EcoEmissions Solutions (ECMZ) 10-Q 2010 Q2 Quarterly report

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

FORM 10-Q

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

For the quarterly period ended August 31, 2009

OR

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

Commission File Number: 333-150463

ECOEMISSIONS SOLUTIONS INC
(Exact Name of Registrant as Specified in its Charter)

(formerly RESOURCE GROUP INC")

Delaware	80-0154562
(State of other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

3250 Oakland Hills, Fairfield California 94534
(Address of Principal Executive Offices) (Zip Code)

(formerly 600 Parker Road, Fairfield California 94533)
707 208-6368
(Registrant's Telephone Number, including Area Code)

Securities Registered Pursuant to Section 12(B) of the Act: None

Securities Registered Pursuant to Section 12(G) of the Act: Common Stock, par value $.001 per share

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

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).. Yes [ ] No [ x ] 

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company. See definition of " large accelerated filer," or a smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [ x ]

Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ x ]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. Aggregate Market Value as of May 31, 2009 is $ $0.00 based on common shares outstanding of 48,150,000.

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.

48,150,000 shares of Common Stock, $0.001 par value, as of September 30, 2009 Documents incorporated by reference - None State issuer's revenues for its most recent fiscal year: Nil

PART I - FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

EcoEmissions Solutions Inc

(formerly known as Resource Group Inc)

(An Exploration Stage Company)

Financial Statements

August 31, 2009

	Page
Financial Statements:
Balance Sheets	F-2
Statements of Operations	F-3
Statements of Cash Flow	F-4
Statements of Stockholders’ Equity	F-5
Notes to Financial Statements	F-6 to F-8

F.1

EcoEmissions Solutions Inc

(formerly known as Resource Group Inc)

(An Exploration Stage Company)

Balance Sheets

		At August 31			At February 28
		2009			2009
					Audited
ASSETS
Current Assets
Cash	$	367		$	4,564
Total Current Assets		367			4,564
Total Assets	$	367		$	4,564
LIABILITIES & STOCKHOLDERS EQUITY
Current
Accounts Payable	$	11,515		$	1,326
Accrued Liabilities		1,500			3,500
Loans Payable Related Parties (Note 5)		38,667			35,127
Loans Payable- Others		2,907			-
Total Current Liabilities		54,589			39,953
STOCKHOLDERS’ EQUITY
Capital Stock
Authorized: 250,000,000 common and 10,000,000 preferred
shares
Issued and outstanding at August 31, 2009 and February 28,
2009, 48,150,000, and 108,000,000 common shares respectively		48,150			63,000
Additional paid-in capital		18,742			-
Deficit Accumulated During the Exploration Stage		(121,114	)		(98,389	)
Total Shareholders’ Equity		(54,222	)		(35,389	)
Total Liabilities and Stockholders’ Equity	$	367		$	4,564
* Warrants issued to directors in exchange for 60,000,000 shares
being cancelled

The accompanying notes are an integral part of these Financial Statements

F-2

EcoEmissions Solutions Inc

(formerly known as Resource Group Inc)

(An Exploration Stage Company)

Statements of Operations

(Unaudited)

														Cumulative
		Three Month			Three Month			Six Month			Six Month			amounts
		Period Ending			Period Ending			Period			Period			from
		August 31,			August 31,			Ending			Ending			Inception
		2009			2008			August 31,			August 31,			April 2,
								2009			2008			2007 to
														August 31,
														2009
Revenue
Income	$	-		$	-		$	-		$	-		$	-
Expenses
Organization Expenses														5,000
Office and Administration		1,018			350			1,400			1,273			5,796
Legal and Consulting Fees		3,150			7,834			10,000			31,834			54,834
Audit Fees		1,500			1,500			3,000			5,000			14,500
Directors Compensation		5,392			-			5,392			-			5,392
Filing Fees		658			433			1,380			2,317			5,159
Impairment Expense- Mining
Claim		-			-			-			-			25,253
		11,718			10,117			21,172			40,424			115,934
Net Loss from Operations		11,718			10,117			21,172			40,424			115,934
Other Income
Interest Income		-						-			-			-
Other Expense
Interest		783			455			1,553			1,460			5,180
Provision for Income Tax														-
Net Loss For The Period	$	(12,501	)	$	(10,573	)	$	(22,725	)	$	(41,884	)	$	(121,114	)
Basic And Diluted Loss Per		0.0002			0.0001			0.0009			0.0004
Common Share
Weighted Average Number of
Common Shares Outstanding		48,150,000			108,000,000			48,150,000			108,000,000
* Less than 0.001 per share

