UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

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

 

For the quarterly period ended March 31, 20212022

 

OR

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from to  

 

Commission file number 333-248871

 

ECO INNOVATION GROUP, INC. 
(Exact name of registrant as specified in its charter)

 

Nevada 85-0842591
(State or other jurisdiction of

incorporation or organization)		 (I.R.S. Employer

Identification No.)

 

16525 Sherman Way, Suite C-1

Van Nuys, CA

 91406
(Address of principal executive offices)  (Zip Code)

 

Registrant’s telephone number, including area code: (800)922-4356 

 

 

Title of each class Trading Symbol Name of each exchange on which registered
Common Stock ECOX OTC Markets

 

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act: NoneCommon Stock.

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes ☐ No ☒ 

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒  

 

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

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 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 ☐  

 

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

 

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

 

Large accelerated filer☐Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☒
 Emerging growth company☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐No☒

 

The number of shares outstanding of the registrant’s common stock as of May 13, 202120, 2022 was 175,015,483420,403,375 shares.

 

 

 
 

TABLE OF CONTENTS

 

Part I – FINANCIAL INFORMATION  
     
Item 1. Condensed Consolidated Financial Statements (unaudited) 25
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 1721
     
Item 3. Quantitative and Qualitative Disclosures about Market Risk 2524
     
Item 4. Controls and Procedures 2524
     
Part II – OTHER INFORMATION  
     
Item 1. Legal Proceedings 2625
     
Item 1A. Risk Factors 2625
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 2625
     
Item 3. Defaults Upon Senior Securities 2725
     
Item 4. Mine Safety Disclosures 2725
     
Item 5. Other Information 2725
     
Item 6. Exhibits 2826
     
SIGNATURES 2827

 

 

2 
 

PART I FINANCIAL INFORMATION

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Information contained in this quarterly report on Form 10-Q contains “forward-looking statements.” These forward-looking statements are contained principally in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. The forward-looking statements herein represent our expectations, beliefs, plans, intentions or strategies concerning future events, including, but not limited to: our future financial performance; the continuation of historical trends; the sufficiency of our resources in funding our operations; our intention to acquire sustainable technology intellectual property rights; and our liquidity and capital needs. Our forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that any projections or other expectations included in any forward-looking statements will come to pass. Moreover, our forward-looking statements are subject to various known and unknown risks, uncertainties and other factors that may cause our actual results, performance, or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. These risks, uncertainties and other factors include but are not limited to: the risks of limited management, labor and financial resources; our ability to establish and maintain adequate internal controls; our ability to develop and maintain a market in our securities; and our ability obtain financing, if and when needed, on terms that are acceptable. Except as required by applicable laws, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

 

As used in this quarterly report on Form 10-Q, “we”, “our”, “us” and the “Company” refer to Eco Innovation Group, Inc. a Nevada corporation, unless the context requires otherwise.

 

 

3 
 

 

Item 1. Financial Statements

Index to Financial Statements

  Page
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:  
   
Consolidated Balance Sheets, March 31, 20212022 (unaudited), and December 31, 20202021 5
   
Unaudited Consolidated Statements of Operations, for the Three Months Ended March 31, 2021,2022, and March 31, 20202021 6
   
Unaudited Consolidated Statements of Changes in Stockholders’ (Deficit), for the Three Months Ended March 31, 2021,2022, and March 31, 20202021 7
   
Unaudited Consolidated Statements of Cash Flows, for the Three Months Ended March 31, 2021,2022, and 20202021 8
   
Notes to the Unaudited Interim Financial Statements 9

 

4 
 

ECO INNOVATION GROUP, INC.

CONSOLIDATED BALANCE SHEETS
(Unaudited)

     
  March 31, 2022 December 31, 2021
  (unaudited)   
Assets        
Current Assets        
Cash and cash equivalents $32,514  $28,534 
Accounts receivable  82,952   33,047 
Prepaid expenses  82,425   82,498 
Total Current Assets  197,891   144,079 
         
Other Assets        
Furniture and Equipment  37,791   41,974 
Goodwill  103,188   103,188 
Investment  41,935   75,833 
Deposits and other assets  13,612   8,000 
Total Other Assets  196,526   228,995 
Total Assets $394,417  $373,074 
         
Liabilities and Stockholders' Deficit        
Current  Liabilities        
Accounts Payable and accrued expenses  

386,224

   

326,268

 
Accounts Payable and accrued expenses related party  

404,207

   

391,377

 
Convertible Notes Payable, net  78,161   129,219 
Notes Payable  126,699   127,690 
Deferred Revenue  20,274   —   
Warrant Liability  16,200   135,525 
Share Payable Liability  1,266,171   866,885 
Derivative liabilities  5,766,832   2,328,234 
Convertible Notes Payable Related party  229,061   138,073 
Series C Preferred stock liability, net  92,473   210,432 
Total  Current Liabilities  8,386,302   4,653,703 
         
Total Liabilities  8,386,302   4,653,703 
         
Stockholders' Deficit        
Preferred stock, par value $0.001, authorized 50,000,000 shares,        
issued and outstanding 30,000,000 shares  30,000   30,000 
Common stock, par value $0.001, authorized 500,000,000 shares,        
issued and outstanding 388,095,683 and 196,912,036 shares at        
March 31, 2022 and December 31, 2021, respectively  388,093   196,911 
Common shares to be issued, 1,000,000 and 1,000,000 as of        
March 31, 2022 and December 31, 2021, respectively  1,000   1,000 
Additional paid-in capital  8,687,295   8,060,859 
Other comprehensive income  4,818   (18)
Accumulated deficit  (17,117,921)  (12,594,976)
Total Stockholders' Deficit Attributable to Eco Innovation Group stockholders  (8,006,715)  (4,306,224)
Noncontrolling interest  14,830   25,595 
Total stockholder's Deficit  (7,991,885)  (4,280,629)
         
TOTAL LIABILITIES and Stockholders' Deficit $394,417  $373,074 
         

See the accompanying notes to these unaudited consolidated financial statements

5 

     
  March 31, 2021 December 31, 2020
     
Assets        
Current Assets        
Cash and cash equivalents $88,044  $84 
Prepaid expenses  83,333   —   
Total Current Assets  171,377   84 
         
Other Assets        
Intangible Asset  1,050,000   1,050,000 
Investment  650,000   —   
Deposits and other assets  8,000   8,000 
Total Other Assets  1,708,000   1,058,000 
Total Assets $1,879,377  $1,058,084 
         
Liabilities and Stockholders' Equity (Deficit)        
Current Liabilities        
Accounts Payable and accrued expenses  564,809   223,866 
Convertible Notes Payable  156,693   50,122 
Deferred Revenue  181,525   181,525.00 
Derivative liabilities  118,729   92,183 
Convertible Notes Payable Related party  4,875   4,875 
Related Party Loans  15,000   15,000 
Total Current Liabilities  1,041,631   567,571 
         
Total Liabilities  1,041,631   567,571 
         
Stockholders' Equity        
Preferred stock, par value $0.001, authorized 50,000,000 shares,        
issued and outstanding 30,000,000 shares  30,000   30,000 
Common stock, par value $0.001, authorized 500,000,000 shares,  —       
issued and outstanding 177,690,483 and 135,930,680 shares at        
March 31, 2021 and December 31, 2020, respectively  177,690   139,931 
Common shares to be issued, 0 and 5,000,000 as of March 31, 2021  —     20,000.00 
and December 31, 2020, respectively        
Additional paid-in capital  7,372,363   6,260,122 
Accumulated deficit  (6,742,307)  (5,959,540)
Total Stockholders' Equity (Deficit)  837,746   490,513 
         
TOTAL LIABILITIES and Stockholders' Equity (Deficit) $1,879,377  $1,058,084 
         

ECO INNOVATION GROUP, INC.
CONSOLIDATED PROFIT AND LOSS STATEMENT
For the Three Months Ended March 31, 2022 and 2021 (Unaudited)

         
  For the Three Months Ended
  March 31 March 31
  2022 2021
     
Revenue $116,605  $—   
Cost of Revenue  142,305   —   
Gross Loss  (25,700)  —   
         
Operating Expenses        
General and Administrative  135,454   63,505 
Development and Manufacture Expenses  —     59 
Executive Compensation  75,000   275,000 
Consulting Fee  47,500   426,667 
Total Operating Expense  257,954   765,231 
         
Operating Loss  (283,654)  (765,231)
         
Other Income (Expenses)        
Derivative gain (loss)  (3,563,261)  7,378 
Warrant gain (loss)  119,325   —   
Impairment loss - Investment  (33,898)  —   
Other expense  (399,286)  —   
Interest expense  (372,936)  (24,914)
Total Other Income (Expenses)  (4,250,056)  (17,536)
         
Net loss  (4,533,710)  (782,767)
         
Net (income) loss attributable to noncontrolling interest  10,765   —   
         
Net loss attributable to Eco Innovation Group $(4,522,945) $(782,767)
         
Currency translation loss  4,836   —   
         
Comprehensive Loss $(4,518,109) $(782,767)
         
Basic & Diluted Loss per Common Shares $(0.02) $(0.00)
         
Weighted Average Common Shares Outstanding  235,101,780   158,498,817 

 

See the accompanying notes to these unaudited consolidated financial statements

5 
6 
 

ECO INNOVATION GROUP, INC.
CONSOLIDATED PROFIT AND LOSS STATEMENT
Eco Innovation Group, Inc
Statement of changes in Shareholders Equity/Deficit
For the Three Months Ended March 31, 20212022 and 2020 (Unaudited)2021

 
  For the Three Months Ended
  March 31 March 31
  2021 2020
     
Revenue $—    $—   
Cost of Revenue  —     —   
Gross Profit $—    $—   
         
Operating Expenses        
General and Administrative  63,505   42,647 
Development and Manufacture Expenses  59     
Executive Compensation  275,000     
Consulting Fee  426,667     
Total Operating Expense  765,231   42,647 
         
Operating Loss  (765,231)  (42,647)
         
Other Income(Expenses)        
Derivative gain (loss)  7,378   48,129 
Interest expense  (24,914)  (20,549)
Total Other Income (Loss)  (17,536)  27,580 
         
Net loss $(782,767) $(15,067)
         
Basic & Diluted Loss per Common Shares $(0.00) $(0.00)
         
Weighted Average Common Shares Outstanding  158,498,817   54,830,680 
         
        
                         
  Preferred Stock A Common Stock Common Stock to be issued Additional Paid-in Capital Accumulated
Deficit		 Other Comprehensive Income Total
Equity of Eco Innovation Group		 Noncontrolling interest Total Equity
  Shares Amount Shares Amount Shares Amount            
 Balance, December 31, 2021  30,000,000  $30,000   196,912,036  $196,911   1,000,000  $1,000   8,060,859  $(12,594,976) $(18) $(4,306,224) $25,595  $(4,280,629)
 Common stock issued for cash proceeds  —     —     34,000,000   34,000   —     —     133,900   —     —     167,900       167,900 
 Common stock issued for investment  —     —     —     —     —     —     —     —     —     —         —   
 Common stock to issued for conversion of notes payable  —     —     89,769,190   89,769   —     —     120,703   —     —     210,472       210,472 
 Common stock to issued for conversion of Series C preferred  —     —     67,414,457   67,413   —     —     61,212   —     —     128,625       128,625 
 Common stock cancelled  —     —     —     —     —     —     —     —     —     —         —   
 Settlement of derivative liability upon conversion of notes payable  —     —     —     —     —     —     310,621   —     —     310,621       310,621 
 Net loss  —     —     —     —     —     —     —     (4,522,945)  —     (4,522,945)  (10,765)  (4,533,710)
 Comprehensive Loss  —     —     —     —     —     —     —         4,836   4,836       4,836 
 Balance, March 31, 2022  30,000,000  $30,000   388,095,683  $388,093   1,000,000  $1,000   8,687,295  $(17,117,921) $4,818  $(8,006,715) $14,830  $(7,991,885)
                                                 
 Balance, December 31, 2020  30,000,000  $30,000   139,930,680  $139,931   20,000,000  $20,000   6,260,122  $(5,959,540) $—    $490,513  $—    $490,513 
                                                 
 Common stock to be issued for services  —     —     10,000,000   10,000   (5,000,000)  (5,000)  330,000   —     —     335,000       335,000 
 Common stock for prepaid expenses  —     —     1,176,471   1,176   —     —     98,824   —     —     100,000       100,000 
 Common stock to issued for license agreement  —     —     15,000,000   15,000       (15,000)  —     —     —     —         —   
 Common stock issued for cash proceeds  —     —     749,999   750   —     —     44,250   —     —     45,000       45,000 
 Common stock issued for investment  —     —     10,833,333   10,833   —     —     639,167   —     —     650,000       650,000 
 Net loss  —     —     —     —     —     —     —     (782,767)  —     (782,767)  —     (782,767)
 Balance, March 31, 2021  30,000,000  $30,000   177,690,483  $ 177,690   15,000,000  $ —     7,372,363  $ (6,742,307)  $—     $837,746  $ —    $ 837,746 

See the accompanying notes to these unaudited consolidated financial statements

 

6 
7 
 

Eco Innovation Group, Inc.
Statement of changes in Shareholders Equity/Deficit
For the Three Months Ended March 31, 2021 and 2020ECO INNOVATION GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

         
  Three Months Ended March 31
  2022 2021
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net loss $(4,533,710) $(782,767)
Adjustments to reconcile net loss to net cash        
used by operating activities:        
Derivative (gain) loss  3,563,261   (7,378)
Warrant (gain) loss  (119,325)  —   
Depreciation expense  4,183     
Loss on sale of investment  —     3,924 
Investment impairment loss  33,898   —   
Amortization of debt discount  354,402   15,071 
Share payable expense  399,286   —   
Stock based compensation  —     335,000 
Changes in operating assets and liabilities        
Accounts receivable  (49,905)  —   
Prepaid expenses  (5,539)  16,667 
Deferred Revenue  20,274   —   
Accounts payable and accrued expenses  94,310   340,943 
Accounts payable related party  11,600   —   
Net cash used in operating activities  (227,265)  (78,540)
         
