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

FORM 10-K

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

For the fiscal year ended February 28, ~~2009~~2010

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

For the transition period from ____________to ____________ ~~to ____________~~

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

Delaware	80333-~~0154562~~150463	80-0154562
(State of other jurisdiction of	(I.R.S. Employer
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
incorporation or organization)	Identification No.)
3250 Oakland Hills, Fairfield California	94534
(Address of Principal Executive Offices)	(Zip Code)

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

Former address
600 Parker Road, Fairfield California 94533

707 208-6368
(Registrant's Telephone Number, including Area Code)

~~SECURITIES~~SECURITES REGISTERED ~~PURSUANT~~PURUANT TO SECTION 12(b) OF THE ACT: ~~None~~ None

~~SECURITIES~~SECURITES REGISTERED ~~PURSUANT~~PURUANT TO SECTION 12(g) OF THE ACT: Common Stock, par value $.001 per share

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

Check if there is no disclosure of delinquent filers pursuant to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is a shell company, as defined in Rule 12b-2 of the Exchange Act. Yes [ ] No [Xx ]

State issuer's revenues for its most recent fiscal year: Nil

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

Common Shares outstanding as of February 28, 2009: 3and June 15,~~600~~ 2010: 48,150,000

TABLE OF CONTENTS

PART I	2
ITEM 1: DESCRIPTION OF BUSINESS	217
ITEM 2: DESCRIPTION OF PROPERTY	1318
ITEM 3: LEGAL PROCEEDINGS	1319
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	1319
ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	13
PART II	19
ITEM 6: MANAGEMENT DISCUSSION AND ANALYSIS	14
ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	19
PART II	22
ITEM 6: SELECTED FINANCIAL DATA	20
ITEM 7: FINANCIAL STATEMENTS	22
ITEM 7: MANAGEMENT DISCUSSION AND ANALYSIS	20
ITEM 8: CONTROLS AND PROCEDURES	32
ITEM 8: FINANCIAL STATEMENTS	24
PART III	33
ITEM 9: CONTROLS AND PROCEDURES	36
ITEM 9: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS	33
PART III	37
ITEM 10: EXECUTIVE COMPENSATION	35
ITEM 10: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS	37
ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	36
ITEM 11: EXECUTIVE COMPENSATION	40
ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	36
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	42
ITEM 13: EXHIBITS AND REPORTS	37
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	42
ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES	3742
ITEM 15: EXHIBITS AND REPORTS	43

PART I

ITEM 1: DESCRIPTION OF BUSINESS

COMPANY OVERVIEW

Resource Group, Inc. (the "Company") was incorporated in the State of Delaware on April 2, 2007 to engage in the acquisition, exploration and development of natural resource properties. We are an exploration stage Company with no revenues and a limited operating history. The principal executive offices have moved and are now located at 3250 Oakland Hills, Fairfield, California 94534, formerly they were located at 600 Parker Road Fairfield, California 94533.

In December 2007 we issued 1,500,000 @ $0.001 to each of our two Directors, in aggregate 3,000,000

In February 2008 the Company offered up to 600,000 shares offered for sale for cash at $0.10 per share. The offering was fully subscribed; the Company realized a total of $60,000. The sales were made to friends and family of the Officers and Directors.

We are authorized by our Articles of Incorporation to issue 50250,000,000 shares of common stock and 10,000,000 shares of blank cheque preferred stock, par value $0.001 per share. As of May 1525, ~~2009~~ 2010, there were 3 48,~~600~~150,000 shares of common stock issued and outstanding. and no preferred stock.

As of the date of this 10K filing, we have not had any revenues, have not begun operations and we have ~~one~~cash ~~mining~~assets ~~property asset and cash~~only. ~~Our~~On ~~Company~~April ~~has~~25, 2008 ~~no employees at~~ the ~~present~~Company ~~time~~filed ~~with~~an ~~the~~S-1 ~~general administration~~Registration ~~being~~Statement ~~performed~~which atproposed noto ~~cost by our President and Director James P.~~register ~~Geiskopf~~600,000 ~~and~~common ~~our~~shares ~~Treasurer~~of ~~Ken Greenlaw. We do not expect to commence earning revenues for~~ the ~~foreseeable~~Company’s ~~future~~stock.

The Company owns a Molybdenum-Gold mining property located at Strohn Creek, further described as the Meziadin Lake Project, which is located approximately 35 kilometres east of Stewart, British Columbia. We have acquired one hundred percent (100%) of the property from the previous owner for a cash payment of US$25,515, (CAN $25,000) which includes the cost of the geological report. The property is comprised of 2 claims, British Columbia Mines and Resources tenure numbers 551606 and 551608 covering approximately 613.5 hectares (1,516 Acres). The claim extends from just west of the confluence of Surprise Creek and Strohn Creek for approximately 2 kilometres east-west and 3 kilometres north-south. A geologist was engaged by the Company to prepare a Geological Report. This report was completed January 4, 2008 in general accordance with the requirements of National Instrument 43-101 Standards for Disclosure for Mineral Projects.

~~Our~~On ~~mineral~~May ~~claims have been prospected~~27, ~~sampled~~2008 ~~and~~our ~~staked~~Registration ~~and at~~Statement ~~the~~on ~~time~~Form ~~of purchase of the mineral claims we engaged the services of Edward Kruchkowski~~S-1, commission afile ~~professional~~number ~~geologist~~333-150463, tobecame ~~prepare~~effective ~~the~~and ~~geological~~qualified ~~report.~~600,000 ~~We have~~shares ~~commenced~~of nothe ~~other~~Company’s ~~exploration~~common ~~activities~~sold onin ~~the~~February ~~claim.~~2008 ~~Our~~in ~~property~~accordance iswith ~~without~~the ~~known~~requirements ~~reserves~~of ~~and~~Section ~~there~~4(2) isoffering ~~the~~under ~~possibility that~~ the ~~Strohn~~Securities ~~Creek~~Act ~~claims~~of on1933, ~~the~~as ~~Meziadin~~amended ~~Project does not contain any reserves~~ and ~~funds~~Rule ~~that~~502 wepromulgated ~~spend on exploration will be lost~~thereunder. ~~Even~~There ifwere weno ~~complete~~underwriters ~~our~~for ~~current planned exploration~~this ~~program and are successful in identifying molybdenum, gold or other metals deposit we will be required to expend substantial funds to bring our claim to production~~offering.

AsIn aJune ~~requirement of NOTE F - SFAS No. 144 - Accounting for the Impairment or Disposal of Long-Lived Assets (Issued 8/01)~~2008, the Company is ~~required~~filed ~~periodically~~a to15c211 ~~review~~requesting ~~its~~a ~~long-lived assets and certain~~trading ~~identifiable~~symbol ~~intangibles~~on ~~held and used by an entity, for impairment whenever events or changes in circumstances indicate that~~ the ~~carrying~~OTC ~~amount~~Bulletin ~~of an asset may not be recoverable~~Board. ~~Management~~On ~~has~~July ~~reviewed~~23, ~~its~~2008 ~~mining~~the ~~property~~Company ~~asset for~~received ~~impairment~~confirmation ~~and~~from ~~has~~FINRA ~~determined~~ that the ~~adoption~~Company’s of15C211 ~~SFAS~~had ~~No.~~been ~~144~~cleared ~~requires~~for ~~that as~~an nounpriced ~~production~~quotation ~~has~~on ~~occurred and none is being planned for~~ the ~~next~~OTC 12Bulletin ~~months,~~Board ~~the Company~~and ~~fully impair~~ the ~~property,~~Pink ~~resulting~~Sheets inon ~~a write down of $25,253 being~~trading ~~100%~~Symbol ofis ~~the book value~~RSOG.

OnAs ~~April~~a ~~25,~~consequence ~~2008~~of the ~~Company~~limited ~~filed~~opportunities for funding available to an ~~S-1~~exploration ~~Registration Statement~~stage ~~which~~company ~~proposed~~in tothe ~~register~~resource ~~600~~industry,~~000~~ ~~common~~the directors ~~shares~~determined ofthat better opportunities were available in the ~~Company’s~~industrial ~~stock~~sector. In our May 31, 2009 10-Q filing were reported an opportunity had been presented and was being studied by the board of directors.

On ~~May~~June 271, ~~2008~~2009 ~~our~~the ~~Registration~~directors ~~Statement~~voted onto ~~Form~~accept ~~S-1~~an offer from EcoEmission Systems Inc of Tempe, AZ to enter into a Memorandum of Understanding ~~commission~~(MOU). ~~file~~On ~~number~~June ~~333~~9, 2009 we filed an 8-~~150463~~K with the Securities and Exchange Commission (SEC) disclosing the entry into the MOU, ~~became~~the ~~effective~~resignation of our officers James Geiskopf and ~~qualified~~Ken ~~600~~Greenlaw,~~000~~ ~~shares~~the appointment of Mr. Thomas Crom and Mr. Larry Lorenz as Directors of the Company’s ~~common~~and ~~sold~~Mr. inLorenz ~~February~~was ~~2008~~appointed to positions of President and Chief Executive Officer, while Mr. Crom was appoint Secretary, Treasurer and Chief Financial Officer. The merger is subject to Ecoemissions Systems completing their audit and other requirements contained within the MOU. On December 4, 2009 we filed an 8-K providing additional information concerning the merger and EcoEmissions Systems, Inc.

On June 2, 2009, at a special meeting of shareholders, the shareholders approved the Company’s name change to EcoEmissions Solution Inc, the increase of our authorized capital to 250,000,000 shares of common stock, par value $0.001 per share and 10,000,000 shares of blank cheque preferred stock, par value $0.001 per share, the Company’s issued and outstanding shares were rolled forward on a 30 for 1 basis and the number of directors were changed to a minimum of 2 and a maximum of 7. Effective June 2009 our trading symbol issued by FINRA is ECMZ.

On June 4, 2009 the Company sold its Strohn Creek mineral property.

The Company’s focus will be the business conducted by Eco. See business description of Eco Emissions Systems below under BUSINESS DESCRIPTION OF ECOEMISIONS SYSTEMS. INC (“ECO”)

As at the date of this report there has been limited trading of our shares. We do have stock available in the public float. Investors should be aware their investment in our securities is not liquid; there is the probability they will be unable to sell their shares and their investment will be lost.

Subsequent to the end of this fiscal year February 28, 2010, the company filed an 8-K on May 3, 2010 stating that the escrow agreement discussed in the SEC form 8K filing of December 8, 2009 concerning the sale of the shares of the Company has been successfully completed, that the resignation of Mr. Ken Greenlaw has been accepted as part of this agreement, and the Company and EcoEmissions Solution Inc are continuing with the completion of other portions of the previously disclosed agreement (MOU) relating to the purchase of Ecoemissions Systems, Inc, a Nevada corporation.

At this time, we do not have sufficient funds on hand to carry our normal operations for the next twelve (12) months, however, for the past twelve months our operations have been funded from related party loans and we have verbal commitment for the next 12 month period. Our short and long-term survival is dependent on funding from sales of securities as necessary, loans from related parties or from shareholder loans, and thus, to the extent that we require additional funds to support our operations or the expansion of our business, we may attempt to sell additional equity shares or issue debt, although there is no assurance that we will be successful. Any sale of additional equity securities will result in dilution to our stockholders.

inCurrent ~~accordance~~Business ~~with~~Description ~~the requirements~~ of ~~Section~~EcoEmissions ~~4(2)~~Solutions ~~offering under the Securities Act of 1933, as amended and Rule 502 promulgated thereunder~~Inc. ~~There were no underwriters for this offering.~~

InSince June ~~2008~~2, 2009 the Company ~~filed~~has abeen ~~15c211~~involved ~~requesting~~in the pollution control business as a ~~trading~~result of it’s agreements with EcoEmissions ~~symbol~~Systems onInc ~~the~~of ~~OTC~~Tempe, ~~Bulletin~~AZ ~~Board~~(Eco) to enter into a Memorandum of Understanding (MOU). On ~~July~~June 239, ~~2008~~2009 we filed an 8-K with the ~~Company~~Securities ~~received~~and Exchange ~~confirmation~~Commission ~~from~~(SEC) ~~FINRA~~disclosing ~~that~~the entry into the MOU, the resignation of our officers James Geiskopf and Ken Greenlaw, the appointment of Mr. Thomas Crom and Mr. Larry Lorenz as Directors of the Company’s ~~15C211~~and ~~had~~Mr. ~~been~~Lorenz ~~cleared~~was ~~for~~appointed to positions of President and Chief Executive Officer, while Mr. Crom was appoint Secretary, Treasurer and Chief Financial Officer. The merger is subject to Eco completing their audit and other requirements contained within the MOU. On December 4, 2009 we filed an 8-K detailing the conditions to be meet prior to ~~unpriced~~the ~~quotation~~completion of the merger. Under Notes to Financial Statements - Note 9 - Subsequent Events we reported that on May 10, 2010 the ~~OTC~~Company ~~Bulletin~~filed ~~Board~~on Edgar with the United States Securities and Exchange Commission an 8-K which provided additional details precedent to the ~~Pink~~Company’s ~~Sheets~~completion of the acquisition of EcoEmission Systems Inc. ~~The~~In ~~trading~~this 8-K disclosure the Company announced that the ~~Symbol~~escrow isagreement ~~RSOG~~concerning the purchase of certain shares of the Company’s stock as disclosed in its SEC filing of December 8, 2009 has been completed.

As ata ~~the~~result ~~date~~ of ~~this~~the ~~report~~MOU ~~there~~(i) ~~has~~Eco ~~not~~will ~~been~~become ~~any~~a ~~trading in~~wholly-owned ~~our~~subsidiary ~~shares.~~of Wethe ~~have~~Company, no(ii) ~~stock in~~ the ~~public~~Company ~~float.~~will ~~Investors~~have ~~should~~succeeded beto ~~aware~~the business ~~their~~of ~~investment~~Eco inwhich ~~our~~is ~~securities~~the isdesign, ~~not~~supply, ~~liquid;~~and ~~there~~manufacturing isof ~~the~~innovative, ~~probability~~easy ~~they~~to ~~will~~install beCatalyst ~~unable~~Injection toSystems™ ~~sell~~providing ~~their~~performance ~~shares~~benefits and ~~their~~exhaust emissions ~~investment~~reduction ~~will~~for bediesel ~~lost~~engines.

We ~~are~~include ~~still~~ in ~~the first phase of our growth and development. To the date of~~ this filing, weinformation ~~have~~pertaining ~~not~~to ~~had any revenues; have not begun any~~Eco ~~exploration~~including ~~operations.~~Business WeDescription, ~~have~~Products ~~one~~and ~~mining~~Services, ~~property~~Markets ~~asset~~and Customers, and ~~limited cash~~Competition. ~~Our Company~~All ~~has~~other noinformation ~~employees~~reflects at the ~~present~~current ~~time~~status ~~with the general administration~~of ~~being~~EcoEmissions ~~performed~~Solutions, atInc ~~no cost by our President and Director James P. Geiskopf and our Treasurer Ken Greenlaw. We do not expect to commence earning revenues for~~ the ~~foreseeable~~reporting ~~future~~Company.

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

~~During~~ Company ~~the~~Overview. ~~year ended February 28, 2009 we had planned to~~Eco ~~commence~~Emissions ~~and complete the first phase of the exploration program on our claims consisting of geological prospecting and assaying~~Systems, ~~(Phase~~Inc I("Eco"), ~~trenching~~incorporated ~~and detailed~~in ~~sampling of historic zones (Phase II). Do to~~ the ~~non~~State ~~availability~~ of ~~our~~ ~~geologist~~Nevada ~~and the worsening market conditions for commodities in general and Molybdenum in particular; we placed our plans~~ on ~~hold and scheduled Phase I of our exploration to commence in the~~ June ~~of 2009. Subject to exploration funds being available~~16, ~~and should we maintain this scheduled start dates, expenditure~~ on2008 ~~Phase~~intends ~~I and II are estimated~~ to ~~cost~~manufacture ~~$21~~innovative,~~000.~~ Noeasy ~~plans are currently in place~~ to ~~commence~~install ~~Phase~~Catalyst ~~III as this phase is subject to information to be obtained~~Injection ~~during~~Systems™ ~~the~~("CIS")(trademark ~~Phase~~pending) Ifor ~~and~~diesel ~~Phase~~engines ~~II work program and to funds being available to~~providing ~~complete~~performance ~~the~~benefits ~~outlined program. We will require additional capital to finance our exploration programs in 2009~~ and ~~subsequent~~exhaust ~~years.~~emissions ~~No final decisions regarding this financing have been made at this time~~reduction.

~~Our~~ Industry ~~exploration~~and ~~program~~Product ~~for~~Overview. Diesel ~~this~~owners ~~property~~and ~~includes~~operators 3are ~~phases~~continuously ~~and~~seeking better ways to harness isthe ~~detailed~~maximum inproduction from their equipment. Eco intends to improve the ~~following~~design of ~~information~~existing combustion catalyst systems to provide a reliable solution to the core problem of inefficient combustion inside the combustion chamber. Eco’s system will be designed to work with all internal combustion engines, from an individual's personal diesel car or truck to the largest diesel engines in the world.

Eco’s primary strategy centers on the development, manufacture and worldwide sale of products that support clean air initiatives and increase fuel economy. In pursuing that objective, we are committed to developing products that also improve engine performance and justify their purchase both environmentally and economically.

Customers will be compelled to use our products for one or two reasons: fuel savings and/or pollution reduction. In most applications Eco believes the customer will save $2 to $4 per year (in fuel costs) for every dollar spent on our system, enabling us to offer users a solution that will literally pay for itself. In addition, Eco anticipates customers will experience a substantial reduction in pollution emissions.