The accompanying notes are an integral part of these Financial Statements

F-3

EcoEmissions Solutions Inc
(formerly known as Resource Group Inc)
(An Exploration Stage Company)

Statements of Cash Flows

(Unaudited)

		Six Month			Six Month			Cumulative amounts
		Period Ending			Period Ending			from Inception April 2,
		August 31,			August 31,			2007 to August 31,
		2009			2008			2009
Operating Activities
Net Income (Loss)	$	(22,725	)	$	(41,884	)	$	(121,114	)
Adjustments To Reconcile Net Loss To Net Cash
Provided by Operations		-						-
Stock Issued for services		500						500
Repurchase common shares into treasury		(2,000	)					(2,000	)
Issue dividend in shares		5,392						5,392
Change in Assets and Liabilities		-						-
(Increase) decrease in Mining Property Value		-						-
(Increase) decrease in accounts receivable		-						-
(Increase) decrease in accrued liabilities		-						1,500
(Increase) decrease in accounts payable		8,189			245			13,015
Net Cash Provided (Used) by Operating Activities		(10,644	)		(41,639	)		(104,207	)
Net Cash Provided (Used) by Investing Activities					-			-
Financing Activities
Cash paid for notes payable - related parties		3,540			(48,040	)		38,667
Cash paid for notes payable - Other		2,907						2,907
Cash Received from issuance of stock		-			-			63,000
Net Cash Provided (Used) by Financing Activities		6,447			(48,040	)		104,574
Increase (Decrease) in Cash from Continuing		(4,188	)		(89,679	)		-
Operations
Cash and Cash Equivalents at Beginning of Period		4,564			97,098			-
Cash and Cash Equivalents at End of Period		367			7,419			367
Supplemental Information
Cash Paid For:
Interest		1,553			1,460			5,180
Income Taxes		-			-			-
Non-Cash Activities
Company Stock repurchased, exchanged for
warrants and stock cancelled		5,392						5,392

The accompanying notes are an integral part of these Financial Statements

F-4

EcoEmissions Solutions Inc
(formerly known as Resource Group Inc)
(An Exploration Stage Company)

Statements of Stockholders’ Equity

August 31, 2009

						Deficit
	Capital Stock					Accumulated
					Additional	During the
					Paid-In	Exploration
	Issued		Amount		Capital	Stage		Total
	Shares		$		$	$		$
Balance Forward
December 2007
Shares issued for cash at $0.000033333	90,000,000		3,000					3,000
February 2008
Shares issued for cash at $0.0033333	18,000,000		18,000		42,000			60,000
Deficit for Period Ended
February 29, 2008						(18,501	)	(18,501	)
Balance,
February 29, 2008	108,000,000		21,000		42,000	(18,501	)	44,499
Deficit for Period ended
February 28, 2009						(79,888	)	(79,888	)
Balance,
February 28, 2009	108,000,000		21,000		42,000	(98,389	)	(35,389	)
May 2009
Shares issued for consulting services
150,000 at $0.0033333	150,000		150		350			500
May 2009
Shares purchased from directors	(60,000,000	)	(2,000	)				(2,000	)
at $0.0000033333 and cancelled
Deficit for 3 month Period May 31, 2009						(10,223	)	(10,223	)
Balance,
May 31, 2009	48,150,000		48,150		13,350	(108,612	)	(33,589
Warrants issued as additional consideration					5,392
for shares returned to treasury-288, 000
Deficit for 3 month Period August 31, 2009						(12,501	)	(21,088	)
Balance,
August 31, 2009	48,150,000		48,150		18,742	(121,114	)	(54,221	)

