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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


þ

  

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


For the quarterly period ended June 30, 2011


OR


o

  

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 333-157459

 

EcoLiveGreen Corp.

(Exact name of registrant as specified in its charter)


Florida

 

26-3941151

(State or other jurisdiction of incorporation or organization)

  

(I.R.S. Employer Identification Number)


7076 Spyglass Avenue, Parkland, Florida

 

33076

(Address of principal executive offices)

  

(Zip Code)


(954) 599-3672

(Issuer’s telephone number, including area code)


Not Applicable

(Former name, former address and former fiscal year, if changed since last report)


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 þ     No o


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 (§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 þ     No o


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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):


           Large accelerated filer        o                                                                             Accelerated filer                             o

           Non-accelerated filer          o                                                                             Smaller reporting company           þ

(Do not check if a smaller reporting company)


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o     No þ


Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.


Class

  

Outstanding at July 15, 2011

Common Stock, $0.001

  

13,200,000 shares




ECOLIVEGREEN CORP.

 

TABLE OF CONTENTS


 

PAGE

 

 

Part I Financial Information

3

 

  

Item 1. Financial Statements

3

 

  

Condensed Balance Sheets at June 30, 2011 (unaudited) and December 31, 2010 (audited)

3

 

  

Condensed Statements of Operations for the three and nine months ended June 30, 2011 and 2010 and

     the cumulative period from November 5, 2008 (inception) through June 30, 2011

4

 

  

Consolidated Statements of Shareholders' Equity from November 5, 2008 (inception) through June 30, 2011

5

 

  

Condensed Statements of Cash Flows for the nine months ended June 30, 2011 and 2010 and

     the cumulative period from November 5, 2008 (inception) through June 30, 2011

6

 

  

Notes to Consolidated Financial Statements

7

 

  

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

13

 

  

Item 3. Quantitative and Qualitative Disclosures About Market Risk

16

 

  

Item 4T. Controls and Procedures

16

 

  

Part II Other Information

17

 

 

Item 1. Legal Proceeding.

17

 

 

Item 1A. Risk Factors.

17

 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

17

 

 

Item 3. Defaults Upon Senior Securities.

17

 

 

Item 4. (Removed and Reserved).

17

 

 

Item 5. Other Information.

17

 

 

Item 6. Exhibits.

17


2



Item 1.  Financial Statements


ECOLIVEGREEN CORP.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED BALANCE SHEET


ASSETS

 

 

 

Unaudited

 

Audited

 

 

 

June 30, 2011

 

December 31, 2010

 

 

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

 

Cash and equivalents

 

$

 

$

1,235

 

Total Current Assets

 

 

 

 

1,235

 

 

 

 

 

 

 

 

 

OTHER ASSETS:

 

 

 

 

 

 

 

Intellectual assets,  net

 

 

6,862

 

 

6,862

 

 

 

 

 

 

 

 

 

Total Assets

 

$

6,862

 

$

8,097

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

Accounts payable

 

$

 

$

 

Accrued expenses

 

 

9,728

 

 

10,725

 

Loans from related parties

 

 

19

 

 

 

Total Current Liabilities

 

 

9,747

 

 

10,725

 

 

 

 

 

 

 

 

 

TOTAL LONG TERM LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

9,747

 

 

10,725

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY (DEFICIT):

 

 

 

 

 

 

 

Common stock , par value $.001; 100,000,000 shares authorized;
13,200,000 shares issued and outstanding as of June 30, 2011 and
12,850,000 shares issued and outstanding as of December 31, 2010

 

$

13,200

 

$

12,850

 

Additional paid in capital

 

 

160,950

 

 

143,800

 

Deficit accumulated during the development stage

 

 

(177,035

)

 

(159,278

)

Total Stockholders' Equity

 

 

(2,885

)

 

(2,628

)

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Equity

 

$

6,862

 

$

8,097

 


The accompanying notes are an integral part of these statements.


3



ECOLIVEGREEN CORP.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF OPERATIONS

For the Period November 5, 2008 (inception) through June 30, 2011

(Unaudited)


 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative from

 

 

 

For the three

 

For the three

 

For the six

 

For the six

 

November 5, 2008

 

 

 

months ended

 

months ended

 

months ended

 

months ended

 

(inception) thru

 

 

 

June 30, 2011

 

June 30, 2010

 

June 30, 2011

 

June 30, 2010

 

June 30, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

$

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Legal and Accounting

 

 

1,500

 

 

1,500

 

 

2,150

 

 

3,000

 

 

36,900

 

Consulting

 

 

6,780

 

 

350

 

 

12,157

 

 

350

 

 

118,447

 

General and Administrative

 

 

1,950

 

 

3,767

 

 

3,450

 

 

4,267

 

