As filed with the U.S. Securities and Exchange Commission on ~~September 18, 2020 .~~December 23, 2020.

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate dates of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier Registration Statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier Registration Statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY DETERMINE.

THIS REGISTRATION STATEMENT AND THE PROSPECTUS THEREIN COVER THE REGISTRATION OF 50,000,000 SHARES OF COMMON STOCK.

The information in this Prospectus is not complete and may be changed. We may not sell these securities until the Registration Statement, as amended, filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted .

PRELIMINARY PROSPECTUS (SUBJECT TO COMPLETION) DATED ~~SEPTEMBER 18,~~DECEMBER 23, 2020

25,000,000 Shares of common stock being sold at ~~$0.08~~$0.06 per share pursuant to the Primary Direct Offering

25,000,000 Shares of common stock being offered at ~~$0.08~~$0.06 per share by the Selling Stockholders

This preliminary Prospectus (the “Prospectus”) relates to the registration of fifty million (50,000,000) shares of common stock in Eco Innovation Group, Inc., a Nevada corporation (referred to herein as the “Company,” “ECOX,” “we,” “our,” “us,” or other similar pronouns). The Company is registering twenty-five million (25,000,000) shares of common stock at ~~$0.08~~$0.06 per share in a direct public offering (“Primary Direct Offering”). In addition, the Company is registering twenty-five million (25,000,000) shares of common stock currently held by our “Selling Stockholders,” or individually, “Selling Stockholder.” The Selling Stockholders will sell the shares of common stock at the fixed price of ~~$0.08~~$0.06 per share until such time, if ever, that the common stock is quoted on the OTC Bulletin Board, the OTCQX, OCTQB or listed on a securities exchange. See “Plan of Distribution” beginning on page 2228 of this Prospectus for more information.

The Company will be registering all common stock under the Securities Exchange Act of 1934 (“Exchange Act”) in connection with this Offering. Discounts, concessions, commissions and similar selling expenses attributable to the sale of common stock covered by this Prospectus will be borne by the ~~selling stockholders.~~Selling Stockholders. We will pay all expenses (other than discounts, concessions, commissions and similar selling expenses) relating to the registration of the common stock with the Securities and Exchange Commission.

Our shares of common stock subject to the Primary Direct Offering and Selling Stockholders are referred to herein collectively as our “Shares.” We estimate our total offering registration costs to register the Shares to be approximately ~~$519.20~~$327.30 and our legal, auditor and related fees will be approximately $5,500.00 equaling a total expense to the Company of ~~$6,019.20~~$5,827.30 relating to the registration.

There is no minimum number of Shares that must be sold by us for the offering to proceed. The Company will retain any proceeds from the Direct Offering, while the Selling Stockholders will retain the proceeds from their common share sales.

Our common stock is currently quoted on the OTC Markets Pink under the symbol “ECOX”. On ~~September 16,~~December 23, 2020, the closing price for our common stock as reported was ~~$0.08~~$0.066 per share. This price will fluctuate based on the demand for our common stock. Prior to this offering, there has been a limited market for our securities. While our common stock is quoted on the OTC Markets Pink, there has been limited trading volume. There is no guarantee that a sustained and active trading market for our common stock will develop. We are not a “blank check company,” and we have no plans or intentions to engage in a business combination following this offering.

INVESTING IN OUR SECURITIES INVOLVES RISKS. YOU SHOULD REVIEW CAREFULLY THE RISKS AND UNCERTAINTIES DESCRIBED UNDER THE HEADING “RISK FACTORS” CONTAINED ON PAGE ~~12.~~14. YOU SHOULD READ THE ENTIRE PROSPECTUS CAREFULLY BEFORE YOU MAKE YOUR INVESTMENT DECISION.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

You should rely only on the information contained or incorporated by reference to this Prospectus in deciding whether to purchase our Shares. We have not authorized anyone to provide you with information different from that contained in this Prospectus. Under no circumstances should the delivery to you of this Prospectus or any sale made pursuant to this Prospectus create any implication that the information contained in this Prospectus is correct as of any time after the date of this Prospectus. Our business, financial condition, operating results and prospects may have changed since that date. To the extent that any facts or events arising after the date of this Prospectus, individually or in the aggregate, represent a fundamental change in the information presented in this Prospectus, this Prospectus will be updated to the extent required by law.

Eco Innovation Group, Inc., ECOX, the ECOX logo, and other trademarks or service marks of Eco Innovation Group, Inc. appearing in this Prospectus are the property of Eco Innovation Group, Inc. This Prospectus also includes trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience, trademarks and tradenames referred to in this Prospectus may appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks and tradenames.

References to “Management” in this Prospectus mean the senior officers of the Company. See “Directors and Executive Officers.” Any statements in this Prospectus made by or on behalf of Management are made in such persons’ capacities as officers of the Company and not in their personal capacities.

Prospective purchasers should rely only on the information contained in this Prospectus. We have not authorized any other person to provide prospective purchasers with additional or different information. If anyone provides prospective purchasers with additional or different or inconsistent information, including information or statements in media articles about us, prospective purchasers should not rely on it. Prospective purchasers should assume that the information appearing in this Prospectus is accurate only as at its date, regardless of its time of delivery or of any distribution of the Direct Public Offering Shares. Our business, financial conditions, results of operations and prospects may have changed since that date.

We present our Financial Statements (as defined below) in United States dollars. Unless otherwise indicated, all references to dollar amounts in this Prospectus are to United States dollars. Reference to “United States” or “U.S.” are references to the United States of America.

Investment in our Company and in our common shares involves risks. We refer you to our Risk Factors and other sections of this Prospectus relative to outlining such risks.

This summary highlights selected information that is presented in greater detail elsewhere in this Prospectus. This summary does not contain all the information you should consider before investing in our common stock. You should read this entire Prospectus carefully, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our financial statements and the related notes included elsewhere in this Prospectus, before making an investment decision. Unless the context otherwise requires, the terms “Eco Innovation Group,” “the Company,” “we,” “us,” and “our” in this Prospectus refer to Eco Innovation Group, Inc.

Eco Innovation Group, Inc. is a socially responsible and sustainability-focused technology incubator devoted to the commercialization of select intellectual property that, given the right business platform, has the potential to achieve high-value commercial success. Our value creation strategy is a strategic approach to environmental sustainability: we seek innovative socially responsible products and technologies with the potential to create globally important paradigm shifts in energy efficiency and environmental sustainability. Consistent with our strategy, we seek to ~~source~~license, develop and ~~evaluate~~market environmentally sustainable and socially responsible technologies that have compelling market potential.

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 ~~9-step~~nine-step “Evaluation to Market” discipline, we also look to choose scalable technology opportunities and to maximize profit margins.

As a technology incubator, Eco Innovation Group ~~is focusing our~~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 focus on socially responsible and ~~sustainability-focused technology incubator on an energy efficiency-focused business model. We~~sustainable technologies, we seek ~~to partner with innovators,~~out innovative inventors ~~and technology holders~~ developing ~~products~~technologies with socially responsible benefits in the areas of energy efficiency, carbon emissions reduction, environmentally sustainable housing, green foods, and clean water. ~~Our core business model is to provide a technology incubator platform by applying capital and management expertise to accelerate the introduction of exceptional technologies to the marketplace.~~ We focus specifically on developing sustainable and socially responsible technologies for the U.S. and international markets. ~~In pursuit~~

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 with the application of ~~this mission, we seek to create sustainability tech startups with~~ strong commercialization ~~support, international~~support. The Evaluation to Market process consists of the application of our capital and ~~local connections,~~management expertise through our provision of the following services:

The Company currently has three product technologies in steps six and ~~access~~seven of the above process: the JouleBox® Power Station, the PowerBooster^TM electric generation technology, and the MagnoSpring^TMspring magnetic motor. As part of the application of our capital and management expertise through this nine-step Evaluation to ~~investment.~~ 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 distributors 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.

~~While focusing on socially responsible~~By employing a business plan purposefully designed to use leased employees, independent contractors and ~~sustainability-focused technology,~~contract manufacturers to scale production and meet the demands of taking our ~~business model~~products to market, the Company believes it will ~~benefit from~~be able to accomplish its goals of delivering products at the ~~diversification provided by working with multiple inventors~~lowest cost and technology companies. Sustainable technology breakthroughs offer the opportunity for substantial growth, while our outsourcing contract manufacturing relationships offer predictable and scalable revenue opportunities. greatest efficiency utilizing its limited infrastructure.

On August 25, 2020, the Company signed a Master Outsourcing Contract Manufacturing Agreement with Eco-Gen Energy, Inc. (“Eco-Gen”), pursuant to which the Company ~~will manufacture~~has contracted to manage the production and ~~source products for Eco-Gen.~~delivery of Eco-Gen’s JouleBox® Power Station. 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 and shareholder of ~~Eco-Gen.~~Eco-Gen, holding 20.66% of Eco-Gen’s outstanding voting stock, and in that the Company’s offices are provided to the Company by Eco-Gen in a space located within Eco-Gen’s corporate offices.

~~Specifically,~~Under the Eco-Gen agreement, the Company has contracted to provide material purchase and management services, supply base management services, final product and component production services, delivery services, inventory management services, and related financial services ~~pursuant~~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 ~~Master Outsourcing Contract Manufacturing Agreement~~Company prior to the Company’s performance of these services with ~~Eco-Gen. Under this~~relation to Eco-Gen’s clients. Eco-Gen’s primary clients and business are with purchasers who 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 revenue from our agreement with Eco-Gen is dependent upon Eco-Gen’s business and anticipated revenue from Eco-Gen’s customers. For further disclosure regarding Eco-Gen’s business, see the section titled Business Model beginning on page 34.

To perform our obligations under the Eco-Gen agreement, the Company will ~~bill~~engage contract manufacturers and other independent contractors to perform the services and charge the cost of goods and services through to Eco-Gen with a 15% margin. ~~Our~~As the services will be outsourced by the Company using third parties, including (but not limited to) intellectual property legal counsel to register trademarks and patents, engineering and manufacturing firms to design and produce the Company’s products, and marketing and advertising firms, the Company plans to manufacture and source products under the Eco-Gen agreement with limited personnel resources.

With relation to Eco-Gen’s primary contracted technology, the JouleBox® Power Station, the agreement between the Company and Eco-Gen isrequires 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 ~~approximately $6 million and is anticipated~~the production of the JouleBox® Power Station will be pre-paid by Eco-Gen, we anticipate that none of the proceeds of this Offering will be necessary to ~~produce $25.5 million in revenue~~ 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.~~months following the Offering. Eco-Gen has a ten-year operating history and approximately 200 shareholders, and does substantial business with major clients. Due to our knowledge of Eco-Gen’s business and their ability to perform their financial obligations under our manufacturing agreement, we believe that Eco-Gen will be able to perform those obligations.

In connection with our agreement with Eco-Gen, Eco-Gen has represented to the Company that it has received two purchase commitments related to the JouleBox® Power Station from Eco-Gen, for $13,749,875 and $6,050,000 respectively, representing an aggregate current commitment of $19,799,875. 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 in cash for services under the two executed purchase orders, which are service fees earned and non-refundable under the Eco-Gen agreement. The Company records such revenue as earned, pursuant to the addendum to the Eco-Gen agreement.

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 Booster™: On June 16, 2020, the Company signed ana Master Exclusive ~~Global~~ Licensing, Marketing, Distribution and Sales Agreement with the Bellagio IP Trust for the ECOX Power Booster™ technology, giving the Company the exclusive right to ~~manufacture and sell~~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). ~~In many installations, when installed properly, substantial energy savings can be achieved via use of~~

The Company licensed the Power Booster™ ~~system. The~~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, ~~have tested~~ the ~~system, achieving~~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.~~configuration, over standard generator technology. Actual energy savings will vary depending on overall application and other factors. The Company plans to ~~manufacture~~engage third parties to market products using the Power Booster™technology in the United States, however, the current 2020 Covid 19-impacted business climate has impeded significant progress by the Company on this initiative since the signing date of the Master Exclusive ~~Global~~ Licensing, ~~Agreement.~~Marketing, Distribution and Sales Agreement with Bellagio IP Trust. Bringing the Power Booster™ technology to market will require significant financial inputs on the Company’s part.

MagnoSpring^TM: 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 MagnoSpring^TMtechnology comprises a mechanical motor that produces the rotation of its shaft using a system of magnets and springs. Pursuant to the MagnoSpring^TMtechnology 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 MagnoSpring^TMtechnology. Under the agreement, the Company is responsible for all costs for preparation, filing, prosecution and maintenance of patents for the MagnoSpring^TMtechnology, 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 MagnoSpring^TMtechnology 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, ~~Management~~the Company will pay a royalty of 10% of the net cost of goods for products using the MagnoSpring^TMtechnology that are manufactured and sold. The MagnoSpring^TMtechnology 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 MagnoSpring^TMtechnology.

We are in the process of negotiating other ~~similar green~~ technology licensing arrangements with other technology innovators, both entities and individuals. As of the time of this filing, these other potential elements of the Company’s business model remain under negotiation and in developmental stages. Please see Description of Business of this Prospectus, Page 30, for additional details of the Company’s planned business and of the status of these arrangements as of the date of filing of this Prospectus.

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 (747) 224-2453.

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.

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.

The Company was originally incorporated on March 5, 2001, as Dig-It Underground, Inc., a Nevada corporation, and was engaged in the business of underground cable contracting. 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. Via a 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.

On September 1, 2011, the Company entered into a share exchange agreement with Get Down Art, LLC, a Nevada limited liability company. On August 30, 2012, the Company acquired Haydin as a wholly-owned subsidiary of the Company through a share exchange agreement. 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. These acquisitions 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. From 2018 until early 2020, the Company was operated as an innovation incubator platform with an initial focus on affordable fire, hurricane, and earthquake resilient steel framing systems.

On February 28, 2020, our CEO, Julia Otey-Raudes, took over management and control of the Company and began implementing the Company’s new business model, changing the Company’s operations to its current business plan as of the date of her control acquisition. Upon the change of control, Ms. Otey-Raudes transferred all assets and intellectual property related to the Company’s previous business and discontinued operations out of the Company to the former CEO, John English. Since that time, with the new business model established by Ms. Otey-Raudes, the Company has organized its environmentally sustainable technology and energy efficiency-oriented incubator business model by pursuing licensing agreements with the owners of promising socially responsible technologies.

The Company will be registering all Shares under the Exchange Act in connection with this Offering.

For more information about current business operations and our corporate history, please see the section of this Prospectus entitled “Description of Business” beginning on page ~~30.~~34.

Eco Innovation Group brings together Inventors, Innovators and Creators with the business and finance expertise needed to make the world a better place for our future generations.

In the past, solar power technology was considered high tech and innovative. It is now a standard technology making our air cleaner and reducing emissions causing climate change.

We seek the brightest minds and most innovative environmentally sustainable technologies to create products with high potential for commercial success, to become the future generation of clean, green socially responsible tech.

Founded by Inventors and Business Professionals, Eco Innovation Group works to bring the most promising and innovative products and services to the marketplace, to make people's lives richer and the world a better, cleaner place for future generations.

At Eco Innovation Group, we are focused on the development of commercially successful technology, and always directed by our mission to help people and the earth we all call Home. We take our Social Responsibility Contract seriously in all our endeavors.

The following tables summarize our financial data for the periods presented and should be read together with the sections of this Prospectus entitled “Risk Factors,” “Selected Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as our financial statements and related notes appearing elsewhere in this Prospectus. We derived the summary financial information for the periods ended December 31, 2019 and December 31, 2018 from our audited financial statements and related notes appearing elsewhere in this Prospectus. The audited historical results are not necessarily indicative of the results we expect in the future.

The Company’s financial statements for the period ended ~~June~~September 30, 2020 appearing elsewhere in this Prospectus are not audited. The unaudited historical results are not necessarily indicative of the results we expect in the future.

The Company sustained continued operating losses during the years ended December 31, 2019 and 2018. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, in which it has not been successful, and/or obtaining additional financing from its ~~Stockholders~~stockholders or other sources, as may be required.

The Company’s financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below, as well as the other information in this Prospectus, including our financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before deciding whether to invest in our shares of common stock. The occurrence of any of the events or developments described below could harm our business, financial condition, operating results, and growth prospects. In such an event, the market price of our shares of common stock could decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations.

There could be unidentified risks involved with an investment in our securities.

The foregoing risk factors are not a complete list or explanation of the risks involved with an investment in the securities. Additional risks will likely be experienced that are not presently foreseen by the Company. Prospective investors must not construe the information provided herein as constituting investment, legal, tax or other professional advice. Before making any decision to invest in our securities, you should read this entire Prospectus and consult with your own investment, legal, tax and other professional advisors. An investment in our securities is suitable only for investors who can assume the financial risks of an investment in the Company for an indefinite period of time and who can afford to lose their entire investment. The Company makes no representations or warranties of any kind with respect to the likelihood of the success or the business of the Company, the value of our securities, any financial returns that may be generated or any tax benefits or consequences that may result from an investment in the Company.

The novel coronavirus (COVID-19) pandemic may have an unexpected effect on our business, financial condition and results of operations.

In March 2020, the World Health Organization declared COVID-19 a global pandemic, and governmental authorities around the world have implemented measures to reduce the spread of COVID-19. These measures have adversely affected workforces, customers, supply chains, consumer sentiment, economies, and financial markets, and, along with decreased consumer spending, have led to an economic downturn across many global economies.

The COVID-19 pandemic has rapidly escalated in the United States, creating significant uncertainty and economic disruption, and leading to record levels of unemployment nationally. Numerous state and local jurisdictions have imposed, and others in the future may impose, shelter-in-place orders, quarantines, shut-downs of non-essential businesses, and similar government orders and restrictions on their residents to control the spread of COVID-19. Such orders or restrictions have resulted in temporary facility closures, work stoppages, slowdowns and travel restrictions, among other effects, thereby adversely impacting our operations. In addition, we expect to be impacted by a downturn in the United States economy, which could have an adverse impact on discretionary consumer spending and may have a significant impact on our business operations and/or our ability to generate revenues and profits.

In response to the COVID-19 disruptions, we have implemented a number of measures designed to protect the health and safety of our staff and contractors. These measures include restrictions on non-essential business travel, the institution of work-from-home policies wherever feasible and the implementation of strategies for workplace safety at our facilities that remain open. We are following the guidance from public health officials and government agencies, including implementation of enhanced cleaning measures, social distancing guidelines and wearing of masks.

The extent to which COVID-19 ultimately impacts our business, financial condition and results of operations will depend on future developments, which are highly uncertain and unpredictable, including new information which may emerge concerning the severity and duration of the COVID-19 outbreak and the effectiveness of actions taken to contain the COVID-19 outbreak or treat its impact, among others. Additionally, while the extent to which COVID-19 ultimately impacts our operations will depend on a number of factors, many of which will be outside of our control. The COVID-19 outbreak is evolving and new information emerges daily; accordingly, the ultimate consequences of the COVID-19 outbreak cannot be predicted with certainty.

In addition to the COVID-19 disruptions possibility adversely impacting our business and financial results, they may also have the effect of heightening many of the other risks described in these Risk Factors, including risks relating to changes due to our limited operating history; our ability to generate sufficient revenue, to generate positive cash flow; our relationships with third parties, and many other factors. We will endeavor to minimize these impacts, but there can be no assurance relative to the potential impacts that may be incurred.

Generally, while we believe the coronavirus may have a negative impact on our future financial results, the impact is difficult to assess at this time. Our newly implemented business plan has not yet generated revenue as of the date of this filing, and future results are speculative. As an early-stage company with a limited operating history, the effects of the coronavirus on our business plan are impossible to predict. Although we believe that responsive actions related to COVID-19 may adversely affect our future business, financial condition, liquidity, and cash flow, we are unable to predict the extent of any such impact as circumstances rapidly evolve.

Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment.

You must consider the risks and difficulties we face as an early-stage company with a limited operating history. If we do not successfully address these risks, our business, prospects, operating results and financial condition will be materially and adversely harmed. We are in the beginning stages of introducing new technologies to the marketplace and we have a very limited operating history on which investors can base an evaluation of our business, operating results, and prospects. It is difficult to predict our future revenues and appropriately budget for our expenses, and we have limited insight into trends that may emerge and affect our business.

We have reported losses and we expect these losses to continue as we seek to introduce our new technologies to the marketplace.

Our independent auditors' report for the fiscal years ended December 31, 2019 and 2018 have expressed doubts about our ability to continue as a going concern.

