ECOLOCAP SOLUTIONS INC. - FORM 10-Q

Attached files

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EX-31.2 - SARBANES-OXLEY 302 CERTIFICATION - PRINCIPAL FINANCIAL OFFICER. - ECOLOCAP SOLUTIONS INC.	exh31-2.htm
EX-32.2 - SARBANES-OXLEY 906 CERTIFICATION - CHIEF FINANCIAL OFFICER. - ECOLOCAP SOLUTIONS INC.	exh32-2.htm
EX-32.1 - SARBANES-OXLEY 906 CERTIFICATION - CHIEF EXECUTIVE OFFICER. - ECOLOCAP SOLUTIONS INC.	exh32-1.htm
EXCEL - IDEA: XBRL DOCUMENT - ECOLOCAP SOLUTIONS INC.	Financial_Report.xls
EX-31.1 - SARBANES-OXLEY 302 CERTIFICATION - PRINCIPAL EXECUTIVE OFFICER. - ECOLOCAP SOLUTIONS INC.	exh31-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]	QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2011

	OR

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

Commission file number 000-31165

ECOLOCAP SOLUTIONS INC.

(Exact name of registrant as specified in its charter)

NEVADA

(State or other jurisdiction of incorporation or organization)

1250 S. Grove Avenue, Suite 308

Barrington, Illinois, 60010

(Address of principal executive offices, including zip code.)

866-479-7041

(telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (SS 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [ ] NO [ ]

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

Large Accelerated Filer	[ ]	Accelerated Filer	[ ]
Non-accelerated Filer	[ ]	Smaller Reporting Company	[X]
(Do not check if 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 [ ] NO [X]

APPLICABLE ONLY TO CORPORATE ISSUERS:

The Issuer had 173,432,789 shares of Common Stock, par value $0.001, outstanding as of November 14, 2011.

TABLE OF CONTENTS

			Page

PART I.

Item 1.	Financial Statements.		2

		Balance Sheets	3
		Statements of Operations	4
		Statements of Cash Flows	5
		Notes to Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		12

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.		15

Item 4.	Controls and Procedures.		15

	PART II.

Item 1A.	Risk Factors.		15

Item 6.	Exhibits.		15

Signatures			20

Exhibit Index			21

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PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

ECOLOCAP SOLUTIONS INC.

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

		September 30,		December 31,
		2011		2010
		(unaudited)		(audited)
ASSETS
CURRENT ASSETS:
Cash	$	3,080	$	25,920
Note receivable (note 4)		25,000		-
Prepaid expenses		9,045		-
Deposit on machinery		175,000		175,000

TOTAL CURRENT ASSETS		212,125		200,920

INTANGIBLE ASSETS (note 2 and 4)		2,471,391		2,616,485

GOODWILL (note 2)		3,233,928		3,233,928

PROPERTY AND EQUIPMENT, AT COST, LESS ACCUMULATED
DEPRECIATION		411,355		467,374

TOTAL ASSETS	$	6,328,799	$	6,518,707

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Customer deposits	$	498,772	$	175,000
Note payable (note 5)		94,796		156,886
Note payable-stockholders (note 6)		842,955		854,180
Accrued expenses and sundry current liabilities		1,161,987		1,238,322

TOTAL CURRENT LIABILITIES	$	2,598,510	$	2,424,388

STOCKHOLDERS’ EQUITY
Common stock	$	173,432	$	120,511
500,000,000 shares authorized, par value $0.001, 173,432,789 and 120,511,092
Shares, respectively issued and outstanding
Additional paid in capital		33,497,584		31,850,395

Accumulated Deficit		(25, 059,593)		(25,059,593)
Deficit accumulated during development stage		(9,479,337)		(7,929,788)
	$	(867,914)	$	(1,018,475)

Less Non-controlling interest		4,598,203		5, 112,794

TOTAL STOCKHOLDERS’ EQUITY		3,730,289		4,094,319

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	6,328,799	$	6,518,707

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ECOLOCAP SOLUTIONS INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

Nine months ended September 30, 2011 and 2010 and

Three months ended September 30, 2011 and 2010

(unaudited)

		Nine Months		Nine Months		Three Months		Three Months		Beginning of development stage, January 1, 2007
		ended		ended		ended		ended		through
		September 30,		September 30,		September 30,		September 30,		September 30,
		2011		2010		2011		2010		2011

SALES	$	-	$	469,840	$	-	$	-	$	469,840

Cost of sales		-		452,000		-		-		452,000

Gross Profit		-		17,840		-		-		17,840

COSTS AND EXPENSES:

Selling, general and administrative		720,051		642,907		235,533		280,276		3,013,550
Depreciation and amortization (note 4)		201,113		336,057		67,245		68,217		780,262
Research and Development		509,160		427,923		77,752		427,923		987,083
Gain on settlement of debts-foreign Subsidiary		-		-		-		-		(8,013,125)
Impairment Loss Intangible Assets				3,077,347				3,077,347		3,077,347
Impairment Loss Goodwill				3,774,793				3,774,793		3,774,793
Compensation expense		44,239		109,178		-		109,178		165,646
Stock Based compensation										5,211,897
Debt conversion inducement expense (note 6)		534,849				79,993				804,777
Compensation for services		-		-		-		-		258,000
Interest		79,327		35,280		45,122		8,023		535,027
Foreign exchange loss (gain)		401		225		(13)		(73)		(165,477)

TOTAL COSTS AND EXPENSES		2,089,140		8,403,710		505,632		7,745,684		10,429,780

Loss from continuing operations		(2,089,140)		(8,385,870)		(505,632)		(7,745,684)		(10,411,940)
Loss from discontinued operations										(185,451)
Gain on Sale of discontinued operations										48,257

NET LOSS	$	(2,089,140)	$	(8,385,870)	$	(505,632)	$	(7,745,684)	$	(10,549,134)



Attributable to :
Ecolocap Solutions, Inc.	$	(1,574,549)	$	(8,024,864)	$	(375,166)	$	(7,482,665)		(9,504,337)
Minority interest	$	(514,591)	$	(361,006)	$	(130,466)	$	(263,019)		(1,044,797)
NET LOSS	$	(2,089,140)	$	(8,385,870)	$	(505,632)	$	(7,745,684)	$	(10,549,134)


Net Loss Per Share	$	(0.01)	$	(0.08)	$	(0.00)	$	(0.07)		N/A

Average weighted Number of Shares		167,641,691		105,640,302		153,213,557		105,869,337		N/A