The accompanying notes are an integral part of these Financial Statements

F-5

EcoEmissions Solutions Inc

(formerly known as Resource Group Inc)

(An Exploration Stage Company)

Notes to Financial Statements

August 31, 2009

NOTE 1 – BASIS OF PRESENTATION

While the information presented in the accompanying interim financial statements is unaudited, it includes all adjustments, which are, in the opinion of the management of EcoEmissions Solutions Inc (formerly Resource Group Inc) (the “Company”), necessary to present fairly the financial position, results of operations and cash flows in the interim periods presented. Except as disclosed below, these interim financial statements follow the same accounting policies and methods and their application as the Company’s unaudited February 28, 2009 annual financial statements. It is suggested that these interim financial statements be read in conjunction with the Company’s February 28, 2009 unaudited financial statements.

The information as of February 28, 2009 is taken from the unaudited financial statements of this date.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Concentrations

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. At August 31, 2009, the Company had $376. funds in deposits in a business bank account, which are not insured by agencies of the U.S. Government.

NOTE 3 – BASIS OF PRESENTATION – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States of America, which contemplates the Company’s continuation as a going concern. However, the Company has minimal business operations to date and losses of approximately $121,105 These matters raise substantial doubt about its ability to continue as a going concern. In view of these matters, realization of certain of the assets in the accompanying balance sheet is dependent upon its ability to meet its financing requirements, raise additional capital, and the success of its future operations. The Company acquired operating capital through equity offerings to the public and through the sale of notes to related parties, to fund its business plan. There is no assurance that the funds received will be sufficient to assure the Company’s eventual profitability. Management believes that actions planned and presently being taken to revise it’s operating and financial requirements provide the opportunity for it to continue as a going concern. The financial statements do not include any adjustments that might result from these uncertainties.

NOTE 4 – INCOME TAXES

The Company is subject to U.S. federal income taxes. It has had losses to date, and therefore, has paid no income tax.

Deferred income taxes arise from temporary timing differences in the recognition of income and expenses for financial reporting and tax purposes. The Company’s deferred tax assets consist entirely of the benefit from net operating loss (“NOL”) carry-forwards. Its deferred tax assets are offset by a valuation allowance due to the uncertainty of the realization of the NOL carry-forwards. NOL carry-forwards may be further limited by a change in Company ownership and other provisions of the tax laws.

The accompanying notes are an integral part of these Financial Statements
F-6

NOTE 4 – INCOME TAXES (CONTINUED)

The deferred tax assets, valuation allowance and change in valuation allowance are as follows:

		Estimated NOL	Estimated	NOL	Benefit from		Changes in and		Net Tax
Period Ending		Carry-forward	Tax	Expires	NOL		Valuation Allowance		Benefit
February 28, 2009	$	93,389		2029	($14,008	)	($14,008	)	—
August 31, 2009	$	121,105		2029	($18,166	)	($18,166	)	—

Income taxes at the statutory rate are reconciled to the Company’s actual income taxes as follows:

Income tax benefit at statutory rate resulting from NOL carry-forwards	(15%)
Deferred income tax valuation allowance	15%
Actual tax rate	0%

NOTE 5 – LOANS PAYABLE - RELATED PARTY LOANS

The Company has sold to two officers/director of the Company, secured one year, 10% Promissory Notes (the “Notes), amounting to in aggregate $80,000.00, due November 12, 2008, pursuant to a Purchase Agreement and Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder,. Subsequent to the making of the Notes, on December 1, 2007, the note holders agreed to convert, in aggregate $3,000 of the face value of the Notes into common stock of the Company and in March 2008 the Company paid in aggregate $49,500, leaving $27,500 payable. In December 2008 and January 2009, $2,000 each was loaned to the Company, by two officers/director. On May 29, 2009, an amount of $1,000 each was paid by additional notes payable to the two officers/director by the Company, for repurchase for cancellation of post-split 60,000,000 shares of Company common stock owned by these two directors leaving an amount of principal payable totalling $33,487. The total amount owing as at August 31, 2009 is $38,667, made up of principal in the amount of $33,487 and accrued interest amounting to $5,180 from the period from date of advance, January 18, 2008 to August 31, 2009. On December 15, 2008 the due date on the notes payable was extended to November 12, 2009.

NOTE 6 – LOANS PAYABLE – OTHERS

During this quarter, the Company received loans from non-related parties totalling $2,907. The loans payable on demand and without interest until October 31, 2009 after which they will accrue interest at the rate of 10% per annum.

NOTE 7 – PURCHASE AND CANCELLATION OF COMMON SHARES AND ISSUANCE OF SHARE PURCHASE WARRANTS

On May 29, 2009 the Company reached and agreement with two officers/directors to purchase 30,000,000 post-split shares from each, in aggregate 60,000,000 shares of the Company’s $0.001 par value stock at the price originally paid by them, plus future considerations. In settlement of the future considerations provision of the transaction, the Company agreed to issue them 144,000 two-year share purchase warrants

The accompanying notes are an integral part of these Financial Statements

F-7

NOTE 7 – PURCHASE AND CANCELLATION OF COMMON HARES AND ISSUANCE OF SHARE PURCHASE WARRANTS (CONTINUED)

each, in aggregate a total of 288,000 two-year share purchase warrants, each of which grant the right to purchase one common share of the Company for $0.50 per share.

The transaction in aggregate totalled $3,392 consisting of $2,000 paid to the officers/directors for the post-split 60,000,000 shares and an amount of $5,392 which was expensed on the income statement as directors compensation, the deemed value of the share purchase warrants based on the result of a Black-Scholes Model calculation.

On May 29, 2009 the Company issued 150,000 post-split common shares to a consultant for services rendered valued at $500

One June 8, 2009 the shareholders approved a stock dividend of 30 for 1 on its shares and warrants. All shares and warrants in these financial statements have been recalculated to give effect to the stock dividend.

NOTE 8–MEMORADUM OF UNDERSTANDING TO ACQUIRE 100% OF THE COMPANY

On June 1, 2009 the Company entered into a Memorandum of Understanding with EcoEmissions System, Inc of Tempe Arizona (ECO) to acquire 100 % of ECO subject to ECO completing an independent audit of it financial records and other conditions precedent. At the date of this report the financial information was incomplete and no further actions had been taken to complete the transaction.

NOTE 9 – SPECIAL SHAREHOLDERS MEETING, APPOINTMENT OF NEW DIRECTORS AND OFFICERS

At a special meeting of all of the shareholders of the Company held June 2, 2009 the name of the Company was changed to EcoEmissions Solutions Inc, (formerly Resource Group Inc), the number of directors was changed to “no less than two and a maximum of seven”, the authorized capital was increased to 260,000,000 shares consisting of 250,000,000 common shares and 10,000,000 preferred shares, and a stock dividend of 30 for 1 was approved. At a Board of Directors meeting held on June 8, 2009 two additional directors; Larry Lorenz and Thomas Crom were appointed, James Geiskopf and Ken Greenlaw resigned as officers of the Company while still remaining on the board of directors, Mr. Lorenz was appointed as President and Chief Executive Officer and Mr. Crom was appointed Secretary, Treasurer and Chief Financial Officer.

On June 4^th, 2009 the Company sold its Strohn Creek mineral property located near Strohn Creek to Skyhigh Resources Inc for 250,000 shares of Skyhigh Resources common stock. As a condition of the transaction the director of Resource Group Inc required Skyhigh Resources Inc to distribute these shares on a pro-rata basis, to the shareholders of the Company. No gain/loss value was placed on the transaction as the property had been 100% impaired resulting in aN expense of $25,253 entered to the Statement of Operations.

NOTE 10 – WARRANTS TO DIRECTORS

On May 29, 2009 the Company issued 288,000 post split warrant to two of the Company’s directors and additional compensation for their agreement to return for cancellation, 60,000,000 shares of the Company’s common stock held by these two directors. The warrants priced at $0.50 post-split, are non-callable and irrevocable, valid for two year and have an expiry date of May 29, 2011.

NOTE 11 – SUBSEQUENT EVENTS

NONE

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

EcoEmissions Solutions Inc (formerly Resource Group Inc) (referred to herein as “we”, “us”, “our” and similar terms) was incorporated on April 2, 2007, in the State of Delaware. Our principal executive offices are located at 3250 Oakland Hills, Fairfield, California 94534. Our telephone number is 707 208 6368. We are an exploration stage Company with no revenues and have a limited operating history. Our fiscal year end is February.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Year ended February 28, 2007

We spent most of 2007 in the organization of the Company and Company set-up. No activities or operation occurred until December of 2007

Year ended February 28, 2008

In January 2008 we acquired a Molybdenum-Gold mining property located at Strohn Creek, further described as the Meziadin Lake Project, which is located approximately 35 kilometres east of Stewart, British Columbia. We have acquired one hundred percent (100%) of the property from the previous owner for a cash payment of US$25,253, (CAN $25,000). The purchase price included the cost of the geological report. The property is comprised of 2 claims, British Columbia Mines and Resources tenure numbers 551606 and 551608 covering approximately 613.5 hectares (1,516 Acres). The claim extends from just west of the confluence of Surprise Creek and Strohn Creek for approximately 2 kilometres east-west and 3 kilometres north-south. A geologist was engaged by the Company to prepare a Geological Report. This report was completed January 4, 2008 in general accordance with the requirements of National Instrument 43-101Standards for Disclosure for Mineral Projects.

No mining exploration activities were planned nor conducted during the first two quarters of this fiscal period. Our exploration plan called for commencement of the first phase of the exploration plan to have commenced in this second quarter, however due to our geologist not being available, we have scheduled Phase I to commence in spring 2009.

In February 2008 we completed an offering of 18,000,000 post-split common shares of the Company’s stock pursuant to an exemption provided under Section 4(2) of the Securities Act of 1933.

On May 27, 2008 our Registration Statement on Form S-1, commission file number 333-150463, became effective and qualified the 18,000,000 post-split shares of the Company’s common shares sold in February 2008 in accordance with the requirements of Section 4(2) offering under the Securities Act of 1933, as amended and Rule 502 promulgated thereunder. There were no underwriters for this offering.

In June 2008, the Company filed it 15c211 requesting a trading symbol on OTC Bulletin Board. On July 23, 2008 the Company received confirmation from FINRA that the Company’s 15C211 had been cleared for an unpriced quotation on the OTC Bulletin Board and the Pink Sheets. The trading Symbol was RSOG

In the November 30, 2008 filing, we had one mining property asset and cash. No activities had been carried out on this mining property

Year ended February 28, 2009

We believe our existing cash balances and non-related party loans that have been committed are sufficient to carry our normal operations for the next three (3) months. Our short and long-term survival is dependent on funding from sales of securities as necessary or from loans from shareholder or others and thus, to the extent that we require additional funds to support our operations or the expansion of our business, we may

attempt to sell additional equity shares or issue additional debt. Any sale of additional equity securities will result in dilution to our stockholders. There can be no assurance that additional financing, if required, will be available to us or on acceptable terms.

During this period we made provision for 100% impairment of our mineral claim representing a value of $25, 253.

The Board of Director continues to review various opportunities that would bring additional value to the Company and in this regard has concentrated its efforts toward the acquisition of additional resource properties in both base and precious mineral and the oil and gas sector.

An opportunity in the industrial manufacturing sector has been presented to the board of directors, which the Board is carefully investigated.

Interim Period ended May 31, 2009

We believe our existing cash balances and non-related party loans that have been committed are sufficient to carry our normal operations for the next three (3) months. Our short and long-term survival is dependent on funding from sales of securities as necessary or from loans from shareholder or others and thus, to the extent that we require additional funds to support our operations or the expansion of our business, we may attempt to sell additional equity shares or issue additional debt. Any sale of additional equity securities will result in dilution to our stockholders. There can be no assurance that additional financing, if required, will be available to us or on acceptable terms.

On May 29, 2009 the Company reached and agreement with two officers/directors to purchase 30,000,000 post-split shares from each, in aggregate 60,000,000 post-split shares of the Company’s $0.001 par value stock at the price originally paid by them, plus future considerations. In settlement of the future considerations provision of the transaction, the Company agreed to issue them 144,000 post-split two-year share purchase warrants each, in aggregate a total of 288,000 post -split two-year share purchase warrants, each of which grant the right to purchase one common share of the Company at a costof $0.50 per share.

The transaction cost to the two directors in aggregate totalled $3,392 consisting of $2,000 paid to the officers/directors for the post-split 60,000,000 shares and an amount of $5,392 which was expensed on the income statement as directors compensation, the deemed value of the share purchase warrants based on the result of a Black-Scholes Model calculation.

A total of 150,000 post-split common shares were issued to a consultant for services rendered.

Interim Period ended August 31, 2009

On June 1, 2009 the Company entered into a Memorandum of Understanding with EcoEmissions System, Inc of Tempe Arizona (ECO) to acquire 100 % of ECO subject to ECO completing an independent audit of it financial records and other conditions precedent. At the date of this report the financial information was incomplete and no other actions have occurred.

At a special meeting of the shareholders of the Company held June 8, 2009 the name of the Company was changed to EcoEmissions Solutions Inc, (formerly Resource Group Inc), the number of directors was changed to “no less than two and a maximum of seven”, the authorized capital was increased to 260,000,000 shares consisting of 250,000,000 common shares and 10,000,000 preferred shares, and a stock dividend of 30 for 1 on its shares and warrants was approved.

As a result of the Company name change, papers were required to be filed with FINRA for a new treading symbol. The new trading symbol is ECMZ.

A total of 5,000 common shares were issued to a consultant for services rendered.

On June 4^th, 2009 the Company sold its Strohn Creek mineral property located near Strohn Creek to Skyhigh Resources Inc for 250,000 shares of Skyhigh Resources common stock. The shares received in this transaction were required to be distributed to the shareholders of the Company on a pro-rata basis. No gain was realized and as this property had been fully impaired and expensed on the Statement of Operations no losses were incurred.

At a Board of Directors meeting held on June 8, 2009 two additional directors; Larry Lorenz and Thomas Crom were appointed, James Geiskopf and Ken Greenlaw resigned as officers of the Company while still remaining on the board of directors, Mr. Lorenz was appointed as President and Chief Executive Officer and Mr. Crom was appointed Secretary, Treasurer and Chief Financial Officer.

Results of Operations

The following results of operations compare the results of the 2009 period to the 2008 period result.

Interim Periods

For the three month period June1, 2009 to August 31, 2009 and comparable period in 2008

We reported no revenues for the three months June 1, 2009 to August 31, 2009 compared to nil during the comparable period ending August 31, 2008

For the three months period June 1, 2009 to August 31, 2009 our net loss from operations was $12,501 compared to $10,572 during the comparable three months ended August 31, 2008. The increase of $1,601 in the August 31, 2009 period was due to increase in office and administrative expenses of $668, director compensation of $5,392, filing fees of $224, and interest, offset by a an decrease in legal and consulting of $4,684.

In the comparable period ending Augu31, 2008 our legal and consulting expenses included some of the expenses incurred for the writing and filing of an S-1 registration statement.

For the six month period March 1, 2009 to August 31, 2009 and comparable period in 2008

We reported no revenues for the six months March 1, 2009 to August 31, 2009 compared to nil during the comparable period ending August 31, 2008

For the six-month period March 1, 2009 to August 31, 2009, our net loss from operations was $22,725 compared to $41,884 during the comparable six months ended August 31, 2008. The decrease of $19,158 in the August 31, 2009 period was due primarily to a decrease in our legal and consulting fees, and filing fees. In the comparable period ending August 31, 2008 our expenses included those incurred for the writing and filing of an S-1 registration. The decrease $19,158 was made up of a decrease in legal and consulting fees amounting to $21,834, audit fees of $2,000, filing fees of $937, partially offset by an increase in office and administration of $128 and interest costs amounting to $93

During the Period from Incorporation April 2, 2007 to August 31, 2009 we recognized net losses from operations totalling $121,114 made up of organization expenses of $5,000, office and administration expenses of $5,796, legal and consulting amounting to $54,834, audit fees of $14,500, filing fees of $5,159, directors compensation of $5,392, impairment expenses of our mining claim asset amounting to $25,253 and interest expense of $5,180.

At August 31, 2009 we had working capital of -$54,221 compared to working capital of -$35,389 at February 29, 2009. At May 31, 2009 our total assets consisted of cash of $367. This compares with total assets of cash only amounting to $4,564 on February 28, 2009 During the period ended February 28, 2009 we recognised a 100% asset impairment write down of our mineral property amounting to $25,253.

At August 31, 2009, our total current liabilities amounting to $54,589, made up of $38,667 loans payable to related parties, $1,500 of accrued liabilities due to our auditors, $11,515 to accounts payable to others and loans payable-others amounting to $2,907 compared to total liabilities at February 29, 2009 amounting to

$39,953 made up of loans payable to related parties 35,127, accrued liabilities amounting to $3,500 due to our auditors and $1,326 accounts payable.

Cash on hand is currently our only source of liquidity. We do not have any lending arrangements in place with banking or financial institutions and we do not anticipate that we will be able to secure these funding arrangements in the near future.

Our short and long-term survival is dependent on additional related party loans or sale of securities. Our short-term cash needs will have to be arranged for through related, non-related party loans or sale of our common stock to carry the Company for the next three months of operations, although no arrangements are in currently in place .

Off-Balance Sheet Arrangements

We currently do not have any off-balance sheet arrangements.

ITEM 3

CONTROLS AND PROCEDURES

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act). Based upon this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are ineffective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Security and Exchange Commission's rules and forms.

There has been no change in our internal control over financial reporting during the current quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL

PROCEEDINGS None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On May 27, 2008 our Registration Statement on Form S-1, commission file number 333-150463, became effective and qualified under Rule 144 for the sale of 600,000 shares of the Company’s common sold in accordance with the requirements of Section 4(2) offering under the Securities Act of 1933, as amended and Rule 506 promulgated thereunder. The offering was fully subscribed by February 25, 2008 raising a total of $60,000. There were no underwriters for this offering.

The following table notes the use of proceeds for actual expenses incurred for our account from February 25, 2008 to August 31, 2009

Expenses	Amount of direct or indirect payments to directors, officers, general partners, 10% shareholders or affiliates of the Issuer	Amount of direct or indirect payments to others
Legal and Consulting	$ 0	$ 24,000
Accounting	0	3,500
Office and filing fees	0	2,806
Debt repayment	0	29,993
	$ 0	$ 60,000

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

Pursuant to Rule 601 of Regulation S-B, the following exhibits are included herein or incorporated by reference.

Exhibit
Number	Description
3.1	Articles of Incorporation*
3.3	By-laws*
31.1	CERTIFICATION OF CEO PURSUANT TO 18 U.S.C. ss. 1350, SECTION 302
31.2	CERTIFICATION OF CFO PURSUANT TO 18 U.S.C. ss. 1350, SECTION 302
32.1	CERTIFICATION PURSUANT TO 18 U.S.C. ss. 1350, SECTION 906
32.2	CERTIFICATION PURSUANT TO 18 U.S.C. ss. 1350, SECTION 906

Incorporated by reference to our Form S-1 Registration Statement, file number 333-450463, filed on May 27, 2008.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 20^thday of October, 2009.

EcoEmissions Solutions Inc

Date: October 20, 2009

By:/s/ Larry Lorenz

Name: Larry Lorenz

Title: President/Chief Executive Officer and Director

Date October 20, 2009

By:/s Thomas Crom

Name: Thomas Crom

Title: Secretary, Chief Financial Officer, Principal Financial Officer and Director