EcoEmissions Solutions (ECMZ) 10-Q 2011 Q1 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 endedMay 31, 2010

OR

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

For the transition period from to _______________ to _______________

Commission File Number:333-150463

ECOEMISSIONS SOLUTIONS INC.
(Exact Name of Registrant as Specified in its Charter) 
(Formerly known as RESOURCE GROUP, Inc.) 

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

455 South 48^th St.,Suite 106, Tempe, AZ 85281
(Address of Principal Executive Offices) (Zip Code)

Former Address
3250 Oakland Hills, Fairfield California 94534

928-474-4215
(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   [   ]	(Do not check if a smaller reporting company)	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 first fiscal quarter. Aggregate Market Value as of May 31, 2010: $9,075,000 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 July 15, 2010

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.
(A Development Stage Company)
Condensed Interim Financial Statements
(Unaudited)  

	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

EcoEmissions Solutions, Inc.
(formerly known as Resource Group Inc.)
(A Development Stage Company)
Condensed Balance Sheets
(Unaudited)

		May 31,			February
					28,
		2010			2010
ASSETS
Current Assets
Cash	$	1,358		$	1,376
Total Current Assets		1,358			1,376
Total Assets		1,358			1,376
LIABILITIES & STOCKHOLDERS EQUITY
Current
Accounts Payable		4,140			758
Accrued Liabilities		1,750			3,500
Loans Payable Related Parties -Principal(Note 5)		61,549			56,126
Loans Payable Related Parties –Accrued Interest (Note 5)		9,458			7,888
Total Current Liabilities		76,897			68,272
STOCKHOLDERS’ EQUITY
Capital Stock
Authorized: Issued and outstanding at May 31, 2010 and February 28, 2010 48,150,000 common shares,		48,150			48,150
Additional paid-in capital		13,597			13,597
Deficit Accumulated During the Development Stage		(137,142	)		(128,499	)
Accumulated OCI-Foreign Exchange		(144	)		(144	)
Total Shareholders’ Equity		(75,539	)		(66,896	)
Total Liabilities and Stockholders’ Equity	$	1,358		$	1,376

The accompanying notes are an integral part of these Financial Statements

F-2

EcoEmissions Solutions, Inc.
(formerly known as Resource Group, Inc)
(A Developmental Stage Company)
Condensed Statements of Operations
(Unaudited)

					Cumulative
	3 Month		3 Month		amounts
					from
	Period		Period		Inception
	Ending		Ending		April 2,
	May 31,		May 31,		2007 to
	2010		2009		May 31,
					2010
	$		$		$
Revenue
Income	-		-		-
Expenses
Organizational costs	-		-		5,000
Office and Administration	1,323		382		14,471
Professional Fees	5,750		9,071		82,699
Director Compensation	-		-		247
Impairment Expense- Mining Claim Asset	-		-		25,253
	7,073		9,453		127,670
Net Loss from Operations	7,073		9,453		127,670
Other Income
Interest Income			-		-
Other Expense
Interest Expense-Related Party	(1,570	)	(770	)	(9,458	)
Interest Expense-Other	-		-		(14	)
Net Loss For The Period	(8,643	)	(10,223	)	(137,142	)
Basic And Diluted Loss Per Common Share	(0.00	)	(0.00	)
Weighted Average Number of Common Shares Outstanding	48,150,000		3,605,000

The accompanying notes are an integral part of these Financial Statements

F-3

EcoEmissions Systems, Inc
(formerly known as Resource Group, Inc)
(An Exploration Stage Company)
Condensed Statements of Cash Flows
(Unaudited)