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ECOLOCAP SOLUTIONS INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

		September 30		September 30		Beginning of development stage, January 1, 2007, through September 30,
		2011		2010		2011

Net loss	$	(1,574,549)	$	(8,024,864)	$	(9,504,337)

Adjustment to reconcile net loss to net cash used in operating activities
Depreciation and amortization		201,113		336,057		780,262
Imputed interests of shareholders loans		11,642		3,483		17,758
Impairment Loss Intangible Assets				3,077,347		3,077,347
Impairment Loss Goodwill				3,774,793		3,774,793
Compensation expense		44,239		109,178		165,646

Debt conversion inducement expense		534,849				804,777
Issuance of stock for services						3,269,600
Stock Based compensation						5,211,897
Non-controlling interest		(514,591)		(361,006)		(1,044,797)
Unrealized foreign exchange						(220,463)
Changes in operating assets and liabilities:

Prepaid expenses and sundry current assets		(9,045)		14,121		32,300
Deposit on machinery		-		434,823		370,400
Customer deposit		323,772		(279,940)		43,832
Accrued expenses and sundry current liabilities		16,545		1,064,902		(2,009,507)

Net cash provided by (used in) operating activities	$	(966,025)	$	148,894	$	4,769,508

Investing activities
Cash acquired during acquisition		-		-		38,115
Disposition of property and equipment		-		-		29,352
Acquisitions of property and equipment		-		(496,000)		(520,355)

Net cash used in investing activities	$	-	$	(496,000)	$	(452,888)

Financing activities

Stock payable				-		(1,000,000)
Issuance of common stock		50,000		110,000		461,010
Sale of common stock						1,003,400
Proceeds of loans payable		(12,090)		69,500		97,410
Proceeds (Repayment) of loans payable shareholders		905,275		169,005		(5,003,967)

Net cash provided by (used in) financing activities	$	943,185	$	348,505		(4,442,147)

Decrease ( increase ) in cash		(22,840)		1,399		(125,527)

Cash-beginning of period		25,920		1,944		128,607

Cash-end of period	$	3,080	$	3,343	$	3,080

Supplemental Disclosure of Cash Flow information
Non cash financing activities
Conversion of debt to Equity	$	534,849

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ECOLOCAP SOLUTIONS INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. 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 nine months ended September 30, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011. For further information, refer to the financial statements and footnotes thereto for the year ended December 31, 2010.

EcoloCap Solutions Inc. is an integrated and complementary network of environmentally focused technology companies that utilize advanced nanotechnology to design, develop and sell cleaner alternative energy products. We bring together the technology, engineering, and operational management for the successful development of environmentally significant products and projects. Our business approach combines science, innovation, and market-ready solutions to achieve environmentally sustainable and economically advantageous, power and energy management practices in the following areas:

MBT M-Fuel

EcoloCap Solutions Inc., through its subsidiary Micro Bubble Technologies Inc. (MBT), developed M-Fuel, an innovative suspension fuel that far exceeds all conventional fuels’ costs and efficiencies. This environmentally-friendly and economical product is designed to offer fully scalable and customizable fuel solutions that will increase efficiency, lower operating costs, and reduce emissions. M -Fuel is a suspension mixture of 60% heavy oil, 40% H plus O2 molecules, and a 0.3% stabilizing additive. The production of M-Fuel takes place in our Nano Processing Units (NPU), a self contained device that is sized for output. The NPU’s can be configured to operate in conjunction with an engine or burner to sully M-Fuel on demand, or pre-manufactured for delivery. M-Fuels unique burning process facilitates increased efficiency, resulting in reduced emissions by 60%, reduced fuel consumption by 40%, and cut costs by up to 25%.

MBT -Batteries

EcoloCap Solutions Inc., through its subsidiary Micro Bubble Technologies Inc. (MBT), developed the Carbon Nano Tube Battery (CNT-Battery), a fully recyclable, rechargeable battery that far exceeds the performance capabilities of any existing battery on the market at this time. This environmentally-friendly and economical product is designed to offer fully scalable and customizable power solutions that will increase efficiency, lower operating costs, and reduce emissions. Our proprietary technology modifies the fabrication of lead acid batteries by applying a highly-conductive carbon nano tube coating to the anode and cathode cells. As a result, conductive surface area is increased by a factor of billions and electricity is carried out more efficiently. The CNT-Battery’s advanced technology demonstrates eight times the reserve capacity of traditional lead acid batteries, two and a half times the energy density of lithium-ion batteries, and a recharge time of just five minutes; all at a fraction of the cost of lithium-ion batteries.

DEVELOPMENT STAGE COMPANY

The Company was an active business from 2005 through 2006 and was involved in the manufacture and sales of an artificial sport surface. From 2007 through September 2010, the Company was looking for new business and commenced the Carbon Credits (CER’S) business. In the 2009, the Company acquired 55% of Micro Bubble Technologies Inc. and became an integrated and complementary network of environmentally focused technology company. The Company currently has operations but limited revenues and, in accordance with the relevant authoritive guidance is considered a Development Stage Enterprise. As a development stage enterprise, the Company discloses the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from January 1, 2007 to the current balance sheet date.

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NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company and its subsidiary Micro Bubble Technologies Inc. after the elimination of inter-company accounts and transactions.

FAIR VALUE MEASUREMENTS

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

The estimated fair value of certain financial instruments, including cash and cash equivalents, deposits, prepaid expenses, notes payable, and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

MC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. MC 820 describes three levels of inputs that may be used to measure fair value:

*	level l - quoted prices in active markets for Identical assets or liabilities
*	level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable
*	level 3 - inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

INCOME TAXES

The asset and liability approach is used to account for income taxes by recognizing deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. The Company records a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized.

LOSS PER COMMON SHARE

The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding.

Diluted net loss per common share is computed by dividing the net loss, adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities.

STOCK BASED COMPENSATION

The Company accounts for stock options and similar equity instruments issued in accordance with SFAS. Accordingly, compensation costs attributable to stock options or similar equity instruments granted are measured at the fair value at the grant date, and expensed over the expected vesting period. Transactions in which goods or services are received in exchange for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. SFAS requires excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid.