Eco’s basic products will be specially formulated catalytic fluids that include certain noble metals in a true solution, injected in mist form directly into a diesel or petrol engine's combustion chamber via the air stream using a specially designed delivery system. Eco will distinguish itself technologically by improving on existing designs of delivery systems to more efficiently, effectively, and reliably deliver the catalyst fluid into the engine prior to combustion

Market Overview. Eco plans to pursue an aggressive and systematic marketing and sales strategy to fully exploit the market potential for our products.

Phase	Exploration Program	Cost	Status
Phase 1	Prospecting, assay and evaluation of information	$6,000	Expected to be completed in June 2008, (dependent on geologist schedule).
Phase II	Localized soil surveys, trenching and sampling zones identified in historical information & Phase 1	$15,000	Expected to be completed by September 2008 (subject to consulting geologist's schedule).
Phase III	Test Diamond drilling outlined by Phase 1 and 2 programs.	$130,000	Planned for spring 2009(Depending on the results of Phase 2, consulting geologist's schedule.)
Estimated Cost		$151,000

The diesel engine market is particularly suitable for the Eco’s technology because such engines are largely used for industrial purposes that require that the engines run for long periods of time at a relatively constant speed. Under these conditions, end users consistently obtain the benefits of catalyst combustion systems.

~~Following~~ Product ~~Phase~~Testing Iand ~~of the exploration program, if it proves~~Success. ~~successful~~To inserve ~~identifying~~some ~~mineral deposits, we intend to proceed with the Phase II program in August 2008. The estimated cost~~ of the ~~Phase~~varied IImarkets ~~program~~for isits ~~$15,000 and~~products ~~will take approximately 45 days to complete~~ and anin ~~additional~~particular ~~two months for~~ the State ~~consulting~~of ~~geologist~~California, ~~to receive~~ the ~~results~~Company ~~from~~requires ~~the~~certain ~~assay~~government ~~lab~~ and ~~prepare~~industry ~~his~~verifications ~~report.~~or certifications.

~~Following~~ The ~~Phase~~applicable IIgovernment ~~of the exploration program, if it proves~~and ~~successful~~industry instandards ~~identifying~~are ~~mineral~~designed ~~deposits, we intend~~ to ~~proceed~~insure ~~with~~products ~~Phase~~provide ~~III of~~minimum ~~our exploration program subject to raising the funds. The estimated cost of~~emission ~~this~~reductions ~~program~~in isparticulate ~~$130,000~~matter ~~and~~("PM") ~~will~~as ~~take~~well ~~approximately~~as 4provide toincentives ~~5 weeks to complete~~for ~~and~~those anproducts ~~additional~~that ~~two~~reduce ~~months~~specific ~~for~~emissions ~~the~~of ~~consulting~~nitrous ~~geologist~~oxide ~~to receive the results from the assay lab and prepare his report~~("NOx").

~~The~~ Each ~~above~~governmental ~~program~~agency ~~costs~~(local, federal, ~~are~~and ~~management's~~foreign) ~~estimates~~will ~~based~~set ~~upon~~ the ~~recommendations~~criteria offor ~~the~~its ~~professional~~own ~~consulting~~verification; ~~geologist's~~however, they ~~report~~all ~~and~~generally use the same test protocol (ISO 8178) for emission testing. ~~actual~~Each ~~project~~such ~~costs~~agency ~~may~~will ~~exceed~~require ~~our~~independent ~~estimates~~testing at an approved laboratory. To the ~~date,~~extent wethat the Company can leverage any similarity its products have ~~not~~to previously ~~commenced~~certified/verified offerings, it will do so to the fullest extent ~~exploration~~allowable in an effort to minimize costs associated with such processes and diminish the time required to obtain the regulatory findings it seeks.

~~Edward~~ Eco’s ~~Kruchkowski,~~products P.require verification ~~Geo,~~and ~~the~~certification ~~consulting~~from ~~geologist~~certain ~~who~~domestic regulatory agencies, ~~prepared~~including the ~~geology~~California ~~report~~Air onResource ~~our~~Board ~~claim~~("CARB"), ~~will~~the beEnvironmental Protection ~~retained~~Agency ~~for~~("EPA") ~~our~~and ~~planned~~the Mine Safety Health Administration ~~exploration~~("MSHA") ~~programs.~~prior Weto ~~will~~sales ~~however,~~in ~~require~~certain ~~additional~~states ~~funding~~and/or to ~~proceed~~certain industries or ~~with~~to ~~Phase~~qualify ~~III~~such ~~and~~sales ~~any~~for ~~subsequent~~states’ ~~work~~environmental ontax credits. Based upon our knowledge of the ~~claim,~~technologies weavailable today and how they have nofared ~~current~~with regulatory ~~plans~~agencies oncoupled with our product design improvement strategies, Eco ~~how~~is toconfident ~~raise~~that its products will satisfy the ~~additional~~applicable ~~funding.~~government Westandards, but ~~cannot~~there ~~provide~~is ~~investors~~no assurance when or if verification or certification with ~~any~~these ~~assurance~~various ~~that~~agencies we will be ~~able~~obtained. toOther ~~raise~~industries ~~sufficient~~such ~~funds~~as tooff-road construction, ~~proceed~~farming, ~~with~~mining ~~any~~industries, as well as marine applications, in ~~work~~certain ~~after~~states ~~the~~and ~~first~~locations ~~two~~are ~~phases~~currently ofable ~~the~~to ~~exploration~~use ~~program~~Eco’s products without further governmental verification or certification.

~~BANKRUPTCY~~ Eco ORwill ~~SIMILAR~~also ~~PROCEEDINGS~~apply for EPA and MSHA verifications. EPA verification is handled through the Environmental Technology Verification process, which tests technologies to verify that the technologies achieve stated performance levels. MSHA tests products, documents pollution reduction, and then shares information on the products and their results with the U.S. mines it monitors. MSHA's goal is to promote technologies that reduce pollution, in an effort to improve the harsh environment for mine workers. MSHA results are viewed and acknowledged by mines around the world.

We Products. ~~have~~Combustion catalyst ~~not~~systems ~~been~~use the ~~subject~~same ofprinciple as a ~~bankruptcy~~catalytic converter, ~~receivership~~but orattack the ~~similar~~source ~~proceedings~~of the problem inside the combustion chamber versus trying to catch the problem in the exhaust occurring after the combustion event. The catalytic properties of platinum and other noble metals, when delivered to the right place at the right time and in the right form, significantly enhance the combustion process in order to convert pollution into production. See, "RISK FACTORS—Importance of Proprietary Rights."

~~PRODUCTS~~ Diesel ~~AND~~Fuel ~~SERVICES~~System. The Company intends to manufacture a full range of products applicable to any type of diesel machinery—off-road construction equipment, marine, buses, delivery trucks, drilling rigs, garbage trucks, generators, etc. Our diesel products will be specifically designed for easy installation and limited maintenance.

We Product doBenefits. Combustion ~~not~~catalyst ~~currently~~systems ~~have~~achieve ~~any~~low ~~products~~emissions orlevels ~~services,~~ and weimproved ~~have~~engine noperformance ~~new~~by ~~product~~causing ora ~~service~~greater ~~planned~~percentage orof ~~announced~~fuel to ~~the~~burn ~~public.~~in Asthe ~~a result~~combustion chamber, ~~we have~~where noit ~~customers~~is orconverted ~~consumers~~into ~~of our products~~power, werather ~~have~~than noin ~~principal~~the ~~suppliers~~exhaust system, orwhere ~~sources~~it ~~for raw materials and there~~ is nomerely ~~need~~converted ~~for~~into ~~government~~pollutants. ~~approval~~See, of"RISK ~~our~~FACTORS—Increased ~~products and services~~Competition."

Specifically, the benefits offered by such systems include reduced fuel costs and reduced pollutants.

Reduced fuel costs. Fuel burning efficiencies caused by the catalyst routinely allow the engine to do the same amount of work while burning 10% less fuel. Eco’s products are designed to provide significantly greater fuel efficiency by causing more of the fuel to be burned within the combustion chamber power stroke. Harmonic testing shows that a catalyst allows a greater amount of the hydrocarbon chain to burn at a lower temperature, meaning that more of the burn takes place during the "power stroke cycle" of the engine rotation and less during the "smoldering after-burn" that occurs during the exhaust cycle. By creating a higher, more efficient burn percentage during the "power stroke," the user has the choice of increasing the torque or reducing the engine’s fuel consumption.

~~MARKETS~~ Increased ~~AND~~torque. ~~CUSTOMERS~~A more complete combustion means more energy for the power stroke, resulting in increased torque. This extra torque can be harnessed and used to increase productivity, improve cycle time, and reduce costs per hour of operation.

We Reduced ~~are~~exhaust inemissions. Reduced diesel emissions is a primary goal of the ~~pre~~EPA, ~~exploration~~CARB, ~~stage~~state governments, and ~~presently~~many ~~have~~international ~~no operating~~and ~~assets~~other orair ~~customers~~quality regulatory agencies. ~~The~~Diesel ~~market~~engines are ~~for~~cited ~~metals~~with ~~that~~producing we26% ~~expect~~of tototal ~~produce~~hazardous particulate air pollution and a ~~depends~~surprising 66% of on-road ~~factors~~particulate ~~beyond~~production. ~~our~~They ~~control,~~are ~~including~~also credited as the source ~~extent~~of 20% of ~~production,~~total ~~the proximity~~indoor nitrogen oxides and ~~capacity~~as responsible for 26% of on-road ~~transportation~~NOx. ~~facilities~~A study sponsored by the Boston-based Clean Air Task Force to study diesel exhaust and ~~demand~~its ~~for~~effects ~~metals~~on humans came to the conclusion that 20,000 people die prematurely every year due to diesel fumes. Eco’s solution will enable any large diesel engine user to pollute less.

~~COMPETITION~~ Reduced engine wear. Incomplete combustion leaves unburned hydrocarbon deposits throughout an engine, causing engine wear and increasing maintenance costs over time. Catalyst will clean hydrocarbon residue by oxidizing pre-existing hydrocarbons and then will inhibit future buildup, thereby extending engine life, reducing premature engine rebuilds, and providing savings on parts, downtime, and labor.

We Vibration doalso ~~not~~takes ~~compete~~a ~~directly~~toll ~~with anyone for the exploration or~~on ~~removal~~engine ofefficiency ~~minerals from our property as we hold all interest~~ and ~~rights~~engine ~~to the claim~~longevity. ~~Readily~~The ~~available~~more ~~commodities~~complete ~~markets~~combustion ~~exist in the U.S. and around the~~achieved ~~world~~with ~~for~~catalyst ~~the~~is ~~sale~~smoother ~~of gold, silver~~ and ~~other~~more ~~minerals. Therefore~~even, wetranslating ~~will~~directly ~~likely be~~into ~~able~~less ~~to sell any gold~~overall vibration, ~~silver~~less orstrain ~~other~~on ~~minerals~~rod ~~that~~bearings ~~we are able to recover. We will be subject to competition~~ and ~~unforeseen~~main ~~limited sources and supplies in the industry in the event spot shortages arise for supplies such as dynamite~~bearings, ~~and~~ ~~certain equipment such as bulldozers~~ and ~~excavators that we will need to conduct exploration. We have not yet attempted to locate or negotiate with any suppliers of products~~, ~~equipment or services and will not do so until funds are received from this offering. If we are unsuccessful in securing the products~~potentially, ~~equipment~~longer ~~and~~engine ~~services we need we may have to suspend our exploration plans until we are able to do so~~life.

~~GOVERNMENT~~ Competition. ~~REGULATION~~Although after-market ORproducts ~~OTHER~~like ~~LEGAL~~catalytic ~~UNCERTAINTIES~~fuel ~~MAY~~additives ~~INCREASE~~that attempt to increase ~~COSTS~~fuel ~~AND~~combustion ~~OUR~~or ~~BUSINESS~~to ~~WILL~~reduce BEemissions ~~NEGATIVELY~~exist, ~~AFFECTED~~they have not been very effective since they do not introduce the catalyst in the right form, in the right amount, in the right place, or at the right time in the combustion process. See, "RISK FACTORS—Increased Competition."

~~There~~Eco ~~are~~believes ~~several~~it ~~governmental~~can ~~regulations~~secure ~~that~~a ~~materially restrict~~unique ~~mineral~~position ~~claim exploration and development. Under British Columbia mining law, engaging~~ in ~~certain types of exploration requires work permits,~~ the ~~posting~~ ~~of bonds, and the performance of remediation work for any physical~~marketplace ~~disturbance~~because toit ~~the land. While these current laws~~ will ~~not~~manufacture ~~affect specific types of exploration work, if we identify exploitable minerals~~ and ~~proceed~~market toa ~~phase two~~technology ~~which~~that ~~includes~~reduces ~~drilling~~pollution ~~operations on the Strohn Creek Claim, we will incur regulatory compliance costs based upon the size~~ and ~~scope of our operations. In~~ ~~addition,~~improves ~~new~~engine ~~regulations could increase our costs of doing business and prevent us from exploring for and the exploitation of ore deposits~~performance. ~~In addition to new laws and regulations being adopted~~Specifically, ~~existing~~Eco ~~laws~~believes ~~may be applied to mining that have not as yet been applied. These new laws may increase~~ our ~~cost~~products ofwill ~~doing~~have ~~business with~~ the ~~result~~following ~~that~~competitive ~~our financial condition and operating results may be harmed.~~ advantages:

~~ENVIRONMENTAL~~They ~~CONTROLS~~are ~~COULD~~not ~~CURTAIL~~fuel ORadditives. ~~DELAY~~The ~~EXPLORATION~~fluid ~~AND DEVELOPMENT~~will OFbe ~~OUR~~added ~~MINE~~directly ~~AND~~to ~~IMPOSE~~the combustion ~~SIGNIFICANT~~chamber ~~COSTS~~prior ONto UScombustion.
~~During~~Eco’s ~~the~~intent ~~exploration and mining processes, we are required~~ to ~~comply~~ ~~with~~improve ~~numerous~~upon ~~environmental~~a ~~laws~~system ~~and~~design ~~regulations~~that ~~imposed~~catalyzes ~~by federal and~~fuel ~~provincial~~ hydrocarbons ~~authorities,~~during ~~which~~injection ~~impose~~into ~~effluent~~the ~~and~~engine's ~~waste~~combustion ~~standards,~~chamber ~~performance~~is ~~standards~~ intended, ~~air~~in ~~quality~~part, ~~and~~to ~~emissions~~establish ~~standards~~a ~~and~~price ~~other~~advantage ~~design~~over orcompetitors ~~operational~~and improve ~~requirements~~ the prospects for ~~various~~adoption ~~components~~at ofthe ~~exploration,~~OEM ~~mining and mineral processing~~level.
~~Many~~Eco’s ~~provinces,~~products ~~including~~will British Columbia (where our Strohn Creek Moly/Gold claims are located), have also adopted regulations that establish design, operation, monitoring, and closing requirements for mining operations. Under these regulations, mining companies are required to provide ~~a reclamation~~superior ~~plan~~performance ~~and~~in ~~financial~~boosting ~~assurance including cash deposits to ensure that the reclamation plan is implemented upon completion of mining operations. Additionally~~torque, ~~British Columbia and other require mining operations to obtain and~~ ~~comply~~ improving ~~with~~fuel ~~environmental permits~~efficiency, ~~including permits regarding air emissions~~ and ~~the~~ ~~protection~~diminishing ofpollution ~~surface water and groundwater~~emissions. ~~Although we believe that we are currently in compliance with applicable federal and provincial~~
Eco’s products will be designed to maximize service intervals, thereby lowering maintenance costs.

Our primary known competitors can be categorized as follows:

Manufacturers of fuel additives. While these manufacturers may be competing for the same customer, management does not believe they offer a comparable product. They are mixed in the fuel in the tank and must remain inert in the fuel until the fuel begins to burn. This greatly reduces the engine cleansing ability and the ability to speed up the combustion processes.

Clean Diesel Technologies, Inc. Clean Diesel is a small, publicly traded company that will require additional financing for a sustained rollout of its product, which is added to the fuel before reaching the combustion chamber. Clean Diesel has obtained various regulatory verifications with respect to its products. Clean Diesel's best results come when using its fuel additive in combination with a post-combustion Diesel Oxidation Catalyst ("DOC"). The fuel additive needs to be added with every tank, while our product will be designed to last at least 400 hours before a new bottle of catalyst would be required. When the price of the DOC is added to the fuel additive, Clean Diesel’s solution would be five times more costly than ours, based upon current projections.

~~environmental~~ Manufacturers ~~laws,~~of post-combustion ~~changes~~products. inThese ~~those~~companies ~~laws~~make ~~and~~products ~~regulations~~such ~~may~~as diesel ~~necessitate~~oxidation ~~significant~~catalysts ~~capital~~and ~~outlays~~diesel orparticulate ~~delays,~~filters. ~~may~~In ~~materially~~general, ~~and~~they ~~adversely~~all focus ~~affect~~on ~~the~~reducing ~~economics~~emissions ofafter acombustion ~~given~~has ~~property~~occurred. As a result, orthey adversely ~~may~~affect ~~cause~~fuel ~~material~~economy ~~changes~~and ~~or delays~~horsepower. inThey ~~our~~do ~~intended~~however ~~exploration,~~provide ~~development~~the opportunity ~~and~~to ~~production~~use ~~activities.~~our ~~Any of~~product, ~~these~~reducing ~~results~~the ~~could~~effect ~~force~~on usfuel toeconomy ~~curtail~~and providing oroptimum ~~cease~~results ~~our~~in ~~business~~emissions ~~operations~~reductions.

~~EMPLOYEES~~ Alternative Fuels. These consist primarily of ethanol and bio-diesel fuels. These produce some emission reductions; however, there is also a power loss and increase in NOx that can be associated with them. These fuels are not price competitive without great government subsidies. The federal government is beginning to reduce these subsidies at this time.

