UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K/A


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

ACT OF 1934


For the fiscal year ended:  December 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


Commission File Number:  000-53116


E.R.C. ENERGY RECOVERY CORPORATION

(Exact Name of registrant as specified in its Charter)


Delaware

22-2301634

(State or other Jurisdiction of Incorporation or organization)

(I.R.S. Employer Identification No.)


3884 East North Little Cottonwood Rd

Salt Lake City, Utah  84092

(Address of Principal Executive Offices)


(801) 580-4555

(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 $0.001


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 15(d) of the Exchange Act. Yes [  ]   No [  ]


Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 past 90 days.

(1) Yes [X] No [  ]     (2) 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 (§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 [  ]  No [  ]




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Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K 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 IV of this Form 10-K or any amendment to this Form 10-K. [  ]


Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company:

 

 

Large accelerated filer       [   ]

Accelerated filed              [  ]

Non-accelerated filer         [   ]

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 [X] No [  ]


Aggregate Market Value of Non-Voting Common Stock Held by Non-Affiliates


State the aggregate market value of the voting and non-voting common stock held by non-affiliates computed by reference to the price at which the common stock was last sold, or the average bid and asked price of such common stock, as of the last business day of the Registrant’s most recently completed second quarter.


The market value of the voting and non-voting common stock was $112.50 on the evaluation date, based on 112,500 shares held by non-affiliates.  Due to the extremely limited trading market for the Registrant’s common stock, these shares were arbitrarily valued at par value of one mill ($0.001) per share.


Outstanding Shares


As of March 14, 2011, the Registrant had 368,200 shares of common stock outstanding.


Documents Incorporated by Reference


See Part IV, Item 15.


EXPLANATORY NOTE:


We are amending our Form 10-K Annual Report for the year ended December 31, 2010, to include the attached updated Audit Report that expresses our auditor’s opinion on our cumulative financial statements from inception that was inadvertently left out and had been included in our auditor’s reports since the filing of our Form 10 Registration Statement, which was filed with the Securities and Exchange Commission on December 14, 2007.



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Report of Independent Registered Public Accounting Firm


To the Board of Directors

E.R.C. Energy Recovery Corporation

(A Development Stage Company)

Salt Lake City, Utah


We have audited the accompanying balance sheets of E.R.C. Energy Recovery Corporation (A Development Stage Company) as of December 31, 2010 and 2009, and the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended and for the period from inception of the development stage on October 24, 1979, through December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.


We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of E.R.C. Energy Recovery Corporation as of December 31, 2010 and 2009, and the results of its operations and its cash flows for the years then ended and for the period from inception of the development stage on October 24, 1979, through December 31, 2010, in conformity with U.S. generally accepted accounting principles.


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 2 to the financial statements, the Company has suffered losses from operations since inception and its current liabilities exceed its current assets.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans in regard to this matter are also described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


/s/HJ & Associates, LLC


HJ & Associates, LLC

Salt Lake City, Utah

March 31, 2011



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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.


E.R.C. ENERGY RECOVERY CORPORATION


Date:

June 28, 2011

 

By:

/s/David C. Merrell

 

 

 

 

David C. Merrell

 

 

 

 

President and Director


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


E. R. C. ENERGY RECOVERY CORPORATION


Date:

June 28, 2011

 

By:

/s/David C. Merrell

 

 

 

 

David C. Merrell

 

 

 

 

President and Director


Date:

June 28, 2011

 

By:

/s/Michael C. Brown

 

 

 

 

Michael C. Brown

 

 

 

 

Secretary, Treasurer, CFO and Director




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