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
Proceeds from convertible debenture  —     121,500 
Repayment of convertible debentures  (8,500)  —   
Proceeds from sale of common stock  167,900   45,000 
Proceeds from sale of preferred C stock  —     —   
Repayment of notes payable  (1,313)  —   
Proceeds from convertible notes payable, related party  68,000   —   
Net cash provided by financing activities  226,087   166,500 
         
Effect of foreign exchange on cash  5,158   —   
         
Change in cash  3,980   87,960 
Cash, beginning of year  28,534   84 
Cash, end of year $32,514  $88,044 
         
Supplemental Cash Flow information        
Cash paid for interest $—    $—   
Cash paid for income taxes $—    $—   
         
Non-Cash transactions        
Common stock issued for investment $—    $650,000 
Common stock issued for Conversion of notes payable $208,750  $—   
Common stock issued for prepaid expenses $—    $100,000 
Common stock issued for Conversion of Series C Preferred stock liability $128,625  $—   
Discount issued on convertible debt $68,000  $—   
Settlement of derivative liability upon conversion of notes payable $310,621  $—   

 
    Preferred Stock    Common Stock    Common Stock to be issued    Additional Paid-in Capital    Accumulated
Deficit		    Total
Equity  		 
    Shares    Amount    Shares    Amount    Shares    Amount             
                                     
 Balance, December 31, 2019  30,000,000  $30,000   54,830,680  $54,831   —    $—    $1,897,521  $(2,062,802) $(80,450)
 Net loss  —     —     —     —     —     —         (15,067)  (15,067)
 Balance, March 31, 2020  30,000,000   30,000   54,830,680   54,831   —     —     1,897,521   (2,077,869)  (95,517)
                                     
 Balance, December 31, 2020  30,000,000  $30,000   139,930,680  $139,931   20,000,000  $20,000  $6,260,122  $(5,959,540) $490,513 
                                     
 Common stock to be issued for services  —     —     10,000,000   10,000   (5,000,000)  (5,000)  330,000   —     335,000 
 Common stock for prepaid expenses  —     —     1,176,471   1,176   —     —     98,824   —     100,000 
 Common stock to be issued for license agreement  —     —     15,000,000   15,000   —     (15,000)  —     —     —   
 Common Stock issued for cash proceeds  —     —     749,999   750   —     —     44,250   —     45,000 
 Common stock issued for investment  —     —     10,833,333   10,833   —     —     639,167   —     650,000 
 Net loss  —     —     —     —     —     —     —     (782,767)  (782,767)
 Balance, March 31, 2021  30,000,000   30,000   177,690,483   177,690   15,000,000   —     7,372,363   (6,742,307)  837,746 

See the accompanying notes to these unaudited consolidated financial statements.statements

7 
8 
 

ECO INNOVATION GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS 
For the Three Months Ended March 31, 2021 and 2020
(Unaudited)

 
  For the Three Months Ended March 31,
  2021 2020
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net loss $(782,767) $(15,067)
Adjustments to reconcile net loss to net cash        
used by operating activities:        
Amortization of debt discount  15,071   19,891 
loss on sale of investment  3,924   —   
Derivative (gain) loss  (7,378)  (48,129)
Stock based compensation  335,000   —   
Changes in operating assets and liabilities        
Prepaid expenses  16,667   —   
Accounts payable and accrued expenses  340,943   43,059 
Net cash used by operating activities  (78,540)  (246)
         
CASH FLOWS FROM INVESTING ACTIVITIES:        
Proceeds from sale of investment  —     —   
Net cash provided by investing activities  —     —   
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
Proceeds from convertible debenture  121,500   —   
Proceeds from sale of common stock  45,000   —   
Proceeds from convertible notes payable, related party  —       
Net cash provided by financing activities  166,500   —   
         
Change in cash  87,960   (246)
Cash, beginning of year  84   246 
Cash, end of Quarter $88,044  $—   
         
Supplemental Cash Flow information        
Cash paid for interest $—    $—   
Cash paid for income taxes $—    $—   
         
Non-Cash transactions        
Common stock issued for investment $650,000  $—   
Common stock issued for prepaid expenses $100,000     

 See the accompanying notes to these unaudited consolidated financial statements.

8 

ECO INNOVATION GROUP, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

For Thethe Three Months Ended March 31, 20212022

(Unaudited)

NOTE 1. NATURE OF OPERATIONS

 

Eco Innovation Group, Inc. (the “Company”“Company,” “we,” “our,” or “Eco Innovation Group”), was originally incorporated in the State of Nevada on March 5, 2001 as under the name of Dig-It Underground, Inc., a Nevada corporation that initially and operated as an underground cable contractor. On September 29, 2008, the Company entered intoacquired a share exchange agreement withpartial interest in the high-end beauty salon business of Haydin Group Enterprises a sole proprietorship,of Texas and concurrently resolved to wind downdiscontinued its cable installation business.

By virtue of the share exchange agreement, the Company acquired an interest in Haydin’s salon equipment, office equipment, lease assignments for salon locations, reception office equipment, salon stations, and remodeled salon facilities that included upgraded and permitted electrical, plumbing and signage. The Company’s business focused on the operation of a string of high-end beauty salons in the Cedar Hill, Texas area.

On September 1, 2011, the Company entered intoacquired a share exchange agreement withpartial interest in the art licensing and sales business of Get Down Art, LLC, a Nevada limited liability company. The consummation of the share exchange provided the Company with original art and agreements with artists with licensing agreements with businesses. The Company acquired art inventory, accounts receivable, office leasing and build out. The Company resolved to unwind its previous acquisition of Haydin Group Enterprises, Inc., dated September 29, 2008.

On August 30, 2012, the Company acquired the remaining outstanding interests of Haydin Group Enterprises as a wholly owned subsidiary of the Company through a share exchange agreement wherein the Company issued fifty million shares of its common stock in exchange for all of the legal right title and interest in the assets of Haydin Group Enterprises. Haydin Group Enterprises owned a chain of high-end beauty salons that focused on skin and hair care and nail care. Haydin also promoted sales of beauty supplies and products and sold to other salons in Texas. The Haydin beauty salons retained highly trained experienced cosmetologists who had a long history with the business.agreement. Concurrently, the Company discontinued its business with Get Down Art, LLC and resolved to unwind that acquisition.

On January 5, 2016, the Company acquiredentered the natural healing and chiropractic business in Texas by acquiring Expressions Property Limited, LP, a Texas limited partnership, and Expressions Chiropractic and Rehab Center, PA, a Texas professional association, pursuant to share exchange agreements. These acquisitions allowedEffective September 30, 2018, the Company to enter theterminated its beauty salon business and natural healing and chiropractic business in Cedar Hillby terminating and North Richland Hills, Texas.

Effective June 30, 2018, the Company resolved and agreed to spin out Haydin Group Enterprises, Expressions Property Limited, LP and Expressions Chiropractic and Rehab Center, PA as private entities and thereby unwinding the shareshares exchange agreements entered into on August 30, 2012 with Haydin Group Enterprises and January 5, 2016 respectively.

On July 1, 2018,with Expressions Property Limited and Expressions Chiropractic and Rehab Center. At the same time, the Company approvedbegan a reverse split of its common stock in a ratio of 1:1,000; a change of the Company’s name to Eco Innovation Group, Inc.; and the change of the Company’s trading symbol. The reverse split of the Company’s common stock was effective August 29, 2018. The Company was an innovation incubator platform from 2018 until early 2020 thatbusiness line focusing on developing a morethe development of an affordable fire, hurricane and earthquake resilient steel building framing system.

On August 19, 2019, the Company incorporated Steel Hemp Homes Inc. in the state of California as a wholly owned subsidiary.subsidiary to run the steel building frame business as a separate division. On July 1, 2018, the Company approved a reverse split of its common stock in a ratio of 1:1,000; a change of the Company’s corporate name to Eco Innovation Group, Inc.; and the change of the Company’s trading symbol to ECOX. The reverse split of the Company’s common stock was effective August 29, 2018.

 

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On February 12,28, 2020, Julie Otey-Raudes was appointed asour current CEO and Presidentcontrolling Stockholder, Julia Otey-Raudes, took over management and control of the Company upon John English’s resignation. She alsocompany, initiating a new business plan and winding down the previous business. In the related change of control transaction, Ms. Otey acquired 30,000,000 shares of super-voting Preferred Series A Preferred Stock,stock on February 28, 2020, which represent all of the authorized and outstanding preferred stockSeries A Preferred Stock and a voting interest of approximately 94% of the Company.Company’s outstanding voting stock.

Under its business plan implemented in February 2020, the Company is an innovation incubator platform devoted to globally important paradigm shifts in technology, sustainable and carbon negative products development and practical deployment worldwide.  

On February 20, 2020, the Company filed an increase in authorized shares with the Secretary of State of Nevada. The totalincreased its authorized common shares are increased to 500,000,000with a par value $0.001,of $0.001, on December 21, 2021, the Company increased its authorized common shares to 1,000,000,000with a par value of $0.001, and preferred shares maintained at 50,000,000 authorized.

On August 6, 2020,on April 1, 2022, the Company amendedincreased its articlesauthorized common shares to 2,000,000,000with a par value of incorporation with an effective date $0.0001.

The Company has authorized 50,000,000 shares of July 23, 2020, to create a new class Preferred Stock, of preferred stock,which 30,000,000shares have been designated the “Series B Convertible Preferred Stock” and to rename the existing preferred stock as the “Series Series A Convertible Preferred Stock”. As a result, the Company has two classes ofStock, with 30,000,000 shares of preferred stock,issued and outstanding, and 1,000,000 million shares have been designated “Series A Convertible Preferred Stock” and “Series B Convertible Preferred Stock”. The Company has designated 30,000,000 shares ofas Series AC Convertible Preferred Stock, of which 30,000,000with 167,500 shares have been issued and are outstanding. Holders of Series A Convertible Preferred Stock hold rights to vote on all matter requiring a shareholder vote at 100 common shares vote equivalent for each share of Series A Convertible Preferred Preferred Stock held. As of the date of this filing, our CEO, CFO, board chair and sole director, Julia Otey-Raudes, is the sole holder of the 30,000,000 Series A Convertible Preferred Stock outstanding. There are no shares of Series B Convertible Preferred Stock issued or outstanding.

 

On October 4, 2021, Eco Innovation Group, Inc. (the "Company") entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Spruce Construction, Inc., an Alberta Business Corporation (“Spruce Construction”) and Timothy Boetzkes ("Boetzkes"), a resident of the Province of Alberta, Canada and the sole shareholder of Spruce Construction, pursuant to which, the Company, Boetzkes and Spruce Construction agreed to effect an asset purchase agreement for existing construction equipment and form a new Canadian engineering and construction company in Canada, Spruce engineering & Construction Inc. The Company will own 85% of the voting interests of Spruce Engineering & Construction Inc., with Boetzkes owning 10% and Patrick Laurie 5%. See Note 6 – Acquisition for more information.

On January 4, 2022, the Company formed a subsidiary, ECOX Spruce Construction, Inc., a California corporation (“ECOX Spruce Construction”), for the purpose of starting a green construction division. On January 25, 2022, Eco Innovation Group, Inc. (the "Company"), through its California subsidiary ECOX Spruce Construction , entered into a staffing and administrative services agreement (the “Construction Services Agreement”) with Blueprint Construction, a licensed California general contractor (“Blueprint Construction”) and Edgar E. Aguilar ("Aguilar"), a resident of California and the principal of Blueprint Construction, pursuant to which, Blueprint Construction, Aguilar and ECOX Spruce Construction agreed that ECOX Spruce Construction will oversee the operation of Blueprint’s construction business in California. Under the Company’s existing LOI with Aguilar, Blueprint Construction will own 20% of the equity interests of ECOX Spruce Construction Inc., and the Company will own 80

Under the Construction Services Agreement, the Company agreed to manage all of Blueprint Construction’s contracting business on behalf of Blueprint Construction, for a renewable term of one year. Through ECOX Spruce Construction, the Company will provide all necessary corporate administration, shared services, compliance needs, construction staffing placement, general business infrastructure and support necessary for Blueprint’s performance under its general contracting and subcontracting projects as Blueprint’s exclusive provider of such services. Blueprint’s current active projects consist of a subcontracting agreement to renovate U.S. military base facilities, with a job value of $136,000. The Construction Services Agreement provides that ECOX Spruce Construction will receive a management fee equal to twenty percent (20%) of all collected cash revenues from Blueprint’s business.

Under its business plan implemented in February 2020, the Company is an innovation incubator platform devoted to initially develop a revolutionary Power Booster for your homeglobally important paradigm shifts in technology, sustainable and office that will reduce electric billscarbon negative products development and other energy saving related technologies. practical deployment worldwide. The Company seeks to license and develop innovative technologies in the sustainable and renewable energy field.

Accounting policies and procedures are listed below. The Company has adopted a December 31 year-end.

 

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Accounting Basis

 

The Company has prepared the financial statements in accordance with accounting principles generally accepted in the United States of America (GAAP).

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Eco Innovation Group, Inc. and the accounts of its 85% owned subsidiary, Spruce Construction, Inc, and its 80% owned subsidiary, Ecox Spruce Construction, Inc. All intercompany transactions and balances have been eliminated in consolidation.

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with original maturities of three months or less as cash equivalents. As of March 31, 2021, December 31, 2020,2022, and December 31, 2019,2021, the Company had0 cash or cash equivalent balances in excess of federally insured amounts. The Company’s policy is to invest excess funds in only well capitalized financial institutions.

 

Accounts Receivable

Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus, trade receivables do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition.

Investments, Cost Method

The Company accounts for certain investments using the cost method of accounting when it is determined that the investment provides the Company with little or no influence over the investee. Under the cost method of accounting, the investment is measured at cost, adjusted for observable price changes and impairments, with changes recognized in net income. The investments are subject to qualitative assessment for indicators of impairments. During the quarter ended March 31, 2022, the Company recognized an impairment of $33,898 on the cost method investment.

Earnings per share

 

Basic Earnings Per Share (EPS) is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS includes the potential dilution that could occur if options or other contracts to issue commonstockwereexercised or converted.As of March 31, 2022, the Company had potentially dilutive instruments in the amount of 2,255,222,921 shares from convertible debt, and 6,000,000 from outstanding warrants. As of March 31, 2022 all of the outstanding potentially dilutive instruments were anti-dilutive as a result of the Company’s net losses.

