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 JUNE 30, 2017
   
 
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)

6240 Oakton Street
Morton Grove, IL 60053
 (Address of principal executive offices, including Zip Code)

312-585-6670
 (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 [X]     NO [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (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 [X]     NO [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer, "accelerated filer," "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
[   ]
 
Smaller Reporting Company
[X]
 
Emerging Growth Company
[   ]
     
 
(Do not check if smaller reporting company)
       

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 10,922,710,577 shares of Common Stock, par value $0.00001, outstanding as of December 5, 2017.
 



TABLE OF CONTENTS

 
Page
   
 
3
     
Financial Statements.
3
     
   
Unaudited Consolidated Balance Sheets
3
   
Unaudited Consolidated Statements of Operations
4
   
Unaudited Consolidated Statements of Cash Flows
5
   
Notes to Consolidated Financial Statements (Unaudited)
6
     
Management's Discussion and Analysis of Financial Condition and Results of Operations.
11
     
Quantitative and Qualitative Disclosures About Market Risk.
13
     
Controls and Procedures.
13
     
 
14
     
Legal Proceedings.
14
     
Risk Factors.
14
     
Exhibits.
15
     
18
   
19











PART I: FINANCIAL INFORMATION

ITEM 1.                      FINANCIAL STATEMENTS.


ECOLOCAP SOLUTIONS INC.
CONSOLIDATED BALANCE SHEETS
(unaudited)

   
June 30,
2017
   
December 31,
2016
(Restated)
 
             
ASSETS
           
             
CURRENT ASSETS:
           
Cash
 
$
63,221
   
$
698
 
Inventory
   
450,000
     
-
 
Prepaid expenses and sundry current assets
   
79,879
     
-
 
                 
TOTAL CURRENT ASSETS AND TOTAL ASSETS
 
$
593,100
   
$
698
 
                 
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
               
                 
CURRENT LIABILITIES:
               
Customer deposits
 
$
175,000
   
$
175,000
 
Convertible notes payable
   
925,474
     
1,040,838
 
Notes payable-related parties
   
2,711,094
     
2,335,959
 
Derivative liabilities
   
1,679,607
     
10,174,203
 
Accrued expenses and sundry current liabilities - related parties
   
1,320,191
     
1,178,411
 
Accrued expenses and sundry current liabilities
   
1,607,572
     
1,113,887
 
                 
TOTAL CURRENT LIABILITIES AND TOTAL LIABILITIES
   
8,418,938
     
16,018,298
 
                 
                 
STOCKHOLDERS' DEFICIT
               
Preferred stock
100,000,000 shares authorized, par value $0.00001, 750,000
shares, respectively issued and outstanding
   
7
     
7
 
Common stock
10,000,000,000 shares authorized, par value $0.00001, 6,393,309,128 and
3,249,327,026 shares, respectively issued and outstanding
   
63,933
     
32,493
 
Additional paid in capital
   
56,731,189
     
55,983,849
 
Common stock to be issued
   
175,000
     
-
 
Accumulated deficit
   
(67,173,090
)
   
(74,638,068
)
                 
TOTAL STOCKHOLDERS' DEFICIT-Ecolocap Solutions Inc.
   
(10,202,961
)
   
(18,621,719
)
                 
Non-controlling interest
   
2,377,123
     
2,604,119
 
                 
TOTAL STOCKHOLDERS' DEFICIT
   
(7,825,838
)
   
(16,017,600
)
                 
                 
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
 
$
593,100
   
$
698
 

See Notes to Unaudited Financial Statements

ECOLOCAP SOLUTIONS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

   
For the Six
Months ended
June 30
2017
   
For the Six
Months ended
June 30
2016
   
For the Three
Months ended
June 30
2017
   
For the Three
Months ended
June 30
2016
 
                         
                         
COSTS AND EXPENSES:
                       
     
-
     
-
     
-
     
-
 
Selling, general and administrative
 
$
514,963
   
$
414,307
   
$
217,476
   
$
212,366
 
                                 
                                 
TOTAL OPERATING EXPENSES
   
514,963
     
414,307
     
217,476
     
212,366
 
                                 
Loss from operations
   
(514,963
)
   
(414,307
)
   
(217,476
)
   
(212,366
)
                                 
OTHER INCOME (EXPENSES)
                               
Compensation expense
   
(102,810
)
   
-
     
(102,810
)
   
-
 
Gain (loss) on derivative liabilities at market
   
8,099,163
     
(491,065
)
   
(30,455
)
   