 

20,313

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Operating Expenses

 

 

10,230

 

 

5,617

 

 

17,757

 

 

7,617

 

 

175,660

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Loss

 

 

(10,230

)

 

(5,617

)

 

(17,757

)

 

(7,617

)

 

(175,660

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income/expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

 

 

(578

)

 

 

 

(1,375

)

 

(1,375

)

Total Other Income/ (Expenses)

 

 

 

 

(578

)

 

 

 

(1,375

)

 

(1,375

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) before Income Taxes

 

 

(10,230

)

 

(6,195

)

 

(17,757

)

 

(8,992

)

 

(177,035

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for Income Taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss)

 

$

(10,230

)

$

(6,195

)

$

(17,757

)

$

(8,992

)

$

(177,035

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted net loss per common share

 

$

(0.001

)

$

(0.001

)

$

(0.001

)

$

(0.001

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

 

13,002,222

 

 

10,637,000

 

 

12,926,944

 

 

10,233,000

 

 

 

 


The accompanying notes are an integral part of these statements.


4



ECOLIVEGREEN CORP.

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

From November 5, 2008 (inception) through June 30, 2011


 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

Retained

 

Total

 

Par Value of $0.001

 

Preferred Stock

 

Common Stock

 

Paid in

 

Earnings

 

Stockholders'

 

 

 

Shares

 

Amount

 

Shares

 

Amount

 

Capital

 

(Deficit)

 

Equity (Deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at November 5, 2008
(date of inception)

 

 

 

 

 

 

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock issued for patent

 

 

 

 

 

 

6,862,500

 

 

6,862

 

 

 

 

 

 

6,862

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for Consulting Services

 

 

 

 

 

 

1,687,500

 

 

1,688

 

 

 

 

 

 

1,688

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the Period

 

 

 

 

 

 

 

 

 

 

 

 

(17,438

)

 

(17,438

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance December 31, 2008

 

 

 

 

 

 

8,550,000

 

 

8,550

 

 

 

 

 

 

(8,888

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock issued in February, 2009 for cash

 

 

 

 

 

 

450,000

 

 

450

 

 

10,800

 

 

 

 

11,250

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock issued in August, 2009 for cash and debt repayment

 

 

 

 

 

 

830,000

 

 

830

 

 

24,070

 

 

 

 

24,900

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period ending December 31, 2009

 

 

 

 

 

 

 

 

 

 

 

 

(78,985

)

 

(78,985

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance December 31, 2009

 

 

 

 

9,830,000

 

 

9,830

 

 

34,870

 

 

(96,423

)

 

(51,723

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Shares issued in June, 2010 for cash

 

 

 

 

 

 

550,000

 

 

550

 

 

19,250

 

 

 

 

19,800

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Shares issued in June, 2010 for debt

 

 

 

 

 

 

1,870,000

 

 

1,870

 

 

65,450

 

 

 

 

67,320

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Shares issued in September 2010 for cash

 

 

 

 

 

 

300,000

 

 

300

 

 

10,700

 

 

 

 

11,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock options issued in September, 2010

 

 

 

 

 

 

 

 

 

 

1,830

 

 

 

 

1,830

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Shares issued in December 2010 for debt

 

 

 

 

 

 

300,000

 

 

300

 

 

11,700

 

 

 

 

12,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for period ended December 31, 2010

 

 

 

 

 

 

 

 

 

 

 

 

(62,855

)

 

(62,855

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2010

 

 

 

 

12,850,000

 

$

12,850

 

$

143,800

 

$

 (159,278

)

$

 (2,628

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Shares issued in March 2011 for debt

 

 

 

 

 

 

150,000

 

 

150

 

 

7,350

 

 

 

 

7,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the three months ended March 31, 2011

 

 

 

 

 

 

 

 

 

 

 

 

(7,527

)

 

(7,527

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2011

 

 

 

 

13,000,000

 

$

13,000

 

$

151,150

 

$

 (166,805

)

$

 (2,655

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Shares issued in June 2011 for debt

 

 

 

 

 

 

200,000

 

 

200

 

 

9,800

 

 

 

 

10,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the three months ended June 30, 2011

 

 

 

 

 

 

 

 

 

 

 

 

(10,230

)

 

(10,230

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2011

 

 

 

 

13,200,000

 

$

13,200

 

$

160,950

 

$

 (177,035

)

$

 (2,885

)


The accompanying notes are an integral part of these statements.