Business Combination

The Company applies the provisions of the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations, in accounting for its acquisitions. It requires the Company to recognize separately from goodwill the assets acquired and the liabilities assumed, at the acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the acquisition date fair values of the net assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, its estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations.

 

 

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The Company has not issued any options or warrants or similar securities since inception.

Goodwill Impairment

 

We test goodwill at least annually for impairment at the reporting unit level. We recognize an impairment charge if the carrying amount of a reporting unit exceeds its fair value. When a portion of a reporting unit is disposed, goodwill is allocated to the gain or loss on disposition based on the relative fair values of the business or businesses disposed and the portion of the reporting unit that will be retained. The Company impaired $0 of goodwill for the quarter ended March 31, 2022.

Long-Lived Assets

 

The Company’s long-lived assets, including intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. During the quarter ended March 31, 2021, and the yearsyear ended December 31, 2020 and 2019,2021, the Company evaluated long lived assets for impairment and determined no impairment of $1,050,000 on the intangible assets was necessary.necessary for the year ended December 31, 2021.

 

Derivative Financial Instruments

 

The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The Company used a Black Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

 

Fair Value Measurements

 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted price in active markets for identical assets or liabilities (Level (Level 1 measurements) and the lowest priority to unobservable inputs (Level (Level 3 measurements). These tiers include:

 

·Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;
·Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
·Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

·Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

·Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

·Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. We measure our investment in marketable securities at fair value on a recurring basis. The Company’s trading securities are valued using inputs observable in active markets and are therefore classified as Level 1 within the fair value hierarchy. Investments and derivative liabilities are valued on a recurring basis.

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The following summarizes the fair value of assets and liabilities measured on a recurring basis:

 

March 31, 2021
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis        
 March 31, 2022
 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Assets                
Investments $—     $—     $—     $—     $—    $—    $—   $—  
Liabilities                        
Derivative liability  —     —     118,729   118,729   —     —     5,766,832   5,766,832 

  December 31, 2021
  Level 1 Level 2 Level 3 Total
Assets        
Investments $—    $—    $—    $—   
Liabilities        
Derivative liability  —     —     2,328,234   2,328,234 

 

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December 31, 2020
  Level 1 Level 2 Level 3 Total
Assets        
Investments $—     $—     $—     $—    
Liabilities        
Derivative liability  —     —     92,138   92,138 

Stock- Based Compensation

 

Stock-based compensation is computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718. FASB ASC 718 requires all share-based payments to employees and non- employees be recognized as compensation expense in the consolidated financial statements based on their f airfair values. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). As of March 31, 2022 and December 31, 2021, the Company hashad not adopted a Stock Option Plan and hashad not issued any options. On May 2, 2022, a majority representing 90% of the Company’s issued and outstanding voting stock approved the Eco Innovation Group, Inc. 2022 Stock Incentive and Equity Compensation Plan. As of the date of this quarterly report, no options have been issued under the plan.

 

Property, Plant and Equipment

 

Fixed assets are carried at cost. Depreciation is computed using the straight-line method of depreciation over the assets’ estimated useful lives. Maintenance and repairs are charged to expense as incurred; major renewals and improvements are capitalized. When items of fixed assets are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in income.

 

Income Taxes

 

The provisionCompany accounts for income taxes isusing the totalasset and liability approach that requires the recognition of deferred tax assets and liabilities for the current taxes payable and the netexpected future tax consequences of the changeevents that have been recognized in the deferred income taxes. Provision is made forCompany’s financial statements or tax returns. In estimating future tax consequences, the deferred income taxes where differences exist between the period in which transactions affect current taxable income and the period in which they enter into the determinationCompany generally considers all expected future events other than enactments of net incomechanges in the financial statements.

Revenue Recognitiontax law. For deferred tax assets, management evaluates the probability of realizing the future benefits of such assets. The Company establishes valuation allowances for its deferred tax assets when evidence suggests it is unlikely that the assets will be fully realized.

 

The Company recognizes the tax effects of an uncertain tax position only if it is more likely than not to be sustained based solely on its technical merits as of the reporting date and then only in an amount more likely than not to be sustained upon review by the tax authorities. Income tax positions that previously failed to meet the more likely than not threshold are recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more likely than not threshold are derecognized in the first subsequent financial reporting period in which that threshold is no longer met. The Company classifies potential accrued interest and penalties related to unrecognized tax benefits within the accompanying consolidated statements of operations and comprehensive income (loss) as income tax expense. 

Advertising

Advertising costs are expensed when incurred.

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Revenue Recognition

Effective January 1, 2018, the Company recognizes revenue in accordance with Accounting Standards Codification 2014- 09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific revenue recognition guidance throughout the Industry Topics of the Accounting Standards Codification. The updated guidance states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also provides for additional disclosures with respect to revenues and cash f lows arising from contracts with customers. The standard will be effective forf or the first interim period within annual reporting periods beginning after December 15, 2017, and the Company adopted the standard using the modified retrospective approach effective January 1, 2018.

 

AtUnder the new revenue standards, the Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods. The Company recognizes revenues following the five-step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation. The Company recognized revenue from the sale of services at the time of each transaction, management assesses whetherin which the fee associated withservices are delivered pursuant to the transaction is fixed or determinable, and whether or not collection is reasonably assured. The assessment of whether the fee is fixed or determinable is based upon the payment terms of the transaction. Collectability is assessed based on a number of factors, including past transaction history with the client and the creditworthiness of the client.contract.

 

On August 25, 2020,The Company had $116,605 in revenues during the Company signed a Master Outsourcing Contract Manufacturing Agreement with Eco-Gen, pursuantquarter ended March 31, 2022 and $0 in revenues during the quarter ended March 31, 2021, all related to which the Company, as Manufacturer, will produce products for Eco-Gen, as Buyer. The Master Outsourcing Contract Manufacturing Agreement with Eco-Gen is a related party transaction insofar as our CEO and controlling Stockholder, Julia Otey-Raudes, is a director of Eco-Gen.construction projects in its subsidiaries.

 

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Other Comprehensive Income (Loss)

 

Recently Issued Accounting PronouncementsOther comprehensive income (loss) includes foreign currency translation gains and losses. The cumulative amount of translation gains and losses are reflected as a separate component of stockholders’ equity (deficit) in the consolidated balance sheets, as accumulated other comprehensive income.

 

Reclassification

Management does not believe that any recently issued but not yet adopted accounting willCertain reclassifications have a material effect onbeen made to the Company’s results of operation or onprior year financial statements to conform to the reported amounted of its assets and liabilities upon adoption.current year presentation.

NOTE 2. GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

 

The accompanying unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statements, the Company had net losses since inception during the quarter ended March 31, 2022 and the year ended December 31, 2021and an accumulated deficit at March 31 2021., 2022. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. Management’s plans are to obtain additional financing in the debt and equity markets while it develops its business model. The Company’s existence is dependent upon management’s ability to develop profitable operations and to obtain additional funding sources. There can be no assurance that the Company’s financing efforts will result in profitable operations or the resolution of the Company’s liquidity problems. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

 

NOTE 3. RECENTLY ISSUED ACCOUNTING STANDARDS

Management does not believe that any recently issued but not yet adopted accounting will have a material effect on the Company’s results of operation or on the reported amounted of its assets and liabilities upon adoption.

In August 2020, the FASB issued ASU 2020-06, Debt -Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40):Accounting for Convertible Instruments and Contracts in an Entity's Own Equity). ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock, which results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Additionally, ASU 2020-06 affects the diluted earnings per share calculation for instruments that may be settled in cash or shares and for convertible instruments and requires enhanced disclosures about the terms of convertible instruments and contracts in an entity's own equity. ASU 2020-06 allows entities to use a modified or full retrospective transition method and is effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is evaluating the impact that this ASU may have on its consolidated financial statements.

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NOTE 4. STOCKHOLDERS’ EQUITY (DEFICIT)

 

Preferred Stock

The Company has two classesauthorized 50,000,000 shares of shares of preferred stock, designated “Series A Convertible Preferred Stock” and “Series B Convertible Preferred Stock”. The Company has designated 50,000,000 shares of Preferred Stock, of which 30,000,000shares have been designated as Series A Convertible Preferred Stock, with 30,000,000 shares issued and outstanding. outstanding, and 1,000,000 million shares have been designated as Series C Convertible Preferred Stock, with 98,750 shares issued and outstanding as of March 31, 2022.

Holders of Series A Convertible Preferred Stock hold rights to vote on all matter requiring a shareholder vote at 100 common shares vote equivalent for each share of Series A Convertible Preferred Preferred Stock held. As of the date of this filing, our CEO, CFO, board chair and sole director, Julia Otey-Raudes, is the sole holder of the 30,000,000 Series A Convertible Preferred Stock outstanding. As

The Series C Convertible Preferred Stock, with 1,000,000 shares authorized and 98,750 issued and outstanding at March 31, 2022, has no voting rights, has a Stated Value of May 13,$1.00 per share, and with a par value of $0.001 per share, is redeemable after issuance by the Company at various increased prices at time intervals up to the 6-month anniversary of issuance and is mandatorily fully redeemable on the 12-month anniversary of issuance. The Series C Preferred Stock is convertible by the holder into our common shares, commencing on the 6-month anniversary of issuance at a 37% discount to the public market price.

On July 15, 2021, the filing date of this Quarterly Report, there are noCompany designated 1,000,000 shares of Series BC Convertible Preferred Stock. The Series C Convertible Preferred Stock issuedranks senior to the common stock with respect to dividends and right of liquidation and has no voting rights. The Series C Convertible Preferred Stock has a 10% cumulative annual dividend. In the event of default, the dividend rate increases to 22%. The Company may not, with consent of a majority of the holders of Series C Convertible Preferred Stock, alter or outstanding,changes the rights of the Series C Convertible Preferred Stock, amend the articles of incorporation, create any other class of stock ranking senior to the Series C Convertible Preferred Stock, increase the authorized shares of Series C Convertible Preferred Stock, or liquidate or dissolve the Company. Beginning 180 days from issuance, the Series C Convertible Preferred Stock may be converted into common stock at a price based on 63% of the average of the two lowest trading prices during the 15 days prior to conversion. The Company may redeem the Series C Convertible Preferred Stock during the first 180 days from issuance, subject to early redemption penalties of up to 35%. The Series C Convertible Preferred Stock must be redeemed by the Company 12 months following issuance if not previously redeemed or converted. Based on the terms of the Series C Convertible Preferred Stock, the Company determined that the preferred stock is mandatorily redeemable and none were outstandingwill be accounted for as a liability under ASC 480.

During the quarter ended March 31, 2022, the Company entered into no purchase agreements for Series C Convertible Preferred Stock with Geneva Roth Remark Holdings. As of March 31, 20212022, the Company owes $4,054 in accrued dividends, reflected as interest expense, and December 31, 2020.the carrying value of the Series C Preferred stock was $92,473, net of unamortized discount of $6,277. $122,500 of Series C Convertible Preferred Stock and accrued dividends of $6,125 were converted into 67,414,457 shares of common stock.

 

Common Stock

 

The Company has 500,000,0002,000,000,000 shares of $0.001 0.0001 par valuecommon stock authorized.

On November 15, 2020, the Company agreed to issue 2,500,000 shares of common stock to Patrick Laurie for $0.066 per share as compensation for services on the Company’s Advisory Board. The Company recognized expense of $165,000 related to the shares, which were issued in January 2021.

On December 17, 2020, the Company agreed to issue 2,500,000 shares of common stock to Demitri Hopkins for $0.008 per share as compensation for services on the Company’s Advisory Board. The Company recognized expense of $200,000 related to the shares, which were issued in January 2021. The Company also agreed to compensate the Advisory board member with cash payments of $60,000 per year.authorized.

On December 16, 2020, the Company entered into a technology license agreement with Glytech LLC, a company of which Demitri Hopkins is an equity interest holder. The agreement awarded Glytech LLC 15,000,000 shares of common stock upon execution, and an additional 15,000,000 shares upon completion of a working prototype of a new technology product based on the licensed technology by March 31, 2021. The protype has not yet been completed, but Glytech may still earn the additional 15,000,000 shares once completed. Additionally, upon completion of the working prototype, the Company will pay $150,000 of cash, due within six months of the milestone completion. The Company will be a royalty of 10% to Glytech on all net sales of any device incorporating the licensed technology. The initial shares to be awarded were valued at $1,050,000 based on the fair value of the common stock at the agreement date and were recorded as an indefinite-lived intangible asset. The shares were issued in January 2021.

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During the three monthsquarter ended March 31, 2021,2022, the Company issued 749,99934,000,000 shares of common stock in exchange for cash proceeds of $45,000.$167,900 under the Company’s current Regulation A offering.

During the quarter ended March 31, 2022, 89,769,190 shares of common stock were issued by the Company for the conversion of $210,472 in principal and interest of a convertible note.

During the quarter ended March 31, 2022, $122,500 of Series C Convertible Preferred Stock and accrued dividends of $6,125 were converted into 67,414,457 shares of common stock.

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NOTE 5.  ACQUISITION

Asset Purchase Agreement

 

On January 6,October 4, 2021, Eco Innovation Group, Inc. (the "Company") entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Spruce Construction, Inc., an Alberta Business Corporation (“Spruce Construction”) and Timothy Boetzkes ("Boetzkes"), a resident of the Province of Alberta, Canada and the sole shareholder of Spruce Construction, pursuant to which, the Company, Boetzkes and Spruce Construction agreed to effect an asset purchase agreement for existing construction equipment and form a new Canadian engineering and construction company in Canada. The Company entered into the Asset Purchase Agreement for the purpose of launching a green construction division in Alberta, Canada.

Under the Asset Purchase Agreement, the Company agreed to issue 5,000,000pay Boetzkes one million shares of the Company’s restricted common stock and approximately $104,000 CAD in cash over the next 12 months for substantially all of the assets and business of Spruce Construction, consisting of vehicles, tools and equipment for the construction industry, the Spruce Construction name, and the existing book of construction business of Spruce Construction. Pursuant to SaraLynn Mandell for $0.067 per share as compensation for services onthe Asset Purchase Agreement, the Company, Boetzkes and Patrick Laurie, the CEO of the Company’s Advisory Board.Canadian technology subsidiary, ECOIG Canada, have formed a new Alberta Business Corporation to own and deploy the construction assets, named Spruce Engineering & Construction Inc. The Company recognized expensewill own 85% of $335,000 relatedthe voting interests of Spruce Engineering & Construction Inc., with Boetzkes owning 10% and Patrick Laurie 5%.