~~Corporate~~ Market ~~Office~~Development. In general, Eco’s system will be designed for use with all diesel engine applications. However, Eco anticipates that the most significant cost reductions will be experienced in applications where the engine operates continuously at a steady power level, such as electrical power generators. Therefore, Eco’s key target markets include the end-users/owners of:

WeElectrical ~~currently~~Power ~~have no employees. We do use our executive~~Generators officers, namely, James P. Geiskopf, the president and director of the Company currently devotes approximately 4 to 6 hours per week providing management services to us. Ken Greenlaw, the secretary/ treasurer and director of the Company, currently devotes approximately 6 to 10 hours per month to the Company, but will be available to assist Mr. Geiskopf with some of his duties as and when needed.
~~There~~Mining ~~are no formal employment agreements between the Company~~ and ~~our~~Construction ~~current executive officers.~~ Equipment
~~Strohn~~Shipping ~~Creek~~and ~~Mineral~~Transportation ~~Claims~~Equipment, including Buses
WeMarine ~~do not currently have any employees working on these mineral~~Equipment ~~claims.~~
~~RESEARCH~~Agricultural ~~AND~~Equipment, ~~DEVELOPMENT~~including ~~EXPENDITURES~~Diesel-powered Irrigation Water Pumps
WeMilitary ~~have not incurred any research or development expenditures~~Equipment ~~since our incorporation.~~
~~PATENTS~~Municipal ~~AND~~Equipment ~~TRADEMARKS~~and Trucks

We The ~~have~~Eco’s nomarkets ~~current~~are ~~plans~~worldwide in ~~for~~scope. ~~any~~Governmental ~~registrations~~regulations ~~such~~requiring asmore ~~patents,~~stringent environmental ~~trademarks~~controls on vehicle and equipment operations continue to restrict permissible pollutants. While domestic environmental regulations, ~~copyrights~~including federal, ~~franchises~~state and local laws, ~~concessions~~increase the necessity for products like ours, ~~royalty~~the ~~agreements~~growing ortrend internationally ~~labor~~toward more stringent pollution laws will expand our potential ~~contracts~~customer base. WeFor instance, China has announced that it will ~~assess~~blacklist cities that fail to reach the ~~need~~national ~~for~~air ~~any~~quality ~~copyright~~standard, ~~trademark~~according orto ~~patent~~a senior ~~applications~~official onof anthe ~~ongoing~~country's ~~basis~~environmental agency. The list will be announced regularly to warn cities of deteriorating air quality. As a penalty, they will issue risk warnings to investors who consider investing in the cities that have been blacklisted for several consecutive years.

This potential market overseas is magnified by the fact that much of the equipment used in many foreign countries is older with fewer currently existing pollution control mechanisms than similarly used domestic equipment. See, "RISK FACTORS—Ability to Respond to Regulatory Change."

~~RISKS~~ Sales ~~RELATED~~Strategy. TOEco ~~OUR~~plans to ~~BUSINESS~~market and sell its products and will implement distribution agreements with reputable distributors that have proven themselves within their territories and industry segments. See, "RISK FACTORS—Ability to Manage Change; Development-Stage Company; Limited Operating History."

We Governmental Regulation. Eco’s Management does not believe there are aany ~~new~~significant ~~enterprise~~governmental regulations ~~intending~~impacting or threatening to ~~engage~~impact inits ~~the~~operations. ~~business~~Furthermore, ofit ~~mining~~does ~~exploration~~not ~~and~~believe ~~development.~~there ~~The~~are ~~business~~any material effects of ~~acquiring~~complying with applicable federal, ~~developing~~state, or local laws and ~~producing~~ ~~mineral~~regulations ~~reserves~~that isgovern ~~inherently~~any ~~risky.~~anticipated business activities of the Eco.

WE However, ~~ARE~~federal, ANstate ~~EXPLORATION~~and international ~~STAGE~~government ~~COMPANY~~regulation ~~WITH~~could ~~ONE~~have ~~MINERAL~~a ~~PROPERTY~~significant impact on the ~~AND~~desirability NOand ~~OPERATING~~acceptance ~~HISTORY~~of INthe ~~THE~~Eco's ~~BUSINESS~~products OFin ~~MINING~~the ~~EXPLORATION~~market ~~AND~~place. ~~DEVELOPMENT~~Eco will attempt to design our products to address certain pollution control mandates from regulatory authorities. Accordingly, Eco will continue to monitor such ~~ACCORDINGLY~~authorities to understand their requirements and also confirm that, ~~YOU~~when ~~WILL~~used properly, ~~HAVE~~Eco’s NOproducts ~~BASIS~~will ~~UPON~~continue ~~WHICH~~to TOsatisfy ~~EVALUATE~~the ~~OUR~~same. ~~ABILITY~~In TOthe event and to the extent such regulatory ~~ACHIEVE~~requirements ~~OUR~~change, ~~BUSINESS~~Eco ~~OBJECTIVES~~may be required to modify or improve our products accordingly. In addition, with respect to international regulation, Eco will need to monitor the political climate to make sure that our products will be acceptable and price competitive in foreign jurisdictions, where local companies may be provided with advantages from their own governments. In such markets, Eco’s marketing and sales efforts will have to be designed to help Eco remain a viable and competitive option to potential customers. See, "RISK FACTORS—Ability to Respond to Regulatory Change; Risks From International Operations; Development-Stage Company; Limited Operating History."

We are an exploration stage company and have no current properties or operations. Our business plan involves our engagement in mineral exploration, which may include our acquisition and development, in Western Canada and elsewhere, of mining properties. As a proposed mineral exploration and development company with no operating history or properties and related assets, it is difficult for potential investors to evaluate our business. Our proposed operations are therefore subject to all of the risks inherent in the establishment of a new business enterprise and must be considered in light of the expenses, difficulties,

~~complications~~The ~~and~~Technology delays frequently encountered in connection with the formation of any new business, as well as those risks that are specific to the resource industry. Investors should evaluate us in light of the delays, expenses, problems and uncertainties frequently encountered by companies developing markets for new products, services and technologies. We may never overcome these obstacles.

~~Our~~EcoEmissions ~~business~~Systems, isInc. ~~speculative~~(Eco) ~~and~~has ~~depends~~the ~~upon~~core management, important customers and the ~~implementation of~~distributor ~~our~~network ~~business~~for ~~plan~~a ~~and~~revolutionary ~~our~~product ~~ability~~that has repeatedly been shown to ~~enter~~be ~~into~~successful ~~agreements~~to ~~with~~significantly ~~third~~reduce ~~parties~~fuel consumption for ~~the~~diesel ~~rights~~engines towhile ~~exploit~~simultaneously ~~mineral~~dramatically ~~reserves~~reducing harmful onexhaust ~~terms~~emissions. ~~that~~EcoEmissions ~~will~~Systems, beInc. ~~commercially~~owns core knowledge of ~~viable~~design, ~~for~~manufacture, usintellectual property, marketing and sales as well as a strong distributor base and all important customers.

~~OUR~~EcoEmissions ~~PROBABLE~~Systems, ~~LACK~~Inc. OFprovides ~~DIVERSIFICATION~~cost-effective, ~~WILL~~emissions compliance ~~INCREASE~~solutions ~~THE~~for ~~RISK~~diesel OFfleet owners. Eco designs, manufactures and ANsells ~~INVESTMENT~~proprietary INproducts USthat reduce harmful exhaust emissions and increase the fuel efficiency of “off-road,” AS“on-road” ~~OUR~~and ~~FINANCIAL~~“stationary” ~~CONDITION~~diesel ~~AND~~engines. Eco’s ~~RESULTS~~flagship OFproduct, ~~OPERATIONS~~the ~~MAY~~EES Process, can generally be easily installed in ~~DETERIORATE~~the IFfield WEon ~~FAIL~~virtually TOany ~~DIVERSIFY~~diesel engine in less than three hours by a qualified technician. Once installed, the EES Process has been shown to:

~~Our~~Reduce ~~business will focus on~~ the ~~mining~~amount ~~industry in a single or limited number~~ of ~~businesses~~harmful ~~and~~pollutants ~~properties.~~exhausted ~~Larger companies have the ability to manage their risk~~ by ~~diversification. However, we will lack diversification, in terms of both the nature and geographic scope of our business. As~~ a ~~result, we~~diesel ~~will likely be impacted more acutely by factors affecting our industry or the regions in which we operate than we would if our business were more diversified, enhancing our risk profile~~engine. ~~If we cannot diversify our operations, our financial~~ ~~condition and results of operations could deteriorate.~~
~~STRATEGIC~~Decrease ~~RELATIONSHIPS~~the ~~UPON~~amount ~~WHICH~~of WEfuel ~~MAY~~consumed ~~RELY~~by ~~ARE~~a ~~SUBJECT~~diesel ~~TO CHANGE, WHICH MAY DIMINISH OUR ABILITY TO CONDUCT OUR OPERATIONS~~engine.
~~Our~~Increase ~~ability~~the toamount ~~successfully~~of ~~acquire~~available ~~mineral~~power ~~properties,~~produced ~~to discover~~by reserves, to participate in extraction opportunities and to identify and enter into commercial arrangements with customers will depend on our developing and maintaining close working relationships with industry participants and on our ability to select and evaluate suitable businesses and properties and to consummate transactions in a ~~highly~~diesel ~~competitive environment~~engine. ~~These realities are subject to change and may impair our ability to grow.~~
ToExtend ~~develop~~engine ~~our~~life ~~business,~~by wereducing ~~will~~internal ~~endeavour~~soot ~~to use the business relationships of our management to enter into strategic relationships~~buildup, ~~which~~improving ~~may~~engine ~~take~~ harmonics ~~the form of joint ventures with private parties~~ and ~~contractual arrangements~~reducing ~~with~~operating ~~other resource companies, including those that supply equipment and other resources that we expect to use in our business~~temperatures. We may not be able to establish these strategic relationships, or if established, we may not be able to maintain them. In addition, the dynamics of our relationships with strategic partners may require us to incur expenses or undertake activities we would not otherwise be inclined to in order to fulfil our obligations to these partners or maintain our relationships. If our strategic relationships are not established or maintained, our business prospects may be limited, which could diminish our ability to conduct our operations.

WEThe ~~MAY~~EES ~~NOT~~Process BEhas ~~ABLE~~been TOshown ~~EFFECTIVELY~~to ~~ESTABLISH~~reduce ~~MINING~~harmful ~~OPERATIONS~~emissions and ORfuel ~~MANAGE~~consumption. ~~OUR~~The ~~GROWTH~~EES Process is a pre-combustion emissions control device that injects a platinum-based catalyst in the form of an aerosol mist directly into the engine’s air intake duct via a catalyst delivery system. The intake air mixes with the catalyst and is transported to the combustion chamber where it begins a cleansing process in the engine. As the engine becomes free of carbon buildup, ~~WHICH~~the ~~MAY~~catalyst ~~HARM~~begins ~~OUR~~to ~~PROFITABILITY~~react with the incoming fuel. Efficiencies in this process reduce fuel necessary to do the job, reduce exhaust temperatures, and greatly reduce unburned pollutants that enter the atmosphere. In addition, the performance of power reducing products such as catalytic converters and diesel particulate filters can be enhanced by the addition of the EES Process.

~~Our~~BANKRUPTCY ~~strategy~~OR ~~envisions~~SIMILAR ~~establishing~~PROCEEDINGS and expanding our mining business. If we fail to effectively establish mining operations and thereafter manage our growth, our financial results could be adversely affected. Growth may place a strain on our management systems and resources. We must continue to refine and expand our business development capabilities, our systems and

The Company has not been the subject of a bankruptcy, receivership or similar proceedings.

MARKETS AND CUSTOMERS PERTAINING TO ECO

Market Development. In general, Eco’s system is be designed for use with all diesel engine applications. However, Eco anticipates that the most significant cost reductions will be experienced in applications where the engine operates continuously at a steady power level, such as electrical power generators. Therefore, Eco’s key target markets include the end-users/owners of:

~~processes~~Electrical ~~and~~Power ~~our access to financing sources. As we grow, we~~Generators ~~must continue to hire, train, supervise and manage new employees. We cannot assure you that we will be able to:~~
* meetMining our capital needs; * expand our systems effectively or efficiently or in a timely manner; * allocate our human resources optimally; * identify and ~~hire~~Construction ~~qualified employees or retain valued employees;~~Equipment ~~or * incorporate effectively the components of any business that we may acquire in our effort to achieve growth.~~
IfShipping ~~we are unable to manage our growth, our operations~~ and ~~our financial~~Transportation ~~results could be adversely affected by inefficiency~~Equipment, ~~which~~including ~~could~~Buses ~~diminish our profitability.~~
~~OUR~~Marine ~~BUSINESS MAY SUFFER IF WE DO NOT ATTRACT AND RETAIN~~Equipment ~~TALENTED PERSONNEL.~~
~~Our~~Agricultural ~~success will depend in large measure on the abilities~~Equipment, ~~expertise,~~ ~~judgment,~~including ~~discretion~~Diesel-powered ~~integrity~~Irrigation ~~and~~Water ~~good faith of our management and~~Pumps ~~other personnel in conducting our intended business. We presently have a small management team, which we intend to expand in conjunction with our planned operations and growth.~~
~~The~~Military ~~loss of a key individual or our inability to attract~~Equipment ~~suitably qualified staff could materially adversely impact our business.~~
~~Our~~Municipal ~~success~~Equipment ~~depends on the ability of our management~~ and ~~employees~~ toTrucks interpret market and geological data correctly and to interpret and respond to economic, market and other conditions to locate and adopt appropriate investment opportunities, monitor such investments, and ultimately, if required, to successfully divest such investments. Further, no assurance can be given that our key personnel will continue their association or employment with us or that replacement personnel with comparable skills can be found. We have sought to and will continue to ensure that management and any key employees are appropriately compensated; however, their services cannot be guaranteed. If we are unable to attract and retain key personnel, our business may be adversely affected.

~~OUR~~ The ~~MANAGEMENT~~Eco’s ~~TEAM~~markets ~~DOES~~are ~~NOT~~worldwide in ~~HAVE~~scope. ~~EXTENSIVE~~Governmental ~~EXPERIENCE~~regulations INrequiring more stringent environmental ~~PUBLIC~~controls ~~COMPANY~~on ~~MATTERS~~vehicle and equipment operations continue to restrict permissible pollutants. While domestic environmental regulations, ~~WHICH~~including ~~COULD~~federal, ~~IMPAIR~~state and ~~OUR~~local ~~ABILITY~~laws, TOincrease ~~COMPLY~~the ~~WITH~~necessity ~~LEGAL~~for ~~AND~~products like ours, the growing trend ~~REGULATORY~~internationally ~~REQUIREMENTS~~toward more stringent pollution laws will expand our potential customer base. For instance, China has announced that it will blacklist cities that fail to reach the national air quality standard, according to a senior official of the country's environmental agency. The list will be announced regularly to warn cities of deteriorating air quality. As a penalty, they will issue risk warnings to investors who consider investing in the cities that have been blacklisted for several consecutive years.

~~Our~~This ~~management~~potential ~~team~~market ~~has~~overseas ~~had~~is ~~limited~~magnified ~~U.S.~~by ~~public company management experience or responsibilities, which could impair our ability to comply with legal and regulatory requirements such as~~ the ~~Sarbanes-Oxley~~fact ~~Act of 2002 and applicable federal securities laws including filing required reports and other information required on a timely basis. There can be no assurance~~ that ~~our~~much ~~management~~of ~~will~~the beequipment ~~able~~used ~~to implement and affect programs and policies~~ in ~~an effective~~many ~~and~~foreign ~~timely~~countries ~~manner~~is ~~that~~older ~~adequately responds to increased legal, regulatory compliance and reporting requirements imposed by such laws and regulations. Our failure to comply~~ with ~~such laws and regulations could lead to~~fewer ~~the~~currently ~~imposition~~existing ofpollution ~~fines~~control ~~and~~mechanisms ~~penalties~~than ~~and~~similarly ~~further~~used ~~result in the deterioration of~~domestic ~~our business~~equipment.

~~RISKS~~Sales ~~RELATED~~Strategy. TOEco ~~OUR~~plans ~~FINANCIAL~~to ~~CONDITION~~market and sell its products and will implement distribution agreements with reputable distributors that have proven themselves within their territories and industry segments.

~~Future~~COMPETITION ~~acquisitions~~PERTAINING ~~and~~TO ~~future~~ECO ~~development, production and marketing activities, as well as our administrative requirements (such as salaries, insurance expenses and general overhead expenses,~~

Eco understands that, although after-market products like catalytic fuel additives that attempt to increase fuel combustion or to reduce emissions exist, they have not been very effective since they do not introduce the catalyst in the right form, in the right amount, in the right place, or at the right time in the combustion process.

Eco believes it can secure a unique position in the marketplace because it will manufacture and market a technology that reduces pollution and improves engine performance. Specifically, Eco believes our products will have the following competitive advantages:

They are not fuel additives. The fluid will be added directly to the combustion chamber prior to combustion.
Eco’s intent to improve upon a system design that catalyzes fuel hydrocarbons during injection into the engine's combustion chamber is intended, in part, to establish a price advantage over competitors and improve the prospects for adoption at the OEM level.
Eco’s products will provide superior performance in boosting torque, improving fuel efficiency, and diminishing pollution emissions.
Eco’s products will be designed to maximize service intervals, thereby lowering maintenance costs.

Our primary known competitors can be categorized as follows:

as Manufacturers ~~well~~of post-combustion asproducts. ~~legal~~These ~~compliance~~companies ~~costs~~make products such as diesel oxidation catalysts and ~~accounting~~diesel ~~expenses)~~particulate ~~will~~filters. In general, they all focus ~~require~~on reducing emissions after combustion has occurred. As a ~~substantial~~result, ~~amount~~they adversely ofaffect ~~additional~~fuel ~~capital~~economy and ~~cash~~horsepower. ~~flow~~They do however provide the opportunity to use our product, reducing the effect on fuel economy and providing optimum results in emissions reductions.