5



ECOLIVEGREEN CORP.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF CASH FLOWS

For the Period November 5, 2008 (inception) through June 30, 2011


 

 

 

 

 

 

 

 

Cumulative from

 

 

 

For the six

 

For the six

 

November 5, 2008

 

 

 

months ended

 

months ended

 

(Inception) through

 

 

 

June 30, 2011

 

June 30, 2010

 

June 30, 2011

 

OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(17,757

)

$

(8,992

)

$

(177,035

)

Adjustments to reconcile net loss to net cash used in operating activites

 

 

 

 

 

 

 

 

 

 

Issuance of  stock options

 

 

 

 

 

 

1,830

 

Issuance of common stock for debt

 

 

10,000

 

 

 

 

10,000

 

Issuance of common stock for interest

 

 

 

 

1,375

 

 

1,375

 

Issuance of common stock for services

 

 

7,500

 

 

21,695

 

 

58,633

 

 

 

 

 

 

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

Increase/(Decrease) in accounts payable

 

 

 

 

850

 

 

 

Increase/(Decrease) in accrued expenses

 

 

(997

)

 

(12,503

)

 

9,728

 

 

 

 

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

 

(1,254

)

 

2,425

 

 

(95,469

)

 

 

 

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

Issuance of common stock for cash

 

 

 

 

19,800

 

 

51,200

 

Loan Payable - consultants

 

 

 

 

 

 

44,250

 

Loans payable - related parties

 

 

19

 

 

(4,300

)

 

19

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) financing activities

 

 

19

 

 

15,500

 

 

95,469

 

 

 

 

 

 

 

 

 

 

 

 

NET INCREASE IN CASH

 

 

(1,235

)

 

17,925

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH BEGINNING BALANCE

 

 

1,235

 

 

2,468

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH ENDING BALANCE

 

$

 

$

20,393

 

$

 


The accompanying notes are an integral part of these statements.


6



ECOLIVEGREEN CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011

(UNAUDITED)


NOTE 1 – BASIS OF PRESENTATION


The accompanying unaudited interim financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission for the presentation of interim financial information, but do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements.  The audited financial statements for the years ended December 31, 2010 and 2009 and the period November 5, 2008 (Inception) through December 31, 2010 were filed on March 30, 2011 with the Securities and Exchange Commission and are hereby referenced.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the three months ended June 30, 2011 and for the period November 5, 2008 (Inception) through June 30, 2011 are not necessarily indicative of the results that may be expected for the year ended December 31, 2011.


NOTE 2 – DESCRIPTION OF BUSINESS AND DEVELOPMENT STAGE RISK


Description of Business


ECOLIVEGREEN CORP. ("ELG CORP.") is a development stage company, incorporated in the State of Florida on November 5, 2008, to acquire, develop and market environmentally efficient products. We are currently processing and developing three (3) patents  in the area of commercial lighting of which two (2) have been approved by the USPTO (United States Patent and Trademark Office) on June 29, 2010 and April 5, 2011; which claim a commercial lighting technology which is energy saving and environmentally friendly. Both approved patents by the USPTO are in the area of commercial lighting technology which is designed to be used in the commercial and residential building to replace conventional drop ceiling troffers and to replace the fluorescent bulbs used in the existing and conventional troffers.


The primary advantages of our drop ceiling troffer replacements are the following:


 

·

Easy Installation

 

 

 

 

·

No required Licensed Technician for installation as they are lightweight and are simply placed into the drop ceiling where a ceiling tile is normally installed.

 

 

 

 

·

Actual connection via a low-voltage connector

 

 

 

 

·

Anticipated to have a life in access of three times (3x) longer than conventional fluorescent lamps.

 

 

 

 

·

Lamps are dimmable in two (2) ways, 1) automatically dim when ambient light is bright 2) Can be manually dimmed also


The lamps are color-adjustable, with factory models being adjustable between standard fluorescent light and soft-white (similar to incandescent). The lumen output potential of either the 2x2 foot or 2x4 foot models is equivalent to standard drop-ceiling troffers containing three (3) 4-foot T8 bulbs. The current product contains our proprietary fluorescent technology, and future models are anticipated to use LED technology to achieve the same features. Additionally, another related product being developed is a replacement bulb for use in existing troffers, requiring no ballast change and containing the same basic technologies as the drop ceiling lamp. This single-bulb version has the lumen output of a single fluorescent light bulb.


We have filed two (2) additional pending patent numbers with the USPTO and currently the patents are pending through the process in the areas of digital music and waste water treatment.


We commenced our initial public offering on March 10, 2009, pursuant to that certain Registration Statement on Form S-1 (Commission File No. 333-157495), which was  declared effective by the Securities and Exchange Commission on that date.  We registered 3,000,000 shares of Common Stock for sale by the Company for an aggregate offering price of $90,000.  We sold 830,000 shares of Common Stock in the offering. The offering provided proceeds to us in the amount of $24,900.