Due to the uncertainty of our ability to meet our current operating and capital expenses, in our audited annual financial statements as of and for the year ended December 31, 2019 and 2018 our independent auditors included a note to our financial statements regarding concerns about our ability to continue as a going concern. The Company has incurred recurring losses, has generated limited revenue and has had negative operating cash flows since inception. These factors and the need for additional financing in order for the Company to meet its business plan, raise substantial doubt about the ability to continue as a going concern. The presence of the going concern note to our financial statements may have an adverse impact on the relationships we are developing and plan to develop with third parties as we continue the commercialization of our products and could make it challenging and difficult for us to raise additional financing, all of which could have a material adverse impact on our business and prospects and result in a significant or complete loss of your investment.

We may experience significant delays in the design, manufacture, launch, and financing of our products, which may increase the risk of your investment.

Any delay in the design, manufacture, marketing or sales of our products could materially damage our brand, business, prospects, financial condition and operating results, and thus the value of your investment.

We face significant barriers in our attempt to introduce our products to the marketplace, and if we cannot successfully overcome those barriers our business will be negatively impacted.

The market for our products has traditionally been controlled by a limited number of large corporations. These large corporations could hold significant power relative to the installation of new technologies on the electric power grid or relative to the installation of new technologies connected to the power grid. These corporations could seek to block our access to power grid connections, resulting in difficulties for our company to gain installations and revenues and profits. Our heat exchanger technologies are also new and as a result there could be market entry delays due to numerous competitive factors.

Our market sector is extremely competitive. Our competitors include numerous larger, diversified companies that have more financial, marketing and other resources, distribution networks and greater name recognition than us. Our ability to be successful will depend on many factors, some of which may be outside of our direct control.

We are often dependent on our suppliers, a significant number of which are single or limited source suppliers, and the inability of these suppliers to continue to deliver, or their refusal to deliver, necessary components of our system and/or the system of our customers at prices and volumes acceptable to us would have a material adverse effect on our business, prospects and operating results.

Our supply chain exposes us to multiple potential sources of delivery failure or component shortages. For example, earthquakes, floods or other natural disasters could negatively impact our supply chain. We are currently evaluating, qualifying and selecting our suppliers for future production and we intend to establish in the future dual suppliers for several key components of our products, although we expect that a number of components will be single-sourced. We have in the past experienced source disruptions in our supply chains, which have caused delays in our production process and we may experience additional delays in the future with respect to our current products and other products we produce in the future.

Changes in business conditions, wars, governmental changes and other factors beyond our control or which we do not presently anticipate, could also affect our suppliers’ ability to deliver components to us on a timely basis. Furthermore, if we experience significant increased demand, or need to replace our existing suppliers, there can be no assurance that additional supplies of component parts will be available when required on terms that are favorable to us, at all, or that any supplier would allocate sufficient supplies to us in order to meet our requirements or fill our orders in a timely manner. The loss of any single or limited source supplier or the disruption in the supply of components from these suppliers could lead to delays in vehicle deliveries to our customers, which could hurt our relationships with our customers and also materially adversely affect our business, prospects and operating results.

Increases in costs, disruption of supply or shortage of major components of our systems supplied by our vendors or to raw materials, could harm our business.

We may experience increases in the cost or a sustained interruption in the supply or shortage of components, raw materials and/or finished goods from our suppliers. Any such an increase or supply interruption could materially negatively impact our business, prospects, financial condition and operating results.

Product sales lead times may be significant and could negatively affect our business.

Decision timeframes and sales cycles within our industry are often long with significant analysis being required before purchasing decisions are completed. These long decisions and sales cycles may negatively affect our ability to generate revenues.

We are subject to substantial regulation and industry-standard guidelines related to the manufacturing of our products and relative safety requirements for our products

The industry in which we operate is highly regulated and there are considerable regulations regarding the manufacturing, labeling, marketing, and safety of our products. While we take great care to comply with regulatory compliance, our inability could affect our ability to manufacture and market our products, thus affecting our ability to generate profits for the Company.

While we believe our contracts, agreements and relationships with the entities from which we license various technologies are sound. There can be no assurance these license agreements will continue as envisioned. While we take great care to maintain good relationships with technology licensors, disagreements or attempts to cancel our contractual rights could negatively affect our business and our ability to generate revenues and/or profits.

Our future growth may be dependent upon consumers’ willingness to adopt new technologies relative to energy conservation, alternative electric generation, electrical storage technologies and alternatives to traditional heating and cooling technologies.

Our growth is highly dependent upon the adoption by consumers, governments, electric utility companies and private enterprises of alternative technologies. If the market for our alternative technologies does not develop as we expect or develops more slowly than we expect, our business, prospects, financial condition and operating results will be harmed. The market for our products is relatively new, rapidly evolving, characterized by rapidly changing technologies, price competition, additional competitors, evolving government regulation and industry standards, alternative energy generation and storage announcements and changing consumer demands and behaviors. There can be no assurance our new technologies will be accepted.

Our future growth may be dependent upon consumers’ willingness to adopt new technologies relative to pathogen detection, sterilization of interiors of buildings.

Our growth may be highly dependent upon the adoption by consumers, governments, and business of pathogen and illness mitigation technologies. If the market for new technologies that the Company may market in these areas does not develop as we expect or develops more slowly than we expect, our business, prospects, financial condition and operating results will be harmed. The market for our potential new pathogen mitigation related products is relatively new, rapidly evolving, characterized by rapidly changing technologies, price competition, additional competitors, evolving government regulation and industry standards, and changing consumer demands and behaviors. There can be no assurance our new technologies will be accepted by the market.

If our suppliers or technology license partners fail to use ethical business practices and comply with applicable laws and regulations, our brand image could be harmed due to negative publicity.

Our core values, which include developing the highest quality products while operating with integrity, are an important component of our brand image, which makes our reputation particularly sensitive to allegations of unethical business practices. We do not control our independent suppliers or their business practices. Accordingly, we cannot guarantee their compliance with ethical business practices, such as environmental responsibility, fair wage practices, and compliance with child labor laws, among others. A lack of demonstrated compliance could lead us to seek alternative suppliers, which could increase our costs and result in delayed delivery of our products, product shortages or other disruptions of our operations.

We face risks associated with our business with Eco-Gen Energy, Inc. that could harm our financial condition and results of operations.

We expect the majority of our anticipated revenue to come from our Master Outsourcing Contract Manufacturing Agreement with Eco-Gen Energy, Inc. Our business with and anticipated revenue from Eco-Gen is completely dependent upon certain factors, namely, our ability to perform under our agreement with Eco-Gen, on the functionality of Eco-Gen’s JouleBox® Power Station technology, and the ability of Eco-Gen’s customers to pay Eco-Gen. According to Eco-Gen, Eco-Gen’s primary clients and business are with purchasers who 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 revenue from our agreement with Eco-Gen is completely dependent upon Eco-Gen’s business and Eco-Gen’s anticipated revenue from Eco-Gen’s customers.

Our anticipated revenue from Eco-Gen is subject to numerous risks and uncertainties that include, in addition to the risk that we may be unable to perform our obligations to Eco-Gen, the following risks associated with Eco-Gen:

Eco-Gen’s current cash position, according to its unaudited financial statements, represented by Eco-Gen as total cash on hand as of November 21, 2020 of $267,297.26, is insufficient to complete its obligations under Eco-Gen’s current purchase orders, and insufficient to pay us to perform our related contractual obligations to manage the manufacture of Eco-Gen’s products;

Based on the fact that the two customers disclosed by Eco-Gen will not be required to pay 50% of their purchase prices until the units they purchased are delivered to them, according to Eco-Gen’s representations, and based on Eco-Gen’s current cash position disclosed above, as of the date of this filing, Eco-Gen does not have the necessary financial capacity to pay us to perform our obligations to Eco-Gen.

As a result of these risks, we cannot be certain that we will generate any revenue from our business with Eco-Gen Energy, Inc.

Violation of labor or other laws by our suppliers or the divergence of an independent supplier’s labor or other practices from those generally accepted as ethical in the United States or other markets in which we do business could also attract negative publicity for us and our brand. This could diminish the value of our brand image and reduce demand for our performance electric vehicles if, as a result of such violation, we were to attract negative publicity. If we, or other manufacturers in our industry, encounter similar problems in the future, it could harm our brand image, business, prospects, financial condition and operating results.

We manufacture critical components used within electrical and cooling/heating systems and, as a result, could be subject to litigation.

Product liability claims are common in the electrical product and heating and cooling systems industry. Even though we have not been subject to such claims in the past, we could be the defendant in a lawsuit including those related to product liability claims alleging defects in the design, manufacture or operation of our green technology products. Any litigation, regardless of its merit or eventual outcome, could result in significant legal costs and high damage awards or settlements. Although we currently maintain product liability insurance, the coverage is subject to deductibles and limitations, and may not be adequate to cover future claims. Additionally, we may be unable to maintain our existing product liability insurance in the future at satisfactory rates or at adequate amounts.

If product liability lawsuits are brought against us, our business may be harmed, and we may be required to pay damages.

Our business exposes us to potential product liability claims that are inherent in the market for electrical systems and components and relative to the green technology and energy efficiency markets in which we do business. We could become the subject of product liability lawsuits alleging that component failures, malfunctions, manufacturing flaws, design defects or inadequate disclosure of product-related risks or product-related information resulted in an unsafe condition or injury to patients.

Regardless of the merit or eventual outcome, product liability claims may result in:

Our business may suffer if we are unable to attract or retain talented personnel.

Our success will depend in large measure on the abilities, expertise, judgment, discretion, integrity and good faith of Management, as well as other personnel. We have a small management team, and the loss of a key individual or our inability to attract suitably qualified replacements or additional staff could adversely affect our business. Our success also depends on the ability of Management to form and maintain key commercial relationships within the marketplace. No assurance can be given that key personnel will continue their association or employment with us or that replacement personnel with comparable skills will be found. If we are unable to attract and retain key personnel and additional employees, our business may be adversely affected. We do not maintain key-man life insurance on any of our executive employees.

The lack of available and cost-effective directors and officer’s insurance coverage in our industry may cause us to be unable to attract and retain qualified executives, and this may result in our inability to further develop our business.

Our business depends on attracting independent directors, executives and senior management to advance our business plans. We currently do not have directors and officer’s insurance to protect our sole director or any new directors that may be appointed in the future and the Company against the possible third-party claims. This is due to the significant lack of availability of such policies at reasonably competitive prices. As a result, the Company and our executive directors and officers are susceptible to liability claims arising by third parties, and as a result, we may be unable to attract and retain qualified independent directors and executive management causing the development of our business plans to be impeded as a result.

If we fail to maintain satisfactory relationships with future customers, our business may be harmed.

Due to competition or other factors, we could lose business from our future customers, either partially or completely. The future loss of one or more of our significant customers or a substantial future reduction of orders by any of our significant customers could harm our business and results of operations. Moreover, our customers may vary their order levels significantly from period to period and customers may not continue to place orders with us in the future at the same levels as in prior periods. In the event that in the future we lose any of our larger customers, we may not be able to replace that revenue source. This could harm our financial results.

Successful expansion of our business will depend on our ability to effectively attract and manage staff, strategic business relationships, and ~~Stockholders.~~stockholders. Specifically, we will need to hire skilled management and technical personnel as well as manage partnerships to navigate shifts in the general economic environment. Expansion has the potential to place significant strains on financial, management, and operational resources, yet failure to expand will inhibit our profitability goals.

We depend on key personnel and have a difficult time recruiting needed personnel.

Our future success depends on the efforts of a small number of key personnel. In addition, due to our financial resources and specialized expertise required, we may not be able to recruit the individuals needed for our business needs. There can be no assurance that we will be successful in attracting and retaining the personnel we require to operate and be innovative.

We are pursuing a variety of strategies to grow our business, including, as outlined below. There can be no assurances we will be able to successfully grow our business operations.

As a growing company, we have to develop reliable accounting resources and internal controls. Failure to achieve and maintain effective controls could prevent us from producing reliable financial reports.

Effective internal controls and accounting resources are necessary for us to provide reliable financial reports. We are in the process of implementing a system of internal controls. Failure to achieve and maintain an effective internal accounting and control environment could cause us to face regulatory action and also cause investors to lose confidence in our reported financial information, either of which could have an adverse effect on our business and financial results.

Our products and operations are subject to extensive government regulation and industry association group compliance requirements. Our failure to comply with applicable requirements could harm our business.

Our products are subject to extensive regulation in the United States and elsewhere. Within the United States, there are numerous government agencies that regulate electrical components and the connection and operation of these components and systems. These may include but are not limited to Consumer Product Safety Commission (CPSC), Department of Energy (DOE), Environmental Protection Agency (EPA), Federal Communication Commission (FCC), Federal Trade Commission (FTC), Occupational Safety and Health Administration (OSHA). Many states within the United States have similar bodies and the state Public Utilities Commission. Additionally, there are numerous industry associated standards created, such as those enacted by the National Electrical Manufacturers Association and other industry bodies, to which we could be required to adhere.

The government imposed and industry regulations to which we are subject are complex and have tended to become more stringent over time. Regulatory changes could result in restrictions on our ability to carry on or expand our operations, higher than anticipated costs or lower than anticipated sales. Lack of adherence to these many requirements could result in prohibitions on sales of our products; and in the most serious cases, criminal penalties.

Our future sales could be affected by availability of government subsidies for wind, solar or other alternative energy production sources.

There are numerous U.S. federal, U.S. state, and non-U.S. government programs to subsidize wind, solar and other alternative forms of energy production, storage, transmission, usage, etc. The availability of such programs or curtailment of such programs could have negative impacts on our business and our ability to generate revenues and profits. There can be no assurances any current program or future program will be ongoing. Any change to subsidy framework could negatively affect our operations.

We may need additional capital that will dilute the ownership interest of investors.

We may require additional capital to fund our future business operations. If we raise additional funds through the issuance of equity, equity-related or convertible debt securities, these securities may have rights, preferences or privileges senior to those of the rights of holders of our shares of common stock, who may experience dilution of their ownership interest of our shares of common stock. We cannot predict whether additional financing will be available to us on favorable terms when required, or at all. During recent financial periods, we have experienced negative cash flow from operations and expect to experience significant negative cash flow from operations in the future. The issuance of additional shares of common stock by our board of directors may have the effect of further diluting the proportionate equity interest and voting power of holders of our shares of common stock.

We will be controlled by existing ~~Stockholders~~stockholders after this offering.

Upon the completion of this Offering, our officers currently will continue to oversee the Company’s operations. As a result, these individuals will likely have a significant influence on the affairs and management of the Company, as well as on all matters requiring stockholder approval, including electing and removing members of its board of directors, causing the Company to engage in transactions with affiliated entities, causing or restricting the sale or merger of the Company and changing the Company’s dividend policy. Such concentration of ownership and control could have the effect of delaying, deferring or preventing a change in control of the Company, even when such a change of control would be in the best interests of the Company’s other stockholders

This offering does not require a minimum number of Shares to be sold. As such, we may not receive sufficient funds from this offering. Thus, investors could be at risk.

This offering does not require a minimum number of Shares to be sold. We may raise less than the amount required to execute our stated maximum business plan, which calls for funding of $1,500,000 million, or our stated minimum business plan, which calls for funding of ~~$2 million.~~$375,000. If we are unable to raise sufficient funding to achieve the ~~$2 million~~$375,000 in gross proceeds need to implement this minimum business plan, we may not be able to execute our business plan as ~~currently~~ designed. Although our primary current contract with Ego-Gen Energy, Inc. provides for prior payment of the Company’s services under that agreement, our efforts to license and develop the PoolCooled^TM and MagnaSpring^TMtechnologies, and other additional technologies, could be restricted if we raise less than the amount required to execute our stated minimum business plan. Investors could be at risk if we are unable to raise ~~this~~our minimum business plan amount because funds will need to be reserved for fees and expenses related to this offering and for administrative expense. As is outlined elsewhere in this filing, we estimate our total offering registration costs to be approximately ~~$519.20~~$327.30 and our legal, auditor and related fees will be $5,500.00 equaling a total expense to the Company of ~~$6,019.20~~$5,827.30 relating to the registration. A significant portion of these fees will be incurred by the Company regardless of the amount of gross proceeds raised via this Offering.

Our shares of common stock qualify as a penny stock. As such, we are subject to the risks associated with "penny stocks". Regulations relating to "penny stocks" limit the ability of our ~~Stockholders~~stockholders to sell their shares and, as a result, our ~~Stockholders~~stockholders may have to hold their shares indefinitely.

Our shares of common stock are deemed to be "penny stock" as that term is defined in Regulation Section 240.3a51-1 of the Securities and Exchange Commission. Penny stocks are stocks: (a) with a price of less than $5.00 per share; (b) that are not traded on a "recognized" national exchange; (c) whose prices are not quoted on the NASDAQ automated quotation system (NASDAQ - where listed stocks must still meet the requirement (a) above); or (d) in issuers with net tangible assets of less than ~~$2,000,000~~$1,500,000 (if the issuer has been in continuous operation for at least three years) or $5,000,000 (if in continuous operation for less than three years), or with average revenues of less than $6,000,000 for the last three years.

Section 15(g) of the Securities Exchange Act of 1934 and Regulation 240.15g(c)2 of the Securities and Exchange Commission require broker dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor's account. Potential investors in our shares of common stock are urged to obtain and read such disclosure carefully before purchasing any shares of common stock that are deemed to be "penny stock".

Moreover, Regulation 240.15g-9 of the SEC requires broker dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker dealer to: (a) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (b) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (c) provide the investor with a written statement setting forth the basis on which the broker dealer made the determination in (ii) above; and (d) receive a signed and dated copy of such statement from the investor confirming that it accurately reflects the investor's financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult for investors in our shares of common stock to resell their shares to third parties or to otherwise dispose of them. Holders should be aware that, according to SEC Release No. 34-29093, dated April 17, 1991, the market for penny stocks suffers from patterns of fraud and abuse.

Our Management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, Management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock and to deposit certificates in paper form or to clear shares for trading under Safe Harbor exemptions and regulations for unregistered shares.

In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (known as “FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for ~~broker-dealers~~brokerdealers to recommend that their customers buy our shares of common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares. FINRA requirements make it more difficult for our investors to deposit paper stock certificates or to clear our shares of common stock that are transferred electronically to brokerage accounts. There can be no assurances that our investors will be able to clear our shares for eventual resale.

Costs and expenses of being a reporting company under the 1934 Securities Exchange Act may be burdensome and prevent us from achieving profitability.

As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and parts of the Sarbanes-Oxley Act. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly, and place a significant strain on our personnel, systems, and resources.

Since our shares of common stock are thinly traded their value is more susceptible to extreme rises or declines in price, and you may not be able to sell your shares at or above the price paid.

Since our shares of common stock are thinly traded its trading price is likely to be highly volatile and could be subject to extreme fluctuations in response to various factors, many of which are beyond our control, including (but not necessarily limited to): the trading volume of our shares, the number of analysts, market-makers and brokers following our shares of common stock, new products or services introduced or announced by us or our competitors, actual or anticipated variations in quarterly operating results, conditions or trends in our business industries, additions or departures of key personnel, sales of our shares of common stock and general stock market price and volume fluctuations of publicly traded, and particularly microcap, companies.

Investors may have difficulty reselling shares of our common stock, either at or above the price they paid for our stock, or even at fair market value. The stock markets often experience significant price and volume changes that are not related to the operating performance of individual companies, and because our shares of common stock are thinly traded it is particularly susceptible to such changes. These broad market changes may cause the market price of our shares of common stock to decline regardless of how well we perform as a company. In addition, there is a history of securities class action litigation following periods of volatility in the market price of a company’s securities. Although there is no such litigation currently pending or threatened against us, such a suit against us could result in the incursion of substantial legal fees, potential liabilities and the diversion of management’s attention and resources from our business. Moreover, and as noted below, our shares are currently quoted on the OTC Markets Pink and, further, are subject to the penny stock regulations. Price fluctuations in such shares are particularly volatile and subject to potential manipulation by market-makers, short-sellers and option traders.

Our chief executive officer and our sole director will continue to have substantial control over us after this offering, which could limit your ability to influence the outcome of key transactions, including a change of control.

After this offering, our executive officer and principal stockholders will beneficially own or control, directly or indirectly, a significant majority of our shares. For example, our CEO and sole director holds 30,000,000 shares of preferred stock that allows for up to 96.8% control of any Stockholder vote. As a result, this stockholder could have significant influence over the outcome of matters submitted to our stockholders for approval, including the election or removal of directors, any amendments to our certificate of incorporation or bylaws and any merger, consolidation or sale of all or substantially all of our assets, and over the management and affairs of our company. This concentration of ownership may also have the effect of delaying or preventing a change in control of our company or discouraging others from making tender offers for our shares and might affect the market price of our common stock.

Our chief executive officer, Julia Otey-Raudes, is considered the underwriter of this offering and is a Selling Stockholder.

The Shares will be sold in a “Direct Public Offering” through director and Chief Executive Officer Julia Otey-Raudes, who may be considered an underwriter as that term is defined in Section 2(a) (11).