The closing of the Asset Purchase Agreement was subject to the shares, which were issuedsatisfaction or waiver of customary conditions to closing, as disclosed in Februarythe term sheet for the project disclosed by the Company and filed as Exhibit 10.1 in the Company’s Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on August 11, 2021. The Company also agreed to compensateis accounting for the Advisory board member with cash paymentsacquisition as a business combination under the guidance of $60,000 per year.ASC805.

 

On February 3, 2021,April 21, 2022, the Company issued 1,176,471 sharesentered into an amendment number one to the Asset Purchase Agreement with Boetzkes and Spruce Construction, to extend the due date for business reimbursement payments in the amount of approximately $56,000 due to Boetzkes and Spruce Construction under the Asset Purchase Agreement. Under the Asset Purchase Agreement the $56,000 payment was due at 6 months after closing, and pursuant to the April 21, 2022 amendment, that payment is now due at 12 months after the closing date, or October 3, 2022.

Lock-Up Leak-Out Agreement

On October 4, 2021, in connection with the Asset Purchase Agreement, Boetzkes entered into a Lock-Up and Leak-Out Agreement with the Company pursuant to which, among other thing, such shareholder agreed to certain restrictions regarding the resale of the common stock forissued pursuant to a consultantthe Asset Purchase Agreement for investor relations services to be provided over a period of one year.six months from the date of the Asset Purchase Agreement, as more fully detailed therein.

Shareholders Agreement

 

On March 1,October 4, 2021, in connection with the Asset Purchase Agreement, the Company entered into a Share Exchangeshareholders agreement (the “Shareholders Agreement”) with Timothy Boetzkes and Patrick Laurie. Under the Shareholders Agreement, with Marijuana CompanyPatrick Laurie agreed to serve as the Chief Executive Officer and Timothy Boetzkes agreed to serve as the Chief Operating Officer of America,Spruce Engineering & Construction Inc., a Utah corporation quoted on OTC Markets Pink (“MCOA”) dated February 26, 2021, to acquire the number The Shareholders Agreement provides for certain terms of shares of MCOA’s common stock, par value $0.001, equal in value to $650,000 basedgovernance, restrictive covenants including confidentiality and noncompetition, and transfer restrictions on the closing priceparties’ equity with regards to Spruce Engineering & Construction Inc.

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Employment Agreements

On October 4, 2021, in connection with the Asset Purchase Agreement, Spruce Engineering & Construction Inc., of which the Company is the 85% voting equity holder, entered into employment agreements (the “Employment Agreements”) with Timothy Boetzkes and Patrick Laurie, pursuant to which Patrick Laurie shall serve as the Chief Executive Officer and Timothy Boetzkes shall serve as the Chief Operating Officer of Spruce Engineering & Construction Inc. Ancillary to the Employment Agreements, Boetzkes and Laurie also entered into restricted stock award agreements governing their minority equity stakes in Spruce Engineering & Construction Inc., which provide for the trading day immediately preceding the effective date, in exchange for the number of shares of Company common stock, par value $0.001, equal in valuea repurchase option allowing Spruce Engineering & Construction Inc. to $650,000 based on the per-share price of $0.06 (the “Share Exchange Agreement”). For both parties, the Share Exchange Agreement contains a “true-up” provision requiring the issuance of additional common stockclawback equity in the event thatof the employees’ for-cause termination.

The acquisition of Spruce Construction is being accounted for as a decline inbusiness combination under ASC 805. The Company is continuing to gather evidence to evaluate what identifiable intangible assets were acquired, such as a customer list, and the marketfair value of either parties’ common stock should cause the aggregate value of the stock acquired pursuanteach, and expects to the Share Exchange Agreement to fall below $650,000. The Company issued 10,833,333 shares of its Company stock pursuant to this agreement, and holds 41,935,484 shares of MCOA stock.

Additionally, the Share Exchange Agreement requires that for a two year period following execution, each company is required to issue additional shares of its common stock shouldfinalize the fair value of the initial shares issued to each respective party fall below $650,000, based onacquired assets within one year of the closing trading price at each fiscal quarter, each Company will issue such additional shares to ensure theacquisition date. 

The aggregate preliminary fair value of such shares issued be $650,000.consideration for the Spruce Construction acquisition was as follows:

Schedule of preliminary Fair value Acquisition  
  Amount
Notes payable issued to seller  103,698 
1,000,000 shares of common stock  23,000 
Noncontrolling interest  22,000 
Total preliminary consideration transferred $148,698 

During the quarter ended March 31, 2022, the Company has paid $0 against the note payable due on October 3, 2022.

 

ComplementaryThe following information summarizes the preliminary allocation of the fair values assigned to the Share Exchange Agreement,assets acquired and liabilities assumed at the acquisition date:

Schedule Of Recognized Identified Assets Acquired And Liabilities
Accounts Receivable$30,577
Trucks41,974
Goodwill103,188
 Vehicle Note Payable(27,041)
 Net assets acquired$148,698

As a result of the acquisition, The Company and MCOA entered into a Lock-Up Agreement dated February 26, 2021 (the “Lock-Up Agreement”)recognized goodwill of $103,188, providing thatrepresenting the shares of common stock acquired pursuant todifference between the Share Exchange Agreement shall be subject to a lock-up period preventing its sale for a period of 12 months following issuance, and limiting the subsequent sale to aggregate maximum sale value of $20,000 per week, or $80,000 per month.the acquired business, the assets acquired, and the initial noncontrolling interest of $22,000, representing 15% of the total value of the business that was not acquired by the Company.

 

NOTE 6. RELATED PARTY TRANSACTIONS

 

NOTE 4- RELATED PARTY TRANSACTIONS

On Accrued officer compensation as of March 1, 2016,31, 2022 and December 31, 2021 was $393,400and $381,800 related to services rendered by the Company executed two convertible notes of $4,902 each with former executives of the Company. These notes are each convertible into 50,000,000 shares of common stock. These notes are non-interest bearing. On October 14, 2019, one of these notes converted into 50,000,000 shares of common stock.Company’s Chief Executive officer.

 

NOTE 7. CONVERTIBLE NOTES

 

NOTE 5. CONVERTIBLE NOTESConvertible Notes Payable

 

On March 22, 2021, the Company entered into a convertible promissory note agreement with Claudia Villalta for the issuance of a convertible promissory note with a principal balance of $30,000. The Company hasnote carries a $12,500 loan due to Robert L. Hymers III. The loan bears10% interest at 10%rate per annum and is convertible at a fixed price of $0.06 a share into a total of 500,000 common shares. Due to 5,000,000 sharesthe variable conversion feature on the other notes, this note is tainted with no net share settlement available, the note conversion feature was bifurcated from the note and recorded as a derivative liability.

On June 4, 2021, the Company entered into a securities purchase agreement (the “Labrys SPA”) with Labrys Fund, LP (“Labrys”), pursuant to which the Company issued a 12% promissory note (the “Labrys Note”) with a maturity date of June 3, 2022 (the “Labrys Maturity Date”), in the principal sum of $1,000,000. Pursuant to the terms of the Labrys Note, the Company agreed to pay to $225,000 (the “Principal Sum”) to Labrys and to pay interest on the principal balance at the rate of 12% per annum. The Labrys Note carries an original issue discount (“OID”) of $22,500. Accordingly, on the Closing Date (as defined in the Labrys SPA), Labrys paid the purchase price of $202,500 in exchange for the Labrys Note. Labrys may convert the Labrys Note into the Company’s common stock (subject to the beneficial ownership limitations of 4.99% equity blocker upon demand.in the Labrys Note) at any time at a fixed conversion price equal to $0.023 per share but can be reset if the Company issues instruments at a lower price. The Company also has a $21,000 loan to Robert L. Hymers III,paid $14,650 of deferred financing costs which bears interest at 10% and is convertible at an exercise price of 65%are amortized through the maturity date of the lowest tradednote. During the quarter ended March 31, 2022 the company made payments of $77,000, reducing the outstanding note balance to $148,000. Due to the dilutive issuance clauses on the conversion price, the note conversion feature was bifurcated from the note and recorded as a derivative liability. During the three months ended March 31, 2022, $139,500 of principal and $27,000 in accrued interest was converted into 54,369,190 shares of common stock. In addition the Company’s stock forcompany repaid $8,500 in principal to settle the 15 days prior to conversion. The Company also has a $40,000 loan due to Robert L. Hymers III, which bears interest at 10% and is convertible at an exercise price of 65% of the lowest traded price of the Company’s stock for the 15 days prior to conversion.

note in full.

 

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On December 9, 2019,August 23, 2021, the Company executedentered into a convertiblesecurities purchase agreement (the “Blue Lake SPA”) with Blue Lake Partners, LLC (“Blue Lake”), pursuant to which the Company issued a 12% promissory note (the “Blue Lake Note”) with Pinnacle Consulting Services Inc.a maturity date of August 23, 2022 (the “Blue Lake Maturity Date”), in the principal sum of $150,000. Pursuant to the terms of the Blue Lake Note, the Company agreed to pay to $150,000 (the “Principal Sum”) to Blue Lake and to pay interest on the principal balance at the rate of 12% per annum. The Blue Lake Note carries an original issue discount (“OID”) of $15,000. Accordingly, on the Closing Date (as defined in the Blue Lake SPA), Blue Lake retained an additional $9,450 of legal fees and paid the purchase price of $125,500 in exchange for $40,000 which matured on June 9, 2020. This note bears interest at 5% per annum, which is convertiblethe Blue Lake Note. Blue Lake may convert the Blue Lake Note into shares of the Company’s common stock (subject to the beneficial ownership limitations of 4.99% in the Blue Lake Note) at any time at a fixed conversion price equal to $0.02 per share but can be reset if the Company issues instruments at a lower price. Due to the dilutive issuance clauses on the conversion price, the note conversion feature was bifurcated from the note and recorded as a derivative liability. During the three months ended March 31, 2022, $42,250 of principal was converted into 16,900,000 shares of common stock.

The note is convertibleCompany may prepay the Blue Lake Note at any time prior to the date that an Event of Default (as defined in the Blue Lake Note) occurs at an amount equal to 100% of the Principal Sum then outstanding plus accrued and unpaid interest (no prepayment premium) plus $7530.00 for administrative fees. The Blue Lake Note contains customary events of default relating to, among other things, payment defaults, breach of representations and warranties, and breach of provisions of the Blue Lake Note or Blue Lake SPA.

Upon the occurrence of any Event of Default, the Blue Lake Note shall become immediately due and payable and the Company shall pay to Blue Lake, in full satisfaction of its obligations hereunder, an amount equal to the Principal Sum then outstanding plus accrued interest multiplied by 125% (the “Default Amount”). Upon the occurrence of an Event of Default, additional interest will accrue from the date of the Event of Default at the optionrate equal to the lower of 16% per annum or the holder, into suchhighest rate permitted by law.

The Blue Lake Note requires that the Company reserve from its authorized and unissued common stock a number of fully paid and non-assessableshares equal to the greater of: (a) 11,250,000 shares of our common stock, or (b) the sum of (i) the number of shares of common stock as is determined by dividing that portionissuable upon conversion of the outstanding principal balance under the note by the Conversion Price, which is a 35% discount of the lowest reported sale price of the common stock for the 15 trading days immediately prioror otherwise pursuant to the date of conversion.

In May 2016, a consultant was awarded the right to receive 100,000,000Blue Lake Note and such additional shares of common stock. stock, if any, as are issuable on account of interest on the Note pursuant to the Blue Lake SPA issuable upon the full conversion of the Blue Lake Note (assuming no payment of the principal amount or interest) as of any issue date multiplied by (ii) one and a half. The Company is subject to penalties for failure to timely deliver shares to Blue Lake following a conversion request.

The Blue Lake SPA and the Blue Lake Note contain covenants and restrictions common with this type of debt transaction. Furthermore, the Company are subject to certain negative covenants under the Blue Lake SPA and the Blue Lake Note, which we believe are customary for transactions of this type. At March 31, 2022, we were in compliance with all covenants and restrictions.

In May 2018, this right was assigned to Heritage Funding, Inc. and John English equally in exchangeconjunction with the issuance of the Blue Lake Note, the Company issued a 5  five year warrant exercisable for $9,9038 to be paid by the Company. The promissory note was convertible into 100,000,0006,000,000 shares of common stock at a fixedan exercisable price of $0.0009. In October 2019, Heritage Funding entered into$0.025 per share subject to anti-dilution and price protection adjustments. The warrants are accounted for as a private transactionliability based on the variable number of shares issuable under outstanding convertible debt and the warrants.

During the quarter ended March 31, 2022, the fair value of new derivative liabilities on the new issuance of debt amounted to sell$68,000 upon inception, with debt discount of $68,000 recognized. The Company recognized a combined loss on the right to 45,000,000change in fair value of its 50,000,000 shares to Blue Ridge Enterprises. Also, in October 2019, Blue Ridge Enterprisesthe derivative liability and Heritage Funding converted principal into 45,000,000settlement of derivatives through payment of convertible notes of $3,563,261 during the quarter ended March 31, 2022. The Black Scholes valuation model included inputs of volatility of between 209% and 5,000,000625%, a dividend yield of 0%, risk free rate of 0.28%-2.42% and a term of between 0.5 years and 4.5 years.

Convertible notes payable are comprised of the following:

Schedule of convertible notes payable    
  March 31, December 31,
  2022 2021
Convertible note payable – Claudia Magdalena Villalta $30,000  $30,000 
Convertible note payable – Labrys $—    $148,000 
Convertible notes payable- Blue Lake Holdings $107,750  $150,000 
Total $137,750  $328,000 
Less debt discounts $(59,589) $(198,781)
Net $78,161  $129,219 
Less current portion $(78,161) $(129,219)
Long term portion $—    $—   

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As of March 31, 2022, there were 1,405,612,245 shares of common stock that may be issued under the convertible notes payable described above.