~~The~~ Alternative ~~proceeds~~Fuels. ~~from our private offerings completed during the 11~~These ~~months~~consist ~~ended~~primarily ~~February 2008, provide us with a limited amount~~ of ~~working~~ethanol ~~capital~~ and isbio-diesel ~~not sufficient to fund our proposed operations~~fuels. WeThese ~~will~~produce ~~require additional~~some ~~capital to continue to operate our business and our proposed~~emission ~~operations.~~reductions; Wehowever, ~~may~~there beis ~~unable~~also toa ~~obtain~~power ~~additional~~loss ~~capital as~~ and ~~when~~increase ~~required. We may not be successful~~ in ~~locating~~NOx ~~suitable~~that ~~financing~~can ~~transactions in the time~~be ~~period~~associated ~~required~~with ~~or at all, and we may not obtain the capital we require by other means~~them. IfThese wefuels doare not ~~succeed~~price incompetitive ~~raising~~without ~~additional capital, the capital we have~~great ~~received~~government tosubsidies. ~~date~~The ~~may~~federal ~~not~~government beis ~~sufficient~~beginning to ~~fund~~reduce ~~our operations going forward~~these ~~without~~subsidies ~~obtaining~~at ~~additional~~this ~~capital financing~~time.

WeRISKS ~~may~~RELATED ~~not~~TO beOUR ~~successful~~BUSINESS inAND ~~locating~~OUR ~~suitable financing~~INDUSTRY transactions in the time period required or at all, and we may not obtain the capital we require by other means. If we do not succeed in raising additional capital, the capital we have received to date may not be sufficient to fund our operations going forward without obtaining additional capital financing.

~~Any~~RISK ~~additional~~FACTORS capital raised through the sale of equity may dilute your ownership percentage. This could also result in a decrease in the fair market value of our equity securities because our assets would be owned by a larger pool of outstanding equity. The terms of securities we issue in future capital transactions may be more favourable to our new investors, and may include preferences, superior voting rights and the issuance of warrants or other derivative securities, and issuances of incentive awards under equity employee incentive plans, which may have a further dilutive effect.

~~Our~~ The ~~ability~~purchase to obtain needed financing may be impaired by such factors as the capital markets (both generally and in the resource industry in particular), our status as a new enterprise without a demonstrated operating history, the location of ~~our mineral properties and the price of minerals on the~~Shares ~~commodities~~involves ~~markets~~various ~~(which~~elements ~~will impact the amount~~ of ~~asset-based~~risk ~~financing available~~including, tobut ~~us)~~not orlimited ~~the retention or loss of key management. Further~~to, ~~if mineral prices on~~ the ~~commodities markets decrease, then our revenues will likely~~risk ~~decrease,~~factors ~~and~~discussed ~~such decreased revenues may increase our requirements for capital~~below. If ~~the~~Prospective ~~amount~~investors ofshould ~~capital~~carefully weconsider ~~are able to raise from financing activities is not~~the ~~sufficient~~following torisks ~~satisfy~~before ~~our~~making ~~capital~~an ~~needs,~~investment ~~we may be required to cease our operations~~decision.

We Need ~~may~~for ~~incur~~Funding. ~~substantial~~We presently ~~costs~~need inadditional ~~pursuing future capital~~ financing, ~~including~~to ~~investment~~fund ~~banking~~our ~~fees,~~immediate ~~legal~~and ~~fees,~~future ~~accounting fees,~~operations. ~~securities~~The ~~law~~Company ~~compliance~~currently ~~fees,~~has ~~printing~~no ~~and~~cash ~~distribution~~available ~~expenses~~for ~~and~~its ~~other costs.~~operations Weand ~~may~~is ~~also~~dependent upon beproceeds ~~required~~of tothe ~~recognize~~sale ~~non-cash~~of ~~expenses~~its ~~in connection with certain~~ securities weto ~~may~~fund ~~issue,~~its ~~such~~current ~~as convertible notes~~ and ~~warrants, which~~proposed ~~may adversely impact~~operations.

WE Need ~~HAVE~~for AAdditional Funding. ~~HISTORY~~There OFcan ~~LOSSES~~be ~~AND~~no ANassurance ~~ACCUMULATED~~that ~~DEFICIT~~the ~~AND~~financing offered in a public ~~EXPECT~~traded TOcompany ~~CONTINUE~~will TObe ~~INCUR~~sufficient ~~LOSSES~~to ~~UNTIL~~fully WEfund ~~ESTABLISH~~the ~~PROFITABLE~~Eco’s ~~BUSINESS~~future operations. ~~OPERATIONS~~Accordingly, we expect that we may need to continue raising funds to fully develop and market our products. ~~THIS~~Future ~~COULD~~issuances ~~DRIVE~~of ~~THE~~additional ~~PRICE~~securities OFmay be ~~OUR~~on ~~STOCK~~more ~~DOWN~~favorable terms than the Shares offered in this offering. We may also seek debt financing. We cannot, however, predict the timing or amount of our capital requirements at this time. The amount of additional capital that may be required is dependent upon, among other things, the expansion of existing financial resources, the availability of other financing on favorable terms, and future operating results. Of course, there can be no assurance that additional financing will be available, or if available, on acceptable terms. The Company's inability to raise financing when needed would have a material adverse effect on our business, financial condition, and results of operations.

We Development ~~incurred~~Stage Company; Limited Operating History. Eco is a ~~net~~development ~~loss~~stage ofcompany ~~$79~~formed in 2008. Thus,~~888~~ ~~for~~we have a limited operating history. Any potential investor should evaluate the ~~year~~Company ~~ended~~in ~~February~~light of the expenses, delays, uncertainties, and 28complications typically encountered by early-stage businesses, ~~2009~~many of which will be beyond our control. Eco’s planned expense levels are and ~~accumulated~~will ~~deficit~~continue to be based in ~~the~~part ~~aggregate~~on ~~amount~~Eco’s ofexpectations ~~$98~~concerning future revenue,~~389~~ which is difficult to forecast accurately based on our stage of development. Eco may be unable to adjust spending in a timely manner to compensate for any unexpected shortfall in revenue. To the extent that these expenses precede or are not ~~period~~rapidly ~~from~~followed ~~inception~~by ~~April2,~~a ~~2007~~corresponding toincrease ~~February~~in 28revenue, ~~2009~~our business, operating results, and financial condition may be materially and adversely affected. Because IfEco weis ~~fail~~a small company with limited working capital, Eco outsourced manufacturing activities to ~~achieve~~minimize costs. Currently, Eco’s network for product ~~profitability~~distribution is in the beginning stages of development both domestically and internationally. ~~continue~~Failure to ~~incur~~obtain ~~losses~~governmental certification or verification could have a material adverse effect on Eco’s business. Moreover, ~~the~~lobbying efforts ~~price~~by ofother ~~our~~parties ~~common~~selling ~~stock~~competing ~~can~~alternative beproducts may succeed in ~~expected~~promulgating tonew ~~fall~~federal, state and international regulations that could render Eco’sproducts less desirable.

~~OUR~~Future ~~INDEPENDENT~~revenues ~~REGISTERED~~and ~~PUBLIC~~operating ~~ACCOUNTING~~results ~~FIRM~~may ~~HAS~~fluctuate ~~EXPRESSED~~as a result ~~DOUBT~~of OFour ~~OUR~~being ~~ABILITY~~a TOdevelopment ~~CONTINUE~~stage AScompany ~~GOING~~and ~~CONCERN~~other factors, including the demand for the Company's products and services, the timing and cost of new product and service introductions and product enhancements, changes in the mix of products and services sold and in the mix of sales by distribution channels, the size and timing of customer orders, changes in pricing policies by the Company or its competitors, changes in foreign currency exchange rates, execution of new agreements with distributors, regulatory conditions in the industry and general economic conditions. Many of the factors that could impact our financial results are not within the Company's control and could have a material adverse effect on our business. Accordingly, there can be no assurance that the Company will be profitable in the future. See, "BUSINESS—Market Development; Operations."

~~THIS~~Eco ~~COULD~~faces ~~MAKE~~competition ITand ~~MORE~~technological ~~DIFFICULT~~advances ~~FOR US TO RAISE FUNDS AND~~by ~~ADVERSELY AFFECT OUR RELATIONSHIPS WITH LENDERS, INVESTORS AND SUPPLIERS~~competitors.

~~Our~~ There ~~independent~~is ~~registered~~significant ~~public accounting firm, Moore~~competition ~~&Associates~~among ~~Chartered,~~companies ~~have~~that ~~added~~provide ansolutions ~~explanatory~~for ~~paragraph~~pollutant toemissions ~~their~~from ~~audit~~diesel ~~opinion~~engines. ~~issued~~Several incompanies ~~connection~~market ~~with~~products ~~our~~that ~~consolidated~~compete ~~financial~~directly ~~statements~~with ~~for the~~our ~~period~~products. ~~ended~~Other ~~February~~companies ~~29,~~offer ~~2007~~products ~~and~~that ~~2005~~potential ~~with~~customers ~~respect~~may consider to ~~their~~be ~~doubt~~acceptable ~~about~~alternatives ~~our ability~~ to ~~continue.~~our ~~The~~products ~~Company~~and ~~has~~services. ~~incurred~~We ~~operating~~face ~~losses since its~~direct ~~inception~~competition infrom ~~April~~companies ~~2007,~~with ~~and~~greater ~~has an accumulated deficit of ($98~~financial,~~389)~~ ~~at February 28~~technological, ~~2009, which together raises doubt about the Company’s ability to continue as~~manufacturing aand ~~going~~personnel ~~concern~~resources. ~~Our~~Newly ~~ability~~developed toproducts ~~continue~~could ~~as a going concern will~~ be ~~determined by~~more ~~our~~effective ~~ability to sustain a successful level of operations~~ and ~~to continue to~~ ~~raise~~cost ~~capital~~efficient ~~from~~than ~~debt,~~our ~~equity~~current ~~and~~or ~~other~~future ~~sources~~products. ~~The~~We ~~accompanying~~also ~~consolidated~~face indirect ~~financial~~competition ~~statements~~from dovehicles ~~not~~using ~~include~~alternative ~~any~~fuels, ~~adjustments~~such ~~that~~as ~~might~~methanol, ~~result from the~~hydrogen, ~~outcome~~ethanol ofand ~~this uncertainty~~electricity.

~~RISKS~~ Other ~~RELATED~~potential TOalternatives ~~OUR~~to Eco’s ~~INDUSTRY~~products may emerge. Our competitors may be able to respond more quickly to new or emerging technologies and changes in customer requirements, or devote greater resources to the development, promotion and sale of their products and services than we can. While we believe our technology is widely regarded as competitive at the present time, there can be no assurance that our competitors will not succeed in developing products or technologies that are better or more cost effective. In addition, current and potential competitors may make strategic acquisitions or establish cooperative relationships among themselves or with third parties, thereby increasing their ability to address the needs of customers. Accordingly, it is possible that new competitors or alliances among current and new competitors may emerge and rapidly gain significant market share. In addition, if we achieve significant success it could draw additional competitors into the market and new technology could be developed.

~~GOVERNMENT~~ The ~~REGULATION~~Company's ORability ~~OTHER~~to ~~LEGAL~~compete successfully ~~UNCERTAINTIES~~in ~~MAY~~the ~~INCREASE~~sale of its products will depend in large part upon its ~~COSTS~~ability ~~AND~~to ~~OUR~~implement ~~BUSINESS~~successfully ~~WILL~~its BEstrategy ~~NEGATIVELY~~of ~~AFFECTED~~leveraging the verification and certification process which includes the development of a functional and effective distribution system of productive sales agents and distributors. There can be no assurance that the Company will be able to compete successfully in the future, nor that future competition for product sales will not have a material adverse effect on the business, results of operations and financial condition of the Company. See, "BUSINESS—Competition."

~~There~~Eco ~~are~~depends ~~several~~on ~~governmental~~intellectual ~~regulations~~property ~~that materially restrict mineral claim exploration~~ and ~~development. Under British Columbia mining law, engaging in certain types of exploration requires work permits,~~ the ~~posting~~ offailure ~~bonds, and the performance of remediation work for any physical disturbance~~ to ~~the land. While these current laws will not affect specific types~~ ofprotect exploration work, if we identify exploitable minerals and proceed to phase two which includes drilling operations on the Strohn Creek Claim, we will incur regulatory compliance costs based upon the size and scope of our ~~operations.~~intellectual ~~In addition,~~property ~~new regulations~~ could ~~increase~~adversely ~~our~~affect costs of doing business and prevent us from exploring for and the exploitation of ore deposits. In addition to new laws and regulations being adopted, existing laws may be applied to mining that have not as yet been applied. These new laws may increase our ~~cost~~future ofgrowth ~~doing business with the result that our financial condition~~ and ~~operating results may~~ ~~be harmed~~success.

~~RESERVE~~ Eco ~~ESTIMATES~~relies ~~ARE~~on ~~POTENTIALLY~~patent, ~~INACCURATE~~trademark and copyright law, trade secret protection, and confidentiality and other agreements with employees, customers, partners and others to protect our intellectual property. However, some of our intellectual property is not covered by any patent or patent application, and, despite precautions, it may be possible for third parties to obtain and use our intellectual property without authorization.

~~Estimate~~ We ofdo ~~reserves~~not onknow ~~property~~whether ~~is either “proven reserves” or~~any ~~“probable~~patents ~~reserves.”~~will Atbe ~~this~~issued ~~time~~from wepending ~~have~~or nofuture ~~proven~~patent ~~reserves~~applications or ~~probable reserves.~~whether ~~Ore reserve figures and costs are primarily estimates and are not~~the ~~guarantees~~scope ~~that~~of ~~we will recover~~ the ~~indicated~~issued ~~quantities~~patents ofis ~~these~~sufficiently ~~metals. Estimated~~broad ~~proven~~to ~~reserve~~protect ~~quantities~~our ~~based~~technologies ~~on sampling and testing of sites~~or ~~conducted~~processes. byMoreover, ~~the~~patent ~~Company~~applications orand byissued ~~independent~~patents ~~companies~~may ~~hired~~be bychallenged ~~the Company.~~or ~~Probable~~invalidated. ~~reserves~~We ~~are~~could ~~based~~incur onsubstantial ~~information~~costs ~~similar~~in toprosecuting ~~that~~or ~~used~~defending ~~for proven~~patent ~~reserves,~~infringement ~~but~~suits. ~~the sites for sampling are less extensive~~Furthermore, ~~and~~ the ~~degree~~laws of ~~certainty~~ issome ~~less.~~foreign ~~Reserve~~countries ~~estimation~~may ~~is an interpretive process based upon~~not ~~available~~protect ~~geological~~intellectual ~~data~~property ~~and~~rights ~~statistical~~to ~~inferences~~the ~~and~~same isextent ~~inherently~~as ~~imprecise and~~do ~~may~~the ~~prove~~laws toof ~~be unreliable~~the U.S.

~~Reserves~~ Some ~~are~~of ~~reduced~~our aspatents, ~~existing~~including ~~reserves~~a platinum ~~are~~fuel-borne ~~depleted~~catalyst ~~through production~~patent, expired in 2008. ~~Reserves~~However, ~~may~~we bebelieve ~~reduced~~that other ~~due~~longer tolived ~~lower~~patents, ~~than~~including ~~anticipated~~those ~~volume~~for platinum and other fuel-borne ~~grade~~catalyst materials in combination with after-treatment devices, will provide adequate protection of ~~reserves~~our ~~mined~~proprietary ~~and~~technology, ~~processed~~but ~~and~~there ~~recovery~~can ~~rates.~~be no assurance we will be successful in protecting our proprietary technology.

~~Reserve~~ As ~~estimates~~part ~~are~~of ~~calculated~~our ~~using~~confidentiality procedures, ~~assumptions~~we ~~regarding metals~~generally ~~prices.~~have ~~These~~entered ~~prices~~into ~~have~~nondisclosure ~~fluctuated~~agreements ~~widely~~with employees, inconsultants ~~the~~and ~~past~~corporate partners. ~~Declines~~We inalso ~~the~~have attempted to control ~~market~~access ~~price~~to and distribution of ~~metals~~our technologies, asdocumentation ~~well~~and asother proprietary ~~increased~~information. ~~production~~We ~~costs~~plan to continue these procedures. Despite these procedures, ~~capital~~third ~~costs~~parties could copy or otherwise obtain and ~~reduced~~make ~~recovery~~unauthorized ~~rates,~~use ~~may~~of ~~render~~our ~~reserves~~technologies ~~uneconomic~~or toindependently ~~exploit~~develop similar technologies. ~~Any~~The ~~material reduction~~steps that we have taken and that may occur in the future might not prevent misappropriation of our ~~reserves~~solutions or technologies, particularly in foreign countries where laws or law enforcement practices may not ~~lead~~protect tothe ~~increased~~proprietary ~~net~~rights ~~losses,~~as ~~reduced~~fully ~~cash~~as in the U.S.

~~flow,~~ There ~~asset~~can ~~write-downs~~be ~~and~~no ~~other~~assurance ~~adverse~~that ~~effects on our~~we ~~results~~will ~~of operations and financial condition. Reserves should not~~ be ~~interpreted~~ assuccessful ~~assurances~~in ofprotecting ~~mine~~our ~~life~~proprietary orrights. ofAny ~~the~~infringement ~~profitability of current or~~upon ~~future~~our ~~operations.~~intellectual Noproperty ~~assurance~~rights ~~can~~could behave ~~given~~an ~~that~~adverse ~~the~~effect ~~amount~~on ofour ~~metal~~ability ~~estimated~~to ~~will~~develop beand ~~produced~~sell orcommercially ~~the~~competitive ~~indicated~~systems ~~level~~and ~~of recovery of these metals will be realized~~components.