Because we do not expect to pay any dividends on our common stock for the foreseeable future, investors in this offering may never receive a return on their investment.

We do not anticipate that we will pay any cash dividends to holders of our common stock in the foreseeable future. Instead, we plan to retain any earnings to maintain and expand our existing operations. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any return on their investment.

There could be unidentified risks involved with an investment in our securities.

The foregoing risk factors are not a complete list or explanation of the risks involved with an investment in the securities. Additional risks will likely be experienced that are not presently foreseen by the Company. Prospective investors must not construe this and the information provided herein as constituting investment, legal, tax or other professional advice. Before making any decision to invest in our securities, you should read this entire Prospectus and consult with your own investment, legal, tax and other professional advisors. An investment in our securities is suitable only for investors who can assume the financial risks of an investment in the Company for an indefinite period of time and who can afford to lose their entire investment. The Company makes no representations or warranties of any kind with respect to the likelihood of the success or the business of the Company, the value of our securities, any financial returns that may be generated or any tax benefits or consequences that may result from an investment in the Company.

This Prospectus may contain certain “forward-looking” statements as such term is defined by the SEC in its rules, regulations and releases, which represent the registrant’s expectations or beliefs, including but not limited to, statements concerning the registrant’s operations, economic performance, financial condition, growth and acquisition strategies, investments, and future operational plans. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intent,” “could,” “estimate,” “might,” “plan,” “predict” or “continue” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, certain of which are beyond the registrant’s control, and actual results may differ materially depending on a variety of important factors, including uncertainty related to acquisitions, governmental regulation, managing and maintaining growth, the operations of the Company and its subsidiary, volatility of stock price, federal enforcement and state enforcement, and any other factors discussed in this and other registrant filings with the Securities and Exchange Commission.

The risks and uncertainties and other factors include but are not limited to those set forth under the “Risk Factors”, beginning on page 1214 of this Prospectus. Given these risks and uncertainties, readers are cautioned not to place undue reliance on our forward-looking statements. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Except as otherwise required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statements or the risk factors described in this Prospectus or in the documents we incorporate by reference, whether as a result of new information, future events, changed circumstances or any other reason after the date of this Prospectus.

Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters described in Prospectus generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Prospectus will in fact occur. We caution you not to place undue reliance on these forward-looking statements. In addition to the information expressly required to be included in this Prospectus, we will provide such further material information, if any, as may be necessary to make the required statements, in light of the circumstances under which they are made, not misleading.

Except as required by federal securities laws, we do not intend to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The Selling Stockholders are selling all of ~~the~~their Shares of our common stock covered by this Prospectus for their own ~~accounts. Accordingly, we~~accounts, and the Company will not receive any proceeds from the resale of our common stock by the Selling Stockholders.

~~How~~The Company ~~ever, we~~ will receive all proceeds from any sale of the Shares of common stock under the Direct Public Offering. We estimate that the gross proceeds to us from the sale of our Common Stock in the Direct Public Offering will be approximately ~~$2,000,000,~~$1,500,000, based on an assumed initial public offering price of $~~0.08~~0.06 per share. Each $0.01 increase (decrease) in the assumed offering price of ~~$0.08~~$0.06 per share would increase (decrease) the proceeds to us from this offering by approximately $250,000 assuming the number of Shares offered by us, as set forth on the cover page of this Prospectus, remains the same and estimated offering expenses payable by ~~us.~~us remain the same.

We estimate our total offering registration costs to be approximately ~~$519.20,~~$327.30, which will be paid from corporate funds. We estimate our legal and auditor related fees will be $5,500.00, which, together with registration fees, will reduce the funds received by the Company via the Direct Public Offering by ~~$6,019.20.~~$5,827.30. Similarly, each increase (decrease) of one million shares in the number of Shares of common stock offered by us would increase (decrease) the net proceeds that we receive from this offering by approximately ~~$100,000~~$60,000 assuming the offering price remains the same.

~~Proceeds from the~~Our Direct Public Offering is being made without the involvement of underwriters or broker-dealers. We intend to disburse the proceeds from this Offering in the priority set forth below within the first 12 months after successful completion of this Offering. The following chart indicates the approximate amount of funds that we will allocate to each item, but does not indicate the total fee/cost of each item. The amount of proceeds we allocate to each item is dependent upon the amount of proceeds we receive from this offering:

If we sell all of the Shares being offered, our net proceeds will be ~~used for general working capital, purchases~~$1,500,000. If the Offering is fully subscribed, the proceeds will be applied in the manner described below. If less than the full numbers of ~~capital equipment, enhancement~~shares are subscribed, the proceeds will be applied in the order of priority listed. If we are only to receive between $0 and $375,000, we would need to amend our business plan. Our business with Eco-Gen, requiring payment to us prior to the provision of services, will not be significantly affected if we do not fully subscribe this Offering, however, some of our ~~marketing programs,~~other initiatives would be affected. The following table sets forth a breakdown of the estimated use of the net proceeds as we currently expect to use them, assuming the sale of 100%, 75%, 50% and 25% of the Shares offered for ~~other general corporate purposes, as set forth below.~~sale in this offering:

The ~~Company anticipates~~above figures represent only estimated costs. As indicated in the ~~estimated $2,000,000 gro~~sstable above, if we sell only 75%, or 50%, or 25% of the Shares offered for sale in this offering, we would expect to use the resulting net proceeds for the same purposes as we would use the net proceeds from a ~~fully subscribed Direct Public Offering will enable~~sale of 100% of the Shares, and in approximately the same proportions. However, the lower our net proceeds, the less we would expect to use the funds in the expenditure categories.

This offering does not require a minimum number of Shares to be sold. We may raise less than the amount required to execute ~~its~~our stated maximum business plan, ~~expand marketing~~which calls for funding of $1,500,000, or our stated minimum business plan, which calls for funding of $375,000. If we are unable to raise sufficient funding to achieve the $375,000 in gross proceeds need to implement this minimum business plan, we may not be able to execute our business plan as designed. Although our primary current contract with Ego-Gen Energy, Inc. provides for advance payment of the Company’s services under that agreement, our efforts ~~fund inventory build-up~~to license and develop the PoolCooled^TM and MagnaSpring^TM technologies, and other additional technologies, could be restricted if we raise less than the amount required to ~~fund the working capital account.~~

execute our stated minimum business plan. In the event ~~that Direct Public Offering is~~we do not ~~fully subscribed,~~sell all of the ~~Company~~Shares being offered, we may ~~be required to~~ seek additional financing asto support the ~~Company needs a minimum~~intended use of ~~approximately $625,000~~proceeds discussed above. If we secure additional equity funding, investors in ~~gross proceeds to implement its minimum business plan and support its operations over the next twelve months. There~~ this Offering would be diluted. In all events, there can be no assurance that additional financing ~~will~~would be available when needed and, if available, ~~that it will be~~ on terms acceptable to ~~the Company.~~us.

Our shares of common stock are currently quoted on the OTC Markets Pink under the symbol “ECOX”. The proposed offering price of the Shares is ~~$0.08~~$0.06 and has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(c) of the Securities Act of 1933, on the basis of the average of the transaction prices of the shares of common stock of the Company as reported on the OTC Markets Group, Inc., for the last two years.

This Prospectus relates to the following. The Company will be registering all Shares of Common Stock under the Exchange Act in connection with this Offering.

We have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the Board of Directors. There are no contractual restrictions on our ability to declare or pay dividends. Consequently, you will only realize an economic gain on your investment in our common stock if the price appreciates. You should not purchase our common stock expecting to receive cash dividends. Since we do not anticipate paying dividends, and if we are not successful in establishing an orderly public trading market for our shares, then you may not have any manner to liquidate or receive any payment on your investment. Therefore, our failure to pay dividends may cause you to not see any return on your investment even if we are successful in our business operations. In addition, because we may not pay dividends in the foreseeable future, we may have trouble raising additional funds which could affect our ability to expand our business operations.

We have issued 135,930,680 common shares as of ~~September 16,~~December 23, 2020. Of these common shares, 125,308,800 are restricted as of date of this filing.

We had 59 ~~Stockholder~~stockholders of record of our common stock as of ~~September 16,~~December 23, 2020.

Just prior to the Offering there are 135,930,680 common shares outstanding. The 25,000,000 of the Company’s common shares being offered by the Company in the Direct Public Offering represent a dilution event to common ~~Stockholders~~stockholders that will result in a new total for outstanding and issued common shares of 160,930,680.

The following table, which is based on the most recent balance sheet date, illustrates dilution to investors on an approximate dollar per share basis, depending upon whether we sell 100%, 75%, 50%, or 25% of the Shares being offered in the Direct Public Offering:

The following table sets forth the shares beneficially owned, as of ~~September 16,~~December 23, 2020, by the Selling Stockholders prior to the Offering contemplated by this Prospectus, the number of Shares each Selling Stockholder is offering by this Prospectus and the number of shares which each would own beneficially if all such offered Shares are sold.

Beneficial ownership is determined in accordance with Securities and Exchange Commission rules. Under these rules, a person is deemed to be a beneficial owner of a security if that person or his/her spouse has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

In total, 25,000,000 Shares are being registered by the Selling Stockholders. The Company will not receive any proceeds from the sale of the Selling Stockholder Shares.

The percentages below are calculated based on 135,930,680 shares of our common stock issued and outstanding as of ~~September 16,~~December 23, 2020 and exclusive of the additional 25,000,000 shares of common stock being issued as part of the Direct Public Offering.

The Direct Public Offering Shares will be sold in a “Direct Public Offering” through our sole director and Chief Executive Officer, Julia Otey-Raudes, who may be considered an underwriter as that term is defined in Section 2(a) (11). Ms. Otey will not receive any commission in connection with the sale of Shares, although we may reimburse her for direct expenses incurred by her in connection with the offer and sale of the Shares.

~~The Company is registering 25,000,000~~Our Shares of common stock subject to the Primary Direct Offering and Selling Stockholders are referred to herein collectively as our “Shares.” We estimate our total offering registration costs to be approximately $327.30 and our legal, auditor and related fees will be $5,500 equaling at ~~$0.08 per share in a Direct Public Offering. In addition,~~total expense to the Company ~~is registering 25,000,000 Shares~~ of ~~common stock currently held by our “Selling Stockholders,” or individually, “Selling Stockholder.” The Selling Stockholders will sell~~$5,827.30 relating to the ~~Shares of Common Stock at the fixed price of $0.08 per share until such time, if ever, that the common stock is quoted on the OTC Markets OTCQX market, OCTQB market or listed on a securities exchange.~~registration.

Our Shares of common stock subject to the Primary Direct Offering and Selling Stockholders are referred to herein collectively as our “Shares.” We estimate our total offering registration costs to be approximately $519.20 and our legal, auditor and related fees will be $5,500 equaling at total expense to the Company of $6,019.20 relating to the registration.

There is no minimum number of Shares that must be sold by us for the offering to proceed. The Company will retain any proceeds from the Direct Public Offering, while the Selling Stockholders will retain the proceeds from their resale of Shares.

Ms. Otey will be relying on, and complying with, Rule 3a4-1(a)(4)(ii) of the Exchange Act as a “safe harbor” from registration as a broker-dealer in connection with the offer and sale of the Shares. In order to rely on such “safe harbor” provisions provided by Rule 3a4-1(a) (4) (ii), she must be in compliance with all of the following:

Ms. Otey-Raudes will comply with the guidelines enumerated in Rule 3a4-1(a) (4) (ii). Neither Ms. Otey nor any of her affiliates, will be purchasing Shares in the Offering.

You may purchase Shares by completing and manually executing a simple subscription agreement and delivering it with your payment in full for all Shares you wish to purchase to our offices. A copy of the form of that subscription agreement is attached as an exhibit to our registration statement of which this Prospectus is a part. Your subscription shall not become effective until accepted by us and approved by our counsel. Our subscription process is as follows:

The Selling Stockholders and any of their pledgees, donees, transferees, assignees and successors-in-interest may, from time to time, sell any or all of their Shares of our Common Stock on any stock exchange, market or trading facility on which the Shares are traded or quoted or in private transactions. The Selling Stockholders may use any one or more of the following methods when selling Shares:

Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders, or, if any broker-dealer acts as an agent for the purchaser of Shares, from the purchaser, in amounts to be negotiated. The Selling Stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved.

The Selling Stockholders may from time to time pledge or grant a security interest in some or all of the Shares owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell Shares of our Common Stock from time to time under this Prospectus, or under an amendment to this Prospectus under Rule 462(c) or other applicable provision of the Securities Act of 1933 amending the list of Selling Stockholders to include the pledgee, transferee or other successors in interest as Selling Stockholders under this Prospectus.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in “penny stocks.” Penny stocks generally are equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver to the prospective purchaser a standardized risk disclosure document prepared by the Securities and Exchange Commission that provides information about penny stocks and the nature and level of risks in the penny stock market. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the prospective purchaser and receive the purchaser’s written agreement to the transaction. Furthermore, subsequent to a transaction in a penny stock, the broker-dealer will be required to deliver monthly or quarterly statements containing specific information about the penny stock. It is anticipated that our common stock will be traded on the OTC Markets Pink at a price of less than $5.00. In this event, broker-dealers would be required to comply with the disclosure requirements mandated by the penny stock rules. These disclosure requirements will likely make it more difficult for investors in this Offering to sell their Common Stock in the secondary market.

Upon our being notified in writing by a Selling Stockholder that any material arrangement has been entered into with a broker-dealer for the sale of our Common Stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a post-effective amendment to this Prospectus will be filed, if required, pursuant to Rule 462(c) under the Securities Act, disclosing (i) the name of each such Selling Stockholder and of the participating broker-dealer(s), (ii) the number of Shares involved, (iii) the price at which such Shares of our common stock were sold, (iv)the commissions paid or discounts or concessions allowed to such broker-dealer(s). In addition, upon our being notified in writing by a Selling Stockholder that a donee or pledgee intends to sell more than 500 shares of our Common Stock, a post-effective amendment to this Prospectus will be filed if then required in accordance with applicable securities law.

Prior to any involvement of any broker-dealer in the Offering, such broker-dealer must seek and obtain clearance of the underwriting compensation and arrangements from FINRA.

The Selling Stockholders also may transfer the Shares of our Common Stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this Prospectus.

The Selling Stockholders and any broker-dealers or agents that are involved in selling the Shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the Shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of Shares will be paid by the Selling Stockholder and/or the purchasers. Each Selling Stockholder has represented and warranted to us that it acquired the securities subject to this Prospectus in the ordinary course of such Selling Stockholders’ business and, at the time of its purchase of such securities, such Selling Stockholder had no agreements or understandings, directly or indirectly, with any person to distribute any such securities.

We have advised each Selling Stockholder that it may not use Shares registered in this Prospectus to cover short sales of our Common Stock made prior to the date on which this Prospectus shall have been declared effective by the Commission. If a Selling Stockholder uses this Prospectus for any sale of our common stock, it will be subject to the prospectus delivery requirements of the Securities Act. The Selling Stockholders will be responsible to comply with the applicable provisions of the Securities Act and Exchange Act, and the rules and regulations there under promulgated, including, without limitation, Regulation M, as applicable to such Selling Stockholders in connection with resales of their respective Shares under this Prospectus.

We are required to pay all fees and expenses incident to the registration of the Shares. We have agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

All sales by the Company to the public through direct the Direct Public Offering will be issued directly from the Company to the subscriber as a proceeds-generating offering for the Company.

~~There~~Other than compensation arrangements for our director and executive officer, and participation in this Offering, which are described elsewhere in this Prospectus, below we describe transactions since January 1, 2018 to which we were a party or will be a party, in which:

On August 25, 2020, the Company signed a Master Outsourcing Contract Manufacturing Agreement with Eco-Gen Energy, Inc. (“Eco-Gen”), pursuant to which the Company will manage the production and delivery of Eco-Gen’s JouleBox® Power Station. The Master Outsourcing Contract Manufacturing Agreement with Eco-Gen is a related party transaction insofar as our CEO, sole director, and controlling stockholder, Julia Otey-Raudes, is a director and shareholder of Eco-Gen. The value of the Eco-Gen agreement is estimated at $25,500,000 in potential gross revenue and $3,825,000 in potential net profit over the next twelve months. Under the terms of the agreement, the Company will earn a margin of 15% of the cost of services provided to Eco-Gen.

In 2019 and 2020, we issued promissory notes to Robert L. Hymers III (“Hymers”) and Pinnacle Consulting Services, Inc., an entity beneficially owned by Hymers, a beneficial owner of more than 5% of our capital stock.

On December 2, 2019, the Company issued a convertible promissory note to holder Pinnacle Consulting Services Inc. in the principal amount of $40,000, which matured and entered default on June 9, 2020. This note bears interest at 5% 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 the note by a conversion price defined as a 35% discount of the lowest reported sale price of the Company’s common stock for the 15 trading days immediately prior to the date of conversion. On November 16, 2020, the Company and Pinnacle entered into an amendment to this note, extending the maturity date to April 1, 2021, and adding an ownership limitation whereby the holder is unable to effect any conversion under the note if the holder owns greater than 4.99% of the Company outstanding capital stock. As a result of this amendment to the convertible promissory note, the note is no ~~material contracts, agreements~~longer in default.

In May 2016, a consultant was awarded the right to receive 100,000,000 shares of common stock. In May 2018, this right was assigned to Heritage Funding, Inc. and John English equally in exchange for $9,038 to be paid by the Company. The promissory note was convertible into 100,000,000 shares of common stock at a fixed price of $0.0009. In October 2019, Heritage Funding entered into a private transaction to sell the right to 45,000,000 of its 50,000,000 shares to Blue Ridge Enterprises. Also, in October 2019, Blue Ridge Enterprises and Heritage Funding converted principal into 45,000,000 and 5,000,000 shares of common stock, respectively. In May 2020, Robert L. Hymers III (“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 into 25,000,000 shares of common stock. The remaining principal balance owed to Hymers of $2,451 was convertible into 25,000,000 shares of stock at September 30, 2020. On November 16, 2020, the Company and Hymers entered into a debt exchange agreement (the “Debt Exchange Agreement”) whereby the remaining principal balance owed to Hymers of $2,451 has been exchanged for a convertible promissory note with a principal amount of $2,451, a maturity date of November 15, 2021, bearing interest at the rate of 12% per annum and convertible into 25 million shares of the Company’s common stock. Pursuant to the terms of this convertible promissory note, certain conversion limitations apply to the holder’s conversion option, with the effect that the holder shall not be allowed to effect a conversion if such conversion would result in the holder’s aggregate total ownership of the Company’s common stock exceeding 4.99% of the Company’s then-outstanding shares of common stock.

On May 12, 2020, the Company executed a convertible note with Pinnacle Consulting Services Inc. for $12,500 due on May 12, 2021. This note bears interest at 10% per annum and is convertible (in whole or ~~other transactions between any~~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 fixed at $0.0025 per share. The Company ~~Entity or any~~recognized a beneficial conversion feature of ~~their respective affiliates,~~$12,500 as debt discount related to this convertible note based on the ~~one part, and~~intrinsic value of the ~~Contributor or any person holding~~conversion feature at the time of issuance. Pursuant to the terms of this convertible promissory note, certain conversion limitations apply to the holder’s conversion option, with the effect that the holder shall not be allowed to effect a ~~direct interest~~conversion if such conversion would result in the ~~Contributor~~holder’s aggregate total ownership of the Company’s common stock exceeding 4.99% of the Company’s then-outstanding shares of common stock.

On June 30, 2020, the Company executed a convertible note with Pinnacle Consulting Services Inc. for $21,000 due on June 30, 2021. This note bears interest at 10% per annum and is convertible (in whole or ~~any~~in part), at the option of ~~their respective affiliates,~~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. Pursuant to the terms of this convertible promissory note, certain conversion limitations apply to the holder’s conversion option, with the effect that the holder shall not be allowed to effect a conversion if such conversion would result in the holder’s aggregate total ownership of the Company’s common stock exceeding 4.99% of the Company’s then-outstanding shares of common stock.

On June 29, 2020, we issued and sold 4,000,000 shares of the Company’s common stock at a price of $0.005 per share to Pinnacle Consulting Services, Inc. in exchange for a cash payment of $20,000, received on ~~the other part.~~August 14, 2020. As a result of this transaction, Pinnacle Consulting Services, Inc. holds 12.14% of our outstanding common stock.

~~Our Board of Directors~~The Company has ~~created~~authorized two classes of shares of preferred stock, designated “Series A Convertible Preferred Stock” and “Series B Convertible Preferred Stock”. The Company has designated 49,000,000 shares of Series A Convertible Preferred Stock, of which 30,000,000 shares have been issued and are outstanding. Holders of Series A Convertible Preferred Stock hold rights to vote on all matter requiring a Stockholder vote at 100 common shares vote equivalent for each share of Series A Convertible 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 of ~~September 18,~~December 23, 2020, , the filing date of this Prospectus, there are no shares of Series B Convertible Preferred Stock issued or outstanding.