As of March 31, 2022 and December 31, 2021, unamortized debt discount was $59,589 and $198,781, respectively. During the quarter ended March 31, 2022, the Company amortized debt discount of $139,192 to interest expense. Accrued interest on convertible notes was $13,923 as of March 31, 2022.

Convertible Notes Payable – Related Parties

On March 1, 2016, the Company executed two convertible notes of $4,902each with former executives of the Company. These notes are each convertible into 50,000,000shares of common stock. These notes are non-interest bearing. On October 14, 2019, one of these notes converted into commonstock. In May 2020, Robert L. Hymers purchased half of the remaining convertible promissory note and its related conversion rights from John English in a private transaction. In May 2020, John English converted principal of $2,451$2,451 into 25,000,000 shares of common stock. The remaining principal balance owed to Robert L. Hymers of $2,451 is$2,451 was convertible into 25,000,000 shares of stock at MarchDecember 31, 2021. On January 10, 2022, the Company issued 18,500,000 shares of common stock to Hymers upon partial conversion of the principal balance of the promissory note, so that as of the date of this filing, the note is convertible into 6,500,000 shares of common stock.

 

On May 12, 2020,December 9, 2019, the Company executed a convertible note with Pinnacle Consulting Services Inc.(“Pinnacle”), which is owned by Robert Hymers, for $12,500 due$40,000 which matured on May 12, 2021.June 9, 2020. This note bears interest at 10%5% per annum, andwhich is convertible (in whole or in part),into shares of the Company’s common stock. The note is convertible at the option of the Holder,holder, into such number of fully paid and non-assessable shares of common stock as is determined by dividing that portion of the outstanding principal balance under this Notethe note by the Conversion Price, which is fixed at $0.0025 per share.a 35% discount of the lowest reported sale price of the common stock for the 15 trading days immediately prior to the date of conversion. Due to the variable conversion feature, the note conversion feature was bifurcated from the note and recorded as a derivative liability.

 

On June 30, 2020, the Company executed a convertible note with Pinnacle Consulting Services Inc. for $21,000 $21,000due on June 30, 2021. This note bears interest at 10% 10% per annum and is convertible (in whole or in part), at the option of the Holder, into such number of fully paid and non-assessable shares of common stock as is determined by dividing that portion of the outstanding principal balance under this Note by the Conversion Price, which is a 35% discount of the lowest reported sale price of the common stock for the 15 trading days immediately prior to the date of conversion. Due to the variable conversion feature, the note conversion feature was bifurcated from the note and recorded as a derivative liability.

 

On January 20, October 19, 2021, the Company entered into a securities purchase agreement dated as of January 20, 2021 with Geneva Roth Remark Holdings, Inc., providing for the issuance ofexecuted a convertible promissory note with Pinnacle, for $180,000, to settle outstanding consulting fees, due on April 19, 2022. This note bears interest at 10% per annum and is convertible (in whole or in part), at the principal amount option of $45,000. The Company received net proceedsthe Holder, into such number of $41,500. Thefully paid and non-assessable shares of common stock as is determined by dividing that portion of the outstanding principal balance under this Note by the Conversion Price of $0.0075 but can be reset if the Company issues instruments at a lower price. Due to the dilutive issuance clauses on the conversion price, the note accrues interest at the rate of 10% per annum and becomes due on January 20, 2022. The note shall be convertible into common shares of the Company at the option of the holder after 180 daysconversion feature was bifurcated from the issue date until its maturity or date of payment of principalnote and interest, atrecorded as a conversion price equal to 61% of the lowest trading price of the Company’s stock during the 20-day period preceding the day of conversion, representing a discount of 39% to the market.derivative liability.

 

On March 8, 2021, 23, 2022, the Company executed a convertible note with Robert Hymers for $55,000due on September 19, 2022. This note bears interest at 10% per annum and is convertible (in whole or in part), at the option of the Holder, into such number of fully paid and non-assessable shares of common stock as is determined by dividing that portion of the outstanding principal balance under this Note by the Conversion Price, $0.000098. On April 21, 2022, the Company and Hymers entered into a securities purchasedebt exchange agreement, dated as of March 8, 2021 with Geneva Roth Remark Holdings, Inc., providing for the issuance of a convertible promissory note in the principal amount of $53,500. The Company received net proceeds of $41,500. The principal balance of the note accrues interest at the rate of 10% per annum and becomes due on March 8, 2022. The note shall be convertible into common shares ofwhereby the Company atexchanged the option of the holder after 180 days from the issue date until its maturity or date of payment of principal and interest, at a conversion price equal to 61% of the lowest trading price of the Company’s stock during the 20-day period preceding the day of conversion, representing a discount of 39% to the market.

On March 22, 2021, the Company entered into a convertible promissory note agreement with Claudia Villalta for the issuance of a convertible promissory note with a principal balance of $30,000. The note carries a 10% interest rate per annum and is$55,000 Note convertible at a fixed priceConversion Price of $0.06$0.000098 per share for a $60,000 note convertible at $0.002 per share, into a total of 500,000 common shares.all other note terms remaining unchanged.

 

The Company determined that the conversion options in the certain of the notes discussed above met the definition of a liability in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock. The Company bifurcated the embedded conversion option in the note once the note becomes convertible and account for it as a derivative liability.

 

On March 25, 2022, the Company executed a convertible note with Alma Otey, a related party, for $23,000, due on July 13, 2022. This note bears interest at 10% per annum and is convertible (in whole or in part), at the option of the Holder, into such number of fully paid and non-assessable shares of common stock as is determined by dividing that portion of the outstanding principal balance under this Note by the Conversion Price of $0.000098 but can be reset if the Company issues instruments at a lower price. Due to the dilutive issuance clauses on the conversion price, the note conversion feature was bifurcated from the note and recorded as a derivative liability. The note requires monthly payments of $7,333.34 until the balance is paid in full.

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Convertible notes payable – related parties are comprised of the following:

 

Schedule of convertible notes payable    
  March 31, December 31,
  2022 2021
Convertible notes payable – Pinnacle Consulting Services $241,000  $241,000 
Convertible notes payable – Robert Hymers  58,153   4,875 
Convertible notes payable- Alma Otey $23,000  $—   
Total $322,153  $245,875 
Less debt discounts $(93,092) $(107,802)
Net $229,061  $138,073 
Less current portion $(229,061) $(138,073)
Long term portion $—    $—   

During the three months ended March 31, 2021, the fair value of new derivative liabilities on the new issuance of debt amounted to $33,924 upon inception, with debt discount of $30,000 recognized and a loss on derivative issuance of $3,924 recognized, included in interest expense on the consolidated statements of operations. The Derivative liabilities n the Company’s various convertible debt instruments had an estimated fair value of $118,729 as of March 31, 2021. The Company recognized a gain on the change in fair value of the derivative liability of $7,378 during the three months ended March 31, 2021. The Black Scholes valuation model included inputs of volatility of between 416.4% and 607.4%, a dividend yield of 0%, risk free rate of 0.03%-0.07% and a term of between 0.25 years and one year.

As of March 31, 2021,2022, there were 31,954,979849,610,676 shares of common stock that may be issued under the convertible notes payable described above.

 

As of March 31, 20212022 and December 31, 2020,2021, unamortized debt discount was $45,307$93,092 and $14,935,$107,802, respectively. During the three monthsquarter ended March 31, 2021,2022, the Company amortized $15,071debt discount of debt discount$92,710 to interest expense. Accrued interest on convertible notes was $8,591 and $2,672$10,648 as of March 31, 2021 and December 31, 2020, respectively.2022.

Derivative liabilities

 

The Company determined that the conversion options in the certain of the notes discussed above met the definition of a liability in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock. The Company bifurcated the embedded conversion option in the note once the note becomes convertible and account for it as a derivative liability.

During the quarter ended March 31, 2022, the fair value of new derivative liabilities on the new issuance of debt amounted to $68,000 upon inception, with debt discount of $68,000 recognized. The Company recognized a combined loss on the change in fair value of the derivative liability and settlement of derivatives through payment of convertible notes of $310,621 during the quarter ended March 31, 2022. The Black Scholes valuation model included inputs of volatility of between 209% and 625%, a dividend yield of 0%, risk free rate of 0.28%-2.42% and a term of between 0.5 years and 4.5 years.

The table below presents the change in the fair value of the derivative liability:

Schedule Of Derivative Liabilities At Fair Value    
Fair Value as of January 1, 2022 $2,328,234 
Initial recognition of derivative added as debt discount  185,959 
Settlement of derivative liability as a result of payment on convertible notes  (6,108)
Settlement of derivative liability as a result of conversion of convertible notes and Series C Preferred Stock Liability  (310,621)
Loss on change in fair value  3,569,369 
Fair Value as of March 31, 2022  5,766,832 

NOTE 9. 8. SUBSEQUENT EVENTS

On April 1, 2022, the Company issued 68,750 shares of Series C Preferred Stock to Geneva Roth Remark Holdings pursuant to a stock purchase agreement for consideration of $65,000, which was paid on April 29, 2022. The 68,750 shares of Series C Preferred Stock are convertible to shares of common stock at a discount rate of 37% from the average of the two lowest closing bid prices for the Company’s common stock during the 15 trading days prior to the conversion. The Company’s shares of Series C Preferred Stock rank senior with respect to dividends and right of liquidation to the Company’s common stock and junior with respect to dividends and right of liquidation to all existing and future indebtedness of the Company and existing and outstanding preferred stock of the Company. The Company’s shares of Series C Preferred Stock have no right to vote and carry an annual dividend of 10% which is cumulative and payable solely upon redemption, liquidation or conversion. The Company has the right to redeem the 68,750 shares of Series C Preferred Stock up to 180 days following the issuance date. As of the date of this quarterly report, the Company has 147,500 shares of Series C Preferred Stock outstanding.

Subsequent to March 31, 2022, the Company issued 41,057,692 shares of common stock to Geneva Roth Remark Holdings in conversion of 50,000 shares of Series C Convertible Preferred Stock.

On April 1, 2022, following approval by the Company’s Board of Directors and a majority of the outstanding voting stock of the Company, the Company filed Third Amended and Restated Articles of Incorporation with the State of Nevada reflecting an increase in the Company’s authorized common stock from 1,000,000,000 shares at $0.001 par value per share to 2,000,000,000 shares at $0.0001 par value per share, effective April 1, 2022.

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On April 23, 2021,21, 2022, the Company issuedentered into an amendment number one to an Asset Purchase Agreement with Boetzkes and Spruce Construction, to extend the due date for business reimbursement payments in the amount of approximately $56,000 due to Boetzkes and Spruce Construction under the Asset Purchase Agreement. Under the Asset Purchase Agreement, a 10%$56,000 payment was due at 6 months after closing, and pursuant to the April 21, 2022 amendment, that payment is now due at 12 months after the closing date, or October 3, 2022.

On March 23, 2022, the Company executed a convertible note with Robert Hymers for $55,000due on September 19, 2022. This note bears interest at 10% per annum and is convertible (in whole or in part), at the option of the Holder, into such number of fully paid and non-assessable shares of common stock as is determined by dividing that portion of the outstanding principal balance under this Note by the Conversion Price, $0.000098. On April 21, 2022, the Company and Hymers entered into a debt exchange agreement, whereby the Company exchanged the $55,000 Note convertible at a Conversion Price of $0.000098 per share for a $60,000 note convertible at $0.002 per share, all other note terms remaining unchanged.

On May 10, 2022, the Company entered into a Securities Purchase Agreement (the “Coventry SPA”) by and between the Company and Coventry Enterprises, LLC (“Coventry”). Pursuant to the terms of the Coventry SPA, the Company agreed to issue and sell, and Coventry agreed to purchase (the “Purchase”), a promissory note in the aggregate principal amount of $45,000 pursuant to a securities purchase agreement of the same date to GS Capital Partners, LLC.$150,000 (the “Coventry Note”). The Company received $40,500 from the sale of the convertible promissory note after deductions ofCoventry Note has an original issue discount of $2,000$30,000, resulting in gross proceeds to the Company of $120,000. Pursuant to the terms of the Coventry SPA, the Company also agreed to issue 10,000,000 shares of restricted common stock to Coventry as additional consideration for the purchase of the Coventry Note. The Coventry Note bears interest at a rate of 10% per annum, with guaranteed interest (the “Guaranteed Interest”) of $15,000 is deemed earned as of May 10, 2022. The Coventry Note matures on May 9, 2023. The principal amount and investor’s attorney feesthe Guaranteed Interest is due and payable in seven equal monthly payments of $2,500. The convertible promissory note becomes due$23,571.42, commencing on April 23,November 8, 2022 and carries interestcontinuing on the 22nd day of each month thereafter until paid in full not later than May 9, 2023. Any or all of the principal amount outstandingand the Guaranteed Interest may be prepaid at any time and from time to time, in each case without penalty or premium. If an Event of 10% per annum. The principal amountDefault (as defined in the Note) occurs, consistent with the terms of the note isNote, the Note will become convertible, at the holder’s optionin whole or in part, into shares of the Company's common stock at a conversion price equal to 61% of the lowest trading price of the Company’s common stock forat Coventry’s option, subject to a 4.99% equity blocker (which may be increased up to 9.99% by Coventry). The conversion price is 90% of the twenty priorlowest per-share trading days.price during the 20-trading day period before conversion. In addition to certain other remedies, if an Event of Default occurs, consistent with the terms of the Note, the Note will bear interest on the aggregate unpaid principal amount and Guaranteed Interest at the rate of the lesser of 18% per annum or the maximum rate permitted by law.

 

On May 1, 2021,11, 2022, the Company and a consultant entered into a settlement agreement and lockup agreement, pursuant to which, on May 3, 2021, the Company returned 2,675,000issued 3,219,047 shares of common stock to treasury andBlue Lake Holdings in partial conversion of a promissory note, where the consultant retained 5,000,000 shares of common stock subject to a 12-month sale restriction period. For further information see Item 1 Legal Proceedings of this Form 10-Q.remaining principal balance due under the note after the conversion was $107,750.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Organizational HistoryThis discussion and analysis may include statements regarding our expectations with respect to our future performance, liquidity, and capital resources. Such statements, along with any other non-historical statements in the discussion, are forward-looking. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, factors listed in other documents we file with the Securities and Exchange Commission (the "SEC''). We do not assume an obligation to update any forward-looking statements. Our actual results may differ materially from those contained in or implied by any of the Company and Overviewforward-looking statements contained herein.

