UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| [X] | QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2016 |
| OR | |
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 000-51213
ECOLOCAP SOLUTIONS INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
20-0909393
(I.R.S. Employer Identification Number)
1250 S. Grove Avenue, Suite 308
Barrington, IL 60010
(Address of principal executive offices, including Zip Code)
866-479-7041
(Registrant's telephone number, including area code)
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (SS 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [X] NO [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer, "accelerated filer," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
| Large Accelerated Filer | [ ] | Accelerated Filer | [ ] |
Non-accelerated Filer (Do not check if smaller reporting company) | [ ] | Smaller Reporting Company | [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [ ] NO [X]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:
The Issuer had 6,581,652,628 shares of Common Stock, par value $0.00001, outstanding as of July 10, 2017.
TABLE OF CONTENTS
| Page | |||
| Financial Statements. | 3 | ||
| Unaudited Consolidated Balance Sheets | 3 | ||
| Unaudited Consolidated Statements of Operations | 4 | ||
| Unaudited Consolidated Statements of Cash Flows | 5 | ||
| Notes to Consolidated Financial Statements (Unaudited) | 6 | ||
| Management's Discussion and Analysis of Financial Condition and Results of Operations. | 11 | ||
| Quantitative and Qualitative Disclosures About Market Risk. | 13 | ||
| Controls and Procedures. | 13 | ||
| Risk Factors. | 14 | ||
| Exhibits. | 14 | ||
| 17 | |||
| 18 | |||
PART I: FINANCIAL INFORMATION
| ITEM 1. | FINANCIAL STATEMENTS. |
ECOLOCAP SOLUTIONS INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
September 30, 2016 | December 31, 2015 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash | $ | 4,272 | $ | - | ||||
| TOTAL CURRENT ASSETS AND ASSETS | $ | 4,272 | $ | - | ||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Customer deposits | $ | 175,000 | $ | 175,000 | ||||
| Convertible notes payable | 1,040,838 | 1,026,185 | ||||||
| Notes payable - related parties | 2,184,042 | 1,736,666 | ||||||
| Derivative liabilities | 1,795,816 | 1,375,577 | ||||||
| Accrued expenses and sundry current liabilities - related parties | 1,103,937 | 884,553 | ||||||
| Accrued expenses and sundry current liabilities | 967,989 | 836,926 | ||||||
| TOTAL CURRENT LIABILITIES AND TOTAL LIABILITIES | 7,267,622 | 6,034,907 | ||||||
| STOCKHOLDERS' DEFICIT | ||||||||
Common stock 10,000,000,000 shares authorized, par value $0.00001, 3,249,327,026 shares, issued and outstanding | 32,493 | 32,493 | ||||||
| Additional paid in capital | 55,964,649 | 55,912,655 | ||||||
| Accumulated Deficit | (66,001,070 | ) | (65,007,045 | ) | ||||
| TOTAL STOCKHOLDERS' DEFICIT -Ecolocap Solutions Inc. | (10,003,928 | ) | (9,061,897 | ) | ||||
| Non-controlling interest | 2,740,578 | 3,026,990 | ||||||
| TOTAL STOCKHOLDERS' DEFICIT | (7,263,350 | ) | (6,034,907 | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | 4,272 | $ | - | ||||
See Notes to Unaudited Consolidated Financial Statements
ECOLOCAP SOLUTIONS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Nine Months ended September 30, 2016 | Nine Months ended September 30, 2015 | Three Months ended September 30, 2016 | Three Months ended September 30, 2015 | |||||||||||||
| COSTS AND EXPENSES: | ||||||||||||||||
| - | - | - | - | |||||||||||||
| Selling, general and administrative | $ | 627,446 | $ | 642,101 | $ | 213,139 | $ | 218,005 | ||||||||
| TOTAL OPERATING EXPENSES | 627,446 | 642,101 | 213,139 | 218,005 | ||||||||||||
| OTHER INCOME (EXPENSES) | ||||||||||||||||
| Loss on settlement-note payable related party stockholders (expense) | - | (19,145,500 | ) | - | (19,145,500 | ) | ||||||||||
| Gain (loss) on derivatives liabilities at market | (420,239 | ) | 549,984 | 70,826 | 451,887 | |||||||||||
| Interest expense-related parties | (91,378 | ) | (83,645 | ) | (32,121 | ) | (28,197 | ) | ||||||||
| Interest expense | (141,374 | ) | (155,165 | ) | (42,417 | ) | (48,275 | ) | ||||||||
| TOTAL OTHER (EXPENSES) | (652,991 | ) | (18,834,326 | ) | (3,712 | ) | (18,770,085 | ) | ||||||||
| Net (Loss) before non-controlling interest | $ | (1,280,437 | ) | $ | (19,476,427 | ) | $ | (216,851 | ) | $ | (18,988,090 | ) | ||||
| Non-controlling interest | $ | (286,412 | ) | $ | (284,616 | ) | $ | (95,551 | ) | $ | (98,820 | ) | ||||
| Net (Loss) attributable to Ecolocap Solutions Inc | $ | (994,025 | ) | $ | (19,191,811 | ) | $ | (121,300 | ) | $ | (18,889,270 | ) | ||||
| Loss Per Common Share-basic and diluted | $ | (0.00 | ) | $ | (0.02 | ) | $ | (0.00 | ) | $ | (0.01 | ) | ||||
| Average weighted Number of Shares-basic and diluted | 3,249,327,026 | 1,045,845,550 | 3,249,327,026 | 3,129,216,887 | ||||||||||||
See Notes to Unaudited Consolidated Financial Statements
ECOLOCAP SOLUTIONS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Nine Months ended September 30 2016 | For the Nine Months ended September 30 2015 | |||||||
| Net loss | $ | (1,280,437 | ) | $ | (19,476,427 | ) | ||
| Adjustment to reconcile net loss to net cash used in operating activities | ||||||||
| Imputed interests of shareholders loans | 51,994 | 50,730 | ||||||
| Loss on settlement-note payable related party stockholders expense | - | 19,145,500 | ||||||
| (Gain) Loss on derivatives liabilities at market | 420,239 | (549,984 | ) | |||||
| Unpaid penalty interest added to debt principal | 14,653 | 36,314 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accrued expenses and sundry current liabilities | 790,823 | 579,457 | ||||||
| Net cash (used in) operating activities | (2,728 | ) | (214,410 | ) | ||||
| Financing activities | ||||||||
| Proceeds from loans from related parties | 7,000 | 214,410 | ||||||
| Net cash provided by financing activities | 7,000 | 214,410 | ||||||
| Change in cash | 4,272 | - | ||||||
| Cash-beginning of period | - | - | ||||||
| Cash-end of period | $ | 4,272 | $ | - | ||||
| Supplemental Disclosure of Cash Flow information | ||||||||
| Non cash items : | ||||||||
| Conversion of current liabilities, convertible notes payable, notes payable stockholders to common stock | $ | - | $ | 326,473 | ||||
| Reclassification of derivative to APIC | $ | - | $ | (1,957 | ) | |||
| Non cash additions of loans from shareholders | $ | 337,500 | $ | 270,000 | ||||
| Expenses paid by a related party on behalf of the Company | $ | 102,876 | $ | - | ||||
See Notes to Unaudited Consolidated Financial Statements
ECOLOCAP SOLUTIONS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Ecolocap Solutions Inc. ("we", "our", the "Company") is an integrated and complementary network of environmentally focused technology companies that utilize advanced nanotechnology to design, develop and sell cleaner alternative energy products. Our business approach combines science, innovation, and market-ready solutions to achieve environmentally sustainable and economically advantageous, power and energy management practices in the following areas:
M-Fuel
The Company, through its subsidiary Micro Bubble Technologies Inc. (MBT), developed M-Fuel, an innovative suspension fuel that is designed to offer fully scalable and customizable fuel solutions that will increase efficiency, lower operating costs, and reduce emissions. M -Fuel is a suspension mixture of 60% heavy oil, 40% H plus O2 molecules, and a 0.3% stabilizing additive. The production of M-Fuel takes place in our Nano Processing Units (NPU), a self contained device that is sized for output. The NPU's can be configured to operate in conjunction with an engine or burner to sully M-Fuel on demand, or pre-manufactured for delivery.
ECOS/BIO-ART
ECOS/Bio-ART is a patented air injected high-speed aerobic biological fermentation technology, utilizing uniquely cultured Bacillus, and incorporated into a specifically designed in-vessel unit. The remediation process takes seven days and reduces moisture content to an average between 12%-25% on an output equal to 1/3 the input. The output can be used as organic fertilizer, animal feed, animal bedding or biomass. The computer controlled process monitors the temperature on 3 different levels. The technology is designed to reduce the costs associated with food waste disposal and in the process will reduce the environmental impact or methane greenhouse gas production.
NOTE 2 - BASIS OF PRESENTATION AND GOING CONCERN
The accompanying unaudited interim consolidated financial statements of the Company, have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"), and rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's annual report on Form 10-K for the year ended December 31, 2015 as filed with the SEC. In the opinion of management, all adjustments, consisting of recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements as reported in the annual report on Form 10-K have been omitted.
Going Concern
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern. The Company has had recurring losses, negative working capital, is dependent on its shareholders to provide additional funding for operating expenses and has no recurring revenues. These items raise substantial doubts about the Company's ability to continue as a going concern.
Management's plan for the Company's continued existence include selling additional common stock of the Company and borrowing additional funds to pay overhead expenses.
With the opportunities created by the ECOS BIO-ART and M Fuel, management has begun the process of redeploying its assets, identifying business strategies that offers above average profit potential and identifying the resources necessary to successfully execute it new strategic direction.
Recognizing the opportunity this new market represents, the Company has developed an integrated development approach that focuses upon both existing and needed infrastructure facilities to produce substantial new value.
The Company's future success is dependent upon its ability to achieve profitable operations, generate cash from operating activities and obtain additional financing. There is no assurance that the Company will be able to generate sufficient cash from operations, sell additional shares of common stock or borrow additional funds.
The Company's inability to obtain additional cash could have a material adverse effect on its financial position, results of operations and its ability to continue in existence. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 3 – ACCRUED EXPENSES AND SUNDRY CURRENT LIABILITIES
Accrued expenses consisted of the following at:
September 30 2016 | December 31 2015 | |||||||
| Accrued interest | $ | 416,835 | $ | 290,114 | ||||
| Accrued interest-related parties | 170,927 | 131,543 | ||||||
| Accrued compensation-related parties | 615,344 | 502,844 | ||||||
| Accounts payable | 240,000 | 240,000 | ||||||
| Accrued operating expenses-related parties | 317,666 | 250,166 | ||||||
| Accrued operating expenses | 311,154 | 306,812 | ||||||
| $ | 2,071,926 | $ | 1,721,479 | |||||
NOTE 4 – CONVERTIBLE NOTES PAYABLE
Loans are convertible at amounts ranging from 40% to 60% of the market price of the common shares of the Company at the time of conversion and bear interest rates ranging from 8% to 22% per annum. The increases during the nine month period ended September 30, 2016 and 2015 of $14,653 and $36,314 in non-cash borrowings are related to the default on Tonaquint loans, respectively. During the period ended September 30, 2016, the Company was in default of its convertible notes due to non-repayment which triggered an increase of the outstanding balances.
The convertible feature of these loans, due to their potential settlement in an indeterminable number of shares of the Company's common stock has been identified as a derivative. The derivative component is fair valued at the date of issuance of the obligation and this amount is marked to market at each reporting period. All of the convertible notes are in default as of September 30, 2016.
There were no conversions of convertible debts during the period ended September 30, 2016. During the year ended December 31, 2015 note payable of $1,973 was converted into 393,000 shares.
A summary of the amounts outstanding as of September 30, 2016 and December 31, 2015 are as follows:
Balance September 30, 2016 | Balance December 31, 2015 | |||||||
| Tonaquint | $ | 585,846 | $ | 571,193 | ||||
| Redwood Management, LLC | 372,992 | 372,992 | ||||||
| Proteus Capital | 32,500 | 32,500 | ||||||
| LG Capital | 19,500 | 19,500 | ||||||
| GSM Capital Group LLC | 30,000 | 30,000 | ||||||
| $ | 1,040,838 | $ | 1,026,185 | |||||
NOTE 5 – NOTES PAYABLE – RELATED PARTIES
During the nine month period ended September 30, 2016, note payable to the related parties increased by $337,500, additions of $330,500 are for accrual of unpaid salaries and $7,000 was in cash proceeds. The amount owed to stockholders at September 30, 2016 is $1,741,179. These loans are non interest bearing but interest is being imputed at 5.00% per annum and are payable on demand. An interest amount of $51,994 has been imputed in 2016. There were no conversions during the nine month period ended September 30, 2016. During the year ended December 31, 2015, total loans of $274,500 were converted into 2,745,000,000 shares.
During the nine month period ended September 30, 2016, the Company received $104,876 in loans from Hanscom K Inc. The amount owed to Hanscom K. Inc. at September 30, 2016 is $414,363. These loans are non-interest bearing and are payable on demand.
During the nine month period ended September 30, 2016, the Company did not receive any loans from RCO Group Inc. The amount owed to RCO Group Inc. at September 30, 2016 is $28,500. These loans bear interest at 8.00% per annum and are payable on demand.
A summary of the amounts outstanding as of September 30, 2016 and December 31, 2015 are as follows:
Balance September 30, 2016 | Balance December 31, 2015 | |||||||
| Stockholders | $ | 1,741,179 | $ | 1,396,679 | ||||
| Hanscom K. Inc. | 414,363 | 311,487 | ||||||
| RCO Group Inc. | 28,500 | 28,500 | ||||||
| $ | 2,184,042 | $ | 1,736,666 | |||||
NOTE 6 – DERIVATIVE LIABILITIES
During the nine month period ended September 30, 2016, the Company recorded various derivative liabilities associated with the convertible notes payable discussed in Note 4. The Company computes the value of the derivative liability at each reporting period using the Black Scholes Method using a risk free rate of 0.14%, volatility rates ranging between 314.00% and 381.00% and a forfeiture rate of 0.00%. The derivative liability at September 30, 2016 and December 31, 2015 are as follows:
| 2016 | 2015 | |||||||
| Tonaquint | $ | 900,127 | $ | 815,979 | ||||
| Proteus Capital Group LLC | 70,636 | 72,221 | ||||||
| GSM Capital Group LLC | 57,371 | 66,162 | ||||||
| LG Capital | 38,992 | 48,221 | ||||||
| Redwood Management, LLC | 728,690 | 372,994 | ||||||
| Total | $ | 1,795,816 | $ | 1,375,577 | ||||
Financial assets and liabilities recorded at fair value in our consolidated balance sheets are categorized based upon a fair value hierarchy established by GAAP, which prioritizes the inputs used to measure fair value into the following levels:
Fair Value of Financial Instruments
Level 1— Quoted market prices in active markets for identical assets or liabilities at the measurement date.
Level 2— Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable and can be corroborated by observable market data.
Level 3— Inputs reflecting management's best estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments.
A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
Financial assets and liabilities measured at fair value on a recurring basis are summarized below for the period ended September 30, 2016
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Derivative Financial Instruments | $ | - | $ | - | $ | 1,795,816 | $ | 1,795,816 | ||||||||
Financial assets and liabilities measured at fair value on a recurring basis are summarized below for the year ended December 31, 2015
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Derivative Financial Instruments | $ | - | $ | - | $ | 1,375,577 | $ | 1,375,577 | ||||||||
The following table summarizes the derivatives liability from January 1st through September 30, 2016
| Derivative liabilities | ||||
| Balance December 31, 2015 | $ | 1,375,577 | ||
| Loss on change in fair value of the derivative | 420,239 | |||
| Balance September 30, 2016 | $ | 1,795,816 | ||
NOTE 7 – CAPITAL STOCK
The Company is authorized to issue 10,000,000,000 shares of common stock (par value $0.00001) of which 3,249,327,026 were issued and outstanding as of September 30, 2016 and December 31, 2015.
There were no conversion of convertible debts into common shares of the Company during the nine months period ended September 30, 2016.
During 2015, the following convertible debt owners converted loans plus accrued interests into common shares of the Company.
Loans converted | Interest converted | Common shares of the Company | ||||||||||
| Tonaquint (Note 4) | $ | 1,973 | $ | - | 393,000 | |||||||
| Accrued compensation | 50,000 | - | 500,000,000 | |||||||||
| Stockholders (Note 5) | 274,500 | - | 2,745,000,000 | |||||||||
| Total | $ | 326,473 | $ | - | 3,245,393,000 | |||||||
NOTE 8 – RELATED PARTY TRANSACTIONS
During the nine month period ended September 30, 2016, note payable to the related parties increased by $337,500, additions of $330,500 are for accrual of unpaid salaries and $7,000 was in cash proceeds. These loans carry an interest of 5.00% and are payable on demand.
For the periods ended September 30, 2016 and 2015, interest accrued to related parties totaled $91,378 and $83,645.
During the nine month period ended September 30, 2016, the Company received $104,876 in loans from Hanscom K Inc. The amount owed to Hanscom K. Inc. at September 30, 2016 is $414,363. These loans are non-interest bearing and are payable on demand.
NOTE 9 – SUBSEQUENT EVENTS
During the first two quarters of 2017, the following convertible debt owners converted loans plus accrued interests into common shares of the Company.
Loans converted | Interest converted | Common shares of the Company | ||||||||||
| Tonaquint (note 4) | $ | 96,311 | $ | 85,990 | 2,157,581,572 | |||||||
| GSM Capital Group LLC (note 4) | 28,790 | - | 436,527,302 | |||||||||
| LG Capital (note 4) | 19,500 | 7,444 | 197,116,728 | |||||||||
| Total | $ | 144,601 | $ | 93,434 | 2,791,225,602 | |||||||
In February 2017, the Company and Hanscom K Inc. jointly and severally entered into a loan agreement for an amount of $485,000 which is subject to annual interest of 16% and matures on November 1, 2017.
During May 2017, an aggregate of $108,220 in loans from stockholders were converted into 541,100,000 shares of the common stock.
| ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
Operations
The following discussion of the financial condition and results of our operations should be read in conjunction with the consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q for the period ended September 30, 2016 (this "Report"). This Report contains certain forward-looking statements and our future operating results could differ materially from those discussed herein. Certain statements contained in this Report, including, without limitation, statements containing the words "believes", "anticipates," "expects" and the like, constitute "forward-looking statements". Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to announce publicly the results of any revisions of the forward-looking statements contained or incorporated by reference herein to reflect future events or developments.
Business Plan
Our business approach combines science, innovation and market-ready solutions to achieve environmentally and economically beneficial energy and energy management practices.
The Company's first objective is to provide its full turn-key solution at lower cost. The Company technology reduces the costs associated with food waste disposal and in the process reduces the environmental impact or methane greenhouse gas production, provide a healthier life for all and create viable organic byproducts.
The first target market is the Municipal solid waste industry (MSW), grow the number of customer, and, expand ECOS BIO ART brand presence.
Discussions are also underway with a number of prospective customers and the Company is confident it will enter into a number of sales agreements as soon as it can demonstrate its product with all the proprietary features. The Company is confident it will provide such demos in the next months.
Results of Operations
For the Three and Nine Month Periods ended September 30, 2016
Overview
We incurred net loss of $216,851 and $1,280,437 for the three and nine month periods ended September 30, 2016 as compared to net losses of $18,988,090 and $19,476,427 for the comparable periods of 2015. For the period ended September 30, 2016, there has been a decrease of $14,655 in selling, general and administrative expenses, a decrease in the stock based compensation of $19,145,500, a decrease in the gain on derivatives of $970,223 and a decrease in interest expense of $6,058 mainly attributable to the interest expense resulting from our outstanding notes.
Sales
For the three and nine month periods ended September 30, 2016 and 2015 we had no sales.
Selling, General and Administrative
For the three and nine month periods ended September 30, 2016, we incurred selling, general and administrative expenses of $213,139 and $627,446, a decrease of 2% from the three month period from the same period of 2015 and a decrease of 2% for the nine month period from the same period of 2015. The decrease resulted from the decrease in professional fees.
Interest
We calculate interest in accordance with the respective note payable. For the three and nine month periods ended September 30, 2016, we incurred a charge of $74,538 and $232,752 including related party interest. This compared to $76,472 and $238,810 for the same periods of the previous year. The interest expenses on related parties increased by $7,733 due to increases in debt balance, the interest expenses on convertible loans increased by $22,522 because of interest rate and loans balance increases due to default on Tonaquint loans and the interest expense recorded upon amortization of the debt discount issuance of convertible debt decreased by $36,313 so globally the interest expense decreased by $6,058.
The decrease is caused by interest expense decrease on convertible debt.
Liquidity and Capital Resources
At September 30, 2016, we had $4,272 in cash, as opposed to $0 in cash at December 31, 2015. Total cash used in operations for the nine month period ended September 30, 2016 was $2,728. As a result of certain measures implemented to reduce corporate overhead, management estimates that cash requirements through the end of the fiscal year ended December 31, 2016 will be between $2.0 million to $5.5 million. As of the date of this Report, we do not have available resources sufficient to cover the expected cash requirements through the end of 2016 or the balance of the year. As a result, there is substantial doubt that we can continue as an ongoing business without obtaining additional financing. Management's plans for maintaining our operations and continued existence include selling additional equity securities and borrowing additional funds to pay operational expenses. There is no assurance we will be able to generate sufficient cash from operations, sell additional shares of Common Stock or borrow additional funds. Our inability to obtain additional cash could have a material adverse effect on our financial position, results of operations and our ability to continue its existence. If our losses continue and we are unable to secure additional financing, we may ultimately be required to seek protection from creditors under applicable bankruptcy laws.
We had total current assets and assets of $4,272 and $0 as of September 30, 2016 and December 31, 2015.
We had total current liabilities of $7,267,622 as of September 30, 2016. This was an increase of $1,232,715, or 20%, as compared to current liabilities of $6,034,907 as of December 31, 2015. The net increase was attributable to an increase in derivative liabilities due to the loss on derivatives at market value, increase in notes payable stockholders an increase in accrued expenses and current liabilities.
Our financial condition raises substantial doubt about our ability to continue as a going concern. Management's plan for our continued existence includes selling additional stock through private placements and borrowing additional funds to pay overhead expenses while maintaining marketing efforts to raise our sales volume. Our future success is dependent upon our ability to achieve profitable operations, generate cash from operating activities and obtain additional financing. There is no assurance that we will be able to generate sufficient cash from operations, sell additional shares of common stock or borrow additional funds. Our inability to obtain additional cash could have a material adverse effect on our financial position, results of operations and our ability to continue as a going concern.
This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future
events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this Memorandum. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
We have only had operating losses which raise substantial doubts about our viability to continue our business and our auditors have issued an opinion expressing the uncertainty of our company to continue as a going concern. If we are not able to continue operations, investors could lose their entire investment in our company.
Contractual Obligations
The Company was party to a lease for the Company's Barrington office, at a minimum annual rent of approximately $24,000 per year. The Barrington lease expired in May 2013 and the Company remains in these premises on a month to month basis.
Off-Balance Sheet Arrangements
The Company is not a party to any off-balance sheet arrangements.
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
| ITEM 4. | EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. |
The Company's Principal Executive Officer and Principal Financial Officer have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (the "Exchange Act"). Based on that evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are not effective in ensuring that information required to be disclosed in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the periods specified in the Commission's rules and forms, and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The conclusion that our disclosure controls and procedures were not effective was due to the presence of the following material weaknesses in internal control over financial reporting which are indicative of many small companies with small staff: the lack of a functioning audit committee, lack of multiple levels of review over the financial reporting process, and segregation of duties, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.
Management believes that the material weaknesses set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.
Changes in Internal Control over Financial Reporting
We have not made a change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended September 30, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II OTHER INFORMATION
| ITEM 1A. | RISK FACTORS. |
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
| ITEM 6. | EXHIBITS. |
| Exhibit | Incorporated by reference | Filed | |||
| Number | Document Description | Form | Date | Number | herewith |
| 3.1 | Articles of Incorporation, as amended. | SB-2 | 5/28/04 | 3.1 | |
| 3.2 | Bylaws. | SB-2 | 5/28/04 | 3.2 | |
| 3.3 | Certificate of Amendment to Articles of Incorporation. | 10-QSB | 12/30/05 | 3.3 | |
| 3.4 | Bylaws, as amended on March 17, 2006. | 10-KSB | 4/13/06 | 3.4 | |
| 10.1 | Letter of Intent with XL Generation AG. | 8-K | 7/6/05 | 99.1 | |
| 10.2 | Share Exchange Agreement with XL Generation AG. | 8-K | 8/19/05 | 99.1 | |
| 10.3 | Loan Agreement with Capex Investments. | 8-K | 9/14/05 | 99.1 | |
| 10.4 | Form of Indemnification Agreement with Capex Investments Limited. | 8-K/A | 11/1/05 | 10.4 | |
| 10.5 | Common Stock Purchase Agreement with Capex Investments Limited. | 8-K | 11/15/05 | 10.5 | |
| 10.6 | Common Stock Purchase Agreement with Aton Selct Fund Limited. | 8-K | 11/15/05 | 10.6 | |
| 10.7 | Common Stock Purchase Agreement with Asset Protection Fund Limited. | 8-K | 11/15/05 | 10.7 | |
| 10.8 | Series A Warrant to Purchase Shares of Common Stock to Capex Investments Limited. | 8-K | 11/15/05 | 10.8 | |
| 10.9 | Series A Warrant to Purchase Shares of Common Stock to Aton Select Fund Limited. | 8-K | 11/15/05 | 10.9 | |
| 10.10 | Series A Warrant to Purchase Shares of Common Stock to Asset Protection Fund Limited. | 8-K | 11/15/05 | 10.10 | |
| 10.11 | Registration Rights Agreement with Capex Investments Limited. | 8-K | 11/15/05 | 10.11 | |
| 10.12 | Registration Rights Agreement with Aton Select Fund Limited. | 8-K | 11/15/05 | 10.12 | |
| 10.13 | Registration Rights Agreement with Asset Protection Fund Limited. | 8-K | 11/15/05 | 10.13 | |
| 10.14 | Amendment to the Common Stock Purchase Agreement with Aton Select Fund Limited. | 8-K | 12/08/05 | 10.14 | |
| 10.15 | Amendment to the Common Stock Purchase Agreement with Asset Protection Fund Limited. | 8-K | 12/08/05 | 10.15 | |
| 10.16 | Lease Agreement with 866 U.N. Plaza Associates LLC. | 10-QSB | 12/30/05 | 10.16 | |
| 10.17 | Exclusive Manufacturing License Agreement and Non-Exclusive Distribution Agreement with APW Inc. | 10-QSB | 12/30/05 | 10.17 | |
| 10.18 | Common Stock Purchase Agreement with Professional Trading Services SA. | SB-2 | 1/13/06 | 10.18 | |
| 10.19 | Series B Warrant to Purchase Shares of Common Stock to Professional Trading Services SA. | SB-2 | 1/13/06 | 10.19 | |
| 10.20 | Registration Rights Agreement with Professional Trading Services SA. | SB-2 | 1/13/06 | 10.20 | |
| 10.21 | Amended and Restated Common Stock Purchase Agreement with Bank Sal. Oppenheim Jr. & Cie. (Switzerland) Limited. | SB-2 | 1/13/06 | 10.21 | |
| 10.22 | Series B Warrant to Purchase Shares of Common Stock to Bank Sal. Oppenheim Jr. & Cie. (Switzerland) Limited. | SB-2 | 1/13/06 | 10.22 | |
| 10.23 | Agreement of Withdrawal from Stadium SA. | SB-2 | 1/13/06 | 10.23 | |
| 10.24 | License Agreement with WKF/5 Ltd. | SB-2 | 1/13/06 | 10.24 | |
| 10.25 | Amendment to License Agreement with WKF/5 Ltd and Alain Lemieux. | SB-2 | 1/13/06 | 10.25 | |
| 10.26 | Form of Subscription Agreement. | SB-2 | 5/28/04 | 99.1 | |
| 10.27 | Employment Agreement with Alain Lemieux. | 10-KSB | 4/13/06 | 10.27 | |
| 10.28 | Employment Agreement with Daniel Courteau. | 10-KSB | 4/13/06 | 10.28 | |
| 10.29 | Employment Agreement with Flemming Munck. | 10-KSB | 4/13/06 | 10.29 | |
| 10.30 | Employment Agreement with Eric Giguere. | 10-KSB | 4/13/06 | 10.30 | |
| 10.31 | Endorsement Agreement with La Societe 421 Productions. | 10-KSB | 4/13/06 | 10.31 | |
| 10.32 | Summary of terms and conditions of Oral Consulting Agreement with Greendale Consulting Limited. | 10-KSB | 4/13/06 | 10.32 | |
| 10.33 | Exclusive Manufacturing License Agreement with Polyprod Inc. | 10-KSB | 4/13/06 | 10.33 | |
| 10.34 | Management Fee Arrangement with Polyprod Inc. | 10-KSB | 4/13/06 | 10.34 | |
| 10.35 | Supply Contract with Febra- Kunststoffe GimbH and BASF Aktiengesellschaft. | 10-KSB | 4/13/06 | 10.35 | |
| 10.36 | Loan Agreement with Fiducie Alain Lemieux. | 10-KSB | 4/13/06 | 10.36 | |
| 10.37 | Confirmation of Debt. | 10-KSB | 4/13/06 | 10.37 | |
| 10.38 | Agreement with Daniel Courteau regarding Repayment of loans to Symbior Technologies Inc. | 10-KSB | 4/13/06 | 10.38 | |
| 10.39 | 2006 Equity Incentive Plan. | 10-KSB | 4/13/06 | 10.39 | |
| 10.40 | Loan Agreement with Albert Beerli. | 10-KSB | 4/13/06 | 10.40 | |
| 10.41 | Summary of terms and conditions of Loan Agreement with Albert Beerli. | 10-KSB | 4/13/06 | 10.41 | |
| 10.42 | Lease Agreement with Albert Beerli. | 10-KSB | 4/13/06 | 10.42 | |
| 10.43 | Memorandum regarding XL Generation Canada Inc. | 10-KSB | 4/13/06 | 10.43 | |
| 10.44 | Stock Purchase Agreement with XL Generation AG and Stadium SA. | 10-KSB | 4/13/06 | 10.44 | |
| 10.45 | Common Stock Purchase Agreement with Poma Management SA. | 10-QSB | 9/13/06 | 10.45 | |
| 10.46 | Common Stock Purchase Agreement with Aton Select Fund Limited. | 10-QSB | 9/13/06 | 10.46 | |
| 10.47 | Consulting Agreement by and between Ecolocap Solutions Inc. and Lakeview Consulting LLC. | 8-K | 11/11/08 | 10.47 | |
| 10.48 | "ERPA" with Hong Kong Construction Investment Joint Stock Company. | 8-K | 12/23/08 | 10.1 | |
| 10.49 | "ERPA" with Thuong Hai Joint Stock Company. | 8-K | 12/23/08 | 10.2 | |
| 10.50 | "ERPA" with Vietnam Power Development Joint Stock Company. | 8-K | 12/23/08 | 10.3 | |
| 10.51 | "ERPA" with Hop Xuan Investment Joint Stock Company, Vietnam. | 8-K | 12/23/08 | 10.4 | |
| 10.52 | "ERPA" with ThangLong Education Development and Construction Import Export Investment Joint Stock Company. | 8-K | 12/23/08 | 10.5 | |
| 10.53 | Revised Consulting Agreement with Sodexen Inc. | 8-K | 12/23/08 | 10.6 | |
| 10.54 | Agreement with United Best Technology Limited. | 8-K | 12/23/08 | 10.7 | |
| 10.55 | Escrow Agreement with United Best Technology Limited. | 8-K | 12/23/08 | 10.8 | |
| 10.56 | "ERPA" with Tan Hiep Phuc Electricity Construction Joint-Stock Company Vietnam. | 8-K | 12/23/08 | 10.9 |
| 10.57 | "ERPA" with Tuan Anh Hydraulic Development and Construction Investment Corporation, Vietnam. | 8-K | 12/23/08 | 10.10 | |
| 10.58 | "ERPA" with Lao Cai Energy & Resources Investment Joint Stock Company, Vietnam. | 8-K | 12/23/08 | 10.11 | |
| 10.59 | "ERPA" with Xiangton Iron and Steel Group Co. Ltd. | 8-K | 12/23/08 | 10.12 | |
| 10.60 | "ERPA" with Hunan Valin Xiangton Iron & Steel Co. Ltd. | 8-K | 12/23/08 | 10.13 | |
| 10.61 | "ERPA" with Hebi Coal Industry (Group) Co. Ltd. | 8-K | 12/23/08 | 10.14 | |
| 10.62 | "ERPA" with Hebei Jinlong Cement Group Co., Ltd. | 8-K | 12/23/08 | 10.15 | |
| 10.63 | "ERPA" with Bao Tan Hydro Electric Joint-Stock Company. | 8-K | 12/23/08 | 10.16 | |
| 10.64 | "ERPA" with Construction and Infrastruction Development Joint-Stock Company Number Nine. | 8-K | 12/23/08 | 10.17 | |
| 10.65 | Greenhouse Gas Offset Management Services Representation Agreement. | 8-K | 12/23/08 | 10.18 | |
| 10.66 | "ERPA" with Xinjiang Xiangjianfeng Energy and Technology Development Co. Ltd. | 8-K | 12/23/08 | 10.19 | |
| 10.67 | Technical Service Agreement with Xinjiang Xiangjinfeng Energy and Technology Development Co., Ltd. | 8-K | 12/23/08 | 10.20 | |
| 10.68 | Technical Service Agreement with Hebei Fengda Metallized Pellet Co., Ltd. | 8-K | 12/23/08 | 10.21 | |
| 10.69 | "ERPA" with Hebei Fengda Metallized Pellet Co., Ltd. | 8-K | 12/23/08 | 10.22 | |
| 10.70 | "ERPA" with Shandong Chengzeyuan Environment Protection Engineering Co. Ltd. | 8-K | 12/23/08 | 10.23 | |
| 10.71 | Technical Services Agreement with Shandong Chengzeyuan Environment Protection Engineering Co., Ltd. | 8-K | 12/23/08 | 10.24 | |
| 10.72 | Technical Services Agreement with Leshan Kingssun Group Co. Ltd. | 8-K | 12/23/08 | 10.25 | |
| 10.73 | "ERPA" with Leshan Kingssun Group Co., Ltd. | 8-K | 12/23/08 | 10.26 | |
| 10.74 | Supply Agreement dated July 25, 2012. | 8-K | 7/30/12 | 10.1 | |
| 10.75 | Sale and Purchase Agreement dated July 27, 2012. | 8-K | 7/30/12 | 10.2 | |
| 14.1 | Code of Ethics. | 10-KSB | 3/31/08 | 14.1 | |
| Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer. | X | ||||
| Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Financial Officer. | X | ||||
| 99.1 | Audit Committee Charter. | 10-KSB | 3/31/08 | 99.1 | |
| 99.2 | Executive Committee Charter. | 10-KSB | 3/31/08 | 99.2 | |
| 99.3 | Nominating and Corporate Governance Committee Charter. | 10-KSB | 3/31/08 | 99.3 | |
| 99.4 | Stock Option Plan. | 10-KSB | 3/31/08 | 99.4 | |
| 101.INS | XBRL Instance Document. | X | |||
| 101.SCH | XBRL Taxonomy Extension – Schema. | X | |||
| 101.CAL | XBRL Taxonomy Extension – Calculations. | X | |||
| 101.DEF | XBRL Taxonomy Extension – Definitions. | X | |||
| 101.LAB | XBRL Taxonomy Extension – Labels. | X | |||
| 101.PRE | XBRL Taxonomy Extension – Presentation. | X |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 18th day of August, 2017.
| ECOLOCAP SOLUTIONS INC. | ||
| BY: | MICHAEL SIEGEL | |
| Michael Siegel | ||
| Principal Executive Officer and a member of the | ||
| Board of Directors | ||
| BY: | MICHEL ST-PIERRE | |
| Michel St-Pierre | ||
| Principal Financial Officer and Principal | ||
| Accounting Officer | ||
EXHIBIT INDEX
| Exhibit | Incorporated by reference | Filed | |||
| Number | Document Description | Form | Date | Number | herewith |
| 3.1 | Articles of Incorporation, as amended. | SB-2 | 5/28/04 | 3.1 | |
| 3.2 | Bylaws. | SB-2 | 5/28/04 | 3.2 | |
| 3.3 | Certificate of Amendment to Articles of Incorporation. | 10-QSB | 12/30/05 | 3.3 | |
| 3.4 | Bylaws, as amended on March 17, 2006. | 10-KSB | 4/13/06 | 3.4 | |
| 10.1 | Letter of Intent with XL Generation AG. | 8-K | 7/6/05 | 99.1 | |
| 10.2 | Share Exchange Agreement with XL Generation AG. | 8-K | 8/19/05 | 99.1 | |
| 10.3 | Loan Agreement with Capex Investments. | 8-K | 9/14/05 | 99.1 | |
| 10.4 | Form of Indemnification Agreement with Capex Investments Limited. | 8-K/A | 11/1/05 | 10.4 | |
| 10.5 | Common Stock Purchase Agreement with Capex Investments Limited. | 8-K | 11/15/05 | 10.5 | |
| 10.6 | Common Stock Purchase Agreement with Aton Selct Fund Limited. | 8-K | 11/15/05 | 10.6 | |
| 10.7 | Common Stock Purchase Agreement with Asset Protection Fund Limited. | 8-K | 11/15/05 | 10.7 | |
| 10.8 | Series A Warrant to Purchase Shares of Common Stock to Capex Investments Limited. | 8-K | 11/15/05 | 10.8 | |
| 10.9 | Series A Warrant to Purchase Shares of Common Stock to Aton Select Fund Limited. | 8-K | 11/15/05 | 10.9 | |
| 10.10 | Series A Warrant to Purchase Shares of Common Stock to Asset Protection Fund Limited. | 8-K | 11/15/05 | 10.10 | |
| 10.11 | Registration Rights Agreement with Capex Investments Limited. | 8-K | 11/15/05 | 10.11 | |
| 10.12 | Registration Rights Agreement with Aton Select Fund Limited. | 8-K | 11/15/05 | 10.12 | |
| 10.13 | Registration Rights Agreement with Asset Protection Fund Limited. | 8-K | 11/15/05 | 10.13 | |
| 10.14 | Amendment to the Common Stock Purchase Agreement with Aton Select Fund Limited. | 8-K | 12/08/05 | 10.14 | |
| 10.15 | Amendment to the Common Stock Purchase Agreement with Asset Protection Fund Limited. | 8-K | 12/08/05 | 10.15 | |
| 10.16 | Lease Agreement with 866 U.N. Plaza Associates LLC. | 10-QSB | 12/30/05 | 10.16 | |
| 10.17 | Exclusive Manufacturing License Agreement and Non-Exclusive Distribution Agreement with APW Inc. | 10-QSB | 12/30/05 | 10.17 | |
| 10.18 | Common Stock Purchase Agreement with Professional Trading Services SA. | SB-2 | 1/13/06 | 10.18 | |
| 10.19 | Series B Warrant to Purchase Shares of Common Stock to Professional Trading Services SA. | SB-2 | 1/13/06 | 10.19 | |
| 10.20 | Registration Rights Agreement with Professional Trading Services SA. | SB-2 | 1/13/06 | 10.20 | |
| 10.21 | Amended and Restated Common Stock Purchase Agreement with Bank Sal. Oppenheim Jr. & Cie. (Switzerland) Limited. | SB-2 | 1/13/06 | 10.21 | |
| 10.22 | Series B Warrant to Purchase Shares of Common Stock to Bank Sal. Oppenheim Jr. & Cie. (Switzerland) Limited. | SB-2 | 1/13/06 | 10.22 | |
| 10.23 | Agreement of Withdrawal from Stadium SA. | SB-2 | 1/13/06 | 10.23 | |
| 10.24 | License Agreement with WKF/5 Ltd. | SB-2 | 1/13/06 | 10.24 | |
| 10.25 | Amendment to License Agreement with WKF/5 Ltd and Alain Lemieux. | SB-2 | 1/13/06 | 10.25 | |
| 10.26 | Form of Subscription Agreement. | SB-2 | 5/28/04 | 99.1 | |
| 10.27 | Employment Agreement with Alain Lemieux. | 10-KSB | 4/13/06 | 10.27 | |
| 10.28 | Employment Agreement with Daniel Courteau. | 10-KSB | 4/13/06 | 10.28 | |
| 10.29 | Employment Agreement with Flemming Munck. | 10-KSB | 4/13/06 | 10.29 | |
| 10.30 | Employment Agreement with Eric Giguere. | 10-KSB | 4/13/06 | 10.30 | |
| 10.31 | Endorsement Agreement with La Societe 421 Productions. | 10-KSB | 4/13/06 | 10.31 | |
| 10.32 | Summary of terms and conditions of Oral Consulting Agreement with Greendale Consulting Limited. | 10-KSB | 4/13/06 | 10.32 | |
| 10.33 | Exclusive Manufacturing License Agreement with Polyprod Inc. | 10-KSB | 4/13/06 | 10.33 | |
| 10.34 | Management Fee Arrangement with Polyprod Inc. | 10-KSB | 4/13/06 | 10.34 | |
| 10.35 | Supply Contract with Febra- Kunststoffe GimbH and BASF Aktiengesellschaft. | 10-KSB | 4/13/06 | 10.35 | |
| 10.36 | Loan Agreement with Fiducie Alain Lemieux. | 10-KSB | 4/13/06 | 10.36 | |
| 10.37 | Confirmation of Debt. | 10-KSB | 4/13/06 | 10.37 | |
| 10.38 | Agreement with Daniel Courteau regarding Repayment of loans to Symbior Technologies Inc. | 10-KSB | 4/13/06 | 10.38 | |
| 10.39 | 2006 Equity Incentive Plan. | 10-KSB | 4/13/06 | 10.39 | |
| 10.40 | Loan Agreement with Albert Beerli. | 10-KSB | 4/13/06 | 10.40 | |
| 10.41 | Summary of terms and conditions of Loan Agreement with Albert Beerli. | 10-KSB | 4/13/06 | 10.41 | |
| 10.42 | Lease Agreement with Albert Beerli. | 10-KSB | 4/13/06 | 10.42 | |
| 10.43 | Memorandum regarding XL Generation Canada Inc. | 10-KSB | 4/13/06 | 10.43 | |
| 10.44 | Stock Purchase Agreement with XL Generation AG and Stadium SA. | 10-KSB | 4/13/06 | 10.44 | |
| 10.45 | Common Stock Purchase Agreement with Poma Management SA. | 10-QSB | 9/13/06 | 10.45 | |
| 10.46 | Common Stock Purchase Agreement with Aton Select Fund Limited. | 10-QSB | 9/13/06 | 10.46 | |
| 10.47 | Consulting Agreement by and between Ecolocap Solutions Inc. and Lakeview Consulting LLC. | 8-K | 11/11/08 | 10.47 | |
| 10.48 | "ERPA" with Hong Kong Construction Investment Joint Stock Company. | 8-K | 12/23/08 | 10.1 | |
| 10.49 | "ERPA" with Thuong Hai Joint Stock Company. | 8-K | 12/23/08 | 10.2 | |
| 10.50 | "ERPA" with Vietnam Power Development Joint Stock Company. | 8-K | 12/23/08 | 10.3 | |
| 10.51 | "ERPA" with Hop Xuan Investment Joint Stock Company, Vietnam. | 8-K | 12/23/08 | 10.4 | |
| 10.52 | "ERPA" with ThangLong Education Development and Construction Import Export Investment Joint Stock Company. | 8-K | 12/23/08 | 10.5 | |
| 10.53 | Revised Consulting Agreement with Sodexen Inc. | 8-K | 12/23/08 | 10.6 | |
| 10.54 | Agreement with United Best Technology Limited. | 8-K | 12/23/08 | 10.7 | |
| 10.55 | Escrow Agreement with United Best Technology Limited. | 8-K | 12/23/08 | 10.8 | |
| 10.56 | "ERPA" with Tan Hiep Phuc Electricity Construction Joint-Stock Company Vietnam. | 8-K | 12/23/08 | 10.9 | |
| 10.57 | "ERPA" with Tuan Anh Hydraulic Development and Construction Investment Corporation, Vietnam. | 8-K | 12/23/08 | 10.10 | |
| 10.58 | "ERPA" with Lao Cai Energy & Resources Investment Joint Stock Company, Vietnam. | 8-K | 12/23/08 | 10.11 | |
| 10.59 | "ERPA" with Xiangton Iron and Steel Group Co. Ltd. | 8-K | 12/23/08 | 10.12 |
| 10.60 | "ERPA" with Hunan Valin Xiangton Iron & Steel Co. Ltd. | 8-K | 12/23/08 | 10.13 | |
| 10.61 | "ERPA" with Hebi Coal Industry (Group) Co. Ltd. | 8-K | 12/23/08 | 10.14 | |
| 10.62 | "ERPA" with Hebei Jinlong Cement Group Co., Ltd. | 8-K | 12/23/08 | 10.15 | |
| 10.63 | "ERPA" with Bao Tan Hydro Electric Joint-Stock Company. | 8-K | 12/23/08 | 10.16 | |
| 10.64 | "ERPA" with Construction and Infrastruction Development Joint-Stock Company Number Nine. | 8-K | 12/23/08 | 10.17 | |
| 10.65 | Greenhouse Gas Offset Management Services Representation Agreement. | 8-K | 12/23/08 | 10.18 | |
| 10.66 | "ERPA" with Xinjiang Xiangjianfeng Energy and Technology Development Co. Ltd. | 8-K | 12/23/08 | 10.19 | |
| 10.67 | Technical Service Agreement with Xinjiang Xiangjinfeng Energy and Technology Development Co., Ltd. | 8-K | 12/23/08 | 10.20 | |
| 10.68 | Technical Service Agreement with Hebei Fengda Metallized Pellet Co., Ltd. | 8-K | 12/23/08 | 10.21 | |
| 10.69 | "ERPA" with Hebei Fengda Metallized Pellet Co., Ltd. | 8-K | 12/23/08 | 10.22 | |
| 10.70 | "ERPA" with Shandong Chengzeyuan Environment Protection Engineering Co. Ltd. | 8-K | 12/23/08 | 10.23 | |
| 10.71 | Technical Services Agreement with Shandong Chengzeyuan Environment Protection Engineering Co., Ltd. | 8-K | 12/23/08 | 10.24 | |
| 10.72 | Technical Services Agreement with Leshan Kingssun Group Co. Ltd. | 8-K | 12/23/08 | 10.25 | |
| 10.73 | "ERPA" with Leshan Kingssun Group Co., Ltd. | 8-K | 12/23/08 | 10.26 | |
| 10.74 | Supply Agreement dated July 25, 2012. | 8-K | 7/30/12 | 10.1 | |
| 10.75 | Sale and Purchase Agreement dated July 27, 2012. | 8-K | 7/30/12 | 10.2 | |
| 14.1 | Code of Ethics. | 10-KSB | 3/31/08 | 14.1 | |
| Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer. | X | ||||
| Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Financial Officer. | X | ||||
| 99.1 | Audit Committee Charter. | 10-KSB | 3/31/08 | 99.1 | |
| 99.2 | Executive Committee Charter. | 10-KSB | 3/31/08 | 99.2 | |
| 99.3 | Nominating and Corporate Governance Committee Charter. | 10-KSB | 3/31/08 | 99.3 | |
| 99.4 | Stock Option Plan. | 10-KSB | 3/31/08 | 99.4 | |
| 101.INS | XBRL Instance Document. | X | |||
| 101.SCH | XBRL Taxonomy Extension – Schema. | X | |||
| 101.CAL | XBRL Taxonomy Extension – Calculations. | X | |||
| 101.DEF | XBRL Taxonomy Extension – Definitions. | X | |||
| 101.LAB | XBRL Taxonomy Extension – Labels. | X | |||
| 101.PRE | XBRL Taxonomy Extension – Presentation. | X |