~~ABANDONMENT~~Eco’s ~~AND~~results ~~RECLAMATION~~may ~~COSTS~~fluctuate ~~ARE~~due ~~UNKNOWN~~to ~~AND~~certain ~~MAY BE~~regulatory, ~~SUBSTANTIAL.~~marketing and competitive factors over which we have little or no control.

We The ~~will~~factors belisted ~~responsible~~below, ~~for~~some ~~compliance with terms and conditions~~ of ~~environmental and regulatory approvals and all laws and regulations regarding~~ ~~the~~which ~~abandonment~~we ofcannot ~~our properties and reclamation of lands at the end of their economic life~~control, ~~which abandonment and reclamation costs~~ may because ~~substantial.~~our ~~A breach~~revenue ~~of such legislation~~ and~~/or~~ ~~regulations~~results ~~may result in the issuance~~ of ~~remedial~~ ~~orders, the suspension of approvals, or the imposition of fines and penalties, including an order for cessation of~~ operations ~~at the site until satisfactory remedies are made. It is not possible~~ to ~~estimate with certainty~~ ~~the~~fluctuate ~~abandonment and reclamation costs since they will be a function of regulatory requirements at the time.~~ significantly:

~~INCREASES~~Actions INtaken ~~OUR~~by ~~OPERATING~~regulatory ~~EXPENSES~~bodies ~~WILL~~relating ~~IMPACT~~to ~~OUR~~the ~~OPERATING~~verification, ~~RESULTS~~ registration ~~AND~~or ~~FINANCIAL~~health ~~CONDITION.~~effects of our products.
~~Extraction,~~The ~~development,~~extent production, marketing (including distribution costs) and regulatory compliance costs (including taxes) will substantially impact the net revenues we derive from the minerals that we produce. These costs are subject to ~~fluctuations~~which ~~and~~our ~~variation~~Platinum inPlus ~~different locales~~fuel-borne incatalyst ~~which we will operate,~~ and ~~we may not be able to predict or control~~ARIS ~~these~~ nitrogen ~~costs.~~oxides Ifreduction ~~these~~products ~~costs~~obtain ~~exceed~~market ~~our expectations, this may adversely affect our results of operations~~acceptance. ~~In addition, we may not be able to earn net revenue~~ ~~at our predicted levels, which may impact our ability to satisfy our obligations~~
~~PENALTIES~~The WEtiming ~~MAY~~and ~~INCUR~~size ~~COULD~~of ~~IMPAIR~~customer ~~OUR BUSINESS~~purchases.
~~Failure~~Customer toconcerns ~~comply~~about ~~with government regulations could subject us to civil and criminal penalties, could require us to forfeit property rights, and may affect~~ the ~~value~~stability of our ~~assets.~~business ~~We may also be required to take corrective actions, such as installing additional equipment or taking other actions, each of~~ which could ~~require~~cause them us to ~~make~~seek ~~substantial~~alternatives ~~capital expenditures. We could also be required~~ to ~~indemnify~~ our ~~employees~~solutions in connection with any expenses or liabilities that they may incur individually in connection with regulatory action against them. As a result, our future business prospects could deteriorate due to regulatory constraints, and ~~our profitability could be impaired by our obligation to provide such indemnification to our employees~~products.
~~THE~~Increases ~~DEVELOPMENT~~in ~~AND~~raw ~~OPERATION~~material OFcosts, ~~OUR~~especially ~~MINING PROJECTS INVOLVE NUMEROUS UNCERTAINTIES~~platinum.

~~Mine~~An ~~development~~extended ~~projects,~~interruption ~~including~~of ~~our~~the ~~planned~~supply ~~projects, typically~~or ~~require~~ a ~~number~~substantial increase ofin ~~years~~the ~~and~~price ~~significant~~of ~~expenditures~~platinum ~~during~~could ~~the exploration~~have ~~and~~an ~~development~~adverse ~~phase~~effect ~~before~~on ~~production~~our ~~is possible~~business.

~~Development~~ The ~~projects~~cost ~~are~~of ~~subject~~platinum toor the processing ~~completion~~cost associated with converting the metal may have a direct impact on the future pricing and profitability of Eco’s platinum air-borne catalyst. The ~~successful~~market ~~feasibility~~price ~~studies~~for platinum increased from $ $910 per ounce at December 31, ~~issuance~~2008. On ofDecember ~~necessary~~2, ~~governmental~~2009, ~~permits~~the ~~and~~London Metal Exchange afternoon fixing for platinum was ~~receipt~~$1,491 ofper ~~adequate~~ounce. ~~financing~~Although we may minimize this risk through various purchasing and hedging strategies, there can be no assurance that this will be successful. A ~~The~~shortage ~~economic~~in ~~feasibility~~the supply of ~~development~~platinum ~~projects~~or a significant, prolonged increase in the isprice ~~based~~of platinum, in each case, could have a material adverse effect on ~~many~~our business, ~~factors~~operating ~~such~~results ~~as:~~and financial condition.

~~unanticipated~~Ability to Respond to Regulatory Change. The Eco’s success will depend significantly on its ability to manufacture and enhance its current products and develop or acquire and market new products which keep pace with technological regulatory requirements of federal and international authorities, as well as respond to changes in ~~grade~~customer needs. There can be no assurance that Eco will be successful in marketing our products as the most favorable or economical solution to past, present and ~~tonnage~~future ofgovernmental regulations ~~material~~or that the Company will be able to develop or acquire product enhancements or new products to address changing technologies and regulatory requirements adequately, that it can introduce such products on a timely basis, or that any such products or enhancements will be ~~mined~~successful in the marketplace. Our delay or failure to develop or acquire technological improvements compatible with applicable regulations or to adapt our products to regulatory change would have a material adverse effect on the Company's business, results of operations and financial condition. A significant shift in the way the authorities appear ~~processed;~~to be regulating those environmental issues that our products attempt to address may have a material adverse effect on our business. See, "BUSINESS—Government Regulation

~~unanticipated~~ We depend on Key Personnel. Our success will depend in part upon the retention of key senior management and the attraction and retention of key development and marketing personnel. The market for these individuals has historically been, and the Company expects that it will continue to be, intensely competitive. Our products and industry require highly skilled personnel who understand the technical aspects of the Company's business as well as the international scope of its market. The loss of one or more of its key employees or the Company's inability to attract and retain other qualified employees could have a material adverse effect ~~geotechnical~~on ~~conditions;~~the Company's business. See, "BUSINESS—Operations."

~~incorrect~~If ~~data~~third onparties ~~which~~claim ~~engineering~~that ~~assumptions~~Eco’s ~~are~~products ~~made;~~infringe upon their intellectual property rights, we may be forced to expend significant financial resources and management time litigating such claims and our operating results could suffer.

Third parties may claim that our products and systems infringe upon third-party patents and other intellectual property rights. Identifying third-party patent rights can be particularly difficult, especially since patent applications are not published until up to 18 months after their filing dates. If a competitor were to challenge our patents, or assert that our products or processes infringe its patent or other intellectual property rights, we could incur substantial litigation costs, be forced to make expensive product modifications, pay substantial damages or even be forced to cease some operations. Third-party infringement claims, regardless of ~~constructing~~their outcome, would not only drain financial resources but also divert the time and ~~operating~~effort aof ~~mine~~management and could result in acustomers ~~specific~~or ~~environment;~~potential customers deferring or limiting their purchase or use of the affected products or services until resolution of the litigation.

~~availability~~ We need to Manage Change. The Company expects its business and ~~cost~~the industry as a whole to undergo rapid change, in part due to the regulatory nature of ~~processing~~the industry. The Company's plans to expand international operations, together with ongoing required product development activity in response to changes in the industry and ~~refining~~customer ~~facilities;~~needs, will require the Company to manage effectively its operations in a rapidly changing environment. The Company's future performance will depend in part on its ability to manage change in both its domestic and international operations and will require the Company to hire additional management and other personnel, particularly in the marketing and distribution area. The failure of the Company's management team to respond effectively to and manage changing technological and business conditions as well as the growth of its own business, should it occur, could have a material adverse impact on the Company's results of operations. See, "BUSINESS—Governmental Regulations; Operations."

~~availability~~ Lack of ~~economic~~Active ~~sources~~Public Market for the Securities. The Shares are thinly traded and might represent an illiquid investment. There is no active trading market for any of ~~power;~~the Shares now and perhaps in the foreseeable future. Each investor should, therefore, view his investment as a long-term investment and should not rely upon his investment in the Shares as a source for meeting any emergency or contingency in his or her financial affairs. See, "SUITABILITY."

~~adequacy~~ Limitation on Remedies; Indemnification. Our Bylaws provide that liability of ~~water~~our ~~supply;~~Board of Directors and officers shall be eliminated to the fullest extent allowed under the applicable laws of the State of Delaware. Thus, we may be prevented from recovering damages for certain alleged errors or omissions by our Board of Directors or officers. The Bylaws also provide that we will indemnify our Board of Directors, officers, employees and members for liabilities for their acts on behalf of the Company to the fullest extent permitted by law. It is the position of the Securities and Exchange Commission that exculpation and indemnification for liabilities arising under the Securities Act and Rules and Regulations thereunder are against public policy and are therefore unenforceable. See, "LIMITATIONS ON DIRECTOR LIABILITY."

~~adequate~~Fluctuations ~~access~~in toour ~~the~~operating ~~site;~~results and announcements and developments concerning our business affect our stock price.

~~unanticipated~~Our ~~transportation~~quarterly ~~costs;~~operating results, the number of stockholders desiring to sell their shares, changes in general economic conditions and the financial markets, the execution of new contracts and the completion of existing agreements and other developments affecting us, could cause the market price of our common stock to fluctuate substantially.

~~government~~Eco ~~regulations~~will ~~(including~~need ~~regulations relating~~ to ~~prices, royalties,~~increase ~~duties,~~the ~~taxes,~~size ~~restrictions~~of onour ~~production~~organization, ~~quotas on exportation of~~ ~~minerals,~~and asmay ~~well~~experience asdifficulties ~~the~~in ~~costs~~managing ofgrowth. ~~protection of the environment and agricultural lands);~~

~~fluctuations~~Eco is a small company with seven employees as of November 30, 2009. We hope to experience a period of expansion in ~~metal~~headcount, ~~prices;~~facilities, infrastructure and overhead and anticipate that further expansion will be required to address potential growth and market opportunities. Future growth will impose significant added responsibilities on members of management, including the need to identify, recruit, maintain and integrate additional independent contractors and managers. Our future financial performance and our ability to compete effectively will depend, in part, on our ability to manage any future growth effectively.

.accidents, labor actions and force majeure events

MINERAL EXPLORATION IS HIGHLY SPECULATIVE, INVOLVES SUBSTANTIAL EXPENDITURES, AND IS FREQUENTLY NON-PRODUCTIVE.

Mineral exploration involves a high degree of risk and exploration projects are frequently unsuccessful. Few prospects that are explored end up being ultimately developed into producing mines. To the extent that we continue to be involved in mineral exploration, the long-term success of our operations will be related to the cost and success of our exploration programs. We cannot assure you that our mineral exploration efforts will be successful. The risks associated with mineral exploration include:

The identification of potential economic mineralization based on superficial analysis;

the quality of our management and our geological and technical expertise; and

the capital available for exploration and development.

Substantial expenditures are required to determine if a project has economically mineable mineralization. It may take several years to establish proven and probable reserves and to develop and construct mining and processing facilities. Because of these uncertainties, our current and future exploration programs may not result in the discovery of reserves, the expansion of our existing reserves or the further development of our mines.

THE PRICE OF MOLYBDENUM AND GOLD ARE HIGHLY VOLATILE AND A DECREASE IN THE PRICE OF MOLYBDENUM OR GOLD WOULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS.

The profitability of mining operations is directly related to the market prices of metals. The market prices of metals fluctuate significantly and are affected by a number of factors beyond our control, including, but not limited to, the rate of inflation, the exchange rate of the dollar to other currencies, interest rates, and global economic and political conditions. Price fluctuations of metals from the time development of a mine is undertaken to the time production can commence can significantly affect the profitability of a mine. Accordingly, we may begin to develop one or more of our mines at a time when the price of metals makes such exploration economically feasible and, subsequently, incur losses because the price of metals decreases. Adverse fluctuations of the market prices of metals may force us to curtail or cease our business operations.

MINING RISKS AND INSURANCE COULD HAVE AN ADVERSE EFFECT ON OUR PROFITABILITY.

~~Our~~The ~~operations~~most ~~are~~likely ~~subject~~source ~~to all~~ of ~~the~~future ~~operating~~funds ~~hazards~~presently ~~and risks~~available ~~normally incident~~ to ~~exploring for and developing mineral properties, such~~ asus ~~unusual~~is orthrough ~~unexpected~~the ~~geological~~sale ~~formations, environmental pollution, personal injuries, flooding, cave-ins, changes in technology or mining techniques, periodic interruptions because~~ of ~~inclement~~equity ~~weather and industrial accidents~~capital. ~~Insurance~~Any issale ~~available to ameliorate some~~ of ~~these~~share ~~risks;~~capital ~~however such~~will ~~insurance may not continue to be available at economically feasible rates~~result or in ~~the~~dilution ~~future be adequate~~ to ~~cover~~existing ~~the risks and potential liabilities associated with exploring, owning and operating our properties~~shareholders. ~~Either of these events could cause us to curtail or cease our business operations.~~

Changes to environmental considerations could have a material adverse effect on the costs or the viability of our products. The historical trend toward stricter environmental regulation may change, and, as such, represents an unknown factor in our planning processes.

Demand for our product is driven in part by the customer’s requirement to reduce air pollution as required by governmental regulations. A change in those regulations may reduce demand for our product.

If we do not obtain additional financing or sales, our business may fail.

We will need to obtain additional financing in order to complete our business plan. Our current operations are not of sufficient size to be profitable. Obtaining additional financing would be subject to a number of factors, including investor acceptance and investor sentiment. These factors may adversely affect the timing, amount, terms, or conditions of any financing that we may obtain or make any additional financing unavailable to us.

RISKS RELATED TO OUR COMMON STOCK

NOThere ~~MARKET~~is ~~CURRENTLY~~no ~~EXISTS~~active ~~FOR~~trading ~~OUR~~market ~~SECURITIES~~for ~~AND~~our ~~WE CANNOT~~common ~~ASSURE YOU THAT SUCH A MARKET WILL EVER DEVELOP, OR IF DEVELOPED, WILL BE SUSTAINED~~stock.

~~Although~~Our ~~our~~common stock is ~~listed~~quoted on the ~~OTC~~Over ~~Bulletin~~the ~~Board~~Counter ~~trading~~Bulletin ~~system~~Board. ~~pursuant~~However, tocurrently, ~~Rule~~there ~~15c2-11~~is ofno ~~the~~active ~~Securities~~trading ~~Exchange~~market ~~Act~~for any of ~~1934~~our securities, and ~~is identified~~we bycannot ~~the~~assure ~~symbol~~you ~~RSOG,~~that ~~the~~a ~~stock~~market isfor ~~currently~~our ~~unpriced~~stock ~~and~~will ~~no public~~develop. ~~float~~Consequently, ~~exists.~~our ~~The~~shareholders ~~bulletin~~may ~~board~~not ~~tends to~~ be ~~highly~~able ~~illiquid,~~to inuse ~~part~~their ~~because~~shares for ~~there~~collateral isor noloans ~~national~~and ~~quotation~~may ~~system~~not bybe ~~which~~able ~~potential~~to ~~investors~~liquidate ~~can~~at ~~track~~a ~~the market~~suitable price ofin ~~shares except through information received or generated by a~~the ~~limited~~event ~~number~~ of ~~broker-dealers~~an ~~that~~emergency. ~~make~~In aaddition, ~~market~~our inshareholders ~~particular~~may ~~stocks.~~not ~~There is~~be aable ~~greater~~to ~~chance~~resell their ofshares ~~market~~at ~~volatility~~or ~~for~~above ~~securities that trade on~~ the ~~bulletin~~ ~~board~~price asthey ~~opposed~~paid tofor athem ~~national exchange~~ or ~~quotation system. This volatility~~ may not be ~~caused~~able byto asell the ~~variety~~shares ofat ~~factors~~all. Accordingly, ~~including:~~there ~~the~~can ~~lack~~be ofno ~~readily available~~assurance ~~price~~as ~~quotations;~~to the ~~absence~~liquidity of any ~~consistent~~markets ~~administrative~~that ~~supervision of~~may ~~"bid"~~develop ~~and~~for ~~"ask"~~the ~~quotations;~~securities, ~~lower~~the ~~trading~~ability ~~volume;~~of ~~and~~holders ~~general~~of ~~market~~the ~~conditions.~~securities Ifto nosell ~~market~~their ~~for our shares materializes~~securities, ~~you~~or ~~may~~the ~~not~~prices beat ~~able~~which ~~to sell~~holders ~~your shares or~~ may ~~have~~be able to sell ~~your~~their ~~shares at a significantly lower price~~securities.