 

Overview and Financial Condition

Financial information contained

We are an innovative entrant into the green technology licensing and construction space, and as a recently registered publicly traded company with our initial S-1 registration statement declared effective as of January 15, 2021 and our common stock registered under Section 12(g) of the Exchange Act on April 27, 2022, we are one of the few publicly-traded green technology development firms in this report and in our financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

Inthe U.S. As of the date of this Quarterly Report, unless otherwise specified, all dollar amounts are expressedwe have more than two years of implementing our business plan under new management following our change of control in United States dollarslate February 2020.

Our total operating and all references to “common shares” referother expenses in excess of our gross profit have resulted in a net loss of $6,632,146 for the year ended December 31, 2021, and a net loss of $4,533,710 for the quarter ended March 31, 2022, which, considered in light of our past financial performance, give rise to the common sharesgoing concern statement below. In furthering our business, as described in Item 1 above concerning our capital stock.business and operations, we are seeking to license commercially viable green technologies that fulfill concrete market demands, and develop product applications that we can sell into the market. Our technology licensing and product development activities are spearheaded by Julia Otey-Roades, our Chief Executive Officer.

 

As used in this Quarterly ReportGreen Construction Division – USA and unless otherwise indicated, the terms “we”, “us”, “our” and “the Company” mean Eco Innovation Group,Canada

Spruce Engineering & Construction, Inc. – Canada

Asset Purchase Agreement

 

Business Strategy

On October 4, 2021, Eco Innovation Group, Inc. is(the “Company”) entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Spruce Construction, Inc., an Alberta Business Corporation (“Spruce Construction”) and Timothy Boetzkes (“Boetzkes”), a socially responsibleresident of the Province of Alberta, Canada and sustainability-focused technology incubator devotedthe sole shareholder of Spruce Construction, pursuant to which, the Company, Boetzkes and Spruce Construction agreed to to effect an asset purchase agreement for existing construction equipment and form a new Canadian engineering and construction company in Canada.

Under the Asset Purchase Agreement, the Company agreed to pay Boetzkes one million shares of the Company’s restricted common stock for substantially all of the assets and business of Spruce Construction, consisting of vehicles, tools and equipment for the construction industry, the Spruce Construction name, and the existing book of construction business of Spruce Construction. Pursuant to the commercializationAsset Purchase Agreement, the Company, Boetzkes and Patrick Laurie, the CEO of select intellectual propertythe Company’s Canadian technology subsidiary, ECOIG Canada, have formed a new Alberta Business Corporation to own and deploy the construction assets, named Spruce Engineering & Construction Inc. The Company will own 85% of the voting interests of Spruce Engineering & Construction Inc., with Boetzkes owning 10% and Patrick Laurie 5%.

On April 21, 2022, the Company entered into an amendment number one to the Asset Purchase Agreement with Boetzkes and Spruce Construction, to extend the due date for business reimbursement payments in the amount of approximately $56,000 due to Boetzkes and Spruce Construction under the Asset Purchase Agreement. Under the Asset Purchase Agreement the $56,000 payment was due at 6 months after closing, and pursuant to the April 21, 2022 amendment, that givenpayment is now due at 12 months after the right business platform, hasclosing date, or October 3, 2022. The closing of the potentialAsset Purchase Agreement was subject to achieve high-value commercial success. Our value creation strategy is a strategic approachthe satisfaction or waiver of customary conditions to environmental sustainability: we seek innovative socially responsible productsclosing, as disclosed in the term sheet for the project disclosed by the Company and technologiesfiled as Exhibit 10.1 in the Company’s Current Report on Form 8-K filed by the Company with the potential to create globally important paradigm shifts in energy efficiencySecurities and environmental sustainability. Consistent with our strategy, we seek to license, develop and market environmentally sustainable and socially responsible technologies that have compelling market potential.

Market Opportunity

We believe our strategic approach to environmental sustainability and socially responsible technology development offers an attractive value proposition. Environmental sustainability and social responsibility are at the core of a rapidly growing target market recognized for its growth prospects, driven by consumer preference, competitive imperative, regulatory impacts, investor mandates and capital markets. Consumers, both individual and institutional, are core to the change.

According to a report published by Deloitte in February 2020, environmental, social, and governance (ESG) investing is rapidly growing in major global economies and capital markets. As reported by Deloitte, ESG-mandated assets in the United States could grow almost three times as fast as non-ESG-mandated assets to comprise half of all professionally managed investments by 2025, and an estimated 200 new funds in the United States with an ESG investment mandate are expected to launch over the next three years, more than doubling the activity from the previous three years. Also, the Governance and Accountability Institute suggested that 86% of S&P 500 companies published sustainability reports in 2018 – up from 20% in 2011. Studies conducted by NYU Stern and Bank of America reported that consumers are also increasingly looking to align themselves with sustainable companies that serve a greater social purpose.

In our approach to the Company’s market opportunity, we not only look for great people with great technology, as part of our nine-step “Evaluation to Market” discipline, we also look to choose scalable technology opportunities and to maximize profit margins.

Business Model

As a technology incubator, Eco Innovation Group works to bring new technologies to consumers by providing the services needed to manufacture and distribute products incorporating the technology. We provide technology developers with strong commercialization support from concept and product development to marketing and promotion, as described in greater detail below. With a focusExchange Commission on socially responsible and sustainable technologies, we seek out innovative inventors developing technologies with socially responsible benefits in the areas of energy efficiency, carbon emissions reduction, environmentally sustainable housing, green foods, and clean water. We focus specifically on developing sustainable and socially responsible technologies for the U.S. and international markets.August 11, 2021.

 

 

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Lock-Up Leak-Out Agreement

Our services are provided through a nine-step “Evaluation to Market” process, used to identify and develop scalable technology opportunities that will have market potential

On October 4, 2021, in connection with the application of strong commercialization support. The EvaluationAsset Purchase Agreement, Boetzkes entered into a Lock-Up and Leak-Out Agreement with the Company pursuant to Market process consistswhich, among other thing, such shareholder agreed to certain restrictions regarding the resale of the applicationcommon stock issued pursuant to the Asset Purchase Agreement for a period of our capital and management expertise through our provisionsix months from the date of the following services:

1.Idea Generation: identifying goods and services that fit our corporate socially responsible and sustainable objectives.

2.Idea Screening: working directly with Inventors, Developers and Entrepreneurs to identify products and services for commercialization.

3.Concept Development and Testing: working directly with Inventors, Developers and Entrepreneurs to build prototypes and proof of concept for commercialization. 

4.Market Strategy Development: there are lots of great ideas, but not all pass the market strategy development.  The market analysis helps us determine if a product has market potential and also meets our corporate objectives.

5.Business Analysis: During this process we identify markets, competition, cost analysis, manufacturing options, logistics and distribution channels.

6.Technology Licensing: using our attorneys to protect IP with patents and trademarks as well as licensing agreements.

7.Product Development: engineering design, manufacturing prior to market introduction.

8.Test Marketing/Promotion: using market analytics to test market and solidify our market projections.

9.Commercialization: introducing products to market and realizing revenue.

The Company currently has three product technologies in steps six and seven of the above process: the JouleBox® Power Station, the PowerBoosterTM electric generation technology, and the MagnoSpringTM spring magnetic motor. As part of the application of our capital and management expertise through this nine-step Evaluation to Market process, the Company works closely with our inventors and innovators to develop and test the product concepts and applications, to build application-ready prototypes, to develop the technology marketing strategies, and work with the independent distributorsAsset Purchase Agreement, as well as the contract manufacturers to get final products to consumers. While the Company does not create or originate the technologies behind the products, we provide these valuable services to enable the inventors of the technologies to take their innovations from concept to market. The Company has identified and is working directly with several contract manufacturers to allow us to scale manufacturing capacity to meet expected product demand.more fully detailed therein.

 

By employing a business plan purposefully designed to use leased employees, independent contractors and contract manufacturers to scale production and meetShareholders Agreement

On October 4, 2021, in connection with the demands of taking our products to market,Asset Purchase Agreement, the Company believes it will be ableentered into a shareholders agreement (the “Shareholders Agreement”) with Timothy Boetzkes and Patrick Laurie. Under the Shareholders Agreement, Patrick Laurie agreed to accomplish its goalsserve as the Chief Executive Officer and Timothy Boetzkes agreed to serve as the Chief Operating Officer of delivering products atSpruce Engineering & Construction Inc. The Shareholders Agreement provides for certain terms of governance, restrictive covenants including confidentiality and noncompetition, and transfer restrictions on the lowest cost and greatest efficiency utilizing its limited infrastructure.parties’ equity with regards to Spruce Engineering & Construction Inc.

 

Employment Agreements

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Our TechnologyOn October 4, 2021, in connection with the Asset Purchase Agreement, Spruce Engineering & Construction Inc., of which the Company is the 85% voting equity holder, entered into employment agreements (the “Employment Agreements”) with Timothy Boetzkes and Patrick Laurie, pursuant to which Patrick Laurie shall serve as the Chief Executive Officer and Timothy Boetzkes shall serve as the Chief Operating Officer of Spruce Engineering & Construction Inc. Ancillary to the Employment Agreements, Boetzkes and Laurie also entered into restricted stock award agreements governing their minority equity stakes in Spruce Engineering & Construction Inc., which provide for a repurchase option allowing Spruce Engineering & Construction Inc. to clawback equity in the event of the employees’ for-cause termination.

 

JouleBox®ECOX Spruce Construction, Inc. – USA Power Station Contract Manufacturing Agreement

 

On August 25, 2020,January 4, 2022, the Company signedformed a Master Outsourcing Contract Manufacturing Agreement with Eco-Gen Energy,subsidiary, ECOX Spruce Construction, Inc., a California corporation (“Eco-Gen”ECOX Spruce Construction”), pursuantfor the purpose of starting a green construction division. Pursuant to which the Company has contracteda letter of intent (LOI) between ECOX and Edgar E. Aguilar ("Aguilar"), a resident of California and licensed California general contractor, Aguilar agreed to manage the production and deliveryoperation of Eco-Gen’s JouleBox® Power Station. The Master Outsourcing Contract Manufacturing Agreement with Eco-Gen is a related party transaction insofarECOX Spruce Construction’s construction business in California as our CEO and controlling Stockholder, Julia Otey-Raudes, is a director and shareholder of Eco-Gen, and in thatits Responsible Managing Officer. Under the Company’s offices are provided to the Company by Eco-Gen in a space located within Eco-Gen’s corporate offices. Our CEO and controlling Stockholder, Julia Otey-Raudes, owns 20.66% of Eco-Gen’s outstanding voting stock asexisting LOI with Aguilar, Blueprint Construction will own 20% of the dateequity interests of this amended Prospectus.

Under the Eco-Gen agreement, the Company has contracted to provide material purchaseECOX Spruce Construction Inc., and management services, supply base management services, final product and component production services, delivery services, inventory management services, and related financial services for the production and delivery of Eco-Gen’s JouleBox® Power Station. Pursuant to an addendum to this Eco-Gen agreement dated August 26, 2020, Eco-Gen is required to advance payment to the Company prior to the Company’s performance of these services with relation to Eco-Gen’s clients. The Company entered into this addendum to the agreement with Eco-Gen due to the credit risk that the Company perceived with relation to Eco-Gen’s clients, upon whose business Eco-Gen, and therefore the Company, are dependent. The Company records Eco-Gen revenue as earned, pursuant to the addendum to the Eco-Gen agreement. 

To perform our obligations under the Eco-Gen agreement, the Company will engage contract manufacturersown 80%. ECOX Spruce Construction is in the process of securing a general contractor license in California, with the Company’s Chief Executive Officer as principal applicant. That application was approved and other independent contractors to perform the services and charge the cost of goods and services through to Eco-Gen with a 15% margin. As the services will be outsourced by the Company using third parties, including (but not limited to) intellectual property legal counsel to register trademarksis in the process of securing workman’s compensation insurance and patents, engineeringbonding so that the license will become active. Once ECOX Spruce Construction is fully licensed and manufacturing firms to design and produce the Company’s products, and marketing and advertising firms,bonded as a California general contractor, the Company plansintends to manufacture and source products under the Eco-Gen agreement with limited personnel resources.seek certification as a Women’s Business Enterprise.

 

Eco-GenGoing Concern

Because of recurring operating losses, net operating cash flow deficits, and an accumulated deficit, our independent auditors have indicated in their report on our March 31, 2022 financial statements that there is substantial doubt about our ability to continue as a technology development and intellectual property holding company with no full-time employees. Eco-Gen’s management does not possess the time or resources to enter into the outsourcing agreements necessary to commercialize the company’s technology on their own, and as such, we understand that our services answer a specific need for Eco-Gen. With no full-time employees, Eco-Gen outsources the majority of its service needs. Our business model and service strategy are intended to meet that need, for Eco-Gen and for allgoing concern.

The continuation of our customers.

Eco-Gen Energy, Inc. is a private Nevada corporation formed on March 23, 2009. According to the unaudited financial statements provided by Eco-Gen Energy, Inc., as of the fiscal year-end at December 31, 2019 and as of November 21, 2020, Eco-Gen has total current assets of $269,778.44 and $272,297.26, respectively, and total cash on hand as of November 21, 2020 is $267,297.26, consisting primarily of funds held in savings and checking accounts. According to Eco-Gen Energy, Inc.’s unaudited financial statements for the fiscal year ending December 31, 2019, Eco-Gen had total net loss of ($247,486.74), with total income at $812,224.23, total cost of goods sold of $430,551.94, gross profit of $381,672.29, and total expenses of $675,188.38. For the 2020 fiscal year as of November 21, 2020, Eco-Gen has total income of $25,800.00 and total cost of goods sold of $5,000.00, for a gross profit of $20,800.00, and total expenses of $28,281.18, for an operating loss of ($7,481.18) as of November 21, 2020, according to the unaudited financial statements provided by Eco-Gen Energy, Inc.

