13/06
10.45
 
10.46
Common Stock Purchase Agreement with Aton Select Fund Limited.
10-QSB
9/13/06
10.46
 
10.47
Consulting Agreement by and between Ecolocap Solutions Inc. and Lakeview Consulting LLC.
8-K
11/11/08
10.47
 
10.48
"ERPA" with Hong Kong Construction Investment Joint Stock Company.
8-K
12/23/08
10.1
 
10.49
"ERPA" with Thuong Hai Joint Stock Company.
8-K
12/23/08
10.2
 
10.50
"ERPA" with Vietnam Power Development Joint Stock Company.
8-K
12/23/08
10.3
 
10.51
"ERPA" with Hop Xuan Investment Joint Stock Company, Vietnam.
8-K
12/23/08
10.4
 
10.52
"ERPA" with ThangLong Education Development and Construction Import Export Investment Joint Stock Company.
8-K
12/23/08
10.5
 
10.53
Revised Consulting Agreement with Sodexen Inc.
8-K
12/23/08
10.6
 
10.54
Agreement with United Best Technology Limited.
8-K
12/23/08
10.7
 
10.55
Escrow Agreement with United Best Technology Limited.
8-K
12/23/08
10.8
 
10.56
"ERPA" with Tan Hiep Phuc Electricity Construction Joint-Stock Company Vietnam.
8-K
12/23/08
10.9
 
10.57
"ERPA" with Tuan Anh Hydraulic Development and Construction Investment Corporation, Vietnam.
8-K
12/23/08
10.10
 
10.58
"ERPA" with Lao Cai Energy & Resources Investment Joint Stock Company, Vietnam.
8-K
12/23/08
10.11
 


10.59
"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
10.13
 
10.61
"ERPA" with Hebi Coal Industry (Group) Co. Ltd.
8-K
12/23/08
10.14
 
10.62
"ERPA" with Hebei Jinlong Cement Group Co., Ltd.
8-K
12/23/08
10.15
 
10.63
"ERPA" with Bao Tan Hydro Electric Joint-Stock Company.
8-K
12/23/08
10.16
 
10.64
"ERPA" with Construction and Infrastruction Development Joint-Stock Company Number Nine.
8-K
12/23/08
10.17
 
10.65
Greenhouse Gas Offset Management Services Representation Agreement.
8-K
12/23/08
10.18
 
10.66
"ERPA" with Xinjiang Xiangjianfeng Energy and Technology Development Co. Ltd.
8-K
12/23/08
10.19
 
10.67
Technical Service Agreement with Xinjiang Xiangjinfeng Energy and Technology Development Co., Ltd.
8-K
12/23/08
10.20
 
10.68
Technical Service Agreement with Hebei Fengda Metallized Pellet Co., Ltd.
8-K
12/23/08
10.21
 
10.69
"ERPA" with Hebei Fengda Metallized Pellet Co., Ltd.
8-K
12/23/08
10.22
 
10.70
"ERPA" with Shandong Chengzeyuan Environment Protection Engineering Co. Ltd.
8-K
12/23/08
10.23
 
10.71
Technical Services Agreement with Shandong Chengzeyuan Environment Protection Engineering Co., Ltd.
8-K
12/23/08
10.24
 
10.72
Technical Services Agreement with Leshan Kingssun Group Co. Ltd.
8-K
12/23/08
10.25
 
10.73
"ERPA" with Leshan Kingssun Group Co., Ltd.
8-K
12/23/08
10.26
 
10.74
Supply Agreement dated July 25, 2012.
8-K
7/30/12
10.1
 
10.75
Sale and Purchase Agreement dated July 27, 2012.
8-K
7/30/12
10.2
 
14.1
Code of Ethics.
10-KSB
3/31/08
14.1
 
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
X
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
X
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer.
     
X
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Financial Officer.
     
X
99.1
Audit Committee Charter.
10-KSB
3/31/08
99.1
 
99.2
Executive Committee Charter.
10-KSB
3/31/08
99.2
 
99.3
Nominating and Corporate Governance Committee Charter.
10-KSB
3/31/08
99.3
 
99.4
Stock Option Plan.
10-KSB
3/31/08
99.4
 
101.INS
XBRL Instance Document.
     
X
101.SCH
XBRL Taxonomy Extension – Schema.
     
X
101.CAL
XBRL Taxonomy Extension – Calculations.
     
X
101.DEF
XBRL Taxonomy Extension – Definitions.
     
X
101.LAB
XBRL Taxonomy Extension – Labels.
     
X
101.PRE
XBRL Taxonomy Extension – Presentation.
     
X







SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 27 th day of April, 2017.

 
ECOLOCAP SOLUTIONS INC.
     
 
BY:
MICHAEL SIEGEL
   
Michael Siegel
Principal Executive Officer and a member of the
Board of Directors
     
 
BY:
MICHEL ST-PIERRE
   
Michel St-Pierre
Principal Financial Officer and Principal
Accounting Officer











EXHIBIT INDEX

Exhibit
 
Incorporated by reference
Filed
Number
Document Description
Form
Date
Number
herewith
           
3.1
Articles of Incorporation, as amended.
SB-2
5/28/04
3.1
 
3.2
Bylaws.
SB-2
5/28/04
3.2
 
3.3
Certificate of Amendment to Articles of Incorporation.
10-QSB
12/30/05
3.3
 
3.4
Bylaws, as amended on March 17, 2006.
10-KSB
4/13/06
3.4
 
10.1
Letter of Intent with XL Generation AG.
8-K
7/6/05
99.1
 
10.2
Share Exchange Agreement with XL Generation AG.
8-K
8/19/05
99.1
 
10.3
Loan Agreement with Capex Investments.
8-K
9/14/05
99.1
 
10.4
Form of Indemnification Agreement with Capex Investments Limited.
8-K/A
11/1/05
10.4
 
10.5
Common Stock Purchase Agreement with Capex Investments Limited.
8-K
11/15/05
10.5
 
10.6
Common Stock Purchase Agreement with Aton Selct Fund Limited.
8-K
11/15/05
10.6
 
10.7
Common Stock Purchase Agreement with Asset Protection Fund Limited.
8-K
11/15/05
10.7
 
10.8
Series A Warrant to Purchase Shares of Common Stock to Capex Investments Limited.
8-K
11/15/05
10.8
 
10.9
Series A Warrant to Purchase Shares of Common Stock to Aton Select Fund Limited.
8-K
11/15/05
10.9
 
10.10
Series A Warrant to Purchase Shares of Common Stock to Asset Protection Fund Limited.
8-K
11/15/05
10.10
 
10.11
Registration Rights Agreement with Capex Investments Limited.
8-K
11/15/05
10.11
 
10.12
Registration Rights Agreement with Aton Select Fund Limited.
8-K
11/15/05
10.12
 
10.13
Registration Rights Agreement with Asset Protection Fund Limited.
8-K
11/15/05
10.13
 
10.14
Amendment to the Common Stock Purchase Agreement with Aton Select Fund Limited.
8-K
12/08/05
10.14
 
10.15
Amendment to the Common Stock Purchase Agreement with Asset Protection Fund Limited.
8-K
12/08/05
10.15
 
10.16
Lease Agreement with 866 U.N. Plaza Associates LLC.
10-QSB
12/30/05
10.16
 
10.17
Exclusive Manufacturing License Agreement and Non-Exclusive Distribution Agreement with APW Inc.
10-QSB
12/30/05
10.17
 
10.18
Common Stock Purchase Agreement with Professional Trading Services SA.
SB-2
1/13/06
10.18
 
10.19
Series B Warrant to Purchase Shares of Common Stock to Professional Trading Services SA.
SB-2
1/13/06
10.19
 
10.20
Registration Rights Agreement with Professional Trading Services SA.
SB-2
1/13/06
10.20
 
10.21
Amended and Restated Common Stock Purchase Agreement with Bank Sal. Oppenheim Jr. & Cie. (Switzerland) Limited.
SB-2
1/13/06
10.21
 
10.22
Series B Warrant to Purchase Shares of Common Stock to Bank Sal. Oppenheim Jr. & Cie. (Switzerland) Limited.
SB-2
1/13/06
10.22
 
10.23
Agreement of Withdrawal from Stadium SA.
SB-2
1/13/06
10.23
 
10.24
License Agreement with WKF/5 Ltd.
SB-2
1/13/06
10.24
 


10.25
Amendment to License Agreement with WKF/5 Ltd and Alain Lemieux.
SB-2
1/13/06
10.25
 
10.26
Form of Subscription Agreement.
SB-2
5/28/04
99.1
 
10.27
Employment Agreement with Alain Lemieux.
10-KSB
4/13/06
10.27
 
10.28
Employment Agreement with Daniel Courteau.
10-KSB
4/13/06
10.28
 
10.29
Employment Agreement with Flemming Munck.
10-KSB
4/13/06
10.29
 
10.30
Employment Agreement with Eric Giguere.
10-KSB
4/13/06
10.30
 
10.31
Endorsement Agreement with La Societe 421 Productions.
10-KSB
4/13/06
10.31
 
10.32
Summary of terms and conditions of Oral Consulting Agreement with Greendale Consulting Limited.
10-KSB
4/13/06
10.32
 
10.33
Exclusive Manufacturing License Agreement with Polyprod Inc.
10-KSB
4/13/06
10.33
 
10.34
Management Fee Arrangement with Polyprod Inc.
10-KSB
4/13/06
10.34
 
10.35
Supply Contract with Febra- Kunststoffe GimbH and BASF Aktiengesellschaft.
10-KSB
4/13/06
10.35
 
10.36
Loan Agreement with Fiducie Alain Lemieux.
10-KSB
4/13/06
10.36
 
10.37
Confirmation of Debt.
10-KSB
4/13/06
10.37
 
10.38
Agreement with Daniel Courteau regarding Repayment of loans to Symbior Technologies Inc.
10-KSB
4/13/06
10.38
 
10.39
2006 Equity Incentive Plan.
10-KSB
4/13/06
10.39
 
10.40
Loan Agreement with Albert Beerli.
10-KSB
4/13/06
10.40
 
10.41
Summary of terms and conditions of Loan Agreement with Albert Beerli.
10-KSB
4/13/06
10.41
 
10.42
Lease Agreement with Albert Beerli.
10-KSB
4/13/06
10.42
 
10.43
Memorandum regarding XL Generation Canada Inc.
10-KSB
4/13/06
10.43
 
10.44
Stock Purchase Agreement with XL Generation AG and Stadium SA.
10-KSB
4/13/06
10.44
 
10.45
Common Stock Purchase Agreement with Poma Management SA.
10-QSB
9/13/06
10.45
 
10.46
Common Stock Purchase Agreement with Aton Select Fund Limited.
10-QSB
9/13/06
10.46
 
10.47
Consulting Agreement by and between Ecolocap Solutions Inc. and Lakeview Consulting LLC.
8-K
11/11/08
10.47
 
10.48
"ERPA" with Hong Kong Construction Investment Joint Stock Company.
8-K
12/23/08
10.1
 
10.49
"ERPA" with Thuong Hai Joint Stock Company.
8-K
12/23/08
10.2
 
10.50
"ERPA" with Vietnam Power Development Joint Stock Company.
8-K
12/23/08
10.3
 
10.51
"ERPA" with Hop Xuan Investment Joint Stock Company, Vietnam.
8-K
12/23/08
10.4
 
10.52
"ERPA" with ThangLong Education Development and Construction Import Export Investment Joint Stock Company.
8-K
12/23/08
10.5
 
10.53
Revised Consulting Agreement with Sodexen Inc.
8-K
12/23/08
10.6
 
10.54
Agreement with United Best Technology Limited.
8-K
12/23/08
10.7
 
10.55
Escrow Agreement with United Best Technology Limited.
8-K
12/23/08
10.8
 
10.56
"ERPA" with Tan Hiep Phuc Electricity Construction Joint-Stock Company Vietnam.
8-K
12/23/08
10.9
 
10.57
"ERPA" with Tuan Anh Hydraulic Development and Construction Investment Corporation, Vietnam.
8-K
12/23/08
10.10
 
10.58
"ERPA" with Lao Cai Energy & Resources Investment Joint Stock Company, Vietnam.
8-K
12/23/08
10.11
 
10.59
"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
10.13
 
10.61
"ERPA" with Hebi Coal Industry (Group) Co. Ltd.
8-K
12/23/08
10.14
 
10.62
"ERPA" with Hebei Jinlong Cement Group Co., Ltd.
8-K
12/23/08
10.15
 
10.63
"ERPA" with Bao Tan Hydro Electric Joint-Stock Company.
8-K
12/23/08
10.16
 
10.64
"ERPA" with Construction and Infrastruction Development Joint-Stock Company Number Nine.
8-K
12/23/08
10.17
 
10.65
Greenhouse Gas Offset Management Services Representation Agreement.
8-K
12/23/08
10.18
 
10.66
"ERPA" with Xinjiang Xiangjianfeng Energy and Technology Development Co. Ltd.
8-K
12/23/08
10.19
 
10.67
Technical Service Agreement with Xinjiang Xiangjinfeng Energy and Technology Development Co., Ltd.
8-K
12/23/08
10.20
 
10.68
Technical Service Agreement with Hebei Fengda Metallized Pellet Co., Ltd.
8-K
12/23/08
10.21
 
10.69
"ERPA" with Hebei Fengda Metallized Pellet Co., Ltd.
8-K
12/23/08
10.22
 
10.70
"ERPA" with Shandong Chengzeyuan Environment Protection Engineering Co. Ltd.
8-K
12/23/08
10.23
 
10.71
Technical Services Agreement with Shandong Chengzeyuan Environment Protection Engineering Co., Ltd.
8-K
12/23/08
10.24
 
10.72
Technical Services Agreement with Leshan Kingssun Group Co. Ltd.
8-K
12/23/08
10.25
 
10.73
"ERPA" with Leshan Kingssun Group Co., Ltd.
8-K
12/23/08
10.26
 
10.74
Supply Agreement dated July 25, 2012.
8-K
7/30/12
10.1
 
10.75
Sale and Purchase Agreement dated July 27, 2012.
8-K
7/30/12
10.2
 
14.1
Code of Ethics.
10-KSB
3/31/08
14.1
 
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
X
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
X
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer.
     
X
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Financial Officer.
     
X
99.1
Audit Committee Charter.
10-KSB
3/31/08
99.1
 
99.2
Executive Committee Charter.
10-KSB
3/31/08
99.2
 
99.3
Nominating and Corporate Governance Committee Charter.
10-KSB
3/31/08
99.3
 
99.4
Stock Option Plan.
10-KSB
3/31/08
99.4
 
101.INS
XBRL Instance Document.
     
X
101.SCH
XBRL Taxonomy Extension – Schema.
     
X
101.CAL
XBRL Taxonomy Extension – Calculations.
     
X
101.DEF
XBRL Taxonomy Extension – Definitions.
     
X
101.LAB
XBRL Taxonomy Extension – Labels.
     
X
101.PRE
XBRL Taxonomy Extension – Presentation.
     
X





 
- 21 -