7



ECOLIVEGREEN CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011

(UNAUDITED)


As of June 30, 2011, we had an accumulated deficit of ($177,035).  Our auditors have raised substantial doubt as to our ability to continue as a going concern, as expressed in its opinion on our financial statements included in this report.  Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due.  There can be no assurance that we will operate at a profit or such additional financing will be available, or if available, can be obtained on satisfactory terms.


On June 8, 2010, the company amended its articles of incorporation and bylaws to increase the authorized common stock to 500,000,000 common shares and provide for 10,000,000 shares of “blank check” preferred stock, each with a par value of $0.001 per share.


Our principal executive office is located at 7076 Spyglass Avenue, Parkland, FL  33076.  Our telephone number is (954) 599-3672.  Our fiscal year ends on December 31.


Basis of Presentation


The accompanying consolidated financial statements have been prepared by the Company. The Company’s consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).


Going Concern


The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable.  If the Company is unable to obtain adequate capital, it could be forced to cease operations.  The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.


Management’s Plan to Continue as a Going Concern


The Company has met its historical working capital requirements from the sale of its capital shares and loans from its independent consultant, Steven Adelstein.  In order to continue as a going concern, the Company will need, among other things, additional capital resources.


Management’s plans to obtain such resources for the Company include obtaining capital from the sale of shares of shares of common stock of the Company and/or financing from independent third parties. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.


Development Stage Risk


Since its inception, the Company has been dependent upon the receipt of capital investment to fund its continuing activities. In addition to the normal risks associated with a new business venture, there can be no assurance that the Company's business plan will be successfully executed. Our ability to execute our business plan will depend on our ability to obtain additional financing and achieve a profitable level of operations. There can be no assurance that sufficient financing will be obtained.  Further, we cannot give any assurance that we will generate substantial revenues or that our business operations will prove to be profitable.


8



ECOLIVEGREEN CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011

(UNAUDITED)


NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Cash and Cash Equivalents


The Company considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. The Company has no cash equivalents.


Use of Estimates


The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.


Inventories


Inventories are valued at the lower of cost or market on a first-in, first-out (FIFO) basis, and include finished goods.


Revenue Recognition


The Company recognizes revenue when:


 

·

Persuasive evidence of an arrangement exists;

 

 

 

 

·

Shipment has occurred;

 

 

 

 

·

Price is fixed or determinable; and

 

 

 

 

·

Collectability is reasonably assured.


The Company closely follows the provisions of Accounting Standards Codification (“ASC”) 605, Revenue Recognition, which includes the guidelines of Staff Accounting Bulletin No. 104 as described above. For the period from November 5, 2008 (inception) to June 30, 2011, the Company recognized no revenues.


Earnings (Loss) Per Share


The Company computes earnings per share in accordance ASC 260 “Earnings  Per Share” which was previously Statement of Accounting Standards No. 128, “Earnings per Share” (“SFAS No. 128”). Under the provisions of SFAS No. 128, basic earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common and potentially dilutive common shares outstanding during the period.  There were no potentially dilutive common shares outstanding during the period.


Income Taxes


The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which was previously Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes.” Under the asset and liability method of Statement 109, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.


9



ECOLIVEGREEN CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011

(UNAUDITED)


Fair Value of Financial Instruments


The Company considers that the carrying amount of financial instruments, including accounts payable, approximates fair value because of the short maturity of these instruments.


Share Based Payments

(included in ASC 718 “Compensation-Stock Compensation”)


In December 2004, the FASB issued SFAS No. 123(R), “Share-Based Payment,” which replaces SFAS No. 123 and supersedes APB Opinion No. 25. Under SFAS No. 123(R), companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees or independent contractors are required to provide services. Share-based compensation arrangements include stock options and warrants, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans.


In March 2005, the SEC issued Staff Accounting Bulletin No. 107, or “SAB 107”. SAB 107 expresses views of the staff regarding the interaction between SFAS No. 123(R) and certain SEC rules and regulations and provides the staff's views regarding the valuation of share-based payment arrangements for public companies. SFAS No. 123(R) permits public companies to adopt its requirements using one of two methods. On April 14, 2005, the SEC adopted a new rule amending the compliance dates for SFAS 123(R).


Companies may elect to apply this statement either prospectively, or on a modified version of retrospective application under which financial statements for prior periods are adjusted 1on a basis consistent with the pro forma disclosures required for those periods under SFAS 123.


Effective commencing on the year ended December 31, 2008; the Company has fully adopted the provisions of SFAS No. 123(R) and related interpretations as provided by SAB 107. As such, compensation cost is measured on the date of grant as the fair value of the share-based payments. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.


Recent Accounting Pronouncements


The company has adopted all recently issued accounting pronouncements.  The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company.


Subsequent Events


We evaluated subsequent events through the date and time our financial statements were available on July 15, 2011.