With relation to Eco-Gen’s primary contracted technology, the JouleBox® Power Station, the agreement between the Company and Eco-Gen requires that Eco-Gen pay all Company services in advance and does not require the Company to extend credit to Eco-Gen. As our services for the production of the JouleBox® Power Station must be pre-paid by Eco-Gen, we anticipate that none of the proceeds of this Offering will be necessary to allow the Company to perform services related to contract manufacturing of the JouleBox® Power Station under the contract with Eco-Gen. We expect our work with Eco-Gen to be focused primarily on the JouleBox® Power Station over the next 12 months following the Offering. Eco-Gen has a ten-year operating history and approximately 200 shareholders.

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Our business with and anticipated revenue from Eco-Gen is dependent upon our ability to perform under our agreement with Eco-Gen, and dependent on both the functionality of Eco-Gen’s JouleBox® Power Station technology and the ability of Eco-Gen’s customersgenerate sufficient cash flows from operations to pay Eco-Gen. According to Eco-Gen, Eco-Gen’s primary clients and business are with purchasers whomeet its obligations, in which we have contracted with Eco-Gen for delivery of Eco-Gen’s products, where the Company will provide for the manufacture of those products. As such, our business and anticipated revenuenot been successful, and/or obtaining additional financing from our agreement with Eco-Gen is completely dependent upon Eco-Gen’s business and anticipated revenue from Eco-Gen’s customers. Primarily, according to Eco-Gen, Eco-Gen’s business is dependent upon two clients who have contracted for the purchase and deliverystockholders or other sources, as may be required. The issuance of Eco-Gen’s products:additional equity or convertible debt securities by us could result in a for-profit municipal enterprise dedicated to regional economic development and wholly owned and funded by a municipality in Puerto Rico, and a green technology distributor located in California, with total assets of $4,396,456, including current assets (cash and inventory) of $2,851,710, and year-to-date net revenues of $1,368,707, as of December 31, 2020. For specific risks related to our business with Eco-Gen, see the risk factor on page 17 titled “We face risks associated with our business with Eco-Gen Energy, Inc. that could harm our financial condition and results of operations.”

In relation to our agreement with Eco-Gen, Eco-Gen represents to us that Eco-Gen has received two purchase commitments from the above-mentioned customers related to the JouleBox® Power Station, for $13,749,875 from the Puerto Rican regional development enterprise, and $6,050,000 from the California green technology distributor, representing total current JouleBox® Power Station purchase commitments of $19,799,875. The purchase ordersignificant dilution in the amountequity interests of $13,749,875 was made on November 2, 2020, is for a 2 megawatt generator,our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and calls for a 50% down payment with the purchase order, and the balance due upon delivery of the 2 megawatt JouleBox® Power Station, with funds held in escrow by a California lawyer acting as escrow agent. The purchase commitment in the amount of $6,050,000 is in the form of a joint venture agreement, dated July 23, 2020, between Eco-Gen and the California green technology distributor, where that distributor will pay for the purchase of the joint venture’s JouleBox® Power Station as its consideration for the joint venture.

Under our agreement with Eco-Gen, these JouleBox® Power Station purchases will initiate our corresponding provision of services to Eco-Gen under our Master Outsourcing Contract Manufacturing Agreement with Eco-Gen, as we bear responsibility to cause those products to be manufactured for delivery to Eco-Gen’s customers. In the third quarter of 2020, Eco-Gen paid the Company $100,000 infuture cash for services towards fulfillment of these orders, which are service fees considered earned and non-refundable under the Eco-Gen agreement. As of the date of this 10k report, all services paid for by Eco-Gen have been performed pursuant to the relevant purchase orders. However, since the first phase of the contract is not complete, the Company has chosen to take conservative position of recording the deposit received as deferred revenue.  

Eco-Gen’s JouleBox® Power Station is a 60kW hybrid generator capable of producing 525,600 kWh of electricity annually. JouleBox® Power Station units can be installed in arrays with complementary solar panels and lithium ion battery packs configured to meet any size commercial application to provide businesses with clean, renewable energy. More information on Eco-Gen and the JouleBox® Power Station is available at Eco-Gen’s website, http://eco-genenergy.com/.

Power BoosterTM Licensing Agreement

On June 16, 2020, the Company signed a Master Exclusive Licensing, Marketing, Distribution and Sales Agreement with the Bellagio IP Trust for the Power Booster™ technology, giving the Company the exclusive right to market Power Booster™ products. The Power Booster™ technology utilizes proprietary technologies incorporating electrical magnetism and high-speed switching technology to boost energy output from residential and commercial power systems. The Power Booster™ is based on advanced electronics that allow an electrical system within a home or business to be supplied with 880 watts of electricity and output useful electrical power of 2,200 watts while increasing the Power Factor (PF) and Total Harmonic Distortion (THD). 

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The Company licensed the Power Booster™ technology based on the Company’s belief that the technology has the potential to achieve high-value commercial success. Based on tests performed by the Company and the patent holder, the Power Booster™ technology can achieve up to a 60% saving in energy consumption, depending on multiple factors, including intended usage, quality of existing power source and overall system configuration, over standard generator technology. Actual energy savings will vary depending on overall application and other factors. The Company plans to engage third parties to market products using the Power Booster™ technology in the United States.

The core technology behind the Power Booster™ system is based on an innovative use of high-speed switching that is not currently available the U.S. generator market.  The system allows for energy creation in direct proportion to the induction of the magnetic field implemented into the system, thus creating useful electric energy from the magnetic field.  The Company plans to administer the marketing of the Power Booster™ system via multiple sales channels, including solar power electrical manufacturers, solar power systems integrators and installers, new homebuilders, and power system distribution companies. Additionally, the increased PF and THD mean that in some installations, when the device is properly installed and configured, the user will need less electricity.

The Exclusive Global Licensing Agreement with the Bellagio IP Trust (“Bellagio”)(the “Bellagio Agreement”) grants rights to the Company to market the Power Booster™ and other products developed by Bellagio. In exchange for the agreement, the Company has issued Bellagio a restricted stock grant of twenty-five million (25,000,000) restricted common shares in the Company and will pay to Bellagio a royalty of 11% of the net manufacturing price of all Power Booster™ products sold. With the Bellagio Agreement put into place, the Company is in the initial stages of marketing and distributing the Power Booster™ system and has thus far generated no revenue from the product. Since the signing date of the Exclusive Global Licensing Agreement with Bellagio, the impacts of Covid-19 on the 2020 business climate has impeded significant progress by the Company on this initiative. Due to international travel restrictions since March of 2020, the "Development and Manufacturing Agreement" mentioned in the agreement has not been executed yet, and the Company cannot be sure if or when, under the current global climate, that manufacturing agreement will be signed. Additionally, bringing the Power Booster™ technology to market will require significant financial inputs on the Company’s part over the next 12 months.

MagnoSpringTM Licensing Agreement

On October 26, 2020, the Company signed an Exclusive License Agreement with Fortin & Associates LLC, a Delaware limited liability company (“Fortin”), giving the Company the exclusive worldwide right to make, use, sell, lease, import, export, or otherwise dispose of products utilizing Fortin’s magnetic spring mechanical motor technology, including the right to have products using the energy efficient technology made by third party manufacturers. The MagnoSpringTM technology comprises a mechanical motor that produces the rotation of its shaft using a system of magnets and springs. Pursuant to the MagnoSpringTM technology licensing agreement with Fortin, after the completion of an operable prototype that provides proof of concept for the technology, Fortin shall, at the Company’s expense, procure patents for the MagnoSpringTM technology. Under the agreement, the Company is responsible for all costs for preparation, filing, prosecution and maintenance of patents for the MagnoSpringTM technology, and shall have final authority over all decisions concerning filing prosecution of patent applications and patents, including the selection of patent attorneys.

As compensation to Fortin for entering into the Exclusive License Agreement for the MagnoSpringTM technology with the Company, we agreed to pay Fortin (or its principals) a restricted stock grant of 6,000,000 shares of the Company’s common stock subject to a vesting schedule to be determined in the relevant stock grant agreement. Additionally, the Company will pay a royalty of 10% of the net cost of goods for products using the MagnoSpringTM technology that are manufactured and sold. The MagnoSpringTM technology licensing agreement is a continuing worldwide licensing agreement that according to its terms shall remain in effect during the complete lifetime of all patents for the MagnoSpringTM technology.  

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The Company is currently working with Fortin on the development of a MagnoSpringTM technology prototype, and our work on patenting the MagnoSpringTM technology has begun as of the date of this Prospectus. However, due to the impact of COVID 19 and other factors, the Company cannot be sure if or when the MagnoSpringTM technology will be brought to market and result in revenue for the Company.

The Company is active in negotiating additional licensing and joint ventures in the areas of electrical technologies, green energy, energy efficiency, innovative heat exchange technologies designed to reduce heating and cool costs for residential and commercial buildings, pathogen detection and mitigation, and green housing.  At this time, these remain unsigned and are in various stages of negotiations.

commitments.

Corporate Information

 

The Company’s shares are quoted on the OTC Markets Pink Sheet tier, under the symbol ECOX. Our executive offices are located at 16525 Sherman Way, Suite C-1, Van Nuys, CA 91406, and our telephone number is (800) 922-4356.

 

We maintain an internet website, and our internet address is https://www.ecoig.com. The information on our website is not incorporated by reference in this Quarterly Report or in any other filings we make with the Securities and Exchange Commission (“SEC”).

 

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

 

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In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” will have the meaning associated with it in the JOBS Act.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements, and, if their revenues are less than $100 million, not providing an independent registered public accounting firm attestation on internal control over financial reporting. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the end of the second fiscal quarter of that year or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of the second fiscal quarter of that year.

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Corporate History

Eco Innovation Group, Inc., was originally incorporated on March 5, 2001 as Dig-It Underground, Inc., a Nevada corporation that initially operated as an underground cable contractor. On September 29, 2008, the Company entered into a share exchange agreement with Haydin Group Enterprises (“Haydin”), a sole proprietorship, and concurrently resolved to wind down its cable installation business. By virtue of the share exchange agreement, the Company acquired an interest in Haydin’s salon equipment, office equipment, lease assignments for salon locations, reception office equipment, salon stations, and remodeled salon facilities that included upgraded and permitted electrical, plumbing and signage. The Company’s business focused on the operation of a string of high-end beauty salons in the Cedar Hill, Texas area.

On September 1, 2011, the Company entered into a share exchange agreement with Get Down Art, LLC, a Nevada limited liability company. The consummation of the share exchange provided the Company with original art and agreements with artists with licensing agreements with businesses. The Company acquired art inventory, accounts receivable, office leasing and build out. The Company resolved to unwind its previous acquisition of Haydin dated September 29, 2008. 

On August 30, 2012, the Company acquired Haydin as a wholly owned subsidiary of the Company through a share exchange agreement wherein the Company issued fifty million shares of its common stock in exchange for all of the legal right title and interest in the assets of Haydin, which owned a chain of high-end beauty salons that focused on skin and hair care and nail care. Haydin also promoted sales of beauty supplies and products and sold to other salons in Texas. The Haydin beauty salons retained highly trained experienced cosmetologists who had a long history with the business. Concurrently, the Company discontinued its business with Get Down Art, LLC and resolved to unwind that acquisition.

On January 5, 2016, the Company acquired Expressions Property Limited, LP, a Texas limited partnership and Expressions Chiropractic and Rehab Center, PA in a share exchange agreement. This acquisition allowed the Company to enter into the natural healing and chiropractic business in Cedar Hill and North Richland Hills, Texas.

Effective June 30, 2018, the Company resolved and agreed to spin out Haydin Group Enterprises, Expressions Property Limited, LP and Expressions Chiropractic and Rehab Center, PA as private entities and thereby unwinding the share exchange agreements entered into on August 30, 2012 and January 5, 2016, respectively.

The Company was subsequently an innovation incubator platform from 2018 until early 2020 that was devoted to globally important paradigm shifts in technology, sustainable products development, and research, will initially re introduce a more affordable, fire, hurricane and earthquake resilient steel framing system.

On February 28, 2020, our current CEO and controlling Stockholder, Julia Otey-Raudes, took over management and control of the company and transferred all of the IP relating to the Company’s old business model back to John English. In the related change of control transaction, Ms. Otey acquired 30,000,000 shares of super-voting Preferred Series A stock on February 28, 2020, and launched the company into a new direction. The Company is now an innovation incubator platform devoted to globally important paradigm shifts in technology, sustainable and carbon negative products development and practical deployment worldwide. ECOX will initially introduce a revolutionary power booster for homes and offices that, when installed as directed, holds the potential to reduce energy consumption, depending on configuration by up to 60% and other energy saving related technologies.

Description of property

The Company does not lease or own an office, any real estate or assets as of the quarter ended March 31, 2021, and as of the date of this filing. The Company’s offices are located in a space provided to the Company free of charge by Eco-Gen Energy, Inc.

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Reports to security holders

We are required to file annual, quarterly and current reports with the Securities and Exchange Commission and our filings are available to the public over the internet at the Securities and Exchange Commission’s website at http://www.sec.gov. The public may read and copy any materials filed by us with the Securities and Exchange Commission at the Securities and Exchange Commission’s Public Reference Room at 100 F Street N.E. Washington D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-732-0330. The SEC also maintains an Internet site that contains reports, proxy and formation statements, and other information regarding issuers that file electronically with the SEC, at http://www.sec.gov.

 

Results of Operations – Three Months Ended March 31, 20212022 compared to Three Months Ended March 31, 20202021

 

The Company had no sales during either period presented.revenues of $116,605 and $0 for the three months ended March 31, 2022 and 2021. The Company incurred cost of revenues of $142,305 and $0, for the three months ended March 31, 2022 and 2021. The increase in revenues and cost of revenues are exclusively from the commencement of the Company’s construction business through its new subsidiaries that began in the fourth quarter of 2021 and the first quarter of 2022.