IFThe ~~OUR~~shares ~~SHARES~~of OFcommon ~~COMMON~~stock ~~STOCK~~eligible ~~ARE~~for ~~ACTIVELY~~future ~~TRADED~~sale ~~ON A PUBLIC~~could ~~MARKET,~~negatively ~~THEY~~affect ~~WILL~~the INmarket ~~ALL~~price ~~LIKELIHOOD~~of BEour ~~PENNY~~common ~~STOCKS.~~stock

~~Broker-dealer~~If ~~practices in connection with transactions in “penny stocks” are regulated by certain penny stock rules adopted by~~ the ~~SEC. Penny~~Company's ~~stocks~~stockholders ~~generally~~sell ~~are~~substantial ~~equity~~amounts ~~securities with a price per share~~ of ~~less than $5.00 (other than securities registered on certain national securities exchanges or quoted on~~ the ~~NASDAQ Stock Market, provided that current price and volume~~ ~~information~~Company's ~~with~~common ~~respect~~stock ~~to transactions~~ in ~~such securities is provided by~~ the ~~exchange~~ orpublic ~~system). The penny stock rules require a broker-dealer~~market, ~~prior~~including toshares ~~a transaction~~issued inupon ~~a penny stock not otherwise exempt from~~ the ~~rules, to deliver a~~ ~~standardized~~exercise ~~risk~~of ~~disclosure~~outstanding ~~document~~options ~~that~~or ~~provides~~warrants, ~~information about penny stocks and~~ the ~~risks~~market inprice ~~the~~of ~~penny~~its common stock ~~market~~could fall. ~~The~~These ~~broker-dealer~~sales ~~must~~ also ~~provide~~ ~~the~~may ~~customer~~make ~~with~~it ~~current~~more ~~bid~~difficult ~~and offer quotations~~ for the ~~penny~~Company ~~stock,~~to ~~the~~sell ~~compensation~~equity ofor ~~the broker~~equity-~~dealer~~related ~~and~~securities ~~its salesperson~~ in the ~~transaction, and~~future ~~monthly~~at ~~account~~a ~~statements~~time ~~showing~~and ~~the~~price ~~market value of each penny stock held~~that in the ~~customer’s~~Company ~~account.~~deems Inreasonable ~~addition,~~or ~~the~~appropriate. ~~penny~~Stockholders ~~stock~~who ~~rules~~have ~~generally~~been ~~require~~issued ~~that~~shares ~~prior to a transaction~~ in ~~a penny stock~~ the ~~broker-dealer~~Acquisition ~~make~~will abe ~~special written~~able ~~determination~~to ~~that~~sell ~~the~~their ~~penny~~shares ~~stock~~pursuant ~~is a suitable investment for the purchaser and receive the purchaser’s written agreement~~ to ~~the~~Rule ~~transaction.~~144 ~~These~~under ~~disclosure requirements may have~~ the ~~effect~~Securities ofAct ~~reducing the level~~ of ~~trading~~ ~~activity~~1933, inbeginning ~~the~~one ~~secondary~~year ~~market~~after ~~for a stock that becomes subject to~~ the stockholders ~~penny~~acquired ~~stock~~their ~~rules~~shares..

WEOur ~~WILL~~common ~~INCUR~~stock ~~ONGOING~~may ~~COSTS~~be ~~AND~~deemed ~~EXPENSES~~to ~~FOR~~be ~~SEC~~a ~~REPORTING~~penny ~~AND~~stock and, ~~COMPLIANCE~~as ~~WITHOUT~~such, ~~REVENUE~~we WEare ~~MAY~~subject ~~NOT~~to BEthe ~~ABLE~~risks TOassociated ~~REMAIN~~with IN“penny ~~COMPLIANCE,~~stocks”. ~~MAKING IT~~Regulations ~~DIFFICULT~~relating ~~FOR~~to ~~INVESTORS~~“penny TOstocks” ~~SELL~~limit ~~THEIR~~the ~~SHARES~~ability of our shareholders to sell their shares and, IFas ATa ~~ALL~~result, our shareholders may have to hold their shares indefinitely.

Our common stock is currently listed for trading on the OTCBB quotation service, which is generally considered to be a less efficient market than markets such as NASDAQ or other national exchanges, and which may cause difficulty in obtaining future financing. Furthermore, our common stocks may be deemed to be “penny stock” as that term is defined in Regulation Section “240.3a51 -1” of the Securities and Exchange Commission (the “SEC”). Penny stocks are stocks: (a) with a price of less than U.S. $5.00 per share; (b) that are not traded on a “recognized” national exchange; (c) whose prices are not quoted on the NASDAQ automated quotation system (NASDAQ -where listed stocks must still meet requirement (a) above); or (d) in issuers with net tangible assets of less than U.S. $2,000,000 (if the issuer has been in continuous operation for at least three years) or U.S. $5,000,000 (if in continuous operation for less than three years), or with average revenues of less than U.S. $6,000,000 for the last three years.

Section “15(g)” of the United States Securities Exchange Act of 1934, as amended, and Regulation Section “240.15g(c) 2” of the SEC require broker dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor’s account. Potential investors in the Company’s common shares are urged to obtain and read such disclosure carefully before purchasing any common shares that are deemed to be “penny stock”.

WeMoreover, ~~plan~~Regulation toSection ~~contact~~“240.15g a-9” ~~market~~of ~~maker~~the ~~immediately~~SEC ~~following~~requires broker dealers in penny stocks to approve the ~~close~~ account of ~~the~~any ~~offering~~investor ~~and~~for transactions ~~apply~~in such stocks before selling any penny stock to ~~have~~that investor. This procedure requires the ~~shares~~broker ~~quoted~~dealer onto: ~~the~~(a) ~~OTC~~obtain ~~Electronic~~from the investor ~~Bulletin~~information ~~Board.~~concerning Tohis beor ~~eligible~~her ~~for~~financial ~~quotation~~situation, ~~issuers~~investment ~~must~~experience ~~remain~~and investment ~~current~~objectives; ~~in their~~(b) ~~filings~~reasonably ~~with~~determine, ~~the~~based ~~SEC.~~on Inthat ~~order~~information, ~~for~~that transactions usin topenny ~~remain~~stocks inare ~~compliance~~suitable wefor ~~will~~the investor and that the investor ~~require~~has ~~future~~sufficient ~~revenues~~knowledge and experience as to ~~cover~~be reasonably capable of evaluating the ~~cost~~risks of ~~these~~penny ~~filings,~~stock transactions; (c) provide the investor with a written statement setting forth the basis on which ~~could~~the ~~comprise~~broker dealer made the determination in (ii) above; and (d) receive a ~~substantial~~signed ~~portion~~and dated copy of ~~our~~such statement ~~available~~from ~~cash~~the ~~resources.~~investor Ifconfirming wethat ~~are~~it ~~unable~~accurately toreflects the ~~generate~~investor’s ~~sufficient~~financial ~~revenues~~situation, toinvestment ~~remain~~experience inand ~~compliance~~investment itobjectives. Compliance with these requirements may bemake it more difficult for ~~you~~investors in the Company’s common shares to resell ~~any~~their common shares ~~you~~to ~~may~~third ~~purchase~~parties or to otherwise dispose of them. Stockholders should be aware that, ifaccording atto Securities ~~all~~and Exchange Commission Release No. 34-29093, dated April 17, 1991, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include:

~~THE~~(i) ~~MARKET~~control ~~PRICE~~of OFthe ~~OUR~~market ~~COMMON~~for ~~STOCK~~the security ISby ~~LIKELY~~one TOor BEa ~~HIGHLY VOLATILE~~few ~~AND~~broker-dealers ~~SUBJECT~~that TOare ~~WIDE~~often ~~FLUCTUATIONS.~~related to the promoter or issuer;

~~Assuming~~(ii) wemanipulation ~~are~~of ~~able~~prices ~~to establish an active trading market for~~through ~~our~~prearranged ~~common~~matching ~~stock, the market price~~ of ~~our~~purchases ~~common~~and ~~stock~~sales isand ~~likely~~false ~~to be highly volatile~~ and ~~could~~misleading ~~be subject to wide fluctuations in response to a number of~~press ~~factors~~releases; ~~that are beyond our control, including:~~

~~dilution~~(iii) ~~caused~~boiler byroom ~~our~~practices ~~issuance of additional shares of common stock and~~involving ~~other~~high-pressure ~~forms~~sales oftactics ~~equity securities, which we expect to make in connection with future capital financings to fund our operations~~ and ~~growth,~~unrealistic toprice ~~attract~~projections ~~and retain~~by ~~valuable personnel and in connection with future strategic partnerships~~inexperienced ~~with~~sales ~~other companies~~persons;

~~announcements~~(iv) ofexcessive ~~acquisitions,~~and ~~reserve~~undisclosed ~~discoveries~~bid-ask differential orand ~~other~~markups ~~business initiatives~~ by ~~our~~selling ~~competitors~~broker-dealers; and

~~fluctuations~~(v) inthe ~~revenue~~wholesale ~~from~~dumping ~~our~~of ~~mineral~~the ~~business~~same securities asby ~~new~~promoters ~~reserves~~and ~~come~~broker-dealers after prices have been manipulated to ~~market;~~a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses.

~~changes~~Our management is aware of the abuses that have occurred historically in the penny stock market. ~~for~~Although ~~commodities~~we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the ~~capital~~market, ~~markets~~management ~~generally;~~will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.

~~quarterly~~As ~~variations~~an inissuer ~~our~~of ~~revenues~~“penny ~~and~~stock” ~~operating~~the ~~expenses;~~protection provided by the federal securities laws relating to forward looking statements does not apply to us.

~~changes~~Although inthe federal securities law provide a safe harbor for forward-looking statements made by a public company that files reports under the federal ~~valuation~~securities laws, this safe harbor is not available to issuers of ~~similarly~~penny stocks. ~~situated~~As ~~companies~~a result, ~~both~~if we are a penny stock we will not have the benefit of this safe harbor protection in ~~our~~the event of any claim that the material provided ~~industry~~by ~~and~~us contained a material misstatement of fact or was misleading in ~~other~~any material ~~industries;~~respect because of our failure to include any statements necessary to make the statements not misleading.

~~changes~~Failure to achieve and maintain effective internal controls in ~~analysts'~~accordance ~~estimates~~with ~~affecting~~Section ~~us,~~404 ~~our~~of ~~competitors~~the orSarbanes-Oxley Act could have a material adverse effect on our business and operating results and stockholders ~~industry;~~ could lose confidence in our financial reporting.

~~changes~~Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. If we cannot provide reliable financial reports or prevent fraud, our operating results could be harmed. We may be required in the ~~accounting~~future ~~methods~~to ~~used~~document and test our internal control procedures in ororder ~~otherwise~~to ~~affecting~~satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, which requires increased control over financial reporting requirements, including annual management assessments of the effectiveness of such internal controls and a report by our independent certified public ~~industry;~~accounting firm addressing these assessments. Failure to achieve and maintain an effective internal control environment, regardless of whether we are required to maintain such controls could also cause investors to lose confidence in our reported financial information, which could have a material adverse effect on our stock price.

additions and departures of key personnel;

fluctuations in interest rates and the availability of capital in the capital markets; and

These and other factors are largely beyond our control, and the impact of these risks, singly or in the aggregate, may result in material adverse changes to the market price of our common stock and our results of operations and financial condition.

OUR OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY, AND THESE FLUCTUATIONS MAY CAUSE OUR STOCK PRICE TO DECLINE.

Our operating results will likely vary in the future primarily as the result of fluctuations in our revenues and operating expenses, expenses that we incur, the price of minerals in the commodities markets and other factors. If our results of operations do not meet the expectations of current or potential investors, the price of our common stock may decline.

WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.

We do not intend to declare dividends for the foreseeable future, as we anticipate that we will reinvest any future earnings in the development and growth of our business. Therefore, investors will not receive any funds unless they sell their common stock, and stockholders may be unable to sell their shares on favourable terms or at all. Investors cannot be assured of a positive return on investment or that they will not lose the entire amount of their investment in the common stock.

~~DISCLOSURE~~The ~~REGARDING~~Company ~~FORWARD-LOOKING~~does ~~STATEMENTS~~not expect to pay cash dividends in the future. Any return on investment may be limited to the value of the Company’s stock.

~~This~~ The ~~Form~~Company ~~10-K~~does ~~contains~~not ~~forward-looking~~anticipate paying ~~statements~~cash ~~that~~dividends ~~involve risks~~on ~~and~~its ~~uncertainties~~stock in the foreseeable future. WeThe ~~use~~payment ~~words~~of dividends ~~such~~on asthe ~~anticipate,~~Company’s ~~believe,~~stock ~~plan,~~will ~~expect~~depend on its earnings, financial ~~future,~~condition ~~intend~~and other business and ~~similar~~economic ~~expressions~~factors toaffecting ~~identify~~the ~~such~~Company ~~forward-looking~~at such ~~statements.~~time ~~You~~as ~~should~~the ~~not~~board ~~place~~of ~~too~~directors ~~much~~may ~~reliance~~consider onrelevant. ~~these~~If ~~forward-looking~~the Company does not ~~statements.~~pay ~~Our~~dividends, ~~actual~~its ~~results~~stock ~~are~~may ~~likely~~be toless ~~differ~~valuable ~~materially~~because ~~from~~a ~~those~~return on your ~~anticipated~~investment inwill ~~these~~only ~~forward-looking~~occur ~~statements~~if ~~for~~the ~~many~~Company’s ~~reasons~~stock price appreciates.

~~ITEM~~RISK ~~2: DESCRIPTION OF PROPERTY~~ FACTORS

We ~~currently~~do ~~utilize~~not ~~space~~presently at the premises of James P. Geiskopf, an officer and director of the Company. The premises are located at 3250Oakland Hills, Fairfield California; formerly they were located at 600 Parker Road Fairfield, California 94533. The facilities include an answering machine, a fax machine, computer and office equipment. We intend to use these facilities for the time being until we feel we have ~~outgrown~~sufficient ~~them.~~capital ~~We currently have no investment policies as they pertain~~ to ~~real~~operate ~~estate, real estate~~our ~~interests or real estate mortgages~~business.

~~ITEM~~ We 3:have ~~LEGAL~~plans ~~PROCEEDINGS~~to raise additional capital from related parties and/or current shareholders of the Company, but there can be no assurances that such capital will be raised on a timely basis or will be adequate to fund the Company through the merger with or acquisition of an operating business. Any transaction by the Company to raise capital may result in the dilution of existing investors who do not participate in the transaction. Failure to raise adequate funds in timely fashion will likely result in the termination of the Company’s operations and the loss of investors’ entire investment in the Company.

~~Resource~~We ~~Group~~are isa ~~not~~development ~~currently~~stage ~~involved~~company inwith ~~any~~no ~~legal proceedings~~operating history and wevery ~~are~~limited ~~not aware of any pending or potential legal actions~~resources.

~~ITEM~~ We 4:are ~~SUBMISSION~~a OFdevelopment ~~MATTERS~~stage company TOwith Ano ~~VOTE~~operating OFresults ~~SECURITY~~to ~~HOLDERS~~date. Since we do not have an operating history, you will have no basis upon which to evaluate our ability to achieve our business objective, which is to merger with or acquire an operating business. We are currently in the process of completing a business combination, however there is no assurance that this will occur. We have no present revenue and will not generate any revenue until, at the earliest, after the consummation of a business combination. We cannot tell you when or if a business combination will complete.

NoBecause ~~matter~~there ~~was~~are ~~submitted~~numerous tocompanies with a ~~vote~~business ofplan similar ~~security~~to ~~holders~~ours ~~during the~~seeking ~~year~~to ~~ended~~effectuate ~~February~~a 28business combination, ~~2009~~it ~~through~~may ~~the~~be difficult ~~solicitation~~for ofus ~~proxies~~to ~~or otherwise~~complete a business combination.

~~ITEM~~ There 5:are ~~MARKET~~a ~~FOR~~large ~~COMMON~~number ~~EQUITY~~of public ~~AND~~shell ~~RELATED~~companies, ~~STOCKHOLDER~~blank check companies and operating companies seeking to ~~MATTERS~~acquire operating businesses and we are subject to competition from these and other companies seeking to consummate a business combination. We cannot assure you that we will be able to successfully compete for an attractive business combination.

~~MARKET~~We ~~INFORMATION~~cannot currently ascertain the merits or risks of the business which we may ultimately acquire should we fail to complete the transaction with Eco.

~~The~~We ~~Company~~may ~~filed~~consummate ana ~~application~~business tocombination ~~FINRA~~with inany ~~June~~entity ~~2008~~that has ~~for~~an ~~the Company's~~operating ~~shares~~business. toWe behave ~~quoted~~not onengaged ~~the~~or ~~OTCBB.~~retained ~~The~~any ~~Company's~~agent ~~application~~or other representative to ~~FINRA included~~identify ~~current~~or ~~corporate~~locate ~~information~~any suitable target, ~~financial~~although ~~statements~~we ~~and~~may ~~other~~do ~~documents~~so asin ~~required~~the byfuture. ~~Rule~~Accordingly, ~~15c211~~there ofis no current basis for you to evaluate the possible ~~Securities~~merits ~~Exchange~~or ~~Act~~risks of ~~1934.~~the Onparticular ~~July~~target 23business, which we may ~~2008~~ultimately ~~the~~acquire. ~~Company~~To ~~received~~the ~~confirmation~~extent ~~from~~we ~~FINRA~~complete ~~that~~a ~~the~~business ~~Company’s~~combination ~~15C211~~with ~~had~~a ~~been~~financially ~~cleared~~unstable ~~for~~business or an ~~unpriced~~entity ~~quotation~~in onits development stage; we may be affected by numerous risks inherent in the ~~OTC~~operations ~~Bulletin~~of ~~Board~~that ~~and~~business. Although our management will endeavor to evaluate the ~~Pink~~risks inherent in a particular ~~Sheets.~~target ~~The~~business, ~~trading~~we ~~Symbol~~cannot isassure ~~RSOG~~you that we will properly ascertain or assess all of the significant risk factors.

DIVIDENDS

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. Delaware General Corporation Law, Chapter V, Section 170 however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

if the capital of the corporation, computed in accordance with Delaware General Corporation Law, shall have been diminished by depreciation in the value of its property, or by losses, or otherwise, to an amount less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets, the directors of such corporation shall not declare and pay out of such net profits any dividends upon any shares of any classes of its capital stock until the deficiency in the amount of capital represented by the issued

~~and~~Initially, ~~outstanding~~we ~~stock~~will ofonly ~~all~~be ~~classes~~able to complete one business ~~having~~ combination, awhich ~~preference~~will ~~upon~~cause ~~the~~us ~~distribution~~to ofbe ~~assets~~solely ~~shall~~dependent ~~have~~on ~~been~~a ~~repaired~~single business and a limited number of products or services.