Holders of Preferred Series A have no liquidation rights that are superior to common ~~Stockholders.~~stockholders.

~~Our Board~~On February 20, 2020, the Company filed a certificate of ~~Directors has created~~amendment to its articles of incorporation with the Nevada secretary of state, increasing from 100 million to 500 million the Company’s authorized common shares. As a ~~class of~~result, the Company is authorized to issue 500,000,000 shares of ~~common stock designated as the~~$0.001 par value shares of common stock. Each share of common stock entitles its holder to one vote on all matters on which common ~~Stockholders~~stockholders are entitled to vote, including the election of directors. The Company’s shares of common stock do not have cumulative voting rights. ~~The Company is authorized to issue 500,000,000 shares of $0.001 par value shares of common stock.~~ As of ~~September 18,~~December 23, 2020, , the date of this filing, the Company had 135,930,680 shares of common stock outstanding.

On July 1, 2018, by resolution of the Company’s Board of Directors and by written consent of a majority of the Company’s ~~Stockholders~~stockholders eligible to vote, there was approved and implemented by the Company: (i) a reverse split of its common stock in a ratio of 1:1,000; (ii) a change of the Company’s name to Eco Innovation Group, Inc.; and (iii), the change of the Company’s trading symbol to ECOX. The reverse split of the Company’s common stock was effective August 29, 2018. ~~On Dec 31, 2019, we filed an increase in authorized shares with the Secretary of State of Nevada. The total authorized common shares are increased to 500,000,000 with a par value $0.001.~~

Subject to the preferences that may be applicable to any outstanding classes of stock, the holders of the shares of common stock will share equally on a per share basis any dividends, when and if declared by the Board of Directors out of funds legally available for that purpose. If the Company is liquidated, dissolved, or wound up, the holders of the shares of common stock will be entitled to a ratable share of any distribution to ~~Stockholders,~~stockholders, after satisfaction of all the Company’s liabilities and of the prior rights of any outstanding classes of the Company’s stock. Shares of common stock carry no preemptive or other subscription rights to purchase shares of the Company’s stock and are not convertible, redeemable, or assessable.

The financial statements of the Company as of and for the years ended December 31, 2019 and 2018 appearing in this Prospectus and the Registration Statement of which it is a part, have been audited by an independent registered public accounting firm, Boyle CPA, LLC, as set forth in their report dated ~~September 16,~~November 20, 2020 (which contains an explanatory paragraph regarding the Company’s ability to continue as a going concern), appearing elsewhere herein. ~~The base Prospectus, dated September 16, 2020, is hereby amended to include the current report of Boyle CPA, LLC, which was not included in the original Prospectus.~~

THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ TOGETHER WITH THE FINANCIAL STATEMENTS OF ECO INNOVATION GROUP, INC. AND THE NOTES TO FINANCIAL STATEMENTS INCLUDED IN THIS REGISTRATION STATEMENT. THIS DISCUSSION SUMMARIZES THE SIGNIFICANT FACTORS AFFECTING OUR OPERATING RESULTS, FINANCIAL CONDITIONS AND LIQUIDITY AND CASH-FLOW SINCE INCEPTION.

On August 25, 2020, the Company signed a Master Outsourcing Contract Manufacturing Agreement with Eco-Gen Energy, Inc. (“Eco-Gen”), pursuant to which the Company ~~will manufacture~~has contracted to manage the production and ~~source products for Eco-Gen.~~delivery of Eco-Gen’s JouleBox® Power Station. 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 and shareholder of ~~Eco-Gen.~~Eco-Gen, and in that 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 as of the date of this amended Prospectus.

~~Specifically,~~Under the Eco-Gen agreement, the Company has contracted to provide material purchase 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 ~~Master Outsourcing Contract Manufacturing Agreement with Eco-Gen. Under this~~addendum to the Eco-Gen agreement.

To perform our obligations under the Eco-Gen agreement, the Company will ~~bill~~engage contract manufacturers 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 trademarks and patents, engineering and manufacturing firms to design and produce the Company’s products, and marketing and advertising firms, the Company plans to manufacture and source products under the Eco-Gen agreement with limited personnel resources.

Eco-Gen is 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 all 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 income 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 result 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.

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 customers to pay Eco-Gen. According to Eco-Gen, Eco-Gen’s primary clients and business are with purchasers who 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 revenue 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 ~~approximately $6 million~~the purchase and delivery of Eco-Gen’s products: 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 September 30, 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 order in the amount of $13,749,875 was made on November 2, 2020, is ~~anticipated~~for a 2 megawatt generator, 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 ~~produce $25.5 million~~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 in ~~revenue over~~cash for services towards fulfillment of these orders, which are service fees considered earned and non-refundable under the ~~next 12 months.~~Eco-Gen agreement. As of the date of this Prospectus, all services paid for by Eco-Gen have been performed pursuant to the relevant purchase orders.

~~Power Booster™~~: On June 16, 2020, the Company signed ana Master Exclusive ~~Global~~ Licensing, Marketing, Distribution and Sales Agreement with the Bellagio IP Trust for the ~~ECOX~~ Power Booster™ technology, giving the Company the exclusive right to ~~manufacture and sell~~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). ~~In many installations, when installed properly, substantial energy savings can be achieved via use of~~

The Company licensed the Power Booster™ ~~system. The~~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, ~~have tested~~ the ~~system, achieving~~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.~~configuration, over standard generator technology. Actual energy savings will vary depending on overall application and other factors. The Company plans to ~~manufacture~~engage third parties to market products using the Power Booster™ technology in the United States, however, the current 2020 Covid 19-impacted business climate has impeded significant progress by the Company on this initiative since the signing date of the Exclusive Global Licensing Agreement.States.

The Exclusive Global Licensing Agreement with the Bellagio IP Trust (“Bellagio”), attached hereto (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 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.

The core technology behind the Power Booster™ system is based on an innovative use of high-speed switching that ~~has only recently been introduced to~~is not currently available the ~~marketplace.~~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 ~~but not limited to~~ 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.

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 MagnoSpring^TMtechnology comprises a mechanical motor that produces the rotation of its shaft using a system of magnets and springs. Pursuant to the MagnoSpring^TMtechnology 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 MagnoSpring^TMtechnology. Under the agreement, the Company is responsible for all costs for preparation, filing, prosecution and maintenance of patents for the MagnoSpring^TMtechnology, and shall have final authority over all decisions concerning filing prosecution of patent applications and patents, including the selection of patent attorneys.

The Company is currently working with Fortin on the development of a MagnoSpring^TMtechnology prototype, and our work on patenting the MagnoSpring^TMtechnology 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 MagnoSpring^TMtechnology 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.

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.

The Company’s common shares are quoted on the OTC Markets Pink market tier under the symbol ECOX.

The Company does not lease or own an office, any real estate or assets as of the year ended December 31, 2019, 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.

From time to time and in the course of business, we may become involved in various legal proceedings seeking monetary damages and other relief. The amount of the ultimate liability, if any, from such claims cannot be determined.

As of the date of this filing, there were no legal claims currently pending or threatened against us that in the opinion of Management would be likely to have a material adverse effect on our financial position, results of operations or cash flows.

Shares of the Company’s common stock are quoted under the symbol "ECOX" on the OTC Markets Quotation System Pink market tier.

The OTC Markets Quotation System is quotation service that display real-time quotes, last-sale prices and volume information in over-the-counter equity securities. The market is limited for our stock and any prices quoted may not be a reliable indication of the value of our shares of common stock. The following Table sets forth the high and low bid prices per share of our shares of common stock by OTC Markets for the periods indicated.

As of ~~September 18,~~December 23, 2020, , the shares traded at ~~$0.08~~$0.06 bid and $0.095 ask price with a total of 72,000 shares traded in the previous 10 days of trading.

As of ~~September 18,~~December 23, 2020, , the date of filing of this Prospectus and Registration Statement, we have 135,930,680 shares of our common stock issued and outstanding, held by approximately 59 ~~Stockholders~~stockholders of record.

We have not paid, nor declared any cash dividends since our inception and do not intend to declare or pay any such dividends in the foreseeable future. Our ability to pay cash dividends is subject to limitations imposed by state law.

This 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 forward-looking statements contained herein.

The Company sustained continued operating losses during the years ended December 31, 2019 and 2018. The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, in which it has not been successful, and/or obtaining additional financing from its ~~Stockholders~~stockholders or other sources, as may be required.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above conditions raise substantial doubt about the Company's ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classifications of liabilities that may result, should the Company be unable to continue as a going concern.

While priority is on generating cash from operations through the sale of the Company's products and services, Management is also seeking to raise additional working capital through various financing sources, including the sale of the Company's equity and/or debt securities, which may not be available on commercially reasonable terms, if at all. If such financing is not available on satisfactory terms, we may be unable to continue our business as desired and our operating results will be adversely affected. In addition, any financing arrangement may have potentially adverse effects on us and/or our ~~Stockholders.~~stockholders. Debt financing (if available and undertaken) will increase expenses, must be repaid regardless of operating results and may involve restrictions limiting our operating flexibility. If we issue equity securities to raise additional funds, the percentage ownership of our existing ~~Stockholders~~stockholders will be reduced and the new equity securities may have rights, preferences or privileges senior to those of the current holders of our shares of common stock.

The following table sets forth the results of our operations for the periods ended December 31, 2019 and 2018.

Our sales totaled $0 for the twelve months ended December 31, 2019 and $0 for the twelve months ended December 31, 2018. The Company is continuing in its efforts to increase its sales but there is no guarantee that it will be able to do so.

We had $0 costs of goods sold for the twelve months ended December 31, 2019 and $0 for the twelve months ended December 31, 2018.

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 $201,968 for the twelve months ended December 31, 2019 and $655,907 for the twelve months ended December 31, 2018. The change is primarily due to a reduced level of overall activity at the Company while the business operations were being restructured.

The Company also recognized interest expense of $6,498, a derivative loss of $20,658 and a loss on sale of investments of $259,186 during the year ended December 31, 2019.

As a result of the foregoing, we recorded a net loss of ~~$525,384~~$488,310 for the twelve months ended December 31, 2019, compared to a net loss of $764,224 for the twelve months ended December 31, 2018. The decrease in the loss is primarily attributed to the reduction in general and administrative expenses.

The following table sets forth the results of our operations for the periods ended ~~June~~September 30, 2020 and ~~June 30,~~ 2019.

~~Six~~Nine Months Ending ~~June~~September 30, 2020 Compared ~~June~~September 30, 2019

Our sales totaled $0$100,000 for the ~~six~~nine months ended ~~June~~September 30, 2020 and $0 for the ~~six~~nine months ended ~~June~~September 30, 2019. The revenue was related to the Eco-Gen agreement entered into in August 2020 with a related party. The Company is continuing in its efforts to increase its sales but there is no guarantee that it will be able to do so.

We had $0$20,000 costs of goods sold for the ~~six~~nine months ended ~~June~~September 30, 2020 and $0 for the ~~six~~nine months ended ~~June~~September 30, ~~2019.~~2019, resulting in gross profit of $20,000 and $0, respectively.

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 ~~$47,166~~$66,494 for the six months ended June 30, 2020 and ~~$17,222~~$25,680 for the ~~six~~nine months ended ~~June~~September 30, 2019. The change is primarily due to an increased levels of overall activity as the Company began restructuring efforts.

For the ~~six~~nine months ended ~~June~~September 30, 2020, we incurred ~~$650,000~~$660,020 in development and manufacturing expenses compared to $0 for the ~~six-month~~nine-month period ended ~~June~~September 30, 2019. The increase in the category was due to implementation of programs to development new products. For the ~~six~~nine months ended ~~June~~September 30, 2020, we incurred $260,000 in executive compensation and ~~$2,130,750~~$2,145,750 in consulting fees compared to $0 for the ~~six-month~~nine month period ended ~~June~~September 30, 2019. The increase in the category was due to the hiring of senior management and professional consultants ~~focused~~related to the Company’s (now-discontinued as of February 12, 2020) previous business operations.

The Company also incurred interest expense of $46,454 primarily related to amortization of debt discount on ~~restructuring business operations.~~its convertible notes payable during the nine months ended September 30, 2020, and a derivative loss of $10,525.

As a result of the foregoing, we recorded a net loss of ~~$3,133,879~~$3,169,243 for the ~~six~~nine months ended ~~June~~September 30, 2020, compared to a net loss of ~~$17,772~~$25,680 for the ~~six~~nine months ended ~~June~~September 30, 2019. The increase in the loss is primarily attributed to the increased in operating expense categories as the Company began to develop new products and retain professional staff.

The following table sets forth the names and ages of our current directors and executive officers, the principal offices and positions held by each person, and the date such person became a director or executive officer. Our executive officers are appointed by the Board of Directors. The directors serve one-year terms until their successors are elected. The executive officers serve terms of one year or until their death, resignation or removal by the Board of Directors. Unless described below, there are no family relationships among any of the directors and officers.

The following table presents information with respect to our officers, directors and significant employees as of ~~September 18,~~December 23, 2020.

Ms. Otey-Raudes is an experienced executive with business experience in a variety of industries. From October of 2010 to the present, she has been and continues to be one of the founders of Eco-Gen Energy, Inc., and served as the corporate secretary and treasurer of Eco-Gen during that period. At Eco-Gen Energy, she was part of the product development team for an innovative energy saving technology, the JouleBox™. She continues to serve as a director on the board of Eco-Gen.

From June 2008 to January 2009, prior to founding and working with Eco-Gen Energy, Ms. Otey-Raudes held positions with the Chilean Government’s Ministry of Labor and Social Welfare, where she was involved in educational outreach programs that taught entrepreneurial skills to women. From February 2009 to August of 2010, she worked as a project manager in the construction industry in Chile, managing large commercial building projects. Previously, from December of 1999 to September 2007, she worked as an executive for Wolfgang Puck’s flagship restaurant, Spago, in Beverly Hills, California, where she gained valuable executive organization and management skills. Ms. Otey-Raudes serves as the Company’s Chief Executive Officer, Chief Financial Officer, Chairperson of the Board of Directors, and is the corporation’s sole director.

All of our directors are appointed for a one-year term to hold office until the next annual meeting of stockholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. Executive officers serve at the discretion of the Board of Directors, and are elected or appointed to serve until the next Board of Directors meeting following the annual meeting of stockholders. Our executive officers are appointed by our Board of Directors and hold office until removed by the Board.

To the best of our knowledge, during the past ~~five~~ten years, none of the following occurred with respect to a present director (or person nominated to become director), executive officer, founder, promoter or control person: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; or (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. To the knowledge of the Company, there have been no reported violations of the Code of Ethics.

In accordance with the requirements of Section 301 of the Sarbanes-Oxley Act of 2002, the Board of Directors of the Company has adopted a Whistleblower Procedures Policy, stating that all employees of the Company are strongly encouraged to report any evidence of financial irregularities which they may become aware of, including those with respect to internal controls, accounting or auditing matters. Under the Whistleblower Procedures Policy, the management of the Company shall promptly and periodically communicate to all employees with access to accounting, payroll and financial information the means by which they may report any such irregularities. In the event an employee is uncomfortable for any reason reporting irregularities to his or her supervisor or other management of the Company, employees may report directly to any member of the Board of Directors of the Company. The identity of any employee reporting under these procedures will be maintained as confidential at the request of the employee, or may be made on an anonymous basis. Notice must be provided to all of the Company’s employees with access to accounting, payroll and financial information in respect of these procedures.

The Company’s Board of Directors does not have any designated or appointed Committees of the Board.

We are not listed on a major U.S. securities exchange and, therefore, are not subject to the corporate governance requirements of any such exchange, including those related to the independence of directors. Upon our listing on any national securities exchange or any inter-dealer quotation system, we will elect such independent directors as is necessary under the rules of any such securities exchange.

We currently have one executive officer who is also a director. Our Board has reviewed the Company’s current Board leadership structure. In light of the Company’s size, nature of the Company’s business, regulatory framework under which the Company operates, stockholder base, the Company’s peer group and other relevant factors, the Company has determined that this structure is currently the most appropriate Board leadership structure for our company. Nevertheless, the Board intends to carefully evaluate from time to time whether our current structure should be modified based on what the Board believes is best for the Company and our stockholders.

Risk is inherent in every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including strategic risks, enterprise risks, financial risks, and regulatory risks. While our management is responsible for day to day management of various risks we face, the Board, as a whole, is responsible for evaluating our exposure to risk and to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. The Board reviews and discusses policies with respect to risk assessment and risk management. The Board also has oversight responsibility with respect to the integrity of the Company’s financial reporting process and systems of internal control regarding finance and accounting, as well as its financial statements.

The Board does not currently have a standing Audit Committee. The full Board performs the principal functions of the Audit Committee. The full Board monitors our financial reporting process and internal control system and reviews and appraises the audit efforts of our independent accountants.

The Board does not currently have a standing Compensation Committee. The full Board establishes our overall compensation policies and reviews recommendations submitted by our management.

The Board does not currently have a standing Nominating Committee. We do not maintain a policy for considering nominees. Our Bylaws provides that the number of Directors shall be fixed from time to time by the Board, but in no event shall be less than the minimum required by law. The Board of Directors shall be large enough to maintain our required expertise but not too large to function efficiently. Director nominees are recommended, reviewed and approved by the entire Board. The Board believes that this process is appropriate due to the relatively small number of directors on the Board and the opportunity to benefit from a variety of opinions and perspectives in determining director nominees by involving the full Board.

We have not historically relied upon the advice of compensation consultants in determining Named Executive Officer compensation. Instead, the full Board reviews compensation levels and makes adjustments based on their personal knowledge of competition in the market place, publicly available information and informal surveys of human resource professionals.

Stockholders who wish to communicate with the Board may do so by addressing their correspondence to the Board at Eco Innovation Group, Inc., Attention: Julia Otey-Raudes, 16525 Sherman Way, Suite C-1 Van Nuys, CA 91406. The Board shall review and respond to all correspondence received, as appropriate.

Our sole director, Julia Otey-Raudes, is also our chief executive officer and chief financial officer. Effective May 1, 2020, Ms. Otey-Raudes and the Company entered into an executive employment agreement for a term of one year. Under the terms of the agreement, she will serve as the Company’s CEO receiving a base salary of $300,000 per year and will be awarded a starting bonus of ten million (10,000,000) restricted common shares. The shares will vest on a monthly basis over the term of the one-year agreement at a rate of 1/12 per month. The agreement is attached hereto.

Ms. Julia Otey-Raudes receives no compensation for serving as the Chairperson and sole director of the Company. During the Director’s term, the Company reimburses the Director for all reasonable out-of-pocket expenses incurred by the Director in attending any in-person meetings, provided that the Director complies with the generally applicable policies, practices and procedures of the Company for submission of expense reports, receipts or similar documentation of such expenses. Any reimbursements for allocated expenses as compared to out-of-pocket expenses of the Director in excess of $500.00 must be approved in advance by the Company.

(1) Mr. English received 2,000,000 common shares as stock compensation during 2018. The shares were valued at $2,000.

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of ~~September 18,~~December 23, 2020 , for: (i) each of our executive officers; (ii) each of our directors; (iii) all of our directors and executive officers as a group; and (iv) each person known by us to be the beneficial owner of more than five percent of any class of our voting securities.

The securities "beneficially owned" by an individual are determined in accordance with the definition of "beneficial ownership" set forth in the regulations promulgated under the Exchange Act and, accordingly, may include securities owned by or for, among others, the spouse and/or minor children of an individual and any other relative who resides in the same home as such individual, as well as other securities as to which the individual has or shares voting or investment power or which each person has the right to acquire within 60 days through the exercise of options or otherwise. Beneficial ownership may be disclaimed as to certain of the securities.

The following table is based on the number of shares outstanding, totaling 135,930,680 as of ~~September 18, 2020 .~~December 23, 2020. The following table sets forth certain information as of ~~September 18,~~December 23, 2020 by (i) all persons who are known by us to beneficially own more than 5% of our outstanding shares of common stock; and (ii) each director, director nominee, and Named Executive Officer. The footnotes below pertain to total shares, voting rights and conversion shares, and provide other explanations.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership, voting power and investment power with respect to the shares of Company preferred stock and common stock.

No relationship, direct or indirect, that would be required to be described in a registration statement of the Company pursuant to Item 404 of Regulation S-K, exists between or among the Company, on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company, on the other hand, that would require disclosure.

As of the date of this Prospectus, we are not aware of any arrangement that may result in a change in control of our Company.

The validity of the Shares sold by us under this Prospectus, including the Shares to be sold by the Selling Stockholders, will be passed upon for us by Independent Law PLLC, Alan T. Hawkins, Esq., 2106 NW 4^th Pl, Gainesville, FL 32603.

Boyle CPA, LLC, our independent registered public accountant, has audited our financial statements included in this Prospectus and Registration Statement to the extent and for the periods set forth in their audit report. Boyle CPA, LLC has presented its report with respect to our audited financial statements. ~~The base Prospectus, dated September 16, 2020, is hereby amended to include the current report of Boyle CPA, LLC, which was not included in the original Prospectus.~~

Our Articles of Incorporation provide that we shall indemnify our directors and officers to the fullest extent permitted by Nevada law and that none of our directors will be personally liable to the Company or its ~~Stockholders~~stockholders for monetary damages for breach of fiduciary duty as a director, except for liability:

These provisions require us to indemnify our directors and officers unless restricted by Nevada law and eliminate our rights and those of our ~~Stockholders~~stockholders to recover monetary damages from a director for breach of his or her fiduciary duty of care as a director except in the situations described above. The limitations summarized above, however, do not affect our ability or that of our ~~Stockholders~~stockholders to seek non-monetary remedies, such as an injunction or rescission, against a director for breach of his or her fiduciary duty.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

We have audited the accompanying consolidated balance sheets of Eco Innovation Group, Inc. (the “Company”) as of December 31, 2019 and 2018, the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for each of the two years in the period ended December 31, 2019, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 3 to the consolidated financial statements, the Company’s net losses and accumulated deficit raise substantial doubt about its ability to continue as a going concern for one year from the issuance of these consolidated financial statements. Management’s plans are also described in Note 3. The consolidated financial statements do not include adjustments that might result from the outcome of this uncertainty.

As discussed in Note 2 to the consolidated financial statements, the Company has restated its 2019 financial statements to correct misstatements.

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to fraud or error. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~Substantial Doubt About the Company’s Ability to Continue as a Going Concern~~

As discussed in Note 2 to the consolidated financial statements, the Company’s net losses and accumulated deficit raise substantial doubt about its ability to continue as a going concern for one year from the issuance of these consolidated financial statements. Management’s plans are also described in Note 2. The consolidated financial statements do not include adjustments that might result from the outcome of this uncertainty.

The accompanying notes are an integral part of these audited financial statements

Eco Innovation Group, Inc. (the “Company”), was originally incorporated 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 August 30, 2012, the Company acquired the 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. 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 agreements. These acquisitions allowed the Company to enter into the natural healing and chiropractic business in Cedar Hill and North Richland Hills, Texas.

On August 19, 2019, the Company incorporated Steel Hemp Homes Inc. in the state of California as a wholly owned subsidiary.

On December 31, 2019, the Company filed and increase in authorized shares with the Secretary of State of Nevada. The total authorized common shares are increased to 500,000,000 with a par value $0.001. On February 12, 2020, Julia Otey-Raudes was appointed as CEO and President of the Company upon John English’s resignation. She also acquired 30,000,000 Preferred Series A shares, representing all of the issued and outstanding preferred stock of the Company.

On February 20, 2020, the Company filed a certificate of amendment to its articles of incorporation with the Nevada secretary of state, increasing from 100 million to 500 million the Company’s authorized common shares. As a result, the Company is authorized to issue 500,000,000 shares of $0.001 par value shares of common stock. Each share of common stock entitles its holder to one vote on all matters on which common stockholders are entitled to vote, including the election of directors. The Company’s shares of common stock do not have cumulative voting rights. As of December 23, 2020, the date of this filing, the Company had 135,930,680 shares of common stock outstanding.

The Company’s plan is to initially develop a revolutionary Power Booster for your home and office that will reduce electric bills and other energy saving related technologies. The Company anticipates joint ventures in the sustainable renewable energy field.

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

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

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.

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Steel Hemp Homes Inc. All intercompany transactions have been eliminated in consolidation.

The company considers all highly liquid investments with original maturities of three months or less as cash equivalents. As of December 31, 2019 and 2018, the Company had no cash or cash equivalent balances in excess of the federally insured amounts. The company’s policy is to invest excess funds in only well capitalized financial institutions.

Basic 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 common stock were exercised or converted.

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

The Company’s investment in marketable securities are classified as trading and are carried at fair value.

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 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 prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

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.

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

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 fair values. 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 December 31, 2019 and 2018, the Company has not formed a Stock Option Plan and has not issued any options.

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.

The provision for income taxes is the total of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for 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 determination of net income in the financial statements.

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 flows arising from contracts with customers. The standard will be effective for 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.

At the time of each transaction, management assesses whether the fee associated with 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.

During the three months ended September 30, 2020, the Company determined that it had incorrectly recognized a beneficial conversion feature related to the conversion option embedded within the convertible note payable issued in December 2019 that is accounted as a derivative liability. This resulted in adjustments to the previously reported amounts in the consolidated financial statements of the Company as of December 31, 2019 and for the year then ended. The table below summarizes the impact of the affected periods:

The accompanying 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 during the years ended December 31, 2018 and 2019 and an accumulated deficit at December 31, 2019. 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 its 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.

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.

Deferred income tax assets and liabilities are determined based on the estimated future tax effects of net operating loss and credit carry forwards and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The Company records an estimated valuation allowance on its deferred income tax assets if it is not more likely than not that these deferred income tax assets will be realized.

The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. As of December 31, 2019, and 2018, the Company has not recorded any unrecognized tax benefits.

The components of the Company’s net deferred tax assets at December 31 are as follows:

At December 31, 2019 the Company had net operating loss carry forwards of approximately $2,100,000 for federal and state purposes.

The reconciliation of the federal income tax rate and the Company’s tax provision (benefit) is as follows:

~~The~~On August 6, 2020, the Company ~~has created one~~amended its articles of incorporation with an effective date of July 23, 2020, to create a new class of preferred stock, ~~which~~designated the “Series B Convertible Preferred Stock” and to rename the existing preferred stock as the “Series A Convertible Preferred Stock”. As a result, the Company has ~~been~~two classes of shares of preferred stock, designated ~~“Preferred Series A”~~“Series A Convertible Preferred Stock” and “Series B Convertible Preferred Stock”. The Company has designated ~~50,000,000~~49,000,000 shares of ~~Preferred~~ Series A ~~of which 50,000,000 have been authorized,~~Convertible Preferred Stock, of which 30,000,000 shares have been issued and are outstanding. Holders of ~~Preferred~~ Series A ~~shares~~Convertible Preferred Stock hold rights to vote on all matter requiring a Stockholder vote at 100 common shares vote equivalent for each share of ~~Preferred~~ Series A Convertible 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 ~~Preferred~~ Series A Convertible Preferred Stock outstanding. As of the filing date of this Prospectus, there are no shares ~~outstanding. Holders~~ of Series B Convertible Preferred ~~Series A have no liquidation rights that are superior to common Stockholders.~~Stock issued or outstanding.

~~The~~On February 20, 2020, the Company ~~has~~filed a certificate of amendment to its articles of incorporation with the Nevada secretary of state, increasing from 100 million to 500 million the Company’s authorized common shares. As a result, the Company is authorized to issue 500,000,000 shares of $0.001 par value shares of common stock. Each share of common stock ~~authorized. On July 1, 2018,~~entitles its holder to one vote on all matters on which common stockholders are entitled to vote, including the election of directors. The Company’s shares of common stock do not have cumulative voting rights. As of December 23, 2020, the date of this filing, the Company ~~approved a reverse split~~had 135,930,680 shares of ~~its~~ common stock in a ratio of 1:1,000. The reverse split of the Company’s common stock was effective August 29, 2018. All share and per share information has be retroactively adjusted to give effect to the reverse stock split.outstanding.

On September 11, 2018, the Company issued 67 shares to a consultant for $0.09 per share valued at $6 for services.

On November 1, 2018, the Company issued 1,000,000 shares to a consultant for ~~$0.08~~$0.06 per share valued at $100,000 for services.

On December 13, 2018, the Company issued 1,000,000 shares to a consultant for $0.235 per share valued at $235,000 for services.

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

On May 18, 2020, the company issued 8,000,000 shares 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 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 to Pinnacle Consulting Services for $0.099 per share valued at $1,248,750 for consulting services

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

On June 26, 2020, the company issued 25,000,000 shares to Bellagio IP Trust for $0.026 per share valued at $650,000 for services in development of the Power Booster technology.

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

On June 29, 2020, the Company executed a stock purchase agreement with Pinnacle Consulting Services, Inc., whereby the Company sold 4,000,000 shares of the Company’s common stock at a price of $0.005 per share, in exchange for a cash payment of $20,000, received on August 14, 2020. Pursuant to the stock purchase agreement, the common shares have registration rights.

On March 1, 2016, the Company executed two convertible notes of $4,901.96 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 common stock.

In May 2016, a consultant was awarded the right to receive 100,000,000 shares of common stock. In May 2018, this right was assigned to Heritage Funding, Inc. and John English equally in exchange for $9,9038 to be paid by the Company. The promissory note was convertible into 100,000,000 shares of common stock at a fixed price of $0.0009. In October 2019, Heritage Funding entered into a private transaction to sell the right to 45,000,000 of its 50,000,000 shares to Blue Ridge Enterprises. Also, in October 2019, Blue Ridge Enterprises and Heritage Funding converted principal into 45,000,000 and 5,000,000 shares of common stock, respectively. In May 2020, Robert L. Hymers III (“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 into 25,000,000 shares of common stock. The remaining principal balance owed to Hymers of $2,451 was convertible into 25,000,000 shares of stock at September 30, 2020. On November 16, 2020, the Company and Hymers entered into a debt exchange agreement (the “Debt Exchange Agreement”) whereby the remaining principal balance owed to Hymers of $2,451 has been exchanged for a convertible promissory note with a principal amount of $2,451, a maturity date of November 15, 2021, bearing interest at the rate of 12% per annum and convertible into 25 million shares of the Company’s common stock. Pursuant to the terms of this convertible promissory note, certain conversion limitations apply to the holder’s conversion option, with the effect that the holder shall not be allowed to effect a conversion if such conversion would result in the holder’s aggregate total ownership of the Company’s common stock exceeding 4.99% of the Company’s then-outstanding shares of common stock.

On May 12, 2020, the Company executed a convertible note with Pinnacle Consulting Services Inc. for $12,500 due on May 12, 2021. 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, which is fixed at $0.0025 per share. The Company recognized a beneficial conversion feature of $12,500 as debt discount related to this convertible note based on the intrinsic value of the conversion feature at the time of issuance. Pursuant to the terms of this convertible promissory note, certain conversion limitations apply to the holder’s conversion option, with the effect that the holder shall not be allowed to effect a conversion if such conversion would result in the holder’s aggregate total ownership of the Company’s common stock exceeding 4.99% of the Company’s then-outstanding shares of common stock.

On June 30, 2020, the Company executed a convertible note with Pinnacle Consulting Services Inc. for $21,000 due on June 30, 2021. 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, 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. Pursuant to the terms of this convertible promissory note, certain conversion limitations apply to the holder’s conversion option, with the effect that the holder shall not be allowed to effect a conversion if such conversion would result in the holder’s aggregate total ownership of the Company’s common stock exceeding 4.99% of the Company’s then-outstanding shares of common stock.

On June 29, 2020, we sold 4,000,000 shares of the Company’s common stock at a price of $0.005 per share to Pinnacle Consulting Services, Inc. in exchange for a cash payment of $20,000, received on August 14, 2020. As a result of this transaction, Pinnacle Consulting Services, Inc. holds 12.14% of our outstanding common stock.

On August 25, 2020, the Company signed a Master Outsourcing Contract Manufacturing Agreement with Eco-Gen Energy, Inc. (“Eco-Gen”), pursuant to which the Company ~~as Manufacturer,~~ will ~~produce products for Eco-Gen, as Buyer.~~manage the production and delivery of Eco-Gen’s JouleBox® Power Station. 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 and shareholder of ~~Eco-Gen.~~Eco-Gen, holding 20.66% of Eco-Gen’s outstanding voting stock, and in that the Company’s offices are provided to the Company free of charge by Eco-Gen in a space located within Eco-Gen’s corporate offices.

On December 9,2, 2019, the Company ~~executed~~issued a convertible promissory note ~~with~~to holder Pinnacle Consulting Services Inc. ~~for~~in the principal amount of $40,000, ~~due~~which matured and entered default on June 9, 2020. This note bears interest at 5% per annum ~~which~~and is convertible ~~into shares of the Company’s common stock.~~

~~The Note is convertible (in~~in whole or in ~~part),~~part 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 Note~~the note by ~~the Conversion Price, which is~~a conversion price defined as a 35% discount of the lowest reported sale price of the Company’s common stock for the 15 trading days immediately prior to the date of conversion. On November 16, 2020, the Company and Pinnacle entered into an amendment to this note, extending the maturity date to April 1, 2021, and adding an ownership limitation whereby the holder is unable to effect any conversion under the note if the holder owns greater than 4.99% of the Company outstanding capital stock. As a result of this amendment to the convertible promissory note, the note is no longer in default.

The Company determined that the conversion option in the note 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.

The Company valued the conversion features using the Black Scholes valuation model. The fair value of the derivative liability amounted to $61,073 upon inception, with ~~$21,538~~$40,000 recognized as a debt discount, and $21,073 as derivative expense. The fair value of the derivative liability was estimated to be $60,658 at December 31, ~~2019.~~2019 using a Black-Scholes model and the following inputs: 1) volatility of 730%; 2) risk-free rate of 1.6%; 3) dividend yield of 0% and 4) an expected term of six months. Interest expense consisted of ~~$3,413~~$6,339 in amortization of the debt discount and $159 in accrued interest.

On September 17, 2018, a contribution of 20,000,000 common shares of Marijuana Company of America, Inc. (OTC: MCOA) was made to the Company. The shares were valued at $600,000, the fair value of the shares on contribution date. The shares were classified as trading securities as the intention of the Company was to sell these shares and all shares were sold within six months of contribution. The following summarizes the activity of the investments.

The Company recognized losses of $56,250 and $259,186 for the years ended December 31, 2018 and 2019, respectively.

The Company’s management reviewed all material events through December 23, 2020 the date these financial statements were available to be issued for subsequent event disclosure consideration.

On May 12, 2020, the Company issued a convertible promissory note to holder Pinnacle Consulting Services Inc. for $12,500 due on May 12, 2021. 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, which is fixed at $0.0025 per share. Pursuant to the terms of this convertible promissory note, certain conversion limitations apply to the holder’s conversion option, with the effect that the holder shall not be allowed to effect a conversion if such conversion would result in the holder’s aggregate total ownership of the Company’s common stock exceeding 4.99% of the Company’s then-outstanding shares of common stock.

On June 29, 2020, the Company executed a stock purchase agreement with Pinnacle Consulting Services, Inc., pursuant to which the Company issued and sold 4,000,000 shares of the Company’s common stock at a price of $0.005 per share in exchange for a cash payment of $20,000.00 received on August 14, 2020. Under the stock purchase agreement, the common shares have registration rights. Pinnacle Consulting Services, Inc. (beneficially owned by Robert L. Hymers III) is the holder of an aggregate total of 11,500,000 shares of the Company’s common stock, which is 8.46% of the Company’s current outstanding common stock as of the date of this filing.

On June 30, 2020, the Company issued a convertible promissory note to holder Pinnacle Consulting Services Inc. for $21,000 due on June 30, 2021. 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, 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. Pursuant to the terms of this convertible promissory note, certain conversion limitations apply to the holder’s conversion option, with the effect that the holder shall not be allowed to effect a conversion if such conversion would result in the holder’s aggregate total ownership of the Company’s common stock exceeding 4.99% of the Company’s then-outstanding shares of common stock.

On August 6, 2020, the Company filed an amended certification of stock designation with an effective date of July 23, 2020, ~~our Board of Directors created~~to create a class of preferred stock, designated “Series B Convertible Preferred Stock”, by filing an amendment to the Company’s existing certificate of designations that reduced the Company’s designated Series A Preferred by one million shares and created one million shares of Series B Convertible Preferred Stock, and renamed the Company’s Preferred Series A preferred shares as “Series A Convertible Preferred Stock”. As a result, the Company now has 50,000,000 authorized shares of preferred stock, designated as 49,000,000 shares of Series A Convertible Preferred Stock, of which 30,000,000 shares have been issued and are outstanding, and 1,000,000 shares of Series B Convertible Preferred Stock, of which no shares are issued or outstanding. ~~For complete information~~Holders of Series A Convertible Preferred Stock hold rights to vote on all matter requiring a stockholder vote at 100 common shares vote equivalent for each share of Series A Convertible 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.

On August 25, 2020, the Company signed a Master Outsourcing Contract Manufacturing Agreement with Eco-Gen Energy, Inc. (“Eco-Gen”), pursuant to which the Company will manage the production and delivery of Eco-Gen’s JouleBox® Power Station. 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 and shareholder of Eco-Gen, holding 20.66% of Eco-Gen’s outstanding voting stock, and in that the Company’s ~~authorized capital stock, please see “Description~~offices are provided to the Company free of ~~Securities,” beginning on page 28.~~charge by Eco-Gen in a space located within Eco-Gen’s corporate offices.

On November 16, 2020, the Company and Robert L. Hymers III entered into a debt exchange agreement (the “Debt Exchange Agreement”) whereby the remaining principal balance owed to Hymers of $2,451 relating to convertible debt convertible to 25 million common shares has been exchanged for a convertible promissory note with a principal amount of $2,451, a maturity date of November 15, 2021, bearing interest at the rate of 10% per annum and convertible into 25 million shares of the Company’s common stock. Pursuant to the terms of this convertible promissory note, certain conversion limitations apply to the holder’s conversion option, with the effect that the holder shall not be allowed to effect a conversion if the holder owns greater than 4.99% of the Company outstanding capital stock.

On November 16, 2020, the Company and holder Pinnacle Consulting Services executed an amendment to a convertible promissory note originally issued on December 2, 2019 in the principal amount of $40,000, which matured and entered default on June 9, 2020. This note bears interest at 5% 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 the note by a conversion price defined as a 35% discount of the lowest reported sale price of the Company’s common stock for the 15 trading days immediately prior to the date of conversion. The amendment, effective November 16, 2020, had the effect of extending the maturity date to April 1, 2021, and adding an ownership limitation whereby the holder is unable to effect any conversion under the note if the holder owns greater than 4.99% of the Company outstanding capital stock. As a result of this amendment to the convertible promissory note, the note is no longer in default.

The following tables set forth our most recent interim financial statements. Our unaudited quarterly results of operations data have been prepared on the same basis as our audited financial statements included elsewhere in this Prospectus. In the opinion of management, the financial information set forth in the table below reflects all normal recurring adjustments necessary for the fair statement of results of operations for these periods in accordance with generally accepted accounting principles in the United States. Our historical results are not necessarily indicative of the results that may be expected in the future and the results of a particular quarter or other interim period are not necessarily indicative of the results for a full year. This data should be read in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes included elsewhere in this Prospectus.

ECO INNOVATION GROUP, INC.		56
Unaudited Interim Condensed Consolidated Balance Sheets
As of September 30, 2020 and December 31, 2019
(Amounts Expressed in United States Dollars, Except for Share Amounts)

See the accompanying notes to these unaudited consolidated financial statements

Unaudited Interim Condensed Consolidated Statements of Changes in Stockholders’ Equity

See the accompanying notes to these unaudited consolidated financial statements

See the accompanying notes ~~are an integral part of~~to these ~~interim condensed~~unaudited consolidated financial ~~statements.~~statements

See the accompanying notes to these unaudited consolidated financial statements

Eco Innovation Group, Inc. (the “Company”), was originally incorporated 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, a sole proprietorship, and concurrently resolved to wind down its cable installation business.

On August 30, 2012, the Company acquired the Haydin Group Enterprises as a wholly owned subsidiary of the Company through a share exchange agreement wherein the Company issued f if ty 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. 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 pursuant to share exchange agreements. These acquisitions allowed the Company to enter the natural healing and chiropractic business in Cedar Hill and North Richland Hills, Texas.

OnJuly 1, 2018, the Company approveda reverse split ofits common stockin 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 reversesplit of the Company’scommon stock waseffective August 29,2018. The Company wasan innovation incubator platform from2018 until early 2020 that focusing ondeveloping a more affordable,fire, hurricane andearthquake resilient steel framing system.

OnAugust 19, 2019,the Company incorporated Steel Hemp Homes Inc. in the state ofCalifornia as a wholly ownedsubsidiary.

On ~~December31,2019,~~ February 20, 2020, the Company filed ~~an increase in~~ ~~authorized shares~~a certificate of amendment to its articles of incorporation with the ~~Secretary~~Nevada secretary of~~State~~ of ~~Nevada.~~ ~~The~~ ~~total~~ state, increasing from 100 million to 500 million the Company’s authorized common~~sharesare~~ ~~increased~~to~~500,000,000~~ ~~with~~ shares. As a ~~par~~ ~~value~~ ~~$0.001.~~On ~~February12,2020,~~ ~~Julie~~ ~~Otey-Raudes~~ ~~wasappointed~~ as~~CEOand~~ ~~President~~ ofresult, the Company is authorized to issue 500,000,000 shares of $0.001 par value shares of common stock. Each share of common stock entitles its holder to one vote on all matters on which common stockholders are entitled to vote, including the election of directors. The Company’s shares of common stock do not have cumulative voting rights. As of December 23, 2020, the date of this filing, the Company had 135,930,680 shares of common stock outstanding.

On February 12, 2020, Julie Otey-Raudes was appointed as CEO and President of the Company uponJohn English’s resignation. She also acquired 30,000,000 sharesof Series A Preferred Stock,which represent allof the outstanding ~~preferred~~preferred stockof the Company.

TheCompany’s plan is to initially develop a revolutionary Power Boosterforyourhomeandofficethat will reduce electric billsand other energy saving relatedtechnologies.The Company anticipates JointVentures in the sustainable ~~renewabl~~e renewable energyfield.

Accountingpoliciesand procedures are listed below.The Company hasadopted a December31year-end.

The Company has prepared the f~~inancial~~financial statements in accordance with accounting principles generallyaccepted in theUnited States of America (GAAP).

The preparation of f~~inancial~~ financial statements in ~~conformity~~conformity with accounting principlesgenerallyaccepted in the United States of America requiresmanagementto make estimates andassumptionsthataf~~fect~~ affect the reported amounts of assets andliabilitiesanddisclosureof contingent assets and liabilities at the dateof the ~~financial~~financial statements and the reported amounts ofrevenue and expenses during the reporting period. Actual results could~~diff~~er f~~rom~~ differ from those estimates.

Theconsolidated financial statements include the accounts of the Company andits’ wholly owned subsidiary, Steel Hemp Homes Inc. All intercompany transactions have been eliminated in consolidation.

TheC~~ompany~~ Company considersall highly liquid investments with original maturitiesofthree months or less ascash equivalents. Asof~~June~~ September 30, 2020, andDecember 31, 2019, the Company hadcashorcash equivalent balances in excessof f~~ederally~~ federally insuredamounts.The C~~ompany’s~~ Company’s policy is to invest excess funds in onlywell capitalized f~~inancial~~financial institutions.

Basic EPS is computedbydividingincome available tocommon stockholders by the weighted-average number ofcommonsharesoutstandingfor the period. Diluted EPS includes the potentialdilutionthatcouldoccur if options or other contracts to issuecommonstockwere exercised orconverted.

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

The C~~ompanyhasnot~~ ~~issued~~ ~~anyoptions orwarrants~~or ~~similar securities~~ ~~since inception.~~

~~The~~Company’s investment in marketable securities are~~classified~~ classified as trading and are carried at f~~air~~fair value.

The Company doesnot use derivative instrumentsto hedge exposures to cash flow, marketorforeigncurrencyrisks.The Company evaluatesits’ f~~inancial~~ financial instrumentsto determine if suchinstrumentsare derivatives orcontain f~~eatures~~ features that qualifyasembedded derivatives. For derivative f~~inancial~~financial instruments thatare accounted foras liabilities, the derivative instrument is initially recorded atits f~~air~~ fair value and is thenre-valued ateach reporting date, with changes in the f air value reported in the statements ofoperations.The Company used a Black Scholes valuation modelto value the derivative instrumentsatinceptionandon subsequent valuation dates.The~~classification~~ classification of derivative instruments, including whethersuchinstruments should be recorded as liabilities orasequity, is evaluatedat the endofeach reporting period. Derivative liabilities are~~classified~~ classified in the balance sheetas currentornon-currentbasedonwhetherornot net-cash settlement orconversionof the instrumentcouldberequiredwithin12 months of the balance sheet date.

Fairvalue is ~~defined~~defined as the pricethat would bereceivedto sell an asset orpaid to~~transf~~er transfer a liability in an orderly transaction between marketparticipantsat the measurement date. ASC Topic 820 establishes a three-tier f air value hierarchywhich prioritizes the inputs used in measuring f~~air~~ fair value. Thehierarchygives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities ~~(Level~~(Level 1 measurements)and the lowest priority to unobservable inputs ~~(Level~~(Level 3 measurements).Thesetiers include:

Level1,~~defined~~ defined asobservableinputs suchasquoted prices for identical instruments in active markets;

Level2,~~defined~~ defined asinputs other thanquoted prices in active markets thatareeitherdirectlyor indirectly observable suchasquoted prices for similar instruments in active markets orquoted prices for identical or similar instruments in markets thatarenot active; and

Level3,~~defined~~ defined asunobservableinputs in whichlittleornomarketdata exists,~~therefore~~ therefore requiringan entity todevelopits own assumptions,suchas valuations derived f~~rom~~from valuation techniques in whichoneormoresignificant significant inputs or~~significant~~ significant value drivers are unobservable.

The estimated f~~air~~fair valuesfor f~~inancial~~financial instrumentsaredeterminedatdiscretepoints in time basedonrelevant market~~information.~~ information. These estimates involveuncertaintiesand cannot bedetermined with precision.Wemeasureour investment in marketable securities at f~~air~~ fair value on a recurringbasis.TheCompany’s trading securities arevalued using inputs observable in active markets and are~~therefore classifi~~ed therefore classified asLevel 1 within the f~~air~~fair value hierarchy. Investments and derivative liabilities arevaluedon a recurringbasis.

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

~~Thefollowingsummarizes~~ ~~the fair~~ ~~value~~ of ~~assets~~ ~~and~~ ~~liabilities~~ ~~measured~~on a ~~recurringbasis:~~

Stock-based compensation is computed in accordance with FinancialAccounting Standards Board (“FASB”) Accounting Standards Codification(“ASC”)718.FASB ASC718requiresall share-based payments to employeesand non-employees be recognized ascompensation expense in the consolidated f~~inancial~~ financial statements basedontheir f air values. The expense is recognized over the periodduring whichanemployee is requiredtoprovide services in exchange for the award, known as the requisite service period~~(usually~~ (usually the vesting period). Asof~~June~~ September 30, 2020, and2019, the Company hasnot formed a StockOption Plan and hasnot issued anyoptions.

Fixed assets arecarried atcost.Depreciation is computed using the straight-line method ofdepreciationover the assets’ estimated ~~usef~~uluseful lives.Maintenanceandrepairsare charged to expense asincurred;majorrenewalsandimprovementsare capitalized. When items of fixed assets aresoldorretired, the relatedcostand accumulated depreciationare removed f~~rom~~from the accountsand anygainorloss is included in income.

Theprovisionforincome taxes is the totalof the current taxes payableand the netof the change in the ~~deferred~~deferred income taxes. Provision is madefor the ~~deferred~~deferred income taxes wheredifferences existbetween the period in which transactions af~~fect~~ affect currenttaxable incomeand the period in which theyenter into the determination ofnetincome in the fi~~nancial~~financial statements.

~~Effective~~Effective January 1,2018, the Company recognizes revenue in accordance with Accounting Standards Codification2014-09, Revenue from Contracts with Customers (Topic 606),which supersedes the revenuerecognitionrequirements in Topic605, RevenueRecognition,andmost~~industry-specif~~ic industry-specific revenuerecognitionguidance throughout the Industry TopicsoftheAccounting Standards Codification.Theupdated guidance states thatan entity should recognize revenuetodepictthe ~~transf~~ertransfer ofpromised goodsor services to customers in an amount that~~reflects~~ reflects the consideration towhich the entity expects tobe entitled in exchange forthosegoodsor services. Theguidance also providesforadditional disclosures with respecttorevenues andcash flows arising from contracts with customers. The standard will be effective f ~~lows~~ ~~arising~~ f~~rom contracts~~ ~~with~~ ~~customers.The~~ ~~standard~~ ~~will~~beeff~~ective~~ f or the first interim period withinannual reporting periods beginning af~~ter~~ after December15,2017,and the Company adopted the standard using themodifiedretrospectiveapproachef~~fective~~ effective January 1,2018.

At the timeofeach transaction, managementassesseswhether the feefee associated with the transaction is fi~~xed~~ fixed or determinable, and whetheror not collection is reasonably assured. The assessment ofwhether the fee fee is fixed or determinable is basedupon the payment termsof the transaction. Collectability is assessed basedon a number of f~~actors,~~ factors, including past transaction history with the client and the creditworthiness of the client.

~~The~~ ~~Company~~ ~~had~~no~~revenuesduring~~ ~~the~~ ~~three and six monthsended June30, 2020 and2019.~~

~~Theaccompanyingconsolidated~~ f~~inancial~~ ~~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~~ f~~inancial~~ ~~statements, the Company~~ ~~had netlossesduring~~ ~~the~~ ~~yearsendedDecember31,2018,2019andquarter ended June30, 2020 and~~an ~~accumulated~~ ~~deficit~~at~~June30,2020. These~~ f~~actorsraise~~ ~~substantial~~ ~~doubtabouttheCompany’s ability to~~ ~~continue~~ as a ~~going~~ ~~concern~~ ~~for~~ a ~~period~~of~~oneyear~~ f~~rom~~ ~~the issuance~~ of ~~these f~~i~~nancial~~ ~~statements.~~ ~~Management’s~~ ~~plans~~ ~~are~~to~~obtainadditional~~ f~~inancing~~ ~~in the~~ ~~debtand~~ ~~equity markets~~ ~~while itdevelopsits~~ ~~business~~ ~~model.TheCompany’s~~ ~~existence is dependent~~ ~~uponmanagement’sability todevelopprofitable~~ ~~operations~~ ~~and~~to ~~obtain~~ ~~additional~~ ~~funding~~ ~~sources.There~~ ~~can~~ beno ~~assurance~~ ~~that~~ ~~the~~ ~~Company’s~~ ~~financing~~ ef~~fortswill result~~ in ~~profitableoperations~~or~~theresolution~~of ~~the~~ ~~Company’sliquidity problems.Theaccompanying~~ ~~statements~~ do~~not~~ ~~include~~ ~~any~~ ~~adjustments~~ ~~that~~ ~~might~~ ~~result~~ ~~should the Company~~ be ~~unable~~ to ~~continue~~ as a ~~going~~ ~~concern.~~

~~Managementdoesnot~~ ~~believe~~ ~~thatanyrecently~~ ~~issued~~ ~~but not~~ ~~yet~~ ~~adopted~~ ~~accounting~~ ~~will have~~ a ~~material ef~~f~~ect~~ on~~theCompany’s~~ ~~results~~ of~~operationor on~~ ~~the reported amounted~~ of~~its~~ ~~assets~~ ~~and~~ ~~liabilities~~ ~~upon adoption.~~

~~Def~~ ~~erredincome~~ ~~tax assets~~ ~~and~~ ~~liabilities~~ ~~aredeterminedbased~~on ~~the estimated future tax effects~~ of~~net~~ ~~operating loss~~ ~~and~~ ~~credit~~ ~~carryforwardsand~~ ~~temporary~~ ~~differencesbetween~~ ~~the tax~~ ~~basis~~of ~~assets~~ ~~and~~ ~~liabilities~~ ~~andtheir~~ ~~respective financial~~ ~~reporting amounts~~ ~~measured at~~ ~~the~~ ~~currentenacted~~ ~~tax rates.~~ ~~The~~ ~~Company~~ ~~records~~an ~~estimated valuation allowance~~ on~~its deferredincome~~ ~~tax assets if it is~~ ~~not more~~ ~~likely~~ ~~thannotthat~~ ~~these~~ ~~deferredincome~~ ~~tax assets~~ ~~will~~be~~realized.~~

~~The~~ ~~Company recognizes a tax~~ ~~benefit from~~an~~uncertain~~ ~~tax~~ ~~positiononly~~ ~~if it is~~ ~~more~~ ~~likely~~ ~~thannotthat~~ ~~the tax position~~ ~~will~~be ~~sustained~~ on ~~examination~~ by ~~taxing authorities,~~ ~~based~~on ~~the technical merits~~ of ~~the~~ ~~position.The~~ ~~tax~~ ~~benefits~~ ~~recognized in the~~ ~~consolidated~~ f~~inancial~~ ~~statements from such a~~ ~~positionaremeasuredbased~~on ~~the largest~~ ~~benef~~it ~~thathas~~ a ~~greater than50%likelihood~~of ~~being~~ ~~realizedupon~~ ~~ultimate settlement.~~ Asof~~June30,2020, and December 31, 2019,the~~ ~~Company~~ ~~hasnot~~ ~~recorded~~ ~~anyunrecognized~~ ~~tax~~ ~~benefits.~~

~~The~~ ~~Company~~ ~~hastwoclasses~~of~~shares~~of ~~preferredstock,~~ ~~designated~~ ~~“Series~~ ~~A Convertible~~ ~~PreferredStock”and“Series~~ ~~B Convertible~~ ~~PreferredStock”.The~~ ~~Company~~ ~~has~~ ~~designated~~ ~~49,000,000 shares~~of~~Series~~ ~~A Convertible~~ ~~PreferredStock, ofwhich30,000,000 shareshave~~ ~~been issued~~ ~~and areoutstanding.~~ ~~Holders~~ of~~Series~~ ~~A Convertible~~ ~~PreferredStockhold~~ ~~rights~~ to~~vote onall~~ ~~matter~~ ~~requiring~~ ~~a Stockholder~~ ~~vote~~at~~100commonsharesvote~~ ~~equivalent~~ ~~foreachshare~~of~~Series~~ ~~A Convertible~~ ~~PreferredStock~~ ~~held.~~ Asof ~~the~~ ~~date~~of ~~this filing,~~ ~~ourCEO,CFO,board~~ ~~chair~~ ~~andsoledirector,~~ ~~Julia Otey-Raudes, is the~~ ~~soleholder~~of ~~the~~ ~~30,000,000 Series~~ ~~A Convertible~~ ~~PreferredStockoutstanding. As~~of~~August14,2020,~~ ~~the filingdate~~of ~~this~~ ~~Prospectus,thereareno shares~~of~~Series~~ ~~B Convertible~~ ~~PreferredStock~~ ~~issued~~ or~~outstanding.~~

~~The~~ ~~Company~~ ~~has500,000,000 shares~~of~~$0.001par~~ ~~value~~ ~~commonstockauthorized. On~~ ~~July~~ 1,~~2018,~~ ~~the Company~~ ~~approved~~ a ~~reversesplit~~of~~itscommonstock~~ ~~in a~~ ~~ratio~~of~~1:1,000.Thereversesplit~~of ~~the~~ ~~Company’scommonstockwas~~eff~~ective August29,2018.~~ ~~All~~ ~~shareandpershareinformationhas~~be ~~retroactively adjusted~~ to~~give~~ef~~fect~~ to ~~the~~ ~~reversestocksplit.~~

On~~September11,2018,~~ ~~the Company issued~~ ~~67 shares~~to ~~a consultant~~ ~~for$0.09persharevaluedat $6for~~ ~~services.~~

On~~November~~1,~~2018,~~ ~~the Company issued~~ ~~1,000,000 shares~~to ~~a consultant~~ ~~for$0.08persharevalued~~at~~$100,000for~~ ~~services.~~

On~~December13,2018,~~ ~~the Company issued~~ ~~1,000,000 shares~~to ~~a consultant~~ ~~for$0.235persharevalued~~at~~$235,000for~~ ~~services.~~

On~~October14,2019,~~ ~~the Company issued~~ ~~50,000,000 sharesfor~~ ~~the~~ ~~conversion~~of a ~~$4,902convertible note.~~

~~On May18,2020,~~ ~~the~~ ~~company~~ ~~issued~~ ~~8,000,000 shares~~to ~~a consultant~~ ~~for$0.098persharevalued~~at~~$784,000for~~ ~~services.~~

~~On May26,2020,~~ ~~the~~ ~~company~~ ~~issued~~ ~~25,000,000 sharesto itsformerChiefExecutiveOfficerJohnEnglishfortheconversion~~of a ~~$2,451convertible~~ ~~note.~~

~~On June26,2020,~~ ~~the~~ ~~company~~ ~~issued~~ ~~12,500,000 shares~~to ~~Pinnacle Consulting Services~~ ~~for$0.099persharevalued~~at~~$1,248,750forconsulting~~ ~~services~~

~~On June26,2020,~~ ~~the~~ ~~company~~ ~~issued~~ ~~10,000,000 sharesto itsChiefExecutiveOfficer~~ ~~Julia~~ ~~Otey-Raud~~es~~for$0.026~~ ~~per~~ ~~sharevalued~~at~~$260,000forcompensation~~

~~On June26,2020,~~ ~~the~~ ~~company~~ ~~issued~~ ~~25,000,000 shares~~to ~~Bellagio~~ IP~~Trustfor$0.026persharevalued~~at~~$650,000for~~ ~~services in~~ ~~development~~of ~~the Power~~ ~~Boostertechnology.~~

~~On June26, 2020,~~ ~~the~~ ~~company~~ ~~issued~~ ~~600,000shares~~to~~Tabular~~ ~~Investments,~~ ~~LLCfor$0.125persharevalued~~at~~$75,000for~~ ~~services.~~

On ~~March~~ 1,~~2016,~~ ~~the Company executed~~ ~~twoconvertible~~ ~~notes~~ of~~$4,902each~~ ~~with~~ ~~former~~ ~~executives~~ of ~~the Company.~~ ~~These~~ ~~notes~~ ~~areeachconvertible~~ ~~into~~ ~~50,000,000 sharesof commonstock.These~~ ~~notes~~ ~~arenon-interest~~ ~~bearing.~~ On~~October14,2019,one~~of ~~these notes converted into~~ ~~commonstock.~~

~~The~~ ~~Company~~ ~~has~~ a ~~$12,500loan~~ ~~due~~ to ~~Robert~~ L. ~~HymersIII.The~~ ~~loanbears interest~~at ~~10%perannum~~ ~~and~~ is ~~convertible~~to ~~5,000,000 shares~~ ~~with a~~ ~~4.99%~~ ~~equity~~ ~~blocker upon~~ ~~demand.~~ ~~The~~ ~~Company also~~ ~~has~~ a ~~$21,000loan to~~ ~~Robert~~ L.~~HymersIII~~ ~~which bears interest~~at~~10%~~ ~~and~~ is ~~convertibleat an~~ ~~exercise~~ ~~price~~of~~65%~~ of ~~the lowest traded~~ ~~price~~of ~~the~~ ~~Company’sstock~~ ~~for the~~ 15~~days priorto 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.

On~~December~~9,~~2019,~~ ~~the Company executed a~~ ~~convertiblenote~~ ~~with Pinnacle Consulting Services~~ ~~Inc.for$40,000whichmatured~~on~~June,~~9,~~2020.Thisnotebears interestat 5%perannum,which~~ is ~~convertible~~ ~~into~~ ~~shares~~of~~theCompany’scommonstock.~~

~~TheNote~~ is ~~convertible~~ ~~(in whole~~ or ~~in part),~~ at ~~the~~ ~~option~~of ~~the Holder, into~~ ~~such~~ ~~number~~ of f~~ullypaidand~~ ~~non-assessable~~ ~~sharesof commonstock~~as is ~~determined~~by~~dividingthatportion~~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~~ ~~commonstock~~ ~~for the~~ 15 ~~trading~~ ~~days~~ ~~immediately~~ ~~prior~~to ~~the~~ ~~date~~of~~conversion.~~

In~~May2016,~~ ~~a consultant~~ ~~wasawarded~~ ~~the right~~ to ~~receive~~ ~~100,000,000 sharesof commonstock.~~In~~May2018,~~ ~~this~~ ~~rightwas~~ ~~assigned~~ to~~Heritage~~ ~~Funding,~~ ~~Inc.andJohnEnglish~~ ~~equally in exchange~~ ~~for$9,9038~~tobe~~paid~~by ~~the~~ ~~Company.Thepromissorynotewasconvertible~~ ~~into~~ ~~100,000,000 sharesof commonstock~~at ~~a fixed~~ ~~price~~of~~$0.0009.~~In~~October2019,Heritage~~ ~~Funding~~ ~~entered~~ ~~into a~~ ~~private~~ ~~transaction~~ to ~~sell the right~~ to~~45,000,000~~of~~its50,000,000 shares~~to ~~Blue~~ ~~Ridge~~ ~~Enterprises.~~ ~~Also,~~ in ~~October2019,~~ ~~Blue~~ ~~Ridge~~ ~~Enterprises~~ ~~andHeritage~~ ~~Funding converted~~ ~~principal~~ ~~into~~ ~~45,000,000and5,000,000 sharesof commonstock,respectively.~~In~~May2020,~~ ~~Robert~~ L.~~Hymers~~ ~~purchased~~ ~~half~~of ~~the~~ ~~remainingconvertiblepromissorynoteanditsrelatedconversion~~ ~~rights~~ ~~fromJohnEnglish~~ ~~in a~~ ~~private~~ ~~transaction.~~ In~~May2020,John English~~ ~~converted~~ ~~principal~~of~~$2,451~~ ~~into~~ ~~25,000,000 sharesof commonstock.Theremainingprincipal~~ ~~balance owed~~ to ~~Robert~~ L.~~Hymers~~of~~$2,451~~ is ~~convertible~~ ~~into~~ ~~25,000,000 shares~~of~~stock~~at~~June30,2020.~~

~~On May12,2020,~~ ~~the Company executed a~~ ~~convertiblenote~~ ~~with Pinnacle Consulting Services~~ ~~Inc.for$12,500due~~on~~May12,2021.Thisnotebears interest~~at~~10%perannumand~~ is ~~convertible(in~~ ~~whole~~ or ~~in part),~~ at ~~the~~ ~~option~~of ~~the Holder,~~ ~~intosuch~~ ~~number~~ ~~of fullypaidand~~ ~~non-assessable~~ ~~sharesof commonstock~~as is ~~determined~~by~~dividingthatportion~~of~~theoutstanding principal~~ ~~balance~~ ~~under~~ ~~this~~ ~~Note~~by ~~the Conversion Price,~~ ~~which~~ ~~is fixed~~ at~~$0.0025pershare.~~

~~On June30,2020,~~ ~~the Company executed a~~ ~~convertiblenote~~ ~~with Pinnacle Consulting Services~~ ~~Inc.for$21,000due~~on~~June30,2021.Thisnotebears interest~~at~~10%perannumand~~ is ~~convertible(in~~ ~~whole~~ or ~~in part),~~ at ~~the~~ ~~option~~of~~the~~ ~~Holder, into~~ ~~such~~ ~~number~~ of f~~ullypaidand~~ ~~non-assessable~~ ~~sharesof commonstock~~as is ~~determined~~by~~dividingthatportion~~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~~ ~~commonstockfor~~ ~~the~~ 15 ~~trading~~ ~~days~~ ~~immediately~~ ~~prior~~to ~~the~~ ~~date~~of~~conversion.~~

~~The~~ ~~Company~~ ~~determined that~~ ~~the~~ ~~conversionoptions~~ ~~in the certain~~ of ~~the notes~~ ~~discussedabovemet~~ ~~the~~ ~~definition~~of ~~a liability in~~ ~~accordance~~ ~~with~~ ~~ASC~~ ~~Topic No.~~ ~~815~~ - ~~40,~~ ~~Derivatives~~ ~~and~~ ~~Hedging - Contracts in~~ ~~Entity’sOwnStock.The~~ ~~Company~~ ~~bifurcated~~ ~~the~~ ~~embeddedconversionoption~~ ~~in the~~ ~~note once~~ ~~the~~ ~~note becomesconvertibleand~~ ~~account~~ ~~for~~ it as ~~a derivative~~ ~~liability.~~

~~During~~ ~~the~~ ~~year endedDecember31,2019,~~ ~~the Company~~ ~~valued~~ ~~the~~ ~~conversion~~ f~~eatures~~ ~~using the Black~~ ~~Scholes~~ ~~valuation~~ ~~modeland~~ ~~recognized a~~ ~~new~~ ~~derivative liability with a f~~ ~~air~~ ~~value~~ of~~$60,658, and~~ a ~~beneficial~~ ~~conversion~~ f~~eature~~of~~$21,538~~ ~~recognized~~ as~~debtdiscount.During~~ ~~the~~ ~~six~~ ~~months~~ ~~ended June30,2020,~~ ~~the f~~ ~~air~~ ~~value~~ of~~new~~ ~~derivative liabilities~~ on~~thenew~~ ~~issuance~~ of~~debt~~ ~~amounted~~ to~~$33,336~~ ~~uponinception,~~ ~~with a~~ ~~beneficial~~ ~~conversion~~ f~~eature~~of~~$12,342~~ ~~recognized.~~ ~~The~~ ~~Derivative liability~~ ~~had~~ ~~a f~~ ~~air~~ ~~value~~ of~~$85,494~~asof~~June30, 2020The~~ ~~Company recognized a~~ ~~loss~~on ~~the change in f~~ ~~air~~ ~~value~~ of ~~the derivative liability~~ of~~$39,629during~~ ~~the~~ ~~six~~ ~~months~~ ~~ended June30,2020.The~~ ~~Black~~ ~~Scholes~~ ~~valuation model included inputs~~ of~~volatility~~of~~between400% and739%,~~ a ~~dividend~~ ~~yield~~ of ~~0%, risk freerate~~of~~0.16%-0.18%and~~ a ~~term~~of~~between~~ ~~0.5~~ ~~yearsandoneyear.~~

Asof~~June30,2020,andDecember31,2019,unamortizeddebtdiscountwas$23,164 and $18,125,respectively.During~~ ~~the~~ ~~six~~ ~~months~~ ~~ended June30,2020,~~ ~~the Company~~ ~~amortizeddebtdiscount~~of~~$19,803~~to~~interest~~ ~~expense. Accrued~~ ~~interest~~on~~convertible~~ ~~notes~~ ~~was$1,324 as~~of~~June30,2020.~~

On~~August~~6,~~2020,~~ ~~the Company~~ ~~amendedits~~ ~~articles~~ of~~incorporation~~ ~~with~~ ~~an ef~~f~~ectivedate~~of ~~July~~ ~~23,2020,~~to~~create~~ a ~~newclass~~of ~~preferredstock,~~ ~~designated the~~ ~~“Series~~ ~~B Convertible~~ ~~PreferredStock”and~~to~~rename~~ ~~the existing preferredstock~~as ~~the~~ ~~“Series~~ ~~A Convertible~~ ~~PreferredStock”.~~As ~~a result, the Company~~ ~~hastwoclasses~~of~~shares~~of ~~preferred stock,~~ ~~designated~~ ~~“Series~~ ~~A Convertible~~ ~~PreferredStock”and“Series~~ ~~B Convertible~~ ~~PreferredStock”.The~~ ~~Company~~ ~~has~~ ~~designated~~ ~~49,000,000 shares~~of~~Series~~ ~~A Convertible~~ ~~PreferredStock, ofwhich30,000,000 shareshave~~ ~~been issued~~ ~~andareoutstanding.~~ ~~Holders~~ of~~Series~~ ~~A Convertible~~ ~~PreferredStockhold~~ ~~rights~~ to~~vote onall~~ ~~matter~~ ~~requiring~~ ~~a Stockholder~~ ~~vote~~at ~~100commonsharesvote~~ ~~equivalent~~ ~~foreachshare~~of~~Series~~ ~~A Convertible~~ ~~PreferredStock~~ ~~held.~~ Asof ~~the~~ ~~date~~of ~~this filing,~~ ~~ourCEO,CFO,board~~ ~~chair~~ ~~andsoledirector,~~ ~~Julia Otey-Raudes, is the~~ ~~soleholder~~of ~~the~~ ~~30,000,000 Series~~ ~~A Convertible~~ ~~PreferredStockoutstanding. As~~of~~August24,2020,~~ ~~the~~ ~~filingdate~~of ~~this~~ ~~Prospectus,thereareno shares~~of~~Series~~ ~~B Convertible~~ ~~PreferredStock~~ ~~issued~~ or~~outstanding.~~

~~On June29,2020,~~ ~~the Company executed a~~ ~~stock~~ ~~purchase~~ ~~agreement~~ ~~with Pinnacle Consulting Services,~~ ~~Inc.,whereby~~ ~~the Company~~ ~~sold4,000,000 shares~~of ~~the~~ ~~Company’scommonstock~~ at a ~~price~~of ~~$0.05pershare,~~ ~~in exchange~~ ~~for~~ a ~~cash~~ ~~payment~~ of~~$20,000.00,received~~ on~~August14,~~ ~~2020.According~~to ~~the~~ ~~stock~~ ~~purchase~~ ~~agreement,~~ ~~the issuance~~ of~~theshares~~ ~~must~~ ~~takeplacewithin~~ 5 ~~days~~ f~~rom~~ ~~performance,~~ or no~~later thanAugust~~ ~~19,2020.Pursuant~~ to ~~the~~ ~~stock~~ ~~purchase~~ ~~agreement,~~ ~~the~~ ~~commonshareshave~~ ~~registration~~ ~~rights.~~

On August 25, 2020, the Company signed a Master Outsourcing Contract Manufacturing Agreement with Eco-Gen Energy, Inc., pursuant 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 and shareholder of Eco-Gen, holding 20.66% of Eco-Gen’s outstanding voting stock as of the date of filing of this amended Prospectus.

During the three and nine months ended September 30, 2020, the Company recognized $100,000 of revenue related to cash payments received on September 14, 2020 from Eco-Gen Energy, Inc., recorded as non-refundable service income under the Company’s manufacturing agreement with Eco-Gen Energy, Inc.

The accompanying 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 during the years ended December 31, 2019 and 2018 and nine months ended September 30, 2020 and an accumulated deficit at September 30, 2020. 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.

The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. As of September 30, 2020, and December 31, 2019, the Company has not recorded any unrecognized tax benefits.

On August 6, 2020, the Company amended its articles of incorporation with an effective date of July 23, 2020, to create a new class of preferred stock, designated the “Series B Convertible Pre erred Stock” and to rename the existing preferred stock as the “Series A Convertible Preferred Stock”. As a result, the Company has two classes of shares of preferred stock, designated “Series A Convertible Preferred Stock” and “Series B Convertible Preferred Stock”. The Company has designated 49,000,000 shares of Series A Convertible Preferred Stock, of which 30,000,000 shares have been issued and are outstanding. Holders of Series A Convertible Preferred Stock hold rights to vote on all matter requiring a Stockholder vote at 100 common shares vote equivalent for each share of Series A Convertible 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 of the filing date of this Prospectus, there are no shares of Series B Convertible Preferred Stock issued or outstanding.

On September 11, 2018, the Company issued 67 shares to a consultant for $0.09 per share valued at $6 for services.

On November 1, 2018, the Company issued 1,000,000 shares to a consultant for $0.06 per share valued at $100,000 for services.

On December 13, 2018, the Company issued 1,000,000 shares to a consultant for $0.235 per share valued at $235,000 for services.

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

On May 18, 2020, the company issued 8,000,000 shares 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 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 to Pinnacle Consulting Services for $0.099 per share valued at $1,248,750 for consulting services.

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

On June 26, 2020, the company issued 25,000,000 shares to Bellagio IP Trust for $0.026 per share valued at $650,000 for services in development of the Power Booster technology.

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

On March 1, 2016, 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 common stock.

On May 12, 2020, the Company executed a convertible note with Pinnacle Consulting Services Inc. for $12,500 due on May 12, 2021. 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, which is fixed at $0.0025 per share. The Company recognized a beneficial conversion feature of $12,500 as debt discount related to this convertible note based on the intrinsic value of the conversion feature at the time of issuance. Pursuant to the terms of this convertible promissory note, certain conversion limitations apply to the holder’s conversion option, with the effect that the holder shall not be allowed to effect a conversion if such conversion would result in the holder’s aggregate total ownership of the Company’s common stock exceeding 4.99% of the Company’s then-outstanding shares of common stock.

On June 30, 2020, the Company executed a convertible note with Pinnacle Consulting Services Inc. for $21,000 due on June 30, 2021. 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, 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. Pursuant to the terms of this convertible promissory note, certain conversion limitations apply to the holder’s conversion option, with the effect that the holder shall not be allowed to effect a conversion if such conversion would result in the holder’s aggregate total ownership of the Company’s common stock exceeding 4.99% of the Company’s then-outstanding shares of common stock.

On August 25, 2020, the Company signed a Master Outsourcing Contract Manufacturing Agreement with Eco-Gen Energy, Inc. (“Eco-Gen”), pursuant to which the Company will manage the production and delivery of Eco-Gen’s JouleBox® Power Station. 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 and shareholder of ~~Eco-Gen.~~Eco-Gen, holding 20.66% of Eco-Gen’s outstanding voting stock, and in that the Company’s offices are provided by Eco-Gen in a space located within Eco-Gen’s corporate offices.

In May 2016, a consultant was awarded the right to receive 100,000,000 shares of common stock. In May 2018, this right was assigned to Heritage Funding, Inc. and John English equally in exchange for $9,038 to be paid by the Company. The promissory note was convertible into 100,000,000 shares of common stock at a fixed price of $0.0009. In October 2019, Heritage Funding entered into a private transaction to sell the right to 45,000,000 of its 50,000,000 shares to Blue Ridge Enterprises. Also, in October 2019, Blue Ridge Enterprises and Heritage Funding converted principal into 45,000,000 and 5,000,000 shares of common stock, respectively. 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 into 25,000,000 shares of common stock. On November 16, 2020, the Company and Robert L. Hymers III entered into a debt exchange agreement (the “Debt Exchange Agreement”) whereby the remaining principal balance owed to Hymers of $2,451 relating to this convertible debt convertible to 25,000,000 common shares has been exchanged for a convertible promissory note with a principal amount of $2,451, a maturity date of November 15, 2021, bearing interest at the rate of 10% per annum and convertible into 25 million shares of the Company’s common stock. Pursuant to the terms of this convertible promissory note, certain conversion limitations apply to the holder’s conversion option, with the effect that the holder shall not be allowed to effect a conversion if the holder owns greater than 4.99% of the Company outstanding capital stock.

On May 12, 2020, the Company executed a convertible note with Pinnacle Consulting Services Inc. for $12,500 due on May 12, 2021. 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, which is fixed at $0.0025 per share. The Company recognized a beneficial conversion feature of $12,500 as debt discount related to this convertible note based on the intrinsic value of the conversion feature at the time of issuance. Pursuant to the terms of this convertible promissory note, certain conversion limitations apply to the holder’s conversion option, with the effect that the holder shall not be allowed to effect a conversion if such conversion would result in the holder’s aggregate total ownership of the Company’s common stock exceeding 4.99% of the Company’s then-outstanding shares of common stock.

On June 30, 2020, the Company executed a convertible note with Pinnacle Consulting Services Inc. for $21,000 due on June 30, 2021. 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, 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. Pursuant to the terms of this convertible promissory note, certain conversion limitations apply to the holder’s conversion option, with the effect that the holder shall not be allowed to effect a conversion if such conversion would result in the holder’s aggregate total ownership of the Company’s common stock exceeding 4.99% of the Company’s then-outstanding shares of common stock.

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 options in the notes once the note becomes convertible and account for it as a derivative liability.

During the nine months ended September 30, 2020, the fair value of new derivative liabilities on the new issuance of debt amounted to $33,336 upon inception, with debt discount of $21,000 recognized and a loss on derivative issuance of $12,336 recognized, included in derivative expense on the consolidated statements of operations. The Derivative liabilities from the Company’s various convertible debt instruments had an estimated fair value of $92,183 as of September 30, 2020 The Company recognized a gain on the change in fair value of the derivative liability of $1,811 during the nine months ended September 30, 2020. The Black Scholes valuation model included inputs of volatility of between 532% and 739%, a dividend yield of 0%, risk free rate of 0.11%-0.16% and a term of between 0.5 years and one year.

As of September 30, 2020, there were 31,443,787 shares of common stock that may be issued under the convertible notes payable described above.

As of September 30, 2020, and December 31, 2019, unamortized debt discount was $23,378 and $33,661, respectively. During the nine months ended September 30, 2020, the Company amortized debt discount of $43,783 to interest expense. Accrued interest on convertible notes was $2,672 as of September 30, 2020.

The Company’s management reviewed all material events through December 23, 2020 the date these financial statements were available to be issued for subsequent event disclosure consideration.

We have filed with the SEC a Registration Statement on Form S-1 under the Securities Act, and the rules and regulations promulgated thereunder, with respect to the common stock offered hereby. This Prospectus, which constitutes a part of the Registration Statement, does not contain all of the information set forth in the Registration Statement and the exhibits thereto. While we have summarized the material terms of all agreements and exhibits included in the scope of this Registration Statement, for further information regarding the terms and conditions of any exhibit, reference is made to such exhibits. Upon effectiveness of this Prospectus, we will be subject to the reporting and other requirements of ~~Section 15(d) of~~ the ~~Securities~~ Exchange Act ~~of 1934~~ and will file periodic reports with the Securities and Exchange Commission, including a Form 10-K for the year ended December 31, 2020 and periodic reports on Form 10-Q during that period, if applicable. We will make available to our ~~Stockholders~~stockholders annual reports containing financial statements audited by our independent auditors and our quarterly reports containing unaudited financial statements for each of the first three quarters of each year; however, we will not send the annual report to our ~~Stockholders~~stockholders unless requested by an individual Stockholder.

For further information with respect to us and the common stock, reference is hereby made to the Registration Statement and the exhibits thereto, which may be inspected and copied at the principal office of the SEC, 100 F Street NE, Washington, D.C. 20549, and copies of all or any part thereof may be obtained at prescribed rates from the Commission’s Public Reference Section at such addresses. Also, the SEC maintains a website at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. To request such materials, please contact Julia Otey-Raudes, our Chief Executive Officer.

Until ~~February 28,~~June 30, 2021, all dealers that effect transactions in these securities, whether or not participating in this Offering, may be required to deliver a Prospectus. This is in addition to the dealers’ obligation to deliver a Prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

The following table sets forth the costs and expenses payable by us in connection with the issuance and distribution of the securities being registered hereunder. The Selling ~~Stockholder~~Stockholders will bear no expenses associated with this offering except for any broker discounts and commissions or equivalent expenses and expenses of the Selling ~~Stockholder’s~~Stockholders’ legal counsel applicable to the sale of its Shares. All of the amounts shown are estimates, except for the SEC registration fees.

Our Articles of Incorporation provide that we shall indemnify our directors and officers to the fullest extent permitted by Nevada law and that none of our directors will be personally liable to the Company or its Stockholders for monetary damages for breach of fiduciary duty as a director, except for liability:

To the extent that our directors and officers are indemnified under the provisions contained in our bylaws, Nevada law or contractual arrangements against liabilities arising under the Securities Act, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Since January 1, 2018, the registrant has sold the following unregistered securities.

On September 11, 2018, the Company issued 67 shares to a consultant for $0.09 per share valued at $6 for services.

On November 1, 2018, the Company issued 1,000,000 shares to a consultant for $0.06 per share valued at $100,000 for services.

On December 13, 2018, the Company issued 1,000,000 shares to a consultant for $0.235 per share valued at $235,000 for services.

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

On May 18, 2020, the company issued 8,000,000 shares 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 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 to Pinnacle Consulting Services for $0.099 per share valued at $1,248,750 for consulting services

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

On June 26, 2020, the company issued 25,000,000 shares to Bellagio IP Trust for $0.026 per share valued at $650,000 for services in development of the Power Booster technology.

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

On August 14, 2020, the Company sold 4,000,000 shares of the Company’s common stock at a price of $0.005 per share, in exchange for a cash payment of $20,000, received on August 14, 2020.

Except as otherwise noted, the securities in these transactions were sold in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act for transactions not involving any public offering. Each of the persons acquiring the foregoing securities was an accredited investor (as defined in Rule 501(a) of Regulation D) and confirmed the foregoing and acknowledged, in writing, that the securities must be acquired and held for investment. All certificates evidencing the shares sold bore a restrictive legend. The Company took reasonable steps to verify that the investors were accredited investors. No underwriter participated in the offer and sale of these securities, and no commission or other remuneration was paid or given directly or indirectly in connection therewith.

(1.) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i.) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii.) To reflect in the Prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(iii.) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2.) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3.) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and

(4.) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5.) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a Direct Public Offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i.) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii.) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii.) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv.) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Van Nuys, State of California, on ~~September 18,~~December 23, 2020.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Julia Otey-Raudes as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) under the Securities Act of 1933 increasing the number of securities for which registration is sought), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact, proxy, and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacities and on the dates indicated.

Large accelerated filer:	¨	Accelerated filer:	¨

Non-accelerated filer:	¨	Smaller reporting company:	x

		Emerging growth company	x

Title of	Amount	Proposed		Amount of	Amount	Proposed		Amount of
Class of	to be	Maximum	Maximum	Registration Fee⁽³⁾	to be	Maximum	Maximum	Registration Fee⁽³⁾
Securities	Registered	Aggregate	Aggregate Offering		Registered	Aggregate	Aggregate Offering
to be		Price Per	Price⁽²⁾			Price Per	Price⁽²⁾
Registered		Share				Share
Common Stock, $0.001 par value per share, Issued and Outstanding to be registered as part of a Secondary Offering by certain Selling Stockholders (as hereinafter defined) ⁽¹⁾	25,000,000	$0.08	$2,000,000.00	$259.60	25,000,000	$0.06	$1,500,000.00	$163.65

Newly Issued Common Stock, $0.001 par value per share , to be registered as part of a Direct Public Offering (as hereinafter defined)	25,000,000	$0.08	$2,000,000.00	$259.60
Newly Issued Common Stock, $0.001 par value per share, to be registered as part of a Direct Public Offering (as hereinafter defined)					25,000,000	$0.06	$1,500,000.00	$163.65

Total	50,000,000		$4,000,000.00	$519.20	50,000,000		$3,000,000.00	$327.30

PROSPECTUS SUMMARY	6
SUMMARY FINANCIAL INFORMATION	1012
SUMMARY OF THIS OFFERING	1113
RISK FACTORS	1214
USE OF PROCEEDS	2224
THE OFFERING	2326
DILUTION	2027
SELLING STOCKHOLDERS	2428
PLAN OF DISTRIBUTION	2528
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	2831
DESCRIPTION OF SECURITIES	2832
INTERESTS OF EXPERTS	2933
DESCRIPTION OF BUSINESS	3034
DESCRIPTION OF PROPERTY	3039
LEGAL PROCEEDINGS	3439
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	3439
MANAGEMENT'S DISCUSSION AND ANALYSIS	3140
DIRECTORS AND EXECUTIVE OFFICERS	3742
EXECUTIVE AND DIRECTOR COMPENSATION	4045
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	4349
INTERIM FINANCIAL STATEMENTS	5663
SUBSEQUENT EVENTS	6877
WHERE YOU CAN FIND MORE INFORMATION	6978

	2019			2018
Cash	$	246			22,153
Total Current Assets		246			22,153
TOTAL ASSETS		8,246			428,086
Total Liabilities		104,232			25,128
Stockholders’ Equity (Deficit)		(95,986	)		402,958
Total Liabilities and Total Deficit		8,246			428,086

	2019			2018
Revenues	$	—			—
Total Operating Expenses		201,968			655,907
Operating Loss		(525,384	)		(764,224	)
Net Gain on Discontinued Operations					35,494
Net Loss		(525,384	)		(728,728	)

	Sale Total Depending on Percentage of Direct Public Offering Securities Sold										Sale Total Depending on Percentage of Direct Public Offering Securities Sold
	Per Share		100%		75%		50%		25%		Per Share		100%		75%		50%		25%
Public Offering Price	$	0.08	$	2,000,000	$	1,500,000	$	1,000,000	$	500,000	$	0.06	$	1,500,000	$	1,125,000	$	750,000	$	375,000
Underwriting Discounts and Commissions	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Proceeds to Eco Innovation Group, Inc.	$	0.08	$	2,000,000	$	1,500,000	$	1,000,000	$	500,000	$	0.06	$	1,500,000	$	1,125,000	$	750,000	$	375,000

Securities being registered by the Selling Stockholders pursuant to the Secondary Offering:		25,000,000 shares of common stock

Secondary Offering price:		$~~0.08~~0.06 per share

Secondary Offering period:		From the date of this Prospectus until ~~February 28,~~June 30, 2021

Newly issued common stock being registered pursuant to the Direct Public Offering:		25,000,000 shares of common stock

Primary Offering (Direct Public Offering) price:		$~~0.08~~0.06 per share

Primary Offering (Direct Public Offering) period:		From the date of this Prospectus until ~~February 28,~~June 20, 2021

Number of Shares Outstanding After the Offering:		160,930,680 shares of common stock

Market for the common stock:		Our shares of common stock are currently quoted on the OTC Markets Pink under the symbol “ECOX”.

Use of proceeds:		We will receive approximately ~~$2,000,000~~$1,500,000 in gross proceeds if we sell all of the Shares in the Direct Public Offering. We will receive estimated net proceeds of approximately ~~$1,889,506.76~~$1,494,172.70 after incurring an estimated ~~$6,019.20~~$5,827.30 in expenses related to the Direct Public Offering, if we sell all of those Shares. We will receive none of the proceeds from the sale of Shares by the Selling Stockholders. Proceeds from the Direct Public Offering will be used for general working capital, ~~purchases of capital equipment,~~product and patent development costs, enhancement of our marketing programs, and for other general corporate purposes, as set forth below. See “Use of Proceeds” beginning on page 2224 for a more detailed explanation of how the proceeds from the Direct Public Offering will be used.

Risk Factors:		See “Risk Factors” beginning on Page 1214 and the other information in this Prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock.

Subscriptions:		Subscriptions are to be made payable to:

		Eco Innovation Group, Inc. 16525 Sherman Way, Suite C-1 Van Nuys, CA 91406 (747)-224-2453 Attention: Julia Otey-Raudes

Percentage of Offering Shares Sold		100	%		75	%		50	%		25	%

Accounting, Audit, Transfer Agent, Edgar Agent, and Other Fees associated with being a publicly traded company	$	250,000		$	187,500		$	125,000		$	62,500

Equipment	$	437,600		$	328,200		$	218,800		$	109,400

Hiring Personnel	$	312,400		$	234,300		$	156,200		$	78,100

Product Supplies	$	125,000		$	93,750		$	62,500		$	31,250

Inventories	$	250,000		$	187,500		$	125,000		$	62,500

Working Capital	$	625,000		$	468,750		$	312,500		$	156,250

Total Use of Proceeds	$	2,000,000		$	1,500,000		$	1,000,000		$	500,000

Assumed Percentage of Shares Sold		25%	50%	75%	100%
		Shares	Shares	Shares	Shares
		Sold	Sold	Sold	Sold

GROSS PROCEEDS FROM OFFERING	$375,000		$750,000	$1,125,000	$1,500,000
LESS OFFERING EXPENSES
Legal, accounting & professional fees	$5,500		$5,500	$5,500	$5,500
Miscellaneous (including registration fees)	$500		$500	$500	$500
SUBTOTAL	$6,000		$6,000	$6,000	$6,000
LESS USE OF PROCEEDS
Capital purchases(1)	$18,450		$37,200	$55,950	$74,700
Contractors(2)	$92,250		$186,000	$279,750	$373,500
General & administrative(3)	$73,800		$148,800	$223,800	$298,800
Marketing & promotion(4)	$36,900		$74,400	$111,900	$149,400
Research & development(5)	$92,250		$186,000	$279,750	$373,500
Wages & benefits(6)	$55,350		$111,600	$167,850	$224,100
SUBTOTAL	$369,000		$744,000	$1,119,000	$1,494,000
TOTAL	$375,000		$750,000	$1,125,000	$1,500,000

Percentage of Offering Shares Sold		100	%		75	%		50	%		25	%		100	%		75	%		50	%		25	%
Offering price per share	$	0.08		$	0.08		$	0.08		$	0.08		$	0.06		$	0.06		$	0.06		$	0.06
Net tangible book value per share before offering		(0.001	)		(0.001	)		(0.001	)		(0.001	)		(0.00	)		(0.00	)		(0.00	)		(0.00	)
Increase per share attributable to investors		0.01			0.007			0.004			0.001			0.01			0.01			0.00			0.00
Pro forma net tangible book value per share after offering		0.01			0.009			0.005			0.001			0.01			0.01			0.00			0.00
Dilution per share attributable to investors in this offering														0.05			0.05			0.06			0.06

	Number of Outstanding Shares Beneficially Owned	Number of	Number of	Percentage of	Number of Outstanding Shares Beneficially Owned	Number of	Number of	Percentage of
Name of Beneficial Owner		Shares offered	Shares Held	Total Issued		Shares offered	Shares Held	Total Issued
		by	After the Offering	and		by	After the Offering	and
		Selling Stockholder		Outstanding after the		Selling Stockholder		Outstanding after the
				Offering				Offering
Pinnacle Consulting Services, Inc. ⁽¹⁾	12,000,000	11,500,000	500,000	0.27%	11,500,000		0	0%
Julia Otey-Raudes ⁽²⁾	35,000,000	4,000,000	31,000,000	22.81%	35,000,000	4,000,000	31,000,000	22.81%
Bellagio Trust	25,000,000	4,000,000	21,000,000	15.45%	25,000,000	4,000,000	21,000,000	15.45%
Robert Salna	5,000,000		0	0%	5,000,000		0	0%
Tabular Investments, LLC ⁽³⁾	600,000	500,000	100,000	0.07%	600,000	500,000	100,000	0.07%

	·		she must not be subject to a statutory disqualification;
	·		she must not be compensated in connection with such selling participation by payment of commissions or other payments based either directly or indirectly on such transactions;
	·		she must not be an associated person of a broker-dealer;
	·		she must primarily perform, or is intended primarily to perform at the end of the Offering, substantial duties for or on behalf of the Company otherwise than in connection with transactions in securities; and
	·		she must perform substantial duties for the Company after the close of the Offering not connected with transactions in securities, and not have been an associated person of a broker or dealer for the preceding 12 months, and not participate in selling an offering of securities for any issuer more than once every 12 months.

	·	This Prospectus, with subscription agreement, is delivered by the Company to each offeree;
	·	the subscription is completed by the offeree, and submitted with check back to the Company where the subscription and a copy of the check is faxed to counsel for review;
	·	each subscription is reviewed by counsel for the Company to confirm the subscribing party completed the form, and to confirm the state of acceptance;
	·	once approved by counsel, the subscription is accepted by Ms. Otey-Raudes, and the funds shall be deposited within four (4) days of acceptance;
	·	subscriptions not accepted are returned with all funds sent with the subscription within three business days of the Company’s receipt of the subscription, without interest or deduction of any kind.

	·	ordinary brokerage transactions and transactions in which the broker-dealer solicits Investors;
	·	block trades in which the broker-dealer will attempt to sell the Shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
	·	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
	·	an exchange distribution in accordance with the rules of the applicable exchange;
	·	privately negotiated transactions;
	·	to cover short sales made after the date that this Prospectus is declared effective by the Commission;
	·	broker-dealers may agree with the Selling Stockholders to sell a specified number of such Shares at a stipulated price per share;
	·	a combination of any such methods of sale; and
	·	any other method permitted pursuant to applicable law.

	•		the amounts involved exceeded or will exceed our applicable Item 404(d) of Regulation S-K threshold, which is $2,181.66; and
	•		any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a direct or indirect material interest.

For the Period Ending December 31, 2019	High		Low
First Quarter	$	0.25	$	0.08
Second Quarter	$	0.19	$	0.0013
Third Quarter	$	0.08	$	0.0086
Fourth Quarter	$	0.125	$	0.03

For the Period Ending December 31, 2018	High		Low
First Quarter	$	0.5	$	0.3
Second Quarter	$	0.6	$	0.2
Third Quarter	$	0.6	$	0.2
Fourth Quarter	$	0.6	$	0.2

	For the years ended December 31						For the years ended December 31
	2019			2018			2019			2018
Net Sales	$			$			$			$
Total Expenses		201,968			655,907			201,968			655,907
Net Loss from Operations		(201,968	)		(655,907	)		(201,968	)		(655,907	)
Other Expenses		323,416			108,317			286,342			108,317
Net Loss	$	(525,384	)	$	(764,224	)	$	(488,310	)	$	(764,224	)

	For the six month periods ended June 30
	2020		2019
Net Sales	$		$
Total Expenses		3,087,916		17,772
Net Loss from Operations		(3,087,916)		(17,772)
Other Expenses		45,963		-
Net Loss	$	(3,133,879)	$	(17,772)

	For the nine month periods ended September 30
	2020			2019
Net Sales	$	100,000		$	—
Gross profit		20,000			—
Total operating expenses		3,132,264			25,680
Net Loss from Operations		(3,112,264	)		(25,680	)
Other Expenses		(59,979	)		—
Net Loss	$	(3,169,243	)	$	(25,680	)

Name		Age		Position
Julia Otey-Raudes		41		Chief Executive Officer, Chief Financial Officer

Name and principal position	Year		Salary ($)		Bonus ($)		Stock awards ($)		Option awards ($)		Nonequity incentive plan compensation ($)		Nonqualified deferred compensation earnings ($)		All other compensation ($)		Total ($)			Year		Salary ($)			Bonus ($)		Stock awards ($)		Option awards ($)		Nonequity incentive plan compensation ($)		Nonqualified deferred compensation earnings ($)		All other compensation ($)		Total ($)
John English		2018	$	0	$	0	$	2,000(¹)	$	0	$	0	$	0	$	0	$	2,000	⁽¹⁾		2019	$	0	$		0	$	0	$	0	$	0	$	0	$	0	$	0
John English		2017	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0			2018	$	0		$	0	$	2,000(¹)	$	0	$	0	$	0	$	0	$	2,000	⁽¹⁾
John English																					2017	$	0		$	0	$	0	$	0	$	0	$	0	$	0	$	0

Directors	Title	Monthly Compensation
Julia Otey-Raudes⁽¹⁾⁽²⁾	Chief Executive Officer, Chief Financial Officer and Chairman	$	0	⁽¹⁾⁽²⁾

Name of Beneficial Owner	Common Shares Owned		Percent of common shares			Preferred Shares Owned		Series A Votes⁽¹⁾⁽⁵⁾		Voting Shares⁽⁵⁾			Voting Power⁽⁵⁾
Julia Otey-Raudes⁽¹⁾⁽⁵⁾		35,000,000		25.7	%		30,000,000		3,000,000,000		3,035,000,000	⁽⁵⁾		96.8	%⁽⁵⁾
Bellagio IP Trust⁽²⁾		25,000,000		18.4	%						25,000,000			0.8	%
John English		25,000,000		18.4	%						25,000,000			0.8	%
Donald Steinberg⁽³⁾		25,000,000		18.4	%						25,000,000			0.8	%
Pinnacle Consulting Services Inc.⁽⁴⁾		12,000,000		8.83	%						12,000,000			0.38	%

	Page
Report of Independent Registered Public Accountants		4449
Balance Sheets as of December 31, 2019 and 2018		4550
Statements of Operations for the years ended December 31, 2019 and 2017		4651
Statement of Stockholder’s Deficit for years ended December 31, 2019 and 2018		4752
Statements of Cash Flows for the years ended December 31, 2019 and 2018		4853
Notes to Financial Statements		4954

361 Hopedale Drive SE	P (732) 822-4427
Bayville, NJ 08721	F (732) 510-0665

	December 31,
	2019			2018
Assets	As Restated
Current Assets
Cash and cash equivalents	$	246		$	22,153
Accounts receivable- net		—			—
Total Current Assets		246			22,153

Other Assets
Investment in Marijuana Company of America, at fair value		—			397,933
Deposits and other assets		8,000			8,000
Total Other Assets		8,000			405,933

Total Assets	$	8,246		$	428,086

Liabilities and Stockholders' Equity (Deficit)
Current Liabilities
Accounts payable and accrued expenses	$	1,797		$	324
Convertible note payable, net of discount		21,875			—
Derivative liability		60,658			—
Convertible notes payable, related party		4,902			9,804
Related party loans		15,000			15,000
Total Current Liabilities		104,232			25,128

Total Liabilities		104,232			25,128

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 54,830,680 and 4,830,680 shares at
December 31, 2019 and 2018, respectively		54,831			4,831
Additional paid-in capital		1,919,059			1,942,619
Accumulated deficit		(2,099,876	)		(1,574,492	)
Total Stockholders' Equity (Deficit)		(95,986	)		402,958

Total Liabilities and Stockholders' Equity (Deficit)	$	8,246		$	428,086

	For the years ended
	December 31,
	2019			2018

Revenues	$	—		$	—
Cost of revenues		—			—
Gross Profit		—			—

Operating expenses
General and administrative		201,968			655,907
		201,968			655,907

Operating loss		(201,968	)		(655,907	)

Other expenses
Interest expense		3,572			—
Derivative expense		60,658			—
Unrealized loss on investments		—			52,067
Loss on sale of investments		259,186			56,250
		323,416			108,317

Loss from continuing operations		(525,384	)		(764,224	)

Discontinued operations
Loss on disposal of discontinued operations		—			(55,508	)
Income from operations of discontinued operations		—			91,004
		—			35,496

Net loss	$	(525,384	)	$	(728,728	)

Loss per share, basic and diluted
Continuing operations	$	(0.03	)	$	(0.37	)
Discontinued operations		—			0.02
	$	(0.03	)	$	(0.35	)

Weighted average shares outstanding		15,521,348			2,093,647

	Preferred Stock					Common Stock				Additional Paid-in			Accumulated
	Shares			Amount		Shares		Amount		Capital			Deficit			Total
Balance, December 31, 2017	36,000,000		$	36,000		1,830,613	$	1,831	$	769,613		$	(845,764	)	$	(38,320	)

Contribution of Investment	—			—		—		—		600,000			—			600,000
Preferred Stock Retired	(6,000,000	)		(6,000	)	—		—		6,000			—			—
Shares Issued for Services	—			—		3,000,067		3,000		567,006			—			570,006
Net loss for the year ended December 31, 2018	—			—		—		—		—			(728,728	)		(728,728	)
Balance, December 31, 2018	30,000,000			30,000		4,830,680		4,831		1,942,619			(1,574,492	)		402,958

Debt Conversion	—			—		50,000,000		50,000		(45,098	)		—			4,902
Derivative liabilities	—			—		—		—		21,538			—			21,538
Net loss for the year ended December 31, 2019	—			—		—		—					(525,384	)		(525,384	)
Balance, December 31, 2019	30,000,000		$	30,000		54,830,680	$	54,831	$	1,919,059		$	(2,099,876	)	$	(95,986	)

		December 31, 2018
		Level 1	Level 2	Level 3	Total
Assets
	Investments	$ 397,933	$ -	$ -	$ 397,933

Liabilities
	Derivative liability	-	-	-	-
		December 31, 2019
		Level 1	Level 2	Level 3	Total
Assets
	Investments	$ -	$ -	$ -	$ -

Liabilities
	Derivative liability	-	-	60,658	60,658

Consolidated Balance Sheet	As of December 31, 2019

		As Previously
		Reported			Adjustment			As Restated
Convertible debt, net of discount	$	21,875		$	(15,536	)	$	6,339
Total current liabilities		104,232			(15,536	)		88,696
Total liabilities		104,232			(15,536	)		88,696
Additional paid in capital		1,919,059			(21,538	)		1,897,521
Accumulated deficit		(2,099,876	)		37,074	)		(2,062,802	)
Total Stockholder’s equity (deficit)		(95,986	)		(15,536	)		(80,450	)

Consolidated Statement of Operations		Year Ended December 31, 2019

		As Previously
		Reported			Adjustment			As Restated
Interest expense	$	146,273		$	2,926		$	6,498
Derivative expense		60,658			(40,000	)		20,658
Total other expenses		323,416			(37,074	)		286,342
Loss from continuing operations		(525,384	)		37,074			(488,310	)
Net loss		(525,384	)		37,074			(488,310	)

Consolidated Statement of Cash Flows	Year Ended December 31, 2019

		As Previously
		Reported			Adjustment			As Restated
Cash Flows from Operating Activities
Net loss	$	(525,384	)	$	37,074		$	(488,310	)
Amortization of debt discount		3,413			2,926			6,339
Derivative expense		60,658			(40,000	)		20,258
Net cash used in operating activities		(200,655	)		—			(200,655	)

	Year Ended
	December 31,
	2019			2018
Provision (benefit) computed using the statutory rate	$	(110,000	)	$	(153,000	)
Temporary differences		52,000			(52,000	)
Change in valuation allowance		58,000			205,000
	$	—		$	—

Fair value, contribution date	$	600,000
Sale of securities		(150,000	)
Unrealized loss		(52,067	)
Fair value, December 31, 2018	$	397,933
Sale of securities		(397,933	)
Fair value, December 31, 2019	$	—

	September 30, 2020			December 31, 2019
		(Unaudited)			(Audited)
ASSETS
Current Assets
Cash and cash equivalents	$	16,659		$	246
Accounts receivable- net		—			—
Total Current Assets		16,659			246

Other Assets
Investment in Marijuana Company of America		—			— ��
Deposits and other assets		8,000			8,000
Total Other Assets		8,000			8,000
Total Assets	$	24,659		$	8,246

Liabilities and Stockholders' Equity (Deficit)
Current Liabilities
Accounts Payable and accrued expenses		59,47			1,797
Convertible Notes Payable		50,122			6,399
Derivative liabilities		92,183			60,658
Convertible Notes Payable Related party		4,875			4,902
Related Party Loans		15,000			15,000
Total Current Liabilities		221,651			88,696

Total Liabilities		221,651			88,696

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 139,930,680 and 54,830,680 shares at
September 30, 2020 and Dec 31, 2019, respectively		139,931			54,831
Additional paid-in capital		4,865,122			1,897,521
Accumulated deficit		(5,232,045	)		(2,062,802	)
Total Stockholders' Equity (Deficit)		(196,992	)		(80,450	)

TOTAL LIABILITIES and Stockholders' Equity (Deficit)	$	24,659		$	8,246