NOTE 4 – EQUITY TRANSACTIONS


On November 8, 2008, the Company issued 6,862,500 shares of common stock for the purchase of all rights, title and interest into the patent pending application for the commercial lighting technology designed for commercial and residential buildings to replace conventional drop ceiling troffers and to replace the fluorescent bulbs used in the existing and conventional troffers. The value of the purchase was determined to be the cost to create and develop the patent application, which was $6,862.


On December 10, 2008, the Company issued 1,687,500 shares of common stock to an independent consultant for services rendered in the amount of $1,688.


In February, 2009, the Company issued 450,000 shares of common stock for $0.025 per share to an investor for cash in the amount of $11,250.


In August, 2009, the Company issued 830,000 shares of common stock for $0.03 per share pursuant to the company’s Form S-1 filing with the Securities and Exchange Commission to various investors for cash and consideration of $24,900.


10



ECOLIVEGREEN CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011

(UNAUDITED)


In June, 2010, the company issued 2,420,000 shares of common stock for $0.036 per share as follows:


550,000 shares of common stock for $19,800 to two (2) existing stockholders. The issuance of these shares was exempt from registration under the Securities Act of 1933 (the “Act”) by virtue of section 4(2).


1,870,000 shares of common stock for conversion of debt in the amount of $67,320 to two (2) existing stockholders. The issuance of common stock was exempt from registration under the Act by virtue of Section 3(a)9.


On June 8, 2010, the company amended its articles of incorporation and bylaws to increase the authorized common stock to 500,000,000 common shares and provide for 10,000,000 shares of “blank check” preferred stock, each with a par value of $0.001 per share.


In September, 2010, the Company issued 300,000 shares of common stock for $0.036 per share to an investor (Steven Adelstein, an existing shareholder and consultant to the Company) for conversion of debt in the amount of $11,000. In connection with the shares issued in September, 2010, the Company issued 300,000 stock options at an exercise price of $.04 per option that are exercisable through December 31, 2010.


In December, 2010, the Company issued 300,000 shares of common stock for $0.04 per share to an investor (Steven Adelstein, an existing shareholder and consultant to the Company) for conversion of debt in the amount of $12,000.


In March, 2011, the Company issued 150,000 shares of common stock for $0.05 per share to an investor (Steven Adelstein, an existing shareholder and consultant to the Company) for conversion of debt in the amount of $7,500.  Additionally, the Company issued an option to the same investor and/or assigns to acquire a maximum of 600,000 shares of common stock for $0.05 per share expiring on or before September 30, 2011.


In June, 2011, the Company issued 200,000 shares of common stock for $0.05 per share to an investor (Steven Adelstein, an existing shareholder and consultant to the Company) for conversion of debt in the amount of $10,000.  Additionally, on March 31, 2011, the Company issued an option to the same investor and/or assigns to acquire a maximum of 600,000 shares of common stock for $0.05 per share expiring on or before September 30, 2011 of which 400,000 shares of common stock are still outstanding at June  30, 2011.


NOTE 5 – CONCENTRATION OF CREDIT RISK


Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”). At June 30, 2011, the Company had no amounts in excess of the FDIC insured limit.


NOTE 6 – RELATED PARTY TRANSACTIONS


On November 10, 2008, the company entered into agreement to acquire the intellectual properties of two (2) pending patents (after consolidation) in the specific area of fluorescent bulbs for $6,862. This agreement was entered into the same three (3) officers and directors that are the present officers and directors of our company. We issued a total of 6,862,500 shares for the intellectual properties of these two (2) pending patents rather than the payment of cash or equivalent as provided within said agreement.


On December 10, 2008, the company entered into an agreement with Steven Adelstein, its independent consultant, for the amount of $60,000. This amount ($60,000) represents consulting services to be rendered from January 1, 2009 until December 31, 2009 in equal monthly installments. Under the terms and conditions of the agreement, the Company will be advanced cash and cash equivalents as required to pay for filing expenses including filing fees with the Securities and Exchange Commission, audit fees for the audited financials as of December 31, 2008, and certain defined operating expenses. The balance is for consulting services provided from time to time by Mr. Adelstein as defined in said agreement.


11



ECOLIVEGREEN CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011

(UNAUDITED)


The total amount of $60,000 in the form of a note, having interest commences to accrue at January 1, 2010, at 7.2%, having both interest and principal payable with a balloon payment on December 31, 2012. The note is convertible into common shares at $0.05 per share at the discretion of note holder, and assigns until December 31, 2012. There shall not be any pre-payment penalties and interest shall be compounded annually. The amount outstanding at December 31, 2009 is $44,250. Mr. Adelstein agreed to purchase an additional 525,000 common shares in February, 2009 at $0.03 per share for a total of $15,750 therefore reducing his note by $15,750. The company, on June 8, 2010, converted the total amount of Mr. Adelstein’s Note for the issuance of common shares at $0.036 per share.


Mr. Adelstein is the husband of Judith Adelstein, a shareholder at June 30, 2011.


From time to time, the company borrows funds from shareholders and/or related parties of the company.  At June 30, 2011 and December 31, 2010, the company owed $19 and $0, respectively.


The Company does not lease or rent any property. Office space and services are provided without charge by Steven Adelstein, independent consultant. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein.


The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.


NOTE 7 – SUBSEQUENT EVENTS


We have evaluated subsequent events and transactions that occurred through the date and time our financial statements were issued for potential recognition or disclosure in the accompanying financial statements.  Other than the disclosures above, we did not identify any events or transactions that should be recognized or disclosed in the accompanying financial statements.


12



Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations


The following discussion and analysis should be read in conjunction with our consolidated financial statements, including the notes thereto, appearing in this Form 10-Q and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010 filed on March 30, 2011 with the Securities and Exchange Commission and are hereby referenced.


The statements in this report include forward-looking statements. These forward-looking statements are based on our management’s current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. 


You should not rely upon these forward-looking statements as predictions of future events because we cannot assure you that the events or circumstances reflected in these statements will be achieved or will occur.  You can identify a forward-looking statement by the use of the forward-terminology, including words such as “may”, “will”, “believes”, “anticipates”, “estimates”, “expects”, “continues”, “should”, “seeks”, “intends”, “plans”, and/or words of similar import, or the negative of these words and phrases or other variations of these words and phrases or comparable terminology.  These forward-looking statements relate to, among other things: our sales, results of operations and anticipated cash flows; capital expenditures; depreciation and amortization expenses; sales, general and administrative expenses; our ability to maintain and develop relationship with our existing and potential future customers;  and, our ability to maintain a level of investment that is required to remain competitive. 


Many factors could cause our actual results to differ materially from those projected in these forward-looking statements, including, but not limited to: variability of our revenues and financial performance; risks associated with technological changes; the acceptance of our products in the marketplace by existing and potential customers; disruption of operations or increases in expenses due to our involvement with litigation or caused by civil or political unrest or other catastrophic events; general economic conditions, government mandates and conditions in the gaming/entertainment industry in particular; and, the continued employment of our key personnel and other risks associated with competition.


For a discussion of the factors that could cause actual results to differ materially from the forward-looking statements see the “Liquidity and Capital Resources” section under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this item of this report and the other risks and uncertainties that are set forth elsewhere in this report or detailed in our other Securities and Exchange Commission reports and filings.  We believe it is important to communicate our expectations. However, our management disclaims any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.


Overview


US Patent Number

Date Issued

7,745,769 B2

June 29, 2010

7,919,937 B2

April 5, 2011


ECOLIVEGREEN CORP. ("ELG CORP.") is a development stage company, incorporated in the State of Florida on November 5, 2008, to acquire, develop and market environmentally efficient products. We currently are processing three (3) patents of which are pending approval with U.S. Patent and Trademark Office in the areas of LED lighting, digital music and waste water treatment.


Since inception, we have been issued two (2) patents in the specific area of commercial lighting technology designed to be used in the commercial and residential building to replace conventional drop ceiling troffers and to replace the fluorescent bulbs used in the existing and conventional troffers as follows:


Going Concern


Our financial statements have been prepared on the basis of accounting principles applicable to a going concern. As a result, they do not include adjustments that would be necessary if we were unable to continue as a going concern and would therefore be obligated to realize assets and discharge our liabilities other than in the normal course of operations.  As reflected in the accompanying financial statements, the Company is in the development stage with no revenues, has used cash flows in operations of $95,734 from inception of November 5, 2008 to June 30, 2011 and has an accumulated deficit of ($177,035) through June 30, 2011.


This raises substantial doubt about our ability to continue as a going concern, as expressed by our auditors in its opinion on our financial statements included in this report. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan.


13



We have not yet established an ongoing source of revenues sufficient to cover our operating costs and allow us to continue as a going concern.  Our ability to continue as a going concern is dependent on us obtaining adequate capital to fund operating losses until we become profitable.  If we are unable to obtain adequate capital, we could be forced to cease operations.  There can be no assurance that we will operate at a profit or additional debt or equity financing will be available, or if available, can be obtained on satisfactory terms.


Critical Accounting Policies


Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis.  The preparation of financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. On an on-going basis, management evaluates these estimates and assumptions, including but not limited to those related to revenue recognition and the impairment of long-lived assets, goodwill and other intangible assets. Management bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.


Stock Compensation

(included in ASC 718 “Compensation-Stock Compensation”)


The Company adopted SFAS No. 123R, Share-Based Payment (“SFAS 123R”), which requires all stock-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The Company accounts for stock-based compensation arrangements with nonemployees in accordance with the Emerging Issues Task Force Abstract No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling Goods or Services. The Company records the expense of such services to employees and non employees based on the estimated fair value of the equity instrument using the Black-Scholes pricing model.


Revenue Recognition

(included in ASC 605 “Revenue Recognition”)


The Company recognizes revenue on arrangements in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements’ and No. 104, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.


Product sales and shipping revenues, net of promotional discounts, rebates, and return allowances, are recorded when the products are shipped and title passes to customers. Retail sales to customers are made pursuant to a sales contract that provides for transfer of both title and risk of loss upon our delivery to the carrier. Return allowances, which reduce product revenue, are estimated using historical experience. Revenue from product sales and services rendered is recorded net of sales taxes. Amounts received in advance for subscription services, are deferred and recognized as revenue over the subscription term.


Outlook


The most important metric by which we judge the Company’s performance now and in the near term is top line sales growth. Our current commitment to develop and deliver quality products means that, for the near future, bottom line profitability will be a poor indicator of our success. We do not expect our development investment rate to decline meaningfully in the near future. Since investors are certain to be the primary, near term source of liquidity to support our development and marketing efforts, our liquidity will be driven by our ability to attract repeat investments from current shareholders and to find new ones. This in turn may be materially impacted by the general investment climate.


Since investors are certain to be the primary, near term source of liquidity to support our development and marketing efforts, our liquidity will be driven by our ability to attract repeat investments from current shareholders and to find new ones. This in turn may be materially impacted by the general investment climate.


Our primary marketing challenge for the coming 12 months is to achieve market awareness and acceptance of our patents currently under development.


14



Revenues


These forward-looking statements, pertaining to revenues, are based on our management’s current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations.  You should not rely upon these forward-looking statements as predictions of future events because we cannot assure you that the events or circumstances reflected in these statements will be achieved or will occur.


As our revenues commence, we plan to continue to invest in marketing and sales by increasing the number of direct sales consultants and management personnel, expand our selling and marketing activities, building brand awareness and sponsoring additional marketing events. We expect that in the future, marketing and sales expenses will increase in absolute dollars. We expect that in the future, marketing and sales expenses will increase in absolute dollars commencing in the fourth quarter of 2011. We do not expect our revenues to increase significantly until 2012.


General and Administrative Expenses


We expect that general and administrative expenses associated with executive compensation will increase in the future. Although our current president, vice president and chief financial officer have foregone full salary payments during the initial stages of the business from inception (November 5, 2008) through June 30, 2011, we anticipate compensation to commence upon obtaining environmentally-safe products resulting in revenue recognition. In addition, we believe in the 2011 fiscal year that the compensation packages required to attract the senior executives for similar companies will require our company to execute against its business plan that will result in increases of our total general and administrative expenses.


Summary of Consolidated Condensed Results of Operations


Any measurement and comparison of revenues and expenses from continuing operations should not be considered necessarily indicative or interpolated as the trend to forecast our future revenues and results of operations.


Results for the Three Months Ended June 30, 2011 and 2010


Revenues. The Company’s revenues for the three (3) months ended June 30, 2011 and 2010 were $0. From inception (November 5, 2008) through June 30, 2011, the company did not generate any revenues.


Legal and Accounting Expenses. Legal and Accounting expenses for the three (3) months ended June 30, 2011 were $1,500 as compared to $1,500 for the three (3) months ended June 30, 2010.  These expenses were a direct result of professional fees associated with the company’s normal fees and filings required by the Securities and Exchange Commission.


Consulting. Consulting expenses for the three (3) months ended June 30, 2011 were $6,780 as compared to $350 for the three (3) months ended June 30, 2010.  The increase in consulting expenses for the three month period was a result of the fees associated with the continuance of preparation and filing of patents.


General and Administrative Expenses. General and administrative expenses for the three (3) months ended June 30, 2011 were $1,950 compared to $3,767 for the three (3) months ended June 30, 2010.  The decrease of $1,878 in General and Administrative expenses was a result of the company’s current and normal operations during the three (3) months ended June 30, 2011.


Net Loss. Net loss for the three (3) months ended June 30, 2011 was ($10,230) as compared to ($5,617) for the three (3) months ended June 30, 2010.  The increase in net loss for the three (3) months ended June 30, 2011 was primarily a direct result of the application processing and review of existing patents and pending patents including application processes.


Results for the Six Months Ended June 30, 2011 and 2010


Revenues. The Company’s revenues for the six (6) months ended June 30, 2011 and 2010 were $0. From inception (November 5, 2008) through June 30, 2011, the company did not generate any revenues.