Selling, general and administrative expenses consist primarily of payroll, professional fees, sales and marketing, research and development and other operating expenses. Selling, general and administrative expenses totaled $63,505$135,454 and $42,647$63,505 for the three months ended March 31, 20212022 and 2020.2021. For the three months ended March 31, 2021,2022, we incurred $75,000 in executive compensation and $47,500 in consulting fees compared to $275,000 in executive compensation and $426,667 in consulting fees compared to $0 for the three months ended March 31, 2020.2021. The decrease in consulting fees was primarily due to stock based compensation issued in the prior period to advisors that ended in late 2021, and the decrease in executive compensation was due to the commencement of the employment contract with the Company’s CEO in early 2021.

The Company also recognized interest expense of $372,936, including amortization of debt discount of $354,402, a derivative loss of $3,563,261, a warrant gain of $119,325, an impairment loss on its investments of $33,898 and $399,286 of expense during the three months ended March 31, 2022. During the three months ended March 31, 2021, the Company recognized interest expense of $24,914, including amortization of debt discount of $15,071, a derivative gain of $7,378 during$7,378. Interest expense increased due to higher levels of convertible debt throughout 2021, and the three months ended March 31, 2021. Duringderivative loss increase significantly due to the three months ended March 31, 2020,decline in the Company recognized interest expenseCompany’s stock price and increase levels of $20,549, including amortization ofconvertible debt discount of $19,891, acontaining embedded derivative gain of $48,129.features.

As a result of the foregoing, we recorded a net loss of $782,767$4,533,710 and $15,067$782,767 for the three months ended March 31, 20212022 and 2020,2021, respectively.

Liquidity and Capital Resources

As of March 31, 20212022 and December 31, 2020,2021, the Company had cash of $88,044$32,514 and $84,$28,534, respectively. Furthermore, the Company had a working capital deficit of $870,254$8,188,411 and $567,487$4,509,624 as of March 31, 20212022 and December 31, 2020,2021, respectively.

During the three months ended March 31, 2021,2022, the Company used $78,540$227,265 of cash in operating activities due to its net loss of $782,767,$4,533,710, partially offset by; amortization of debt discount of $15,071; stock-based compensation$354,402, derivative loss of $3,563,261, share payable expense of $335,000, derivative399,286, warrant gain of $7,378119,325 and an increase in accounts payable and accrued expenses of $222,069$105,810 as well as an increasechanges in deferred revenueworking capital accounts of $181,525.$70,740.

The Company had no cash flows from investing activities during the three months ended March 31, 20212022 and 2020.2021.

During the three months ended March 31, 2021,2022, the Company had net cash provided by financing activities of $166,500,$226,087, primarily from $121,000$68,000 of proceeds on convertible debentures related parties and proceeds from sale of common stock of $45,000. The Company had no cash flows from financing activities during the three months ended March 31, 2021 and 2020.$167,900.

Our auditors have issued a going concern opinion on our annual consolidated financial statements, meaning that there is substantial doubt we can continue as an on-going business for the next twelve months unless we obtain additional capital. Our only sources for cash at this time are investments by others in this offering, selling our products and loans from our director. We must raise cash to implement our plan and stay in business.

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Management believes that current trends toward lower capital investment in start-up companies pose the most significant challenge to the Company’s success over the next year and in future years. Additionally, with the January 15, 2021April 27, 2022 effectiveness of our registration statement on Form S-1,8-A/12G, as of January 15, 2021,April 27, 2022, the Company is obligated to meet all the financial disclosure and reporting requirements associated with being a publicly reporting company. The Company’s management will have to spend additional time on policies and procedures to make sure it is compliant with various regulatory requirements, especially that of Section 404 of the Sarbanes-Oxley Act of 2002. This additional corporate governance time required of management could limit the amount of time management has to implement is business plan and impede the speed of its operations.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance. As our business model and strategy were reinvigorated with our February 2020 change in control and new management, we are in a start-up stage of operations, and in general have generated limited revenues since our inception. We cannot guarantee that we will be successful in our business operations. Our success and performance are subject to all the normal risks inherent in the development of a new line of business, including our limited capital resources and the strength of our business partners’ business and financial positions, and the market for our green technologies.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies

The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on our financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Our financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

 

Item 3. Quantitative And Qualitative Disclosures About Market Risk.

 

As a smaller reporting company, we are not required to provide the information called for by this Item.

 

Item 4. Controls and Procedures.

 

Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, the Company carried out an evaluation, under the supervision and with the participation of its management, including the Company's Chief Executive Officer and its Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as such term is defined in rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, the Company's disclosure controls and procedures were not effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission's rules and forms, and (ii) accumulated and communicated to the Company's management, including the Chief Executive Officer and Chief Financial Officer, in a manner that allows timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes to the Company’s internal control over financial reporting as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) that occurred during the quarter ended March 31, 20212022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 

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PART II OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

The Company may be involved in certain legal proceedings that arise from time to time in the ordinary course of its business. Legal expenses associated with any contingency are expensed as incurred. The Company’s officers and directors are not aware of any threatened or pending litigation to which the Company is a party or which any of its property is the subject and which would have any material, adverse effect on the Company.

 

On April 28, 2019, the Company filed a Motion for Preliminary Injunction with the Second Judicial District Court of the State of Nevada, County of Washoe, in Reno, Nevada (the “Court”), against defendant Nevada Agency and Transfer Corporation, the Company’s transfer agent (“NATCO”), seeking to enjoin NATCO from removing the restrictive legend from 7,675,000 shares of common stock held by Redstone Communications, LLC, an Indiana limited liability company (“Redstone”). In the Motion for Preliminary Injunction, the Company alleged that Redstone had not fully performed the consulting services agreed upon in compensation for the common stock issued to Redstone pursuant to a certain consulting agreement dated May 18, 2020. On April 29, 2021, NATCO filed its Limited Opposition to Motion for Preliminary Injunction, stating that NATCO lacked sufficient information to respond regarding the dispute between the Company and Redstone, and was as a result not in a position to oppose the Company’s motion. The Court placed a hearing on the docket for May 3, 2021 to adjudge the motion. On May 1, 2021, the Company and Redstone entered into a settlement agreement and lockup agreement, pursuant to which, on May 3, 2021, the Company returned 2,675,000 shares of common stock to treasury, Redstone retained 5,000,000 shares of common stock subject to a 12-month sale restriction period, and the parties universally released each other for any and all claims arising from the May 18, 2020 consulting agreement between them. On May 3, 2021, the Company and NATCO filed a joint Stipulation and Order for Dismissal with the Court.

Item 1A. Risk Factors.

 

Reference is made to the risks and uncertainties disclosed in Item 1A (“Risk Factors”) of our Annual Report on Form 10-K for the period ended December 31, 20202021 filed April 15,26, 2021 which sections are incorporated by reference into this report, as the same may be updated from time to time. Prospective investors are encouraged to consider the risks described in our 20202021 Form 10-K, and our Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this Report and other information publicly disclosed or contained in documents we file with the Securities and Exchange Commission before purchasing our securities.

 

As a smaller reporting company, the Company is not required to disclose material changes to the risk factors that were contained in the 20202021 Form 10-K.

 

ItemItem 2. Unregistered Sales of Equity Securities and Use Of Proceeds.

On October 14, 2019, the Company issued 50,000,000 shares of common stock for the conversion of a $4,902 convertible note.

On May 18, 2020, the company issued 8,000,000 shares of common stock to a consultant for $0.098 per share valued at $784,000 for services.

On May 26, 2020, the company issued 25,000,000 shares of common stock to its former Chief Executive Officer John English for the conversion of a $2,451 convertible note.

On June 26, 2020, the company issued 12,500,000 shares of common stock to Pinnacle Consulting Services for $0.099 per share valued at $1,248,750 as compensation for consulting services.

On June 26, 2020, the company issued 10,000,000 shares of common stock to its Chief Executive Officer Julia Otey-Raudes for $0.026 per share valued at $260,000 as compensation for services.

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On June 26, 2020, the company issued 25,000,000 shares of common stock to Bellagio IP Trust for $0.026 per share valued at $650,000 in connection with the Master Exclusive Licensing, Marketing, Distribution and Sales Agreement, dated June 16, 2020 between Bellagio IP Trust and Eco Innovation Group, Inc.

On June 26, 2020, the company issued 600,000 shares of common stock to Tabular Investments, LLC for $0.125 per share valued at $75,000 in compensation for services.

On August 14, 2020, the Company issued 4,000,000 shares of common stock to Pinnacle Consulting Services, Inc., for $0.005 per share, in exchange for a cash payment of $20,000.

On November 15, 2020, the Company agreed to issue 2,500,000 shares of common stock to Patrick Laurie for $0.066 per share as compensation for services on the Company’s Advisory Board. The Company recognized expense of $165,000 related to the shares, which were issued in January 2021.

On December 17, 2020, the Company agreed to issue 2,500,000 shares of common stock to Demitri Hopkins for $0.008 per share as compensation for services on the Company’s Advisory Board. The Company recognized expense of $200,000 related to the shares, which were issued in January 2021. The Company also agreed to compensate the Advisory board member with cash payments of $60,000 per year.

On December 16, 2020, the Company entered into a technology license agreement with Glytech, LLC, a company of which Demitri Hopkins is an equity interest holder. The agreement awarded Glytech, LLC 15,000,000 shares of common stock upon execution, and an additional 15,000,000 shares upon completion of a working prototype of a new technology product based on the licensed technology by March 31, 2021. Additionally, upon completion of the working prototype, the Company will pay $150,000 of cash, due within six months of the milestone completion. The Company will be a royalty of 10% to Glytech on all net sales of any device incorporating the licensed technology. The initial shares to be awarded were valued at $1,050,000 based on the fair value of the common stock at the agreement date, and were recorded as an indefinite-lived intangible asset. The shares were issued in January 2021.

 

During the three monthsquarter ended March 31, 2021,2022, the Company issued 749,99934,000,000 shares of common stock in exchange for cash proceeds of $45,000.$170,000 under the Company’s current Regulation A offering.

 

On January 6, 2021March 14, 2022, the Company agreed to issue 5,000,000issued 12,115,385 shares of common stock to SaraLynn Mandell for $0.067 per share as compensation for services on the Company’s Advisory Board. The Company recognized expenseGeneva Roth Remark Holdings, Inc. in conversion of $335,000 related to the15,000 shares which were issued in February 2021. The Company also agreed to compensate the Advisory board member with cash payments of $60,000 per year.Series C Convertible Preferred Stock.

 

On February 3, 2021,March 16, 2022, the Company issued 1,176,47112,115,385 shares of common stock for to a consultant for investor relations services to be provided over a periodGeneva Roth Remark Holdings, Inc. in conversion of one year.15,000 shares of Series C Convertible Preferred Stock.

 

On March 1, 2021,18, 2022, the Company entered into a Share Exchange Agreement with Marijuana Company of America, Inc., a Utah corporation quoted on OTC Markets Pink (“MCOA”) dated February 26, 2021, to acquire the number ofissued 7,067,308 shares of MCOA’s common stock par value $0.001, equalto Geneva Roth Remark Holdings, Inc. in value to $650,000 based on the closing price for the trading day immediately preceding the effective date, in exchange for the numberconversion of 8,750 shares of Series C Convertible Preferred Stock.

On March 31, 2022, the Company issued 16,900,000 shares of common stock par value $0.001, equalto Blue Lake Partners LLC in value to $650,000 based onpartial conversion of a convertible promissory note.

On April 26, 2022, the per-share priceCompany issued 16,153,846 shares of $0.06 (the “Share Exchange Agreement”). For both parties, the Share Exchange Agreement contains a “true-up” provision requiring the issuance of additional common stock to Geneva Roth Remark Holdings, Inc. in conversion of 20,000 shares of Series C Convertible Preferred Stock.

On April 28, 2022, the event that a decline in the market valueCompany issued 16,153,846 shares of either parties’ common stock should causeto Geneva Roth Remark Holdings, Inc. in conversion of 20,000 shares of Series C Convertible Preferred Stock.

On May 4, 2022, the aggregate value of the stock acquired pursuant to the Share Exchange Agreement to fall below $650,000. The Company issued 10,833,3338,750,000 shares of its Companycommon stock pursuant to this agreement and holds 41,935,484Geneva Roth Remark Holdings, Inc. in conversion of 10,000 shares of MCOA stock.Series C Convertible Preferred Stock.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

 

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Item 6. Exhibits.

 

The exhibits listed on the Exhibit Index below are provided as part of this report.

Exhibit No.Description
31.1*
10.1Eco Innovation Group, Inc. 2022 Stock Incentive and Equity Compensation Plan (incorporated by reference to the registrant’s current report on Form 8-K file May 2, 2022)
10.2Amendment to Asset Purchase Agreement dated April 21, 2022 (incorporated by reference to registrant’s annual report on Form 10-K filed on April 26, 2022)
10.3Securities Purchase Agreement, May 10, 2022, by and between the registrant and Coventry Enterprises LLC*
10.410% Promissory Note, dated May 10, 2022, issued by the registrant to Coventry Enterprises LLC*
31.1*Certification of principal executive and financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.
32.1*Certification of principal executive officer and principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.
101.INS*iXBRL INSTANCE
101.SCH*XBRLiXBRL TAXONOMY EXTENSION SCHEMA
101.CAL*XBRLiXBRL TAXONOMY EXTENSION CALCULATION
101.DEF*XBRLiXBRL TAXONOMY EXTENSION DEFINITION
101.LAB*XBRLiXBRL TAXONOMY EXTENSION LABELS
101.PRE*XBRLiXBRL TAXONOMY EXTENSION PRESENTATION

 *Filed herewith.

SIGNATURES

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 SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 ECO INNOVATION GROUP, INC.
 (Registrant)
  
Dated: May 13, 202123, 2022By:/s/ Julia Otey-Raudes
  Julia Otey-Raudes
  President, Secretary, Treasurer and Director
  (Principal Executive Officer)
   
Dated: May 13, 202123, 2022By:/s/ Julia Otey-Raudes
  Julia Otey-Raudes
  

Chief Financial Officer

(Principal Financial Officer and

Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Dated: May 13, 202123, 2022By:/s/ Julia Otey-Raudes
  Julia Otey-Raudes
  President, Secretary, Treasurer and Director
  (Principal Executive Officer,)
   
Dated: May 13, 202123, 2022By:/s/ Julia Otey-Raudes
  Julia Otey-Raudes
  

Chief Financial Officer

(Principal Financial Officer and

Principal Accounting Officer)

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