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GOODWILL, OTHER INTANGIBLES AND LONG-LIVED ASSETS

The Company records as goodwill the excess of purchase price over the fair value of the tangible and identifiable intangible assets acquired. Current authoritative guidance requires that goodwill not being amortized, but be tested for impairment annually as well as when an event or change in circumstance indicates an impairment may have occurred. Goodwill is tested for impairment by comparing the fair value of the Company’s individual reporting units to their carrying amount to determine if there is potential goodwill impairment. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the implied fair value of the goodwill of the reporting unit is less than its carrying value.

Long-lived assets, including fixed assets and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. In reviewing for impairment, the carrying value of such assets is compared to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition. If such cash flows are not sufficient to support the asset’s recorded value, an impairment charge is recognized to reduce the carrying value of the long-lived asset to its estimated fair value. The determination of future cash flows, as well as the estimated fair value of long-lived assets, involves significant estimates on the part of management. In order to estimate the fair value of a long-lived asset, the Company may engage a third-party to assist with the valuation. If there is a material change in economic conditions or other circumstances influencing the estimate of future cash flows or fair value, the Company could be required to recognize impairment charges in the future.

Impairment:

At each reporting date, the Company assesses whether there is any indication that its intangible assets, or property, plant and equipment are impaired. If any such indication exists, the Group estimates the recoverable amount of the asset and the impairment loss if any. Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate that it might be impaired. If an asset does not generate cash flows that are independent from those of other assets or groups of assets, recoverable amount is determined for the cash-generating unit to which the asset belongs. The recoverable amount of an asset is the higher of its fair value less cost to sell and its value in use. Value in use is the present value of future cash flows from the asset or cash-generating unit discounted at a rate that reflects market interest rates adjusted for risks specific to the asset or cash- generating unit that have not been reflected in the estimation of future cash flows. If the recoverable amount of an intangible or tangible asset is less than its carrying value, an impairment loss is recognised immediately in profit or loss and the carrying value of the asset reduced by the amount of the loss. A reversal of an impairment loss on intangible assets (excluding goodwill) or property, plant and equipment is recognised as it arises provided the increased carrying value does not exceed that which it would have been had no impairment loss been recognised. Impairment losses on goodwill are not reversed. During the year ended December 31, 2010, we incurred an intangible assets impairment loss of $3,077,793. This impairment loss relates to our acquisition for MICRO BUBBLE TECHNOLOGIES INC. as our management has adjusted downward our Customer Relationship agreements because the two agreements have been terminated over the past year. We incurred a goodwill impairment loss of $3,774,793.

New accounting pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations and cash flows when implemented.

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NOTE 3 – GOING CONCERN

The Company’s consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. During the nine months ended September 30, 2011 and 2010 the Company has incurred losses of $2,089,140 and $8,385,870 respectively. The Company has negative working capital of $2,386,385 and $2,298,504 at September 30, 2011 and 2010, respectively and a stockholders’ equity of $3,730,289 and stockholders’ deficiency of $1,125,689 at September 30, 2011 and 2010. These factors among others raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans for the Company’s continued existence include selling additional stock and borrowing additional funds to pay overhead expenses.

With the opportunities created by the Batteries and M Fuel, management has begun the process of redeploying its assets, identifying business strategies that offers above average profit potential and identifying the resources necessary to successfully execute it new strategic direction.

Recognizing the opportunity this new market represents, the Company has developed an integrated development approach that focuses upon both existing and needed infrastructure facilities to produce substantial new value.

The Company’s future success is dependent upon its ability to achieve profitable operations, generate cash from operating activities and obtain additional financing. There is no assurance that the Company will be able to generate sufficient cash from operations, sell additional shares of common stock or borrow additional funds.

The Company’s inability to obtain additional cash could have a material adverse effect on its financial position, results of operations and its ability to continue in existence. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 4 – INTANGIBLE ASSETS

The intangible assets are being amortized over periods ranging from ten to fifteen years. The weighted average amortization period by major asset class is: customer relationship 10.0 years; technology batteries 15.0 years and technology M-Fuel 15.0 years.

		September 30,
		2011

Technology Batteries		2,790,000
Technology EM Fuel		80,000
	$	2,870,000

Less : accumulated amortization		398,609

Balance September 30, 2011	$	2,471,391

NOTE 5 – NOTE PAYABLE

In 2011, the Company received loans from Capex Investments Limited in the amount of $27,910. In 2010, the Company received loans from Capex Investments Limited in the amount of $19,500. The amount owed to Capex Investments Limited at September 30, 2011 is $94,796. These loans carry an interest of 10% and are payable on demand.

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NOTE 6 – PAYABLE – STOCKHOLDERS

On January 1, 2011, DT Crystal converted loans of $360,000 plus $25,000 in accrued interest into 13,508,772 shares of the Company. The fair value of the shares was $0.0285 per share and the market price was $ 0.0374 per share resulting in a debt conversion inducement expense of $120,292. The amount owed to DT Crystal at September at September 30, 2011 is $2,404.

During 2011, Asher Enterprises Inc converted loans aggregating $164,000 into 9,495,139 common shares of the Company. The fair value of the shares ranged from $.014 to .031 per share and the market price ranged from 0.0255 to 0.07 per share which resulted in a debt conversion inducement expense of $116,709.

In 2011, the Company received loans from Asher Enterprises Inc. in the amount of $172,500. The amount owed to Asher Enterprises Inc. at September 30, 2011, after conversions is $103,500. The loans are convertible, over a one year period, into restricted common shares at a fixed price. The price of the shares is equal to 61% of the market price of the shares at the date of the execution of the conversion. This loan bears interest at 8% per annum and is payable on demand. The Company believes that the effect of this beneficial conversion is immaterial to the Company financial statements.

In 2011, the Company received an additional $40,000 loan from a stockholder. In 2010, the Company received loans from a stockholder of $144,224. In 2009, the Company received loans from a stockholder in the amount of $57,000. The loans are convertible, over a one year period, into restricted common shares of the Company at a fixed price of $0.024 per share. The amount owed to the stockholder at September 30, 2011 is $241,224. These loans bear interest of 8% per annum and are payable on demand.

In 2011, the Company received $167,025 in loans from stockholders. The amount owed to stockholders at September 30, 2011 is $379,227. These loans bear interest at 5.00% per annum and are payable on demand.

In 2011, the Company received net loans from Hanscom K. Inc. in the amount of $34,750. The amount owed to stockholders at September 30, 2011 is $38,100. These loans are non-interest bearing and are payable on demand.

During 2011, Barclay Lyons converted loans aggregating $50,000 plus accrued interest of $5,724 into 2,800,112 common shares. The fair value of the shares ranged from $0.016575 to $0.025 per share and the market price ranged from $0.0262 to $0.0386 per share resulting in a total debt conversion inducement expense of $31,345.

During 2011, War Chest Capital converted loans aggregating $50,000 plus accrued interest of $5,724 into 2,800,112 common shares. The fair value of the shares ranged from $.016575 to .025 per share and the market price ranged from 0.0262 to 0.0386 per share resulting in a total debt conversion inducement expense of $31,345.

On March 22, 2011, Lionhearth and a debtor signed an agreement whereby the debtor transferred $107,500 of its loans to Lionhearth. On March 22, 2011 Lionhearth converted loans of $58,709 into 3,600,000 shares. The fair value of the shares was equal $0.016308 per common share and the market price was equal was 0.0419 per share which results in a debt conversion inducement expense of $92,131. The amount owed to Lionhearth at September 30, 2011 is $0.

On April 6, 2011 Lionhearth converted loans of $48,791 into 3,148,226 shares of the Company. The fair value of the shares was equal to $0.015498 per share and the market price was $0.0376 per resulting in a debt conversion inducement expense of $69,582. The amount owed to Lionhearth at September 30, 2011 is $0.

On April 18, 2011, RCO Group Inc. and a debtor signed an agreement whereby the debtor transferred $268,500 of its loans to RCO Group Inc.

During 2011, RCO Group Inc. converted loans aggregating $240,000 into 13,333,335 shares. The fair value of the shares ranged from $0.018 to $0.023 per share and the market price ranged from $0.023 to $.024 per share resulting in a total debt conversion inducement expense of $73,445.

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On May 23, 2011, Black Mountain Equities, Inc. purchased for $35,000 a convertible debenture of the Company in the aggregate principal amount of $50,000.

Debt conversion inducement expense consist of:
Asher Enterprises	$	116,709
DT Crystal		120,292
Barclay Lyons		31,345
War Chest Capital		31,345
Lionhearth		161,713
RCO Group Inc.		73,445
Total	$	534,849

NOTE 7 – CAPITAL STOCK

On January 20, 2011, we issued 666,667 shares to Michel St-Pierre, our chief financial officer, in exchange for certain salary payable to him. The fair value of the shares was $0.0289 per share resulting in additional recorded compensation expense of $4,267.

On February 9, 2011, we issued 533,333 shares of to Claude Pellerin, our secretary, in exchange for fees payable to him. The fair value of the shares was $0.0289 per share resulting in additional recorded compensation expense of $3,413.

January 5, 2011, Bui Thi Lan Huong paid $50,000 to purchase 1,000,000 common shares. The fair value of the shares was $0.05 per share and the market price was equal to 0.055 per share resulting in additional recorded compensation expense of $5,000.

On April 18, 2011, we issued 1,000,000 shares to Michel St-Pierre, our chief financial officer, in exchange for salary payable to him. The fair value of the shares was $0.0275 per share resulting in additional recorded compensation expense of $15,500.

On April 18, 2011, we issued 1,036,000 shares to Claude Pellerin, our secretary, in exchange for fees payable to him. The fair value of the shares was $0.0275 per share resulting in additional recorded compensation expense of $16,059.

NOTE 8 – RELATED PARTY TRANSACTIONS

In 2011, the Company received additional loans from Asher Enterprises Inc in the amount of $172,500.

In 2011, the Company received loans from a stockholder in the amount of $40,000. These loans carry an interest of 8.00% and are payable on demand.

In 2011, the Company received loans from stockholders in the amount of $167,025. These loans carry an interest of 5.00% and are payable on demand.

In 2011, the Company received net loans from Hanscom K. Inc. in the amount of $34,750. These loans have no interest and are payable on demand.

NOTE 9 – SUBSEQUENT EVENTS

Management evaluated all activity of the Company through the issue date of the Consolidated Financial Statements and noted there were no material subsequent events as of that date.

F-9

-11-

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Operations

The following discussion of the financial condition and results of our operations should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q for the period ended September 30, 2011 (this “Report”). This Report contains certain forward-looking statements and our future operating results could differ materially from those discussed herein. Certain statements contained in this Report, including, without limitation, statements containing the words “believes”, “anticipates,” “expects” and the like, constitute “forward-looking statements”. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaims any obligation to update any such factors or to announce publicly the results of any revisions of the forward-looking statements contained or incorporated by reference herein to reflect future events or developments.

On November 13, 2007, we changed our name from “XL Generation International Inc.” to “Ecolocap Solutions Inc.” Our shares of common stock are traded on the Bulletin Board operated by the Financial Industry Regulatory Authority under the symbol ECOS.

Micro Bubble Technologies Inc. (MBT) has also developed a new process that blends non-miscible liquids (oil and water) on a submicron level in order to create a new non-emulsified fuel product that it calls EM-Fuel. Tests conducted in the City of Brisbane, Australia have verified all claims to emissions and savings. Additionally, contracts are under negotiation for a large power plant in Chile and possible implementation of M-Fuel in the Ukraine.

Given the turmoil in the Mideast M-Fuel is being evaluated by African and Caribbean nations where the diesel is the main source of power generation as the immediate way to reduce costs, and as an ancillary benefit is the reduction of emission.

In December 2010, MBT announced that it has signed an agreement with Triad Constructors, Inc. to utilize Triad for the sales, distribution, installation and commissioning of the new NPW biodiesel processing units sold.

-12-

In April 2011, MBT announced the execution of a purchase agreement with Empresas Energy Partners Chile Generadora de Energia LTDA (EPC) for the shipment of an NPU-10 series fuel emulsion plant to Degan, Chile to produce M-Fuel for 30-45 days starting the first week of may. Upon successful completion of the testing an additional three NPU-60 fuel emulsion plants will be purchased to provide fuel for the entire 40 megawatt station. EPC estimates their demand for M-Fuel will facilitate the need for a minimum of 36 NPU-60 fuel emulsions.

In May 2011, MBT announced that it has signed a distribution agreement with Nano-Tech Industries Pty Ltd, of Acacia Ridge, Australia, to distribute all of its products in Australia, New Zealand and the Pacific Islands.

In July 2011, MBT shipped to Empresas Energy Partners Chile Generadora de Energia LTDA (EPC), for testing purpose, an NPU-10 series fuel emulsion plant to Degan, Chile to produce M-Fuel.

Business Plan

MBT is in the process of locating a site to build its first battery factory in Korea. MBT is also in discussion with various international companies for joint ventures in battery production. MBT will be delivering 60 test batteries to an international communications company and a European bus company.

MBT is negotiating with a factory in Korea that would enable the Company to build 6 NPU and NPW’s machine per month.

Results of Operations

For the Three & Nine Month Periods ended September 30, 2011

Overview

We posted net losses of $505,632 and $2,089,140 for the three and nine month periods ended September 30, 2011 as compared to net losses of $7,745,684 and $8,385,870 for the comparable periods of 2010. The reason for the decrease in losses was mainly impairment loss on intangible assets of $3,077,347 and impairment loss on goodwill of $3,774,793.

Development Stage Expenditures

Development stage expenditures for the nine month period ended September 30, 2011, were $385,531 in salaries, $70,066 in travel, $534,849in debt conversion inducement expense and $101,223 in professional fees. This is compared to development stage expenditures for the nine month period ended of September 30, 2010, were $364,551 in salaries, $23,189 in travel and $204,809 in professional fees.

Sales

For the three and nine month period ended September 30, 2011, we had gross revenues of $ 0. We are not generating revenues because we finished the third iteration of the Hydrocarbon and Carbohydrate equipment. This iteration is the final production design for production that will be delivered to customers. Additionally we had to redesign the additive production equipment to accommodate for larger volumes.

Total Cost and Expenses

For the three and nine month periods ended September 30, 2011, we incurred total costs and expenses of $505,632 and $2,089,140. This compared to $7,745,684 and $8,385,870 for the same periods of 2010. The reason for the decrease in losses was mainly impairment loss on intangible assets of $3,077,347 and impairment loss on goodwill of $3,774,793.

-13-

Selling, General and Administration

For the three and nine month periods ended September 30, 2011, we incurred selling, general and administration expenses of $235,533 and $720,051 This compared to $280,276 and $642,907 for the same periods last year.

Interest

We calculate interest in accordance with the respective note payable. For the three and nine month periods ended September 30, 2011, we incurred a charge of $45,122 and $79,327. This compared to $8,023 and $35,280 for the same periods of the previous year. The increase is caused by higher interest rates on part of the debts.

Liquidity and Capital Resources

At September 30, 2011, we had $3,080 in cash, as opposed to $25,920 in cash at December 31, 2010. Total cash requirements for operations for the nine month period ended September 30, 2011 was $966,025. This compared to $148,894 total cash provided by operations for the same period of 2010. The increase in total cash requirements for operations resulted mainly from the research and development expenses and the salaries. As a result of certain measures implemented to reduce corporate overhead, management estimates that cash requirements through the end of the fiscal year ended December 31, 2011 will be between $0.5 million to $2.0 million. As of the date of this Report, we do not have available resources sufficient to cover the expected cash requirements through the end of the fourth quarter of 2011 or the balance of the year. As a result, there is substantial doubt that we can continue as an ongoing business without obtaining additional financing. Management’s plans for maintaining our operations and continued existence include selling additional equity securities and borrowing additional funds to pay operational expenses. There is no assurance we will be able to generate sufficient cash from operations, sell additional shares of Common Stock or borrow additional funds. Our inability to obtain additional cash could have a material adverse effect on our financial position, results of operations and our ability to continue its existence. If our losses continue and we are unable to secure additional financing, we may ultimately be required to seek protection from creditors under applicable bankruptcy laws.

At September 30, 2011, we had total assets of $6,328,799 compared to total assets of $6,518,707 at December 31, 2010. The decrease in total assets resulted mainly from depreciation and amortization.

At September 30, 2011, we had total current liabilities of $2,598,510 compared to total current liabilities of $2,424,388 at December 31, 2010. The liabilities are mainly due to (i) accrued operational costs and (ii) loan note from a shareholder. The decrease is mainly due to the conversion of shareholders loans into common stock.

EcoloCap Solutions Inc. is a party to a lease for its Montreal (the “Montreal Lease”), at a minimum annual rent of approximately $64,000 per year. The Montreal Lease expires in February 15, 2014. The Company has vacated the premises and according to the lease, a six month rent might have to be paid if the landlord intends a lawsuit against the Company. The six month rent amount has been provisioned in the Financial Statements.

Our financial condition raises substantial doubt about our ability to continue as a going concern. Management’s plan for our continued existence includes selling additional stock through private placements and borrowing additional funds to pay overhead expenses while maintaining marketing efforts to raise our sales volume. Our future success is dependent upon our ability to achieve profitable operations, generate cash from operating activities and obtain additional financing. There is no assurance that we will be able to generate sufficient cash from operations, sell additional shares of common stock or borrow additional funds. Our inability to obtain additional cash could have a material adverse effect on our financial position, results of operations and our ability to continue as a going concern.

-14-

Contractual Obligations

The Company is a party to a lease for its Montreal office, at a minimum annual rent of approximately $64,000 per year. The Montreal Lease expires in February 15, 2014. The Company has vacated the premises and according to the lease, a six month rent might have to be paid if the landlord intends a lawsuit against the Company. The six month rent amount has been provisioned in the Financial Statements. The Company is a party to a lease for its Barrington office, at a minimum annual rent of approximately $23,000 per year. The Barrington Lease expires in May, 2013.

Off-Balance Sheet Arrangements

The Company is not a party to any off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES.

As of the end of the period covered by this report, an evaluation was carried out under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934 (the “Exchange Act”). Based on their evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

There have been no changes in the Company’s internal controls over financial reporting during the Company’s most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II OTHER INFORMATION

ITEM 1A. RISK FACTORS.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 6. EXHIBITS.

		Incorporated by reference
Exhibit Number	Document Description	Form	Date	Number	Filed herewith
3.1	Articles of Incorporation, as amended.	SB-2	5/28/04	3.1

3.2	Bylaws.	SB-2	5/28/04	3.2

3.3	Certificate of Amendment to Articles of Incorporation.	10-QSB	12/30/05	3.3

3.4	Bylaws, as amended on March 17, 2006.	10-KSB	4/13/06	3.4

-15-

10.1	Letter of Intent with XL Generation AG.	8-K	7/6/05	99.1

10.2	Share Exchange Agreement with XL Generation AG.	8-K	8/19/05	99.1

10.3	Loan Agreement with Capex Investments.	8-K	9/14/05	99.1

10.4	Form of Indemnification Agreement with Capex Investments Limited.	8-K/A	11/1/05	10.4

10.5	Common Stock Purchase Agreement with Capex Investments Limited.	8-K	11/15/05	10.5

10.6	Common Stock Purchase Agreement with Aton Selct Fund Limited.	8-K	11/15/05	10.6

10.7	Common Stock Purchase Agreement with Asset Protection Fund Limited.	8-K	11/15/05	10.7

10.8	Series A Warrant to Purchase Shares of Common Stock to Capex Investments Limited.	8-K	11/15/05	10.8

10.9	Series A Warrant to Purchase Shares of Common Stock to Aton Select Fund Limited.	8-K	11/15/05	10.9

10.10	Series A Warrant to Purchase Shares of Common Stock to Asset Protection Fund Limited.	8-K	11/15/05	10.10

10.11	Registration Rights Agreement with Capex Investments Limited.	8-K	11/15/05	10.11

10.12	Registration Rights Agreement with Aton Select Fund Limited.	8-K	11/15/05	10.12

10.13	Registration Rights Agreement with Asset Protection Fund Limited.	8-K	11/15/05	10.13

10.14	Amendment to the Common Stock Purchase Agreement with Aton Select Fund Limited.	8-K	12/08/05	10.14

10.15	Amendment to the Common Stock Purchase Agreement with Asset Protection Fund Limited.	8-K	12/08/05	10.15

10.16	Lease Agreement with 866 U.N. Plaza Associates LLC.	10-QSB	12/30/05	10.16

10.17	Exclusive Manufacturing License Agreement and Non-Exclusive Distribution Agreement with APW Inc.	10-QSB	12/30/05	10.17

10.18	Common Stock Purchase Agreement with Professional Trading Services SA.	SB-2	1/13/06	10.18

10.19	Series B Warrant to Purchase Shares of Common Stock to Professional Trading Services SA.	SB-2	1/13/06	10.19

-16-

10.20	Registration Rights Agreement with Professional Trading Services SA.	SB-2	1/13/06	10.20

10.21	Amended and Restated Common Stock Purchase Agreement with Bank Sal. Oppenheim Jr. & Cie. (Switzerland) Limited.	SB-2	1/13/06	10.21

10.22	Series B Warrant to Purchase Shares of Common Stock to Bank Sal. Oppenheim Jr. & Cie. (Switzerland) Limited.	SB-2	1/13/06	10.22

10.23	Agreement of Withdrawal from Stadium SA.	SB-2	1/13/06	10.23

10.24	License Agreement with WKF/5 Ltd.	SB-2	1/13/06	10.24

10.25	Amendment to License Agreement with WKF/5 Ltd and Alain Lemieux.	SB-2	1/13/06	10.25

10.26	Form of Subscription Agreement.	SB-2	5/28/04	99.1

10.27	Employment Agreement with Alain Lemieux.	10-KSB	4/13/06	10.27

10.28	Employment Agreement with Daniel Courteau.	10-KSB	4/13/06	10.28

10.29	Employment Agreement with Flemming Munck.	10-KSB	4/13/06	10.29

10.30	Employment Agreement with Eric Giguere.	10-KSB	4/13/06	10.30

10.31	Endorsement Agreement with La Societe 421 Productions.	10-KSB	4/13/06	10.31

10.32	Summary of terms and conditions of Oral Consulting Agreement with Greendale Consulting Limited.	10-KSB	4/13/06	10.32

10.33	Exclusive Manufacturing License Agreement with Polyprod Inc.	10-KSB	4/13/06	10.33

10.34	Management Fee Arrangement with Polyprod Inc.	10-KSB	4/13/06	10.34

10.35	Supply Contract with Febra- Kunststoffe GimbH and BASF Aktiengesellschaft.	10-KSB	4/13/06	10.35

10.36	Loan Agreement with Fiducie Alain Lemieux.	10-KSB	4/13/06	10.36

10.37	Confirmation of Debt.	10-KSB	4/13/06	10.37

10.38	Agreement with Daniel Courteau regarding Repayment of loans to Symbior Technologies Inc.	10-KSB	4/13/06	10.38

10.39	2006 Equity Incentive Plan.	10-KSB	4/13/06	10.39

10.40	Loan Agreement with Albert Beerli.	10-KSB	4/13/06	10.40

10.41	Summary of terms and conditions of Loan Agreement with Albert Beerli.	10-KSB	4/13/06	10.41

-17-

10.42	Lease Agreement with Albert Beerli.	10-KSB	4/13/06	10.42

10.43	Memorandum regarding XL Generation Canada Inc.	10-KSB	4/13/06	10.43

10.44	Stock Purchase Agreement with XL Generation AG and Stadium SA.	10-KSB	4/13/06	10.44

10.45	Common Stock Purchase Agreement with Poma Management SA.	10-QSB	9/13/06	10.45

10.46	Common Stock Purchase Agreement with Aton Select Fund Limited.	10-QSB	9/13/06	10.46

10.47	Consulting Agreement by and between Ecolocap Solutions Inc. and Lakeview Consulting LLC.	8-K	11/11/08	10.47

10.48	“ERPA” with Hong Kong Construction Investment Joint Stock Company.	8-K	12/23/08	10.1

10.49	“ERPA” with Thuong Hai Joint Stock Company.	8-K	12/23/08	10.2

10.50	“ERPA” with Vietnam Power Development Joint Stock Company.	8-K	12/23/08	10.3

10.51	“ERPA” with Hop Xuan Investment Joint Stock Company, Vietnam.	8-K	12/23/08	10.4

10.52	“ERPA” with ThangLong Education Development and Construction Import Export Investment Joint Stock Company.	8-K	12/23/08	10.5

10.53	Revised Consulting Agreement with Sodexen Inc.	8-K	12/23/08	10.6

10.54	Agreement with United Best Technology Limited.	8-K	12/23/08	10.7

10.55	Escrow Agreement with United Best Technology Limited.	8-K	12/23/08	10.8

10.56	“ERPA” with Tan Hiep Phuc Electricity Construction Joint-Stock Company Vietnam.	8-K	12/23/08	10.9

10.57	“ERPA” with Tuan Anh Hydraulic Development and Construction Investment Corporation, Vietnam.	8-K	12/23/08	10.10

10.58	“ERPA” with Lao Cai Energy & Resources Investment Joint Stock Company, Vietnam.	8-K	12/23/08	10.11

10.59	“ERPA” with Xiangton Iron and Steel Group Co. Ltd.	8-K	12/23/08	10.12	`

10.60	“ERPA” with Hunan Valin Xiangton Iron & Steel Co. Ltd.	8-K	12/23/08	10.13

10.61	“ERPA” with Hebi Coal Industry (Group) Co. Ltd.	8-K	12/23/08	10.14

10.62	“ERPA” with Hebei Jinlong Cement Group Co., Ltd.	8-K	12/23/08	10.15

-18-

10.63	“ERPA” with Bao Tan Hydro Electric Joint-Stock Company.	8-K	12/23/08	10.16

10.64	“ERPA” with Construction and Infrastruction Development Joint-Stock Company Number Nine.	8-K	12/23/08	10.17

10.65	Greenhouse Gas Offset Management Services Representation Agreement.	8-K	12/23/08	10.18

10.66	“ERPA” with Xinjiang Xiangjianfeng Energy and Technology Development Co. Ltd.	8-K	12/23/08	10.19

10.67	Technical Service Agreement with Xinjiang Xiangjinfeng Energy and Technology Development Co., Ltd.	8-K	12/23/08	10.20

10.68	Technical Service Agreement with Hebei Fengda Metallized Pellet Co., Ltd.	8-K	12/23/08	10.21

10.69	“ERPA” with Hebei Fengda Metallized Pellet Co., Ltd.	8-K	12/23/08	10.22

10.70	“ERPA” with Shandong Chengzeyuan Environment Protection Engineering Co. Ltd.	8-K	12/23/08	10.23

10.71	Technical Services Agreement with Shandong Chengzeyuan Environment Protection Engineering Co., Ltd.	8-K	12/23/08	10.24

10.72	Technical Services Agreement with Leshan Kingssun Group Co. Ltd.	8-K	12/23/08	10.25

10.73	“ERPA” with Leshan Kingssun Group Co., Ltd.	8-K	12/23/08	10.26

14.1	Code of Ethics.	10-KSB	3/31/08	14.1

31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X

31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X

32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer.				X

32.2	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Financial Officer.				X

99.1	Audit Committee Charter.	10-KSB	3/31/08	99.1

99.2	Executive Committee Charter.	10-KSB	3/31/08	99.2

99.3	Nominating and Corporate Governance Committee Charter.	10-KSB	3/31/08	99.3

99.4	Stock Option Plan.	10-KSB	3/31/08	99.4

-19-

101.INS	XBRL Instance Document.	X

101.SCH	XBRL Taxonomy Extension – Schema.	X

101.CAL	XBRL Taxonomy Extension – Calculations.	X

101.DEF	XBRL Taxonomy Extension – Definitions.	X

101.LAB	XBRL Taxonomy Extension – Labels.	X

101.PRE	XBRL Taxonomy Extension – Presentation.	X

-20-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 11th day of November, 2011.

	ECOLOCAP SOLUTIONS INC.

	BY:	MICHAEL SIEGEL
		Michael Siegel
		Principal Executive Officer and a member of the
		Board of Directors

	BY:	MICHEL ST-PIERRE
		Michel St-Pierre
		Principal Financial Officer and Principal
		Accounting Officer

-21-

EXHIBIT INDEX

		Incorporated by reference
Exhibit Number	Document Description	Form	Date	Number	Filed herewith
3.1	Articles of Incorporation, as amended.	SB-2	5/28/04	3.1

3.2	Bylaws.	SB-2	5/28/04	3.2

3.3	Certificate of Amendment to Articles of Incorporation.	10-QSB	12/30/05	3.3

3.4	Bylaws, as amended on March 17, 2006.	10-KSB	4/13/06	3.4

10.1	Letter of Intent with XL Generation AG.	8-K	7/6/05	99.1

10.2	Share Exchange Agreement with XL Generation AG.	8-K	8/19/05	99.1

10.3	Loan Agreement with Capex Investments.	8-K	9/14/05	99.1

10.4	Form of Indemnification Agreement with Capex Investments Limited.	8-K/A	11/1/05	10.4

10.5	Common Stock Purchase Agreement with Capex Investments Limited.	8-K	11/15/05	10.5

10.6	Common Stock Purchase Agreement with Aton Selct Fund Limited.	8-K	11/15/05	10.6

10.7	Common Stock Purchase Agreement with Asset Protection Fund Limited.	8-K	11/15/05	10.7

10.8	Series A Warrant to Purchase Shares of Common Stock to Capex Investments Limited.	8-K	11/15/05	10.8

10.9	Series A Warrant to Purchase Shares of Common Stock to Aton Select Fund Limited.	8-K	11/15/05	10.9

10.10	Series A Warrant to Purchase Shares of Common Stock to Asset Protection Fund Limited.	8-K	11/15/05	10.10

10.11	Registration Rights Agreement with Capex Investments Limited.	8-K	11/15/05	10.11

10.12	Registration Rights Agreement with Aton Select Fund Limited.	8-K	11/15/05	10.12

10.13	Registration Rights Agreement with Asset Protection Fund Limited.	8-K	11/15/05	10.13

10.14	Amendment to the Common Stock Purchase Agreement with Aton Select Fund Limited.	8-K	12/08/05	10.14

10.15	Amendment to the Common Stock Purchase Agreement with Asset Protection Fund Limited.	8-K	12/08/05	10.15

10.16	Lease Agreement with 866 U.N. Plaza Associates LLC.	10-QSB	12/30/05	10.16

-22-

10.17	Exclusive Manufacturing License Agreement and Non-Exclusive Distribution Agreement with APW Inc.	10-QSB	12/30/05	10.17

10.18	Common Stock Purchase Agreement with Professional Trading Services SA.	SB-2	1/13/06	10.18

10.19	Series B Warrant to Purchase Shares of Common Stock to Professional Trading Services SA.	SB-2	1/13/06	10.19

10.20	Registration Rights Agreement with Professional Trading Services SA.	SB-2	1/13/06	10.20

10.21	Amended and Restated Common Stock Purchase Agreement with Bank Sal. Oppenheim Jr. & Cie. (Switzerland) Limited.	SB-2	1/13/06	10.21

10.22	Series B Warrant to Purchase Shares of Common Stock to Bank Sal. Oppenheim Jr. & Cie. (Switzerland) Limited.	SB-2	1/13/06	10.22

10.23	Agreement of Withdrawal from Stadium SA.	SB-2	1/13/06	10.23

10.24	License Agreement with WKF/5 Ltd.	SB-2	1/13/06	10.24

10.25	Amendment to License Agreement with WKF/5 Ltd and Alain Lemieux.	SB-2	1/13/06	10.25

10.26	Form of Subscription Agreement.	SB-2	5/28/04	99.1

10.27	Employment Agreement with Alain Lemieux.	10-KSB	4/13/06	10.27

10.28	Employment Agreement with Daniel Courteau.	10-KSB	4/13/06	10.28

10.29	Employment Agreement with Flemming Munck.	10-KSB	4/13/06	10.29

10.30	Employment Agreement with Eric Giguere.	10-KSB	4/13/06	10.30

10.31	Endorsement Agreement with La Societe 421 Productions.	10-KSB	4/13/06	10.31

10.32	Summary of terms and conditions of Oral Consulting Agreement with Greendale Consulting Limited.	10-KSB	4/13/06	10.32

10.33	Exclusive Manufacturing License Agreement with Polyprod Inc.	10-KSB	4/13/06	10.33

10.34	Management Fee Arrangement with Polyprod Inc.	10-KSB	4/13/06	10.34

10.35	Supply Contract with Febra- Kunststoffe GimbH and BASF Aktiengesellschaft.	10-KSB	4/13/06	10.35

10.36	Loan Agreement with Fiducie Alain Lemieux.	10-KSB	4/13/06	10.36

10.37	Confirmation of Debt.	10-KSB	4/13/06	10.37

-23-

10.38	Agreement with Daniel Courteau regarding Repayment of loans to Symbior Technologies Inc.	10-KSB	4/13/06	10.38

10.39	2006 Equity Incentive Plan.	10-KSB	4/13/06	10.39

10.40	Loan Agreement with Albert Beerli.	10-KSB	4/13/06	10.40

10.41	Summary of terms and conditions of Loan Agreement with Albert Beerli.	10-KSB	4/13/06	10.41

10.42	Lease Agreement with Albert Beerli.	10-KSB	4/13/06	10.42

10.43	Memorandum regarding XL Generation Canada Inc.	10-KSB	4/13/06	10.43

10.44	Stock Purchase Agreement with XL Generation AG and Stadium SA.	10-KSB	4/13/06	10.44

10.45	Common Stock Purchase Agreement with Poma Management SA.	10-QSB	9/13/06	10.45

10.46	Common Stock Purchase Agreement with Aton Select Fund Limited.	10-QSB	9/13/06	10.46

10.47	Consulting Agreement by and between Ecolocap Solutions Inc. and Lakeview Consulting LLC.	8-K	11/11/08	10.47

10.48	“ERPA” with Hong Kong Construction Investment Joint Stock Company.	8-K	12/23/08	10.1

10.49	“ERPA” with Thuong Hai Joint Stock Company.	8-K	12/23/08	10.2

10.50	“ERPA” with Vietnam Power Development Joint Stock Company.	8-K	12/23/08	10.3

10.51	“ERPA” with Hop Xuan Investment Joint Stock Company, Vietnam.	8-K	12/23/08	10.4

10.52	“ERPA” with ThangLong Education Development and Construction Import Export Investment Joint Stock Company.	8-K	12/23/08	10.5

10.53	Revised Consulting Agreement with Sodexen Inc.	8-K	12/23/08	10.6

10.54	Agreement with United Best Technology Limited.	8-K	12/23/08	10.7

10.55	Escrow Agreement with United Best Technology Limited.	8-K	12/23/08	10.8

10.56	“ERPA” with Tan Hiep Phuc Electricity Construction Joint-Stock Company Vietnam.	8-K	12/23/08	10.9

10.57	“ERPA” with Tuan Anh Hydraulic Development and Construction Investment Corporation, Vietnam.	8-K	12/23/08	10.10

-24-

10.58	“ERPA” with Lao Cai Energy & Resources Investment Joint Stock Company, Vietnam.	8-K	12/23/08	10.11

10.59	“ERPA” with Xiangton Iron and Steel Group Co. Ltd.	8-K	12/23/08	10.12	`

10.60	“ERPA” with Hunan Valin Xiangton Iron & Steel Co. Ltd.	8-K	12/23/08	10.13

10.61	“ERPA” with Hebi Coal Industry (Group) Co. Ltd.	8-K	12/23/08	10.14

10.62	“ERPA” with Hebei Jinlong Cement Group Co., Ltd.	8-K	12/23/08	10.15

10.63	“ERPA” with Bao Tan Hydro Electric Joint-Stock Company.	8-K	12/23/08	10.16

10.64	“ERPA” with Construction and Infrastruction Development Joint-Stock Company Number Nine.	8-K	12/23/08	10.17

10.65	Greenhouse Gas Offset Management Services Representation Agreement.	8-K	12/23/08	10.18

10.66	“ERPA” with Xinjiang Xiangjianfeng Energy and Technology Development Co. Ltd.	8-K	12/23/08	10.19

10.67	Technical Service Agreement with Xinjiang Xiangjinfeng Energy and Technology Development Co., Ltd.	8-K	12/23/08	10.20

10.68	Technical Service Agreement with Hebei Fengda Metallized Pellet Co., Ltd.	8-K	12/23/08	10.21

10.69	“ERPA” with Hebei Fengda Metallized Pellet Co., Ltd.	8-K	12/23/08	10.22

10.70	“ERPA” with Shandong Chengzeyuan Environment Protection Engineering Co. Ltd.	8-K	12/23/08	10.23

10.71	Technical Services Agreement with Shandong Chengzeyuan Environment Protection Engineering Co., Ltd.	8-K	12/23/08	10.24

10.72	Technical Services Agreement with Leshan Kingssun Group Co. Ltd.	8-K	12/23/08	10.25

10.73	“ERPA” with Leshan Kingssun Group Co., Ltd.	8-K	12/23/08	10.26

14.1	Code of Ethics.	10-KSB	3/31/08	14.1

31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X

31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X

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32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer.				X

32.2	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Financial Officer.				X

99.1	Audit Committee Charter.	10-KSB	3/31/08	99.1

99.2	Executive Committee Charter.	10-KSB	3/31/08	99.2

99.3	Nominating and Corporate Governance Committee Charter.	10-KSB	3/31/08	99.3

99.4	Stock Option Plan.	10-KSB	3/31/08	99.4

101.INS	XBRL Instance Document.				X

101.SCH	XBRL Taxonomy Extension – Schema.				X

101.CAL	XBRL Taxonomy Extension – Calculations.				X

101.DEF	XBRL Taxonomy Extension – Definitions.				X

101.LAB	XBRL Taxonomy Extension – Labels.				X

101.PRE	XBRL Taxonomy Extension – Presentation.				X

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