Legal and Accounting Expenses. Legal and Accounting expenses for the six (6) months ended June 30, 2011 were $2,150 as compared to $3,000 for the six (6) months ended June 30, 2010.  These expenses were a direct result of professional fees associated with the company’s normal fees and filings required by the Securities and Exchange Commission.


Consulting. Consulting expenses for the six (6) months ended June 30, 2011 were $12,157 as compared to $350 for the six (6) months ended June 30, 2010.  The increase in consulting expenses for the six (6) month period was a result of the fees associated with the continuance of preparation and filing of patents.


15



General and Administrative Expenses. General and administrative expenses for the six (6) months ended June 30, 2011 were $3,450 compared to $4,267 for the six (6) months ended June 30, 2010.  The decrease of $817 in General and Administrative expenses was a result of the company’s current and normal operations during the six (6) months ended June 30, 2011.


Net Loss. Net loss for the six (6) months ended June 30, 2011 was ($17,757) as compared to ($7,617) for the six (6) months ended June 30, 2010.  The increase in net loss for the six (6) months ended June 30, 2011 was primarily a direct result of the application processing and review of existing patents and pending patents including application processes.


Impact of Inflation


We believe that the rate of inflation has had negligible effect on our operations. We believe we can absorb most, if not all, increased non-controlled operating costs by increasing sales prices, whenever deemed necessary and by operating our Company in the most efficient manner possible.


Liquidity and Capital Resources


Liquidity is the ability of a company to generate sufficient amounts of cash to meet its need for cash. Since its inception, the Company has been funded by its founders, stockholders and related parties with advances and loans and through the sale of common shares including its initial public offering.  At June 30, 2011, we had a working capital deficit of ($9,747) and an accumulated deficit of ($177,035), as compared to a working capital deficit of ($9,490) and an accumulated deficit of ($159,278) at December 31, 2010.


As of June 30, 2011 and December 31, 2010, total current assets were $0 and $1,235 respectively.


As of June 30, 2011, total current liabilities were $9,747 represented by $9,728 of accrued expenses and $19 of advances from related party.  As of December 31, 2010, total current liabilities were $10,725, which consisted of accrued expenses.


Cash flows from financing activities and cash generated through the company’s issuance of commons shares including its initial public offering and loans from related parties represented the Company’s principal source of cash since November 5, 2008 (inception) through June 30, 2011.


Material Commitments


We entered into an agreement with a third party independent contractor to assist in various financial matters, patent application procedures for a total of $60,000 in accordance with the agreement, the term was from January 1, 2009 through December 31, 2009. In June, 2010, the Company issued common shares as full repayment of this obligation. At June 30, 2011, we had no material commitments or agreements.


Off-Balance Sheet Arrangements


We do not have any off-balance sheet arrangements or any anticipate entering into any off-balance arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.


Recent Accounting Pronouncements


The company has adopted all recently issued accounting pronouncements.  The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company. 


Item 3.  Quantitative and Qualitative Disclosures About Market Risk


Not applicable for a smaller reporting company.


Item 4T.  Controls and Procedures


We maintain disclosure controls and procedures that are designed to ensure that the information required to be disclosed in the reports that we file under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our President and Treasurer, as appropriate, to allow timely decisions regarding required disclosures.


16



In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.


As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our President and Treasurer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of our first fiscal quarter covered by this report. Based on the foregoing, our President and Treasurer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.


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


PART II OTHER INFORMATION


Item 1.  Legal Proceeding.


None.


Item 1A.  Risk Factors.


None.


Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.


On June 30, 2011, the Company issued to Steven Adelstein, (a stockholder, consultant and related party) 200,000 common shares for a total reduction of debt of $10,000 ($0.05 per common share).


Management believes the above shares of common stock were issued pursuant to the exemption from registration under Section 4(2) of the Securities Act of 1933, as amended.


Item 3.  Defaults Upon Senior Securities.


None.


Item 4.  (Removed and Reserved).


Item 5.  Other Information.


None


Item 6.  Exhibits

 

(a)          Exhibits


Exhibit No.

Description

 

 

31.1

Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer

31.2

Rule 13a-14(a)/15d-14(a) Certification of Principal Accounting and Financial Officer

32.1

Section 1350 Certification of Principal Executive Officer

32.2

Section 1350 Certification of Principal Accounting and Financial Officer

101*

XBRL data files of Financial Statements and Notes contained in this Quarterly Report on Form 10-Q.


* In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed.”


17



SIGNATURES


Pursuant to the requirements 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.



ECOLIVEGREEN CORP.



DATE:  August 8, 2011

By:

/s/ Len Bryan

 

 

Len Bryan

 

 

President, Principal Executive Officer


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