					Cumulative
	3 Month		3 Month		amounts from
	period		period		Inception
	Ended		Ended		April 2, 2007
	May 31,		May 31,		to
	2010		2009		March 31,
					2010
	$		$		$
Operating Activities
Net Income (Loss)	(8,643	)	(10,223	)	(137,142	)
Adjustments To Reconcile Net Loss To Net Cash
Provided by Operations
Stock Issued for services	-		500		500
Issue Dividend in Warrants	-		-		247
Impairment of Mining Property	-		-		25,253
Change in Assets and Liabilities	-		-		-
	-		-		-
Increase (decrease) in Accrued Liabilities	(1,750	)	(2000	)	1,750
Increase (decrease) in Accounts Payable	3,382		6,533		4,140
Increase (decrease) in Accrued Interest-Related Party	1,570		771		9,458
Net Cash Provided (Used) by Operating Activities	(5,441	)	(4,419	)	(95,794	)
Investing Activities –Mining Property	-		-		(25,253	)
Net Cash Provided (Used) by Financing Activities	-		-		(25,253	)
Financing Activities
Cash paid for notes payable - related parties	5,423		-		59,549
Cash Received from issuance of stock	-		-		63,000
Net Cash Provided (Used) by Financing Activities	5,423		-		122,549
Increase (Decrease) in Cash from Continuing Operations	(18	)	(4,419	)	1,502
Cash and Cash Equivalents at Beginning of Period	1,376		4,564		(144	)
Cash and Cash Equivalents at End of Period	1,358		145		1,358
Supplemental Information
Cash Paid For:
Interest	-		-		-
Income Taxes	-		-		-
Non-Cash Activities
Company Stock repurchased, cancelled and exchanged for warrants	-		-		247
Note Payable for Company Stock Repurchased	2,000		-		2,000
Interest	1,570		3,666		9,458

The accompanying notes are an integral part of these Financial Statements
F-4

EcoEmissions Systems, Inc.
(formerly known as Resource Group, Inc.)
(A Development Stage Company)
Condensed Statements of Stockholders’ Equity
(Unaudited)

									Deficit
	Capital Stock								Accumulated
					Additional		Accumulated		During the
					Paid-In		OCI-Foreign		Exploration
	Shares		Amount		Capital		Exchange		Stage		Total
			$		$		$		$		$
Balance Forward (Inception) April 2, 2008
December 2007 shares issued for cash at $0.0000333	90,000,000		90,000		(87,000	)					3,000
February 2008 Shares issued for cash at $0.000333	18,000,000		18,000		42,000						60,000
Deficit for Year Ended February 28, 2008							-		(18,501	)	(18,501	)
Balance February 29, 2008	108,000,000		108,000		(45,000	)			(18,501	)	(18,501	)
Deficit for Year Ended February 28, 2009							-		(80,496	)	(86,496	)
Balance February 28, 2009									(98,997	)	(35,389	)
May 2009 Shares issued for consulting services 150,5000 at $0.003333	150,000		150		350						500
May 2009 shares purchased from directors
At 0.000333 and cancelled	(60,000,000	)	(60,000	)	58,000						(2,000	)
June 2009 288,000 warrants issued as additional consideration for shares returned to treasury					247						247
June 2009 288,000 warrants issued as additional consideration for shares returned to treasury					247						247
Accumulated OCI-Foreign Exchange							(144	)			(144	)
Deficit for Year Ended February 28, 2010									(29,502	)	(29,502	)
Balance February 28, 2010	48,150,000		48,150		13,597		(144	)	(128,499	)	(66,896	)
Deficit for Period Ended May 31 2010									(8,643	)	8,643	)
Balance,May 31, 2010	48,150,000		48,150		13,597		(144	)	(137,142	)	(77,144	)

The accompanying notes are an integral part of these Financial Statements

F-5

EcoEmissions Systems, Inc.
(formerly known as Resource Group, Inc.)
(A Development Stage Company)
Notes to Unaudited Condensed Interim Financial Statements as of May 31, 2010

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 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 audited February 28, 2010 annual financial statements. It is suggested that these interim financial statements be read in conjunction with the Company’s February 28, 2010 audited financial statements.

The information as of February 28, 2010 is taken from the audited 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 May 31, 2010, the Company had $1,358 U.S. funds in deposits in a business bank account, which are not insured by agencies of the U.S. Government.