~~ITEM~~ Because 6:of ~~MANAGEMENT'S~~our ~~DISCUSSION~~uncertain ~~AND~~and limited ~~ANALYSIS~~capital ORposition, ~~PLAN~~it OFis likely that any business combination we enter ~~OPERATION~~into with an operating business will likely be for stock, or will be closed simultaneously with an equity or debt transaction to raise additional capital for the purchase transaction and possibly for working capital as well. Thus, we expect that initially we will have the ability to complete only a single business combination, although this may entail the simultaneous acquisitions of several closely related operating businesses. By consummating a business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the security industry. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities, which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be:

~~FORWARD-LOOKING~~solely ~~STATEMENTS~~dependent upon the performance of a single business; or
~~This~~dependent ~~10K~~upon ~~annual report may contains statements that constitute forward-looking statements within~~ the ~~meaning~~development ofor ~~Section~~market ~~21E~~acceptance of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. The words “expect,” “estimate,” “anticipate,” “predict,” “believe,” and similar expressions and variations thereof are intended to identify forward-looking statements. Such forward-looking statements may include statements regarding, among other things, (a) ~~our~~single estimates of mineral reserves and mineralized material, (b) our projected sales and profitability, (c) our growth strategies, (d) anticipated trends in our industry, (e) our future financing plans, (f) our anticipated needs for working capital and (g) the benefits related to ownership of our common stock. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or ~~achievements to be materially different from the future results, performance,~~limited or number ~~achievements expressed or implied by any forward-looking statements for the reasons, among others, described within the various sections~~ of ~~this 10KSB~~products, ~~specifically~~ ~~the~~processes ~~section entitled “Risk Factors”. These statements may be found under “Management’s Discussion and Analysis~~ or ~~Plan of Operations” and “Description of Business,” as well as in this 10KSB annual report~~services. We undertake no obligation to release publicly any updated information about forward-looking statements to reflect events or circumstances occurring after the date of this 10KSB annual report or to reflect the occurrence of unanticipated events.

~~PLAN~~Alternatively, OFif ~~OPERATION~~our business combination entails the simultaneous acquisitions of several operating businesses and with different sellers, each such seller will need to agree that the purchase of its business is contingent upon simultaneous closings of the other acquisitions, which may make it more difficult for us, and delay our ability, to complete the business combination. If we were to consummate a business combination with several operating businesses, we could also face additional risks, including burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies into a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

WeBecause ~~will conduct mineral exploration activities on the Strohn Creek Claims in order to assess whether the property contains mineral reserves capable~~ of ~~commercial~~our ~~extraction.~~limited ~~Our~~resources ~~exploration~~and ~~program is designed to explore for commercially viable deposits of molybdenum~~structure, ~~gold~~we ~~and~~may ~~other minerals. We have~~ not, be ~~nor~~able ~~has~~to ~~any~~consummate ~~predecessor,~~an ~~identified~~attractive ~~any~~business ~~commercially exploitable reserves of these minerals at Strohn Creek~~combination.

~~During~~ We ~~the~~expect ~~year~~to ~~ended~~encounter ~~February 28, 2009 we had planned to~~intense ~~commence~~competition ~~and~~from ~~complete~~other ~~the~~entities ~~first~~with ~~phase~~business ofobjectives ~~the~~similar ~~exploration~~to ~~program on our claims~~ours ~~consisting~~including ofblank ~~geological~~check ~~prospecting and assaying~~companies, ~~(Phase~~venture I)capital funds, ~~trenching~~leveraged ~~and~~buyout funds ~~detailed~~and ~~sampling~~operating ofbusinesses ~~historic~~competing ~~zones~~for ~~(Phase II)~~acquisitions. DoMany toof ~~the~~these ~~non~~entities ~~availability of~~are ~~our~~well ~~geologist~~established and ~~the~~have ~~worsening~~extensive ~~market~~experience ~~conditions for commodities~~ in ~~general~~identifying and ~~Molybdenum~~ ~~in particular; we placed our plans on hold and scheduled Phase I of~~effecting ~~our~~business ~~exploration~~combinations todirectly ~~commence in the May~~ or ~~June~~through ~~of 2009~~affiliates. ~~Subject~~Many toof ~~exploration~~these competitors ~~funds~~possess ~~being~~greater ~~available~~technical, human and ~~market~~other ~~conditions,~~resources ~~should~~than we ~~maintain~~do ~~these~~and ~~scheduled~~our ~~start~~financial ~~dates,~~resources ~~expenditure~~will onbe ~~Phase~~relatively Ilimited ~~and~~when IIcontrasted ~~are~~with ~~estimated~~those ~~to cost $21,000. No~~of ~~plans~~many ~~are~~of ~~currently~~these incompetitors. ~~place~~Our ability to ~~commence~~compete ~~Phase~~in ~~III~~acquiring ascertain ~~this phase is subject to~~sizable ~~information~~target tobusinesses will be ~~obtained~~limited ~~during~~by ~~the~~our ~~Phase~~available Ifinancial ~~and~~resources. ~~Phase~~This inherent IIcompetitive ~~work~~limitation ~~program~~gives ~~and~~others ~~to funds~~an ~~ding~~advantage ~~available~~in topursuing ~~complete~~ the acquisition ~~outlined~~of ~~program.~~certain Wetarget ~~will~~businesses. ~~require additional~~Any ~~capital~~of tothese ~~finance~~factors ~~our~~may ~~exploration~~place ~~programs~~us inat ~~2009 and subsequent~~a ~~years.~~competitive Nodisadvantage ~~final~~in ~~decisions~~successfully ~~regarding~~negotiating ~~this~~a ~~financing~~business ~~have been made at this time~~combination.

~~Our~~We ~~exploration~~may ~~program~~have ~~for~~insufficient ~~this~~capital ~~property~~or ~~includes~~be 3unable ~~phases~~to ~~and~~obtain isadditional ~~detailed~~financing, inif required, to complete a business combination or to fund the ~~following~~operations ~~information~~and growth of the target business, which could compel us to restructure the transaction or abandon a particular business combination.

We cannot ascertain the capital requirements for any particular transaction. If the capital available to us proves to be insufficient, either because of the size of the business combination or the depletion of the available net proceeds in search of a target business, we will be required to seek additional financing. We cannot assure you that such financing would be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to consummate a particular business combination, we would be compelled to restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. In addition, if we consummate a business combination, we may require additional financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or stockholders is required to provide any financing to us in connection with or after a business combination.

The report of the independent registered public accounting firm that audited our financial statements includes a “going concern” explanatory paragraph.

Phase	Exploration Program	Cost	Status
Phase 1	Prospecting, assay and evaluation of information	$6,000	Expected to be completed in June 2008, (dependent on geologist schedule).
Phase II	Localized soil surveys, trenching and sampling zones identified in historical information & Phase 1	$15,000	Expected to be completed by September 2008 (subject to consulting geologist's schedule).
Phase III	Test Diamond drilling outlined by Phase 1 and 2 programs.	$130,000	Planned for spring 2009(Depending on the results of Phase 2, consulting geologist's schedule.)
Estimated Cost		$151,000

The audit report in our financial statements for the year ended February 28, 2010, includes an explanatory paragraph that states that due to the Company’s limited capital and the possibility the Company will be unable to raise the necessary capital to operate raises substantial doubt as to its ability to continue as a going concern.

~~Following~~Item ~~Phase I of the exploration program, if it proves successful in identifying mineral deposits, we intend to proceed with the Phase II program in August 2008~~2. ~~The~~Description ~~estimated cost~~ of the Phase II program is $15,000 and will take approximately 45 days to complete and an additional two months for the consulting geologist to receive the results from the assay lab and prepare his reportProperty.

~~Following~~Principal ~~Phase~~Executive IIOffices-Solutions of the exploration program, if it proves successful in identifying mineral deposits, we intend to proceed with Phase III of our exploration program subject to raising the funds. The estimated cost of this program is $130,000 and will take approximately 4 to 5 weeks to complete and an additional two months for the consulting geologist to receive the results from the assay lab and prepare his report.

~~The~~Our ~~above~~sole ~~program~~office ~~costs~~is ~~are~~located ~~management's~~at ~~estimates~~3250 ~~based~~Oakland ~~upon~~Hills, Fairfield CA, ~~the~~94534 ~~recommendations~~and ofis ~~the~~presently ~~professional~~provided ~~consulting~~free ~~geologist's~~of ~~report~~charge ~~and~~by ~~the actual~~one ~~project~~of ~~costs~~our ~~may~~directors. ~~exceed~~We consider our ~~estimates.~~current Tooffice ~~date,~~space weadequate ~~have~~for ~~not~~our ~~commenced exploration~~current operations.

~~Edward~~Principal ~~Kruchkowski,~~Executive P.Offices-Eco Geo, the consulting geologist who prepared the geology report on our claim, will be retained for our planned exploration programs. We will however, require additional funding to proceed with Phase III and any subsequent work on the claim, we have no current plans on how to raise the additional funding. We cannot provide investors with any assurance that we will be able to raise sufficient funds to proceed with any work after the first two phases of the exploration program.

~~RESULTS~~Eco OFcurrently ~~OPERATIONS~~holds an arrangement to rent its main office comprising of 1,892 square feet which is located at 455 South 48th St., Suite 106, Tempe AZ 85281, at a cost of $1,842 per month. The lease expires November 30, 2010.

~~Results~~Intellectual ofProperty Operations for the Year Ended February 28, 2009. No Comparisons are available as the previous period ended February 29, 2008 included only the eleven month cumulative period from April 2, 2007 to February 29, 2008

No Eco’s ~~sales~~technology is comprised of patents, patent applications, trade or ~~income~~service ~~was~~marks, ~~recorded~~data ~~for~~and know-how. As owner, we maintain the ~~year~~technology ~~ended~~at ~~February~~our ~~28, 2009~~expense.

~~Operating~~ Eco ~~Costs~~has made substantial investments in our technology and ~~Expenses~~intellectual property and have incurred development costs for engineering prototypes, pre-production models, and others and field-testing of several products and applications. Eco’s intellectual property strategy has been to build upon our base of core technology that we have developed. In many instances, Eco has incorporated the technology embodied in our core patents into patents covering specific product applications, including product design and packaging. Eco believes this building-block approach provides greater protection to us and our licensees than relying solely on the core patents.

~~Costs~~ Eco’s ~~incurred~~core ~~during the for the Year Ended February 28~~patents, ~~2009~~advanced ~~totalling~~patents ~~$79,888~~and ~~were~~patent ~~comprised~~applications ofcover ~~office~~the ~~and~~means ~~administration~~of ~~cost~~controlling ~~amounting~~the toprincipal ~~$1,746~~emissions ,from ~~legal~~diesel ~~and consulting cost~~ engines:

18nitrogen oxides (NOx);
~~amounting~~particulate tomatter ~~$34,834 for the writing of the S-1 Registration~~(PM); Statement and filing of the 15c211 , Audit fees amounting to $11,500, filing fees amounting to $3,779, Impairment expenses of $25,253 as a result of the 100% write-down of our mineral property and interest cost totalling $2,776.
~~SELECTED~~carbon ~~FINANCIAL~~monoxide ~~INFORMATION~~ (CO);

		February 28, 2009
Current Assets	$	4,564
Total Assets	$	4,564
Current Liabilities	$	39,953
Stockholders' Equity	$	(35,389	)

hydrocarbon (HC); and
~~LIQUIDITY~~carbon ~~AND~~dioxide ~~CAPITAL~~(CO ~~RESOURCES~~2).

~~Our~~Eco’s ~~cash~~core ~~balance is $4~~patents,~~564~~ asadvanced atpatents ~~February 28, 2009. We believe our cash balance is sufficient to fund our limited levels of operations until May 31, 2009. Our short~~ and ~~long-term~~patent ~~survival is dependent on funding from~~applications ~~sales~~include ~~of securities as necessary or from shareholder/related party loans, and thus, to~~ the extent that we require additional funds to support our operations or the expansion of our business, we may attempt to sell additional equity shares or issue debt. Any sale of additional equity securities will result in dilution to our stockholders. There can be no assurance that additional financing, if required, will be available to us or on acceptable terms. following:

~~Our auditor has issued a going concern opinion. This means that there is substantial doubt that we can continue as an on~~Air-~~going~~borne ~~business for the~~catalysts; next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated revenues and no revenues are anticipated until we begin removing and selling minerals. There is no assurance we will ever reach that stage.
WeDelivery ~~are contemplating raising additional capital to finance our exploration programs as we move forward with our exploration plans~~systems. ~~No final decisions regarding the timing of these programs or financing of these programs have been made at this time.~~

~~OFF-BALANCE~~Eco’s ~~SHEET~~key ~~ARRANGEMENTS~~technologies include the following:

WeThe ~~have~~cost noeffective ~~off-balance~~means ~~sheet~~of ~~arrangements~~controlling ~~that~~the ~~have~~principal oremissions ~~are~~from ~~reasonably~~ diesel ~~likely~~engines to(nitrogen ~~have a current or future effect on our financial condition~~oxides, ~~changes~~ inparticulate ~~financial condition~~matter, ~~revenues~~carbon ormonoxide ~~expenses, results of operations,~~and ~~liquidity, capital expenditures or capital resources~~ hydrocarbon).
~~CRITICAL~~Reduction ~~ACCOUNTING~~of ~~POLICIES~~carbon dioxide and other greenhouse gas emissions by enhancing combustion efficiency and by enabling long-term reliable performance of emission control systems.
~~The~~Effective ~~preparation~~utilization of ~~financial~~strategic ~~statements~~catalytic inmaterials ~~conformity~~such ~~with accounting~~as ~~principles generally accepted in the United States of America~~platinum ~~requires~~ enables ~~management~~reduced toemission ~~make~~control asystem ~~wide variety of estimates and assumptions that affect: (1) the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements~~costs, ~~and~~ ~~(2) the reported amounts of revenues~~ and ~~expenses~~low ~~during~~nitrogen ~~the reporting~~dioxide ~~periods~~ emission ~~covered by the financial statements~~levels. Our management routinely makes judgments and estimates about the effect of matters that are inherently uncertain. As the number of variables and assumptions affecting the future resolution of the uncertainties increases, these judgments become even more subjective and complex. We have identified certain accounting policies that are most important to the portrayal

19 Eco relies on a combination of patent, trademark, copyright and trade secret protection in the U.S. and elsewhere as well as confidentiality procedures and contractual provisions to protect our proprietary technology. Further, we enter into confidentiality and invention assignment agreements with our employees and confidentiality agreements with our consultants and other third parties. There can be no assurance that pending patent applications will be approved or that the issued patents or pending applications will not be challenged or circumvented by competitors. Certain critical technology incorporated in our products is protected by patent laws, trade secret laws, confidentiality agreements and licensing agreements. There can be no assurance that such protection will prove adequate or that Eco will have adequate remedies for disclosure of the trade secrets or violations of the intellectual property rights.

of18 our current financial condition and results of operations. Our significant accounting policies are disclosed in Note 1 of the Notes to the Consolidated Financial Statements, and several of those critical accounting policies are as follows:

~~Marketable~~Item ~~Securities~~3. ~~Marketable~~Legal ~~securities may consist of shares, bonds and other negotiable instruments~~Proceedings. Shares will be accounted for as securities held-for-sale in accordance with Statement of Financial Accounting Standards (SFAS) No. 115, Accounting for Certain Investments in Debt and Equity Securities. Marketable securities will be stated at fair value based on market quotes. Unrealized gains and losses are recorded as other comprehensive income, a component of stockholders’ deficit in our consolidated balance sheet.

~~Property~~To ~~and~~the ~~Equipment.~~best ~~Property~~knowledge ~~and~~of ~~equipment~~our ~~are stated~~officers ~~at cost. Depreciation~~ and ~~amortization~~directors, ~~are calculated using~~ the ~~straight-line~~Company ~~method~~is ~~over~~not ~~the~~a ~~respective~~party ~~estimated~~to ~~useful~~any ~~lives~~legal ofproceeding ~~the~~or ~~assets~~litigation.

~~Mine~~Item ~~development~~4: ~~costs~~submission ~~are capitalized after proven and probable reserves have been identified. Amortization~~ of ~~mine~~matters ~~development~~to ~~costs will~~a bevote ~~calculated using the units-~~of~~-production~~ ~~method~~security ~~over the expected life~~holders ~~of the operation based on the estimated proven and probable reserves. As February 29,2008 the Company had no proven or probable reserves.~~

~~Property~~Special ~~Acquisition~~shareholders and Deferred Mineral Property Development Costs. Mineral property acquisition and deferred mineral property development costs are recorded at cost and will be capitalized once determination has been made that a mineral property has proven or probable reserves that can be produced profitably. On the commencement of profitable commercial productionmeeting, ~~depletion~~appointment of ~~each mineral property acquisition and~~new ~~associated~~directors ~~deferred property development costs will be computed on the units of production basis using estimated proven~~ and ~~probable~~officers ~~reserves.~~

~~Exploration~~At ~~Properties.~~a ~~Mineral~~special ~~exploration~~meeting ~~expenditures~~of all of the shareholders of the Company ~~are~~held ~~expensed~~June as2, ~~incurred.~~2009 ~~Property~~the ~~acquisition~~name ~~costs~~of ~~relating~~the Company was changed to ~~exploration~~EcoEmissions Solutions ~~properties~~Inc, ~~are~~(formerly ~~also~~Resource ~~expensed~~Group ~~until~~Inc), the ~~economic~~number ~~viability~~of directors was changed to “no less than two and a maximum of seven”, the ~~project~~authorized iscapital was increased to ~~determined~~260,000,000 shares consisting of 250,000,000 common shares and ~~proven~~10,000,000 preferred shares, and ~~probable~~a ~~reserves~~stock ~~quantified~~dividend of 30 for 1 was approved. ~~Costs~~At ~~associated~~a ~~with~~Board of ~~economically~~Directors ~~viable~~meeting ~~projects~~held ~~are~~on ~~depreciated~~June 8, 2009 two additional directors; Larry Lorenz and ~~amortized~~Thomas inCrom ~~accordance~~were ~~with~~appointed, James Geiskopf and Ken Greenlaw resigned as officers of the ~~policies~~Company ~~described~~while ~~above~~still remaining on the board of directors, Mr. Lorenz was appointed as President and Chief Executive Officer and Mr. Crom was appointed Secretary, Treasurer and Chief Financial Officer.