689,978
 
Interest expense-related parties
   
(85,377
)
   
(59,257
)
   
(43,613
)
   
(30,560
)
Interest expense
   
(158,031
)
   
(98,957
)
   
(65,109
)
   
(42,350
)
                                 
                                 
TOTAL OTHER INCOME (EXPENSES)
   
7,752,945
     
(649,279
)
   
(241,987
)
   
617,068
 
                                 
                                 
                                 
Net income (loss) before non-controlling interest
 
$
7,237,982
   
$
(1,063,586
)
 
$
(459,463
)
 
$
404,702
 
                                 
Non-controlling interest
 
$
(226,996
)
 
$
(190,861
)
 
$
(103,299
)
 
$
(94,772
)
                                 
Net income (loss) attributable to Ecolocap Solutions Inc
 
$
7,464,978
   
$
(872,725
)
 
$
(356,164
)
 
$
499,474
 
                                 
                                 
                                 
Income (Loss) Per Common Share-basic and diluted
 
$
0.00
   
$
(0.00
)
 
$
(0.00
)
 
$
0.00
 
                                 
Average weighted Number of Shares-basic and diluted
   
4,615,219,965
     
3,249,327,026
     
5,506,960,088
     
3,249,327,026
 












See Notes to Unaudited Financial Statements

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


   
For the Six
Months ended
June 30
2017
   
For the Six
Months ended
June 30
2016
 
             
Net income (loss)
 
$
7,237,982
   
$
(1,063,586
)
                 
Adjustment to reconcile net income (loss) to net cash provided by operating activities
               
Imputed interests of shareholders loans
   
48,445
     
33,725
 
Compensation expense
   
102,810
     
-
 
Gain on derivatives liabilities at market
   
(8,099,163
)
   
491,065
 
Unpaid penalty interest added to debt principal
   
16,500
     
14,653
 
Closing fees added to debt principal
   
3,000
     
-
 
Changes in operating assets and liabilities:
               
Prepaid expenses and sundry current assets
   
(79,879
)
   
-
 
Inventory
   
(450,000
)
   
-
 
Stock subscription payable
   
175,000
     
-
 
Changes in operating assets and liabilities
   
1,214,272
     
524,143
 
                 
Net cash provided by operating activities
 
$
168,967
   
$
-
 
                 
                 
Financing activities
               
Payments of loans from shareholder
   
(106,444
)
   
-
 
                 
Net cash used in financing activities
 
$
(106,444
)
 
$
-
 
                 
Change in cash
   
62,523
     
-
 
                 
Cash-beginning of period
   
698
     
-
 
                 
Cash-end of period
 
$
63,221
   
$
0
 
                 
Supplemental Disclosure of Cash Flow information
               
Non cash items :
               
Conversion of current liabilities, convertible notes payable, notes payable stockholders to common stock
 
$
140,274
   
$
-
 
Reclassification of derivative to APIC
 
$
395,433
   
$
-
 
Expenses paid by a related party on behalf of the Company
 
$
204,545
   
$
66,453
 
Non-cash additions of loans from shareholders
 
$
225,000
   
$
225,000
 










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

Ecolocap Solutions Inc ("we", "our" and 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.  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

The Company, through its subsidiary Micro Bubble Technologies Inc. (MBT), developed M-Fuel, an innovative suspension fuel that 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.

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 is designed to reduce the costs associated with food waste disposal and in the process, will reduce the environmental impact or methane greenhouse gas production.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies followed by the Company for interim reporting are consistent with those included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016. There were no material changes to our significant accounting policies during the interim period ended June 30, 2017.

The Company's inventory consists of equipment purchased for resale and is valued at the lower of cost or net realizable value.  Cost is principally determined using the first in, first out method.

Reclassifications

Certain reclassifications of amounts previously reported have been made to the accompanying financial statements in order to maintain consistency and comparability between the periods presented, primarily related to preferred shares stock on the balance sheet.


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

The accompanying unaudited interim financial statements of the Company, 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, 2016 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 consolidated 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, negative working capital, is dependent on its shareholders 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.

Management's plan for the Company's continued existence include selling additional common stock of the Company and borrowing additional funds to pay overhead expenses.

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

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

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

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


NOTE 3 – ACCRUED EXPENSES AND SUNDRY CURRENT LIABILITIES

Accrued expenses consisted of the following at:

   
June 30, 2017
   
December 31, 2016
 
Accrued interest
 
$
595,002
   
$
545,378
 
Accrued interest-related parties
   
221,181
     
185,401
 
Accrued compensation-related parties
   
722,844
     
652,844
 
Accounts payable
   
240,000
     
240,000
 
Accrued operating expenses-related parties
   
826,166
     
340,166
 
Accrued operating expenses
   
322,570
     
328,509
 
   
$
2,927,763
   
$
2,292,298
 


NOTE 4 – CONVERTIBLE NOTES PAYABLE

Loans are convertible at amounts ranging from 40% to 60% of the market price of the common shares of the Company at the time of conversion and bear interest rates ranging from 8% to 22% per annum.  The amounts received during the six months period ended June 30, 2017 and 2016 are $19,500 and $14,653 in non-cash borrowings related to the default on Tonaquint and GSM loans, respectively. During the period ended June 30, 2017, the Company was in default on its convertible notes due to non-repayment of the outstanding balances.

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 the amount is marked to market at each reporting period. All the convertible notes are in default as of June 30, 2017.

During the six months period ended June 30, 2017 notes payable of $134,864 plus accrued interests of $91,819 were converted into 2,602,882,102 shares.

There were no conversions of convertible debts in 2016.


A summary of the amounts outstanding as of June 30, 2017 and December 31, 2016 are as follows:

   
Balance
June 30, 2017
   
Balance
December 31, 2016
 
             
Tonaquint
 
$
499,272
   
$
585,846
 
Redwood Management, LLC
   
372,992
     
372,992
 
Proteus Capital
   
32,500
     
32,500
 
LG Capital
   
-
     
19,500
 
GSM Capital Group LLC
   
20,710
     
30,000
 
   
$
925,474
   
$
1,040,838
 


NOTE 5 – NOTES PAYABLE – RELATED PARTIES

During the six months period ended June 30, 2017, notes payable to stockholders increased by $170,590 of which $225,000 resulted from conversion of accrued salaries, net of $49,000 in payments made during the period to stockholders and $5,410 from conversions into shares. The additions are for accrual of unpaid salaries and not actual cash proceeds. The amount owed to stockholders at June 30, 2017 is $2,024,269. These loans are non-interest bearing but interest is being imputed at 5.00% per annum and are payable on demand. An interest amount of $48,445 has been imputed in 2017. During the six months period ended June 30, 2017, total loans conversions of $5,410 were made into 541,100,000 shares and there were no conversions in the year ended December 31, 2016.

During the six months period ended June 30, 2017, the Company received $261,989 and made payments of $57,444 to Hanscom K Inc. The amount owed to Hanscom K. Inc. at June 30, 2017 is $658,325. These loans are non-interest bearing and are payable on demand.

During the six months period ended June 30, 2017, the Company did not receive any loans from RCO Group Inc. The amount owed to RCO Group Inc. at June 30, 2017 is $28,500. These loans bear interest at 8.00% per annum and are payable on demand.


A summary of the amounts outstanding as of June 30, 2017 and December 31, 2016 are as follows:

   
Balance
June 30, 2017
   
Balance
December 31, 2016
 
             
Stockholders
 
$
2,024,269
   
$
1,853,679
 
Hanscom K. Inc.
   
658,325
     
453,780
 
RCO Group Inc.
   
28,500
     
28,500
 
   
$
2,711,094
   
$
2,335,959
 


NOTE 6 – DERIVATIVE LIABILITIES

During the six months period ended June 30, 2017, the Company recorded various derivative liabilities associated with the convertible debts discussed in Note 4. The Company computes the value of the derivative liability at each reporting period using the Black Scholes Method using a risk free rate ranging of 0.14%, volatility rates ranging between 296.00% and 393.00% and a forfeiture rate of 0.00%.  The derivative liability at June 30, 2017 and December 31, 2016 are as follows:

   
2017
   
2016
 
             
Tonaquint
 
$
800,335
   
$
4,799,461
 
Proteus Capital Group LLC
   
69,854
     
356,835
 
GSM Capital Group LLC
   
37,245
     
324,662
 
LG Capital
   
-
     
231,059
 
Redwood Management, LLC
   
720,216
     
3,682,835
 
Total
 
$
1,627,650
   
$
9,394,852
 

During the six months period ended June 30, 2017, the Company recorded various derivative liabilities associated with the warrants discussed in Notes 7. The Company computes the value of the derivative liability at the issuance of the related obligation and at each reporting period using the Black Scholes Method which includes the following assumptions:  a risk free rate of 0.14%, volatility rates of 482.00% and a forfeiture rate of 0.00%.  The derivative liability at June 30, 2017 and December 31, 2016 is as follows:

   
2017
   
2016
 
             
Lakeshore Recycling Systems LLC
 
$
51,957
   
$
779,351
 
Total
 
$
51,957
   
$
779,351
 

The following table summarizes the derivative liabilities at June 30, 2017 and December 31, 2016;

   
2017
   
2016
 
             
Tonaquint
 
$
800,335
   
$
4,799,461
 
Proteus Capital Group LLC
   
69,854
     
356,835
 
GSM Capital Group LLC
   
37,245
     
324,662
 
LG Capital
   
-
     
231,059
 
Redwood Management, LLC
   
720,216
     
3,682,835
 
Lakeshore Recycling Systems LLC
   
51,957
     
779,351
 
Total
 
$
1,679,607
   
$
10,174,203
 

Financial assets and liabilities recorded at fair value in our unaudited consolidated 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 June 30, 2017

   
Level 1
   
Level 2
   
Level 3
   
Total
 
                         
Derivative Financial Instruments
 
$
-
   
$
-
   
$
1,679,607
   
$
1,679,607
 

Financial assets and liabilities measured at fair value on a recurring basis are summarized below for the year ended December 31, 2016

   
Level 1
   
Level 2
   
Level 3
   
Total
 
                         
Derivative Financial Instruments
 
$
-
   
$
-
   
$
10,174,203
   
$
10,174,203
 


The following table summarizes the derivatives liability from January 1 st through June 30, 2017

   
Derivative liabilities
 
       
Balance December 31, 2016
 
$
10,174,203
 
Settled upon conversion of debt
   
(395,433
)
Loss on change in fair value of the derivative
   
(8,099,163
)
Balance June 30, 2017
 
$
1,679,607
 

NOTE 7 – CAPITAL STOCK

The Company is authorized to issue 10,000,000,000 shares of common stock (par value $0.00001) of which 6,393,309,128 were issued and outstanding as of June 30, 2017 and 3,249,327,026 as of December 31, 2016.

The Company is authorized to issue 100,000,000 shares of preferred stock (par value $0.00001) of which 750,000 were issued and outstanding as of June 30, 2017 and December 31, 2016, respectively. Each share of Series A Preferred Stock has 100,000 vote per share.

On December 19, 2016, the Company issued three warrants to Lakeshore Recycling Systems, LLC (LRS). The first warrant allows LRS to purchase up to five and one third percent of issued and outstanding shares of common stock of the Company at the time of exercise of the warrant at a price of $0.0003. The second warrant allows LRS to purchase up to five and one third percent of issued and outstanding shares of common stock of the Company at the time of exercise of the warrant at a price of $0.0025. The third warrant allows LRS to purchase up to five and one third percent of issued and outstanding shares of common stock of the Company at the time of exercise of the warrant at a price of $0.005. The exercise time of the warrants is the period between March 15, 2017 and December 15, 2026.

During 2017, the following convertible debt owners converted loans plus accrued interests into common shares of the Company

   
Loans
converted
   
Interest
converted
   
Common shares
Of the Company
 
                   
Tonaquint (Note 4)
 
$
86,574
   
$
84,375
   
$
1,969,238,072
 
GSM Capital Group LLC (Note 4)
   
28,790
     
-
     
436,527,302
 
LG Capital (Note 4)
   
19,500
     
7,444
     
197,116,728
 
Stockholders (Note 5)
   
5,410
     
-
     
541,100,000
 
Total
 
$
140,274
   
$
91,819
   
$
3,143,982,102
 

There were no conversions of convertible debts into common shares of the Company during the year ended December 31, 2016.

NOTE 8 – COMMITMENTS

In July 2017, the Company signed a lease for the Company's Morton Grove office, at a minimum annual rent of approximately $70,000 per year. The Morton Grove lease expires in August 2018.

NOTE 9 – SUBSEQUENT EVENTS

During the third quarter of 2017, the following convertible debt owners converted loans plus accrued interests into common shares of the Company:

   
Loans
converted
   
Interest
converted
   
Common shares
Of the Company
 
                   
Tonaquint (Note 4)
 
$
11,092
   
$
160,958
   
$
2,867,500,000
 
GSM Capital Group LLC (Note 4)
   
20,710
     
20,837
     
1,661,901,449
 
Total
 
$
31,802
   
$
181,795
   
$
4,529,401,449
 


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 unaudited consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q for the period ended June 30, 2017 (this "Report"). This Report contains certain forward-looking statements and our future operating results could differ materially from those discussed herein. Certain statements contained in this Report, including, without limitation, statements containing the words "believes", "anticipates," "expects" and the like, constitute "forward-looking statements". Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We 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 Company 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 and expand ECOS BIO ART brand presence.

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

Results of Operations

For the Three and Six Months Periods ended June 30, 2017

Overview

We incurred net loss of $459,463 and net income $7,237,982 for the three and six months periods ended June 30, 2017 as compared to net income of $404,702 and net loss $1,063,586 for the comparable periods of 2016. There has been an increase of $100,656 in selling, general and administrative expenses, an increase in the gain on derivatives of $8,590,228 and an increase in interest expense of $85,194 mainly attributable to the interest expense resulting from derivative liabilities.

Sales

For the three and six months periods ended June 30, 2017 and 2016 we had no sales.



Total Cost and Expenses

For the three and six months periods ended June 30, 2017, we incurred Total Costs and Expenses of $217,476 and $514,963, an increase of 2% from the three months period from the same period of 2016 and an increase of 24% for the six months period from the same period of 2016.

Selling, General and Administrative

For the three and six months periods ended June 30, 2017, we incurred selling, general and administration expenses of $217,476 and $514,963, an increase of 2% from the three months period from the same period of 2016 and an increase of 24% for the six months period from the same period of 2016. The increase resulted from the consulting and professional fees.

Interest

We calculate interest in accordance with the respective note payable. For the three and six months periods ended June 30, 2017, we incurred a charge of $108,722 and $243,408 including related party interest. This compared to $72,910 and $158,214 for the same periods of the previous year. The interests increase is attributable to interest rate increase due to default on convertible debts.

The interest expenses on related parties increased by $26,120 due to increases in debt balance and the interest expenses on convertible loans increased by $59,074 because of interest rate and loans balance increases due to default on GSM loans so globally the interest expense increased by $85,194.

Liquidity and Capital Resources

At June 30, 2017, we had $63,221 in cash, as opposed to $698 in cash at December 31, 2016. Total cash requirements for operations for the six months period ended June 30, 2017 was $111,523. 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, 2017 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 2017 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 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 assets of $593,100 as of June 30, 2017. This was a change of $592,402 as compared to total assets of $698 as of December 31, 2016.

We had total current liabilities of $8,418,938 as of June 30, 2017. This was a decrease of $7,599,360, or 47%, as compared to current liabilities of $16,018,298 as of December 31, 2016. The net decrease was attributable to a decrease in derivative liabilities due to the gain on derivatives at market value and decrease in notes payable.

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 $16,800 per year. The Barrington lease expired in May 2013 and the Company remained in these premises on a month to month basis until the Company moved to its new offices.

In July 2017, the Company signed a lease for the Company's Morton Grove office, at a minimum annual rent of approximately $70,000 per year. The Morton Grove lease expires in August 2018.

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 director 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 June 30, 2017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


PART II OTHER INFORMATION


ITEM 1.                      LEGAL PROCEEDINGS.

As of the date of this report, the Company is not currently involved in any legal proceedings.


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
           
Articles of Incorporation, as amended.
SB-2
5/28/04
3.1
 
Bylaws.
SB-2
5/28/04
3.2
 
Certificate of Amendment to Articles of Incorporation.
10-QSB
12/30/05
3.3
 
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
 
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
 
Agreement with United Best Technology Limited.
8-K
12/23/08
10.7
 
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
 
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
Audit Committee Charter.
10-KSB
3/31/08
99.1
 
Executive Committee Charter.
10-KSB
3/31/08
99.2
 
Nominating and Corporate Governance Committee Charter.
10-KSB
3/31/08
99.3
 
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 18 th day of December 2017.

 
ECOLOCAP SOLUTIONS INC.
     
 
BY:
JAMES KWAK
   
James Kwak
   
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
           
Articles of Incorporation, as amended.
SB-2
5/28/04
3.1
 
Bylaws.
SB-2
5/28/04
3.2
 
Certificate of Amendment to Articles of Incorporation.
10-QSB
12/30/05
3.3
 
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
 
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
 
Agreement with United Best Technology Limited.
8-K
12/23/08
10.7
 
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
 
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
Audit Committee Charter.
10-KSB
3/31/08
99.1
 
Executive Committee Charter.
10-KSB
3/31/08
99.2
 
Nominating and Corporate Governance Committee Charter.
10-KSB
3/31/08
99.3
 
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



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