Recent Accounting Pronouncements

The Company management has reviewed recent accounting pronouncements issued through the date of the issuance of financial statements. In management’s opinion, except for those pronouncements detailed below, no other pronouncements apply or will have a material effect on the Company’s financial statements.

In May 2009, the FASB issued ASC 855 Subsequent Events, which establishes principles and requirements for subsequent events. In accordance with the provisio ns of ASC 855, the Company currently evaluates subsequent events through the date the financial statements are available to be issued.

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 had increasing business operations to date and losses of approximately $137,142. 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.

F-6 

NOTE 4 - INCOME TAXES

The Company is subject to U.S. federal income taxes. It 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 deferred tax assets, valuation allowance and change in valuation allowance are as follows:

		Estimated	Estimated	NOL		Benefit	Changes in		Net Tax
		NOL				from	and
Period Ending		Carry-	Tax	Expires		NOL	Valuation		Benefit
		forward					Allowance
February 28, 2009	$	98,997		2029	$	14,850	($14,850	)	—0-
February 28, 2010	$	128,499		2030	$	19,273	($4, 423	)	—0-
May 31, 2010	$	8,643		2031	$	8,643	($8,643	)	-0-

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

In March 2008, the Company repaid $49,500, leaving $27,500 principal plus accrued interest payable. On December 15, 2008, the note due dates were extended to November 12, 2009. In December 2008 and January 2009, $2,000 each, in aggregate $4,000 was loaned to the Company by two officers/directors bringing the total principal amount to $31,500.On February 28, 2009, the principal payable amount to $31,500 plus accrued interest of $4,235, in aggregate $35,735.

On May 29, 2009, an amount of $1,000 each, in aggregate $2,000 in additional notes payable were issued by the Company to the two officers/directors to fund the repurchase cost of 60,000,000 post-split shares of Company’s common stock owned by these two directors. Following the repurchase, the 60,000,000 shares were cancelled. On February 28, 2010 the total amount owing on the note was $39,854, made up of principal in the amount of $33,500 and accrued interest amounting to $7,333.

During this fiscal year ended February 28, 2010, the Company received loans from shareholders and other related parties. These loans were originally provided without defined interest and without defined payment terms. On October 15, 2009, Loan Agreements were entered into which clarified and confirmed the terms and conditions. Under the agreed terms the outstanding amounts, are without interest up to November 30, 2009. Commencing December 1, 2009 the outstanding amounts and subsequent amounts, if any, are repayable on demand, interest will accrue at a rate of 10% annum and if earlier demand for payment is not made, the loans are payable November 30, 2011. At February 28, 2010 the total amount owing on these loans to shareholders and other related parties was $23,182, made up of principal in the amount of $22,626 and accrued interest amounting to $555.

As at May 31, 2010 the amount for Loans Payable - Related Party, in aggregate, including shareholders and other related parties amounted to$ 71,007(Feb 2010-$64,014) made up of principal amounting to $61,549 (Feb 2010-$56,126) and accrued interest amounting to $9,458 (Feb 2010--$7,888).

During the three month period ended May 31, 2010 a Related Party provided an additional $5,423 in loans to pay various costs incurred by the Company. Under the agreed upon terms the outstanding amounts are without interest or a due date.

F-7

NOTE 6 – PURCHASE AND CANCELLATION OF COMMON SHARES 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 consideration. In settlement of the future consideration provision of the transaction, the Company agreed to issue 144,000 two-year share purchase warrants 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 $2,247 consisting of $2,000 paid to the officers/directors for the post-split 60,000,000 shares and an amount of $247, which was expensed, on the income statement as director’s compensation. The deemed values of the share purchase warrants were based on a Black Scholes Model calculation. The components used were, Volatility of 200%, a Risk Free Rate of 2.34% and a stock price of $0.00333. The Company’s stock was not quoted on the date of warrant issuance nor had it ever traded therefore we used $0.00333, the highest price used for any previous stock issuances. No warrant have been exercised during this period up to February 28, 2010, the total outstanding is 288,000.

In June 2009, the Company issued a 30 for 1 forward stock split affected in the form of a stock dividend to all shareholders. The following share values and numbers of shares reflect the result of the roll forward and the Company’s share purchase from its officers and directors:

December 2007 - Shares issued to directors for cash at $0.000033333	90,000,000
February 2008 - Shares issued for cash to S-2 purchasers at $0.0033333	18,000,000
May 2009 - Shares issued for consulting services at $0.0033333	150,000
May 2009 - Shares purchased at $0.000033333 from directors and cancelled	(60,000,000	)

NOTE 7 - SUBSEQUENT EVENTS

The Company has a binding agreement to purchase 100% of EcoEmissions Systems, Inc.(“EES”) subject to completing an audit. EES has already intiated internal preparations for an audit. EES will engnage PCAOB-registered auditor upon completion of it’s internal work but intends to commence the outside audit work prior to September 30, 2010 

F-8

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

EcoEmissions Solutions, 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 455 South 48^th St,,Suite 106, Tempe, Arizona 85281. Our telephone number is 928 474 9151. We are an development 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, 2010

In June 2009 we reached an Agreement to acquire EcoEmissions Systems, Inc. of.Tempe Arizona, a Nevada Corporation.The acquisition is structured as a merger and is subject to an audit being completed on EcoEmissions Systems, Inc. (“Eco”) EES has already intiated internal preparations for an audit intends to commence the outside audit work prior to September 30, 2010

On December 4, 2009 we filed an 8-K providing additional information concerning the merger and EcoEmissions Systems, Inc.

During the year we changed our name to EcoEmissions Solutions, Inc and decided that the focus of our business will be identical to that conducted by Eco which is the pollution control business, Eco has proven patented emissions-reducing Catalyst Injection System™ (CIS™) offers a global solution for diesel engines used in heavy industry and large marine applications around the world. The pre-combustion system (the only patented system of its type in the world), injects a platinum-based catalyst (nano) solution into diesel engine cylinders producing a more complete burn of the diesel fuel. Simply installed without modifications to the engine itself, the results are more power, lower fuel consumption, dramatically reduced pollution and an extension of engine life. The catalyst is then used and consumed as part of normal diesel engine operation.

The catalyst is used once as part of normal diesel engine operation and then needs to be replaced. The replacement of the catalyst provides ECMZ an ongoing and ever increasing revenue stream as it continues to increase the number of installed delivery units.

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.

Interim Periods

For the three month period March 1, 2010 to May 31, 2010 and comparable periods in 2009

We reported no revenues for the three months March 1, 2010 to May 31, 2010 compared to nil during the comparable period ending May 31, 2009. The sale of CIS system is being conducted with Eco whose acquisition has not been completed.

For the three months period March 1, 2010 to May 31, 2010, our net loss from operations was $8,643 compared to $10,223 during the comparable three months ended May 31, 2009. The decrease of $1,580 in the May 31, 2010 period was due to a decrease in our operational and organizational activity expenses.

At May 31, 2010 we had working capital of -$75,539 compared to working capital of -$66,896 at February 28, 2010. At May 31, 2009 our total assets consisted of cash of $1,358. This compares with total assets of $1,376 at February 28, 2010 consisting of cash of $1,376.

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. At this time our short term cash needs have been arranged for through non-related party loans sufficient to carry the Company for the next three months of operations.

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

None

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*
4.0	Code of Ethcis**
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.

**Incorporated by reference to our Form 10K, file number 333-450463, filed on May 17, 2010.

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 15^thday of July, 2010.

EcoEmissions Solutions, Inc.

Date: July 15, 2010

By:/s/ Larry Lorenz
Name: Larry Lorenz
Title: President/Chief Executive Officer and Director

Date: July 15, 2010

By:/s/ Thomas Crom
Name: Thomas Crom
Title: Secretary, Chief Financial Officer, Principal Financial Officer and Director