~~Stripping~~PART ~~Costs.~~II On March 30, 2005, the Financial Accounting Standards Board (FASB) ratified the consensus of the Emerging Issues Task Force (EITF) Issue 04-06 that stripping costs incurred during the production phase of a mine are variable costs that should be included in the costs of the inventory produced during the period that the stripping costs are incurred. The Company will utilize this accounting policy for stripping costs incurred in its mining operations where applicable.

20Common Stock

~~costs~~Our Certificate of Incorporation authorizes the issuance of up to 250,000,000 ~~application~~shares of common stock a (the “Common Stock”) and ~~changing~~10,000,000 share of ~~environmental~~preferred ~~laws~~stock, ~~regulations~~ ~~and~~par ~~interpretation~~value by$.0001 ~~regulatory~~per ~~authorities~~share ~~and~~The ~~the~~Common ~~possible~~Stock trades on ~~participation~~the OTC Bulletin Board. There has been no trading of ~~other~~our ~~potentially~~Common ~~responsible~~Stock ~~parties~~up to February 28, 2010, the current reporting period.

~~Estimated~~Dividend ~~costs~~Policy associated with closure, reclamation and environmental reclamation the Company’s properties will be reflected in its consolidated financial statements in accordance with generally accepted accounting principles, including the adoption of SFAS 143, Accounting for Asset Retirement Obligations, which the Company adopted.

~~Property~~There ~~Evaluations~~are ~~and~~no ~~Impairment~~restrictions ofin ~~Long-Lived Assets.~~our ~~The~~articles ~~Company will review and evaluate the carrying amounts~~ of ~~its mining~~incorporation ~~properties and related buildings and equipment, and other long-lived~~or ~~assets~~bylaws ~~when events or changes in circumstances indicate~~ that ~~the~~prevent ~~carrying~~us ~~amount may~~from ~~not~~declaring ~~be recoverable~~dividends. ~~Estimated~~Delaware ~~future~~General ~~net cash flows, on an undiscounted~~Corporation ~~basis~~Law, ~~from~~Chapter a property or asset will be calculated using estimated recoverable minerals (considering current proven and probable reserves and mineralization expected to be classified as reserves where applicable); estimated future mineral price realization (considering historical and current pricesV, ~~price trends~~Section ~~and~~170 ~~related factors); and operating~~however, ~~capital~~do ~~and~~prohibit ~~reclamation~~us ~~costs. Reduction~~from indeclaring ~~the carrying value of property, plant and equipment, or other~~dividends ~~long-lived assets~~where, ~~with~~after agiving ~~corresponding~~effect ~~charge~~ to ~~earnings, are recorded to~~ the ~~extent~~ ~~that~~distribution ~~the~~of ~~estimated future net cash flows are less than~~ the ~~carrying value.~~dividend:

~~Estimates~~if ofthe ~~future~~capital ~~cash~~of ~~flows~~the ~~are~~corporation, ~~subject~~computed toin ~~risks~~accordance ~~and~~with Delaware ~~uncertainties.~~ General ItCorporation isLaw, ~~reasonably~~shall ~~possible~~have ~~that~~been ~~changes~~diminished inby ~~circumstances~~depreciation ~~could occur~~in ~~which may affect~~ the value ~~recoverability~~ of ~~the~~its ~~Company’s~~property, ~~properties~~or ~~and long-lived~~by ~~assets.~~losses, Inor ~~August 2001~~otherwise, ~~the~~to ~~Statement~~an ofamount ~~Financial~~less ~~Accounting~~than the ~~Standards~~ aggregate ~~(SFAS)~~amount ~~No.~~of ~~144-Note~~the F,capital ~~requires~~represented ~~that~~by ~~long-lived~~the ~~assets~~issued and ~~certain~~outstanding ~~identifiable~~ stock ~~intangibles~~of ~~held~~all ~~and~~classes ~~used~~having bya anpreference ~~entity~~upon bethe ~~reviewed~~distribution ~~for~~of ~~impairment whenever~~assets, ~~events or changes in circumstances indicate that~~ the directors ~~carrying amount~~ of an ~~asset~~such ~~may~~corporation shall not bedeclare ~~recoverable.~~and ~~The~~pay ~~Company~~out ~~management~~of ~~has~~such ~~reviewed its mining~~net ~~property~~ profits ~~for~~any ~~impairment~~dividends ~~and~~upon ~~has~~any ~~determined~~shares ~~that~~of ~~the~~any ~~adoption~~classes of ~~SFAS~~its ~~No.~~capital ~~144~~stock ~~requires~~ until ~~that~~the asdeficiency noin ~~production~~the ~~has~~amount ~~occurred~~of ~~and~~capital ~~with~~represented ~~none~~by ~~being~~the ~~planned~~issued ~~for the~~and ~~next~~ outstanding 12stock ~~months,~~of ~~the~~all ~~Company~~classes ~~fully~~having ~~impair the property , resulting in~~ a ~~write down~~preference ofupon ~~$25,253~~the ~~being~~distribution ~~100%~~ of assets ~~the~~shall ~~book~~have ~~value~~been repaired.

~~Revenue~~Securities ~~Recognition.~~Authorized ~~The~~for ~~company~~Issuance ~~has~~under ~~had no revenues to~~Equity ~~date.~~Compensation ItPlans is the Company’s policy that revenues will be recognized in accordance with SEC Staff Accounting Bulletin (SAB) No. 104, "Revenue Recognition." Under SAB 104, product revenues (or service revenues) are recognized when persuasive evidence of an arrangement exists, delivery has occurred (or service has been performed), the sales price is fixed and determinable and collectibility is reasonably assured.

~~Stock-Based~~The ~~Compensation~~Company ~~and~~does ~~Equity~~not ~~Transactions.~~have ~~We account~~any ~~for~~equity ~~stock-based~~ compensation ~~pursuant~~plans toor ~~SFAS No. 123R, Share-Based~~any ~~Payment,~~individual ancompensation ~~amendment~~arrangements ofwith ~~FASB~~respect ~~Statements~~to ~~123~~its ~~and~~common ~~95,~~stock ~~which~~or preferred ~~requires~~stock. usThe ~~to measure~~issuance ~~the~~of ~~compensation~~any ~~cost~~ of ~~stock~~our ~~options~~common ~~and~~or ~~other~~preferred stock~~-based~~ ~~awards~~is towithin ~~employees~~the ~~and~~discretion ~~directors~~of atour ~~fair~~Board ~~value~~of atDirectors, which has the ~~grant~~power ~~date~~to ~~and~~issue ~~recognize~~any or ~~compensation~~all ~~expense~~of ~~over~~our ~~the~~authorized ~~requisite~~but ~~service~~unissued ~~period~~shares ~~for~~without ~~awards~~stockholder ~~expected to vest~~approval.

~~Except~~19 for transactions with employees and directors that are within the scope of SFAS 123R, all transactions in which goods or services are the consideration received 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. Additionally, in accordance with EITF 96-18, the Company has determined that the dates used to value the transaction are either: (1) the date at which a commitment for performance by the counter party to earn the equity instruments is established; or (2) the date at which the counter party’s performance is complete.

21Recent Sales of Unregistered Securities

~~Recent~~In ~~Accounting~~June ~~Pronouncements~~2009, the Company issued a 30 for 1 roll forward share split to all shareholders. The following share values and numbers of shares issued reflect the result of the roll forward.

In April 2009, the FASB issued FSP No. FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”). FSP FAS 157-4 provides guidance on estimating fair value when market activity has decreased and on identifying transactions that are not orderly. Additionally, entities are required to disclose in interim and annual periods the inputs and valuation techniques used to measure fair value. This FSP is effective for interim and annual periods ending after June 15, 2009. The Company does not expect the adoption of FSP FAS 157-4 will have a material impact on its financial condition or results of operation.

December 2007 - Shares issued to directors for cash at $0.000033333	90,000,000
February 2008 - Shares issued for cash to S-2 purchasers at $0.0033333	18,000,000
May 2009 - Shares issued for consulting services at $0.0033333	150,000
May 2009 - Shares purchased at $0.000033333 from directors and cancelled	(60,000,000	)
Total common shares issued and outstanding	48,150,000

InIssuer ~~October~~Purchases ~~2008, the FASB issued FSP No. FAS 157-3, “Determining the Fair Value~~ of aEquity ~~Financial~~Securities Asset When the Market for That Asset is Not Active,” (“FSP FAS 157-3”), which clarifies application of SFAS 157 in a market that is not active. FSP FAS 157-3 was effective upon issuance, including prior periods for which financial statements have not been issued. The adoption of FSP FAS 157-3 had no impact on the Company’s results of operations, financial condition or cash flows.

InOn ~~December~~May ~~2008~~29, 2009 the ~~FASB~~Company ~~issued~~reached ~~FSP~~and ~~No.~~agreement ~~FAS~~with ~~140-4 and FIN~~two ~~46(R)-8,~~officers/directors ~~“Disclosures~~to bypurchase ~~Public~~30,000,000 ~~Entities~~post-split ~~(Enterprises)~~shares ~~about~~from ~~Transfers~~each, ofin ~~Financial~~aggregate ~~Assets~~60,000,000 ~~and~~shares ~~Interests~~of inthe ~~Variable~~Company’s ~~Interest Entities~~$0.”001 ~~This disclosure-only~~par ~~FSP~~value ~~improves~~stock at the ~~transparency~~price originally ofpaid ~~transfers~~by ofthem, ~~financial~~plus ~~assets and~~future anconsiderations. ~~enterprise’s~~In ~~involvement~~settlement ~~with~~of ~~variable~~the ~~interest entities, including~~future ~~qualifying~~considerations ~~special-purpose~~provision ~~entities.~~of ~~This~~the ~~FSP~~transaction, ~~is effective for~~ the ~~first reporting~~Company ~~period~~agreed ~~(interim~~to orissue ~~annual)~~them 144,000 ~~ending~~two-year ~~after~~share ~~December~~purchase ~~15,~~warrants ~~2008~~each, ~~with earlier~~in ~~application~~aggregate ~~encouraged.~~a ~~The~~total ~~Company~~of ~~adopted~~288,000 two-year ~~this~~share ~~FSP~~purchase ~~effective January 1~~warrants, ~~2009.~~each ~~The~~of ~~adoption~~which ofgrant the ~~FSP~~right ~~had~~to nopurchase ~~impact~~one common onshare of the Company’s ~~results~~for ~~of operations,~~$0.50 ~~financial~~per ~~condition or cash flows~~share.

InThe ~~December~~transaction ~~2008,~~in ~~the~~aggregate ~~FASB~~totalled ~~issued~~$7,392 ~~FSP~~consisting ~~No. FAS 132(R)-1,~~of ~~“Employers’~~$2,000 ~~Disclosures~~paid ~~about~~to ~~Postretirement~~the ~~Benefit~~officers/directors ~~Plan~~for ~~Assets”~~the ~~(“FSP FAS 132(R)~~post-~~1”).~~split ~~FSP~~60,000,000 ~~FAS~~shares ~~132(R)-1 requires additional fair value disclosures about employers’ pension~~ and ~~postretirement benefit plan assets consistent with~~ ~~guidance~~an ~~contained~~amount inof ~~SFAS 157. Specifically~~$5,392 ~~employers~~which ~~will~~was beexpensed ~~required~~on ~~to disclose~~the ~~information~~income ~~about~~statement ~~how~~as ~~investment allocation decisions are made~~directors compensation, the ~~fair~~ deemed value of ~~each major category of plan assets and information about~~ the ~~inputs~~ ~~and~~share ~~valuation~~purchase ~~techniques~~warrants ~~used~~based toon ~~develop~~ the ~~fair value measurements of~~ ~~plan~~result ~~assets. This FSP is effective for fiscal years ending after December 15, 2009. The Company does not expect the adoption~~ of ~~FSP~~a ~~FAS 132(R)~~Black-1Scholes ~~will~~Model ~~have a material impact on its financial condition or results of operation~~calculation.

InItem ~~September 2008, the FASB issued exposure drafts that eliminate qualifying special purpose entities from the guidance of SFAS No~~6. ~~140, “Accounting~~Selected ~~for Transfers and Servicing of~~ Financial ~~Assets and Extinguishments of Liabilities,” and FASB Interpretation 46 (revised December 2003), “Consolidation of Variable Interest Entities – an interpretation of ARB No~~Data. 51,” as well as other modifications. While the proposed revised pronouncements have not been finalized and the proposals are subject to further public comment, the Company anticipates the changes will not have a significant impact on the Company’s financial statements. The changes would be effective March 1, 2010, on a prospective basis.

InAs ~~June~~a ~~2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, (~~“~~FSP~~smaller ~~EITF~~reporting ~~03-6-1~~company”). ~~FSP~~as ~~EITF~~defined ~~03-6-1~~by ~~addresses whether~~Item ~~instruments~~10 ~~granted in share-based payment transactions are~~of ~~participating~~Regulation ~~securities prior to vesting~~S-K, ~~and therefore need to be included in~~ the ~~computation~~Company ~~of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1~~ is ~~effective~~not ~~for~~required ~~financial~~to ~~statements~~provide ~~issued~~this ~~for~~information ~~fiscal years beginning on or after December 15, 2008 and earlier~~

22Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation

~~adoption~~Disclosure isregarding ~~prohibited. We are not required to adopt FSP EITF 03~~forward-~~6-1;~~looking ~~neither do we believe that FSP EITF 03-6-1 would have material effect on~~statements ~~our consolidated financial position and results of operations if adopted.~~

In All ~~May~~statements ~~2008,~~other ~~the~~than statements ~~Financial~~of ~~Accounting~~historical ~~Standards~~fact ~~Board~~included ~~(“FASB”) issued~~in ~~SFAS~~this ~~No.~~Form ~~163~~10-K including, ~~“Accounting~~without limitation, ~~for~~statements ~~Financial~~under ~~Guarantee~~“Management’s ~~Insurance~~Discussion ~~Contracts-~~and ~~interpretation~~ Analysis of ~~FASB~~Financial Condition ~~Statement~~and ~~No.~~Results 60of Operations”. ~~SFAS~~regarding ~~No.~~our ~~163~~financial ~~clarifies~~position, ~~how~~business strategy ~~Statement~~and the plans and objectives of management for future operations, are 60forward ~~applies~~looking tostatements. ~~financial~~When ~~guarantee~~used ~~insurance~~in ~~contracts~~this Form 10-K, ~~including~~words ~~the~~such ~~recognition~~as ~~and~~“anticipate,” ~~measurement~~“believe,” of“estimate,” ~~premium~~“expect,” ~~revenue~~“intend” and ~~claims~~similar ~~liabilities.~~expressions, as ~~This~~they ~~statement~~relate ~~also requires~~to ~~expanded~~us ~~disclosures~~or ~~about~~our ~~financial~~management, ~~guarantee~~identify ~~insurance~~forward ~~contracts~~looking statements. ~~SFAS~~Such ~~No.~~forward ~~163~~looking isstatements ~~effective~~are ~~for~~based ~~fiscal~~on ~~years~~the ~~beginning~~beliefs onof ormanagement, ~~after~~as ~~December~~well as 15assumptions made by, ~~2008,~~ and ~~interim~~information ~~periods~~currently ~~within~~available ~~those~~to, ~~years~~our management. Actual ~~SFAS~~results ~~No.~~could ~~163~~differ ~~has~~materially nofrom ~~effect~~those oncontemplated by the forward ~~Company’s~~looking ~~financial~~statements ~~position,~~as ~~statements~~a result of ~~operations,~~certain factors detailed in our filings with the Securities and Exchange Commission. All subsequent written or ~~cash~~oral ~~flows~~forward looking atstatements ~~this~~attributable to us or persons acting on our behalf are ~~time~~qualified in their entirety by this paragraph.

InOverview May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB’s amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

In From ~~March~~an ~~2008,~~operational ~~the Financial Accounting Standards Board~~perspective, or ~~FASB,~~the ~~issued~~company ~~SFAS No. 161~~had, ~~Disclosures about Derivative Instruments~~ and ~~Hedging Activities—an~~continues ~~amendment~~to ofhave, ~~FASB~~no ~~Statement~~operating Nobusiness. ~~133.~~Expenses ~~This~~for ~~standard requires~~the ~~companies~~year towere ~~provide~~in ~~enhanced~~three ~~disclosures~~categories: ~~about~~ (ai) ~~how~~required ~~and~~corporate ~~why~~legal anand ~~entity uses~~maintenance ~~derivative instruments~~expenses, ~~(b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations~~e.g., ~~and~~SEC ~~(c) how~~filings ~~derivative~~such ~~instruments~~as ~~and related hedged items affect an entity~~10-Q’s ~~financial position~~, ~~financial~~8-K’s ~~performance,~~ and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has not yet adopted the ~~provisions of SFAS No. 161~~10-K, ~~but does not expect it to have a~~corporate ~~material~~franchise ~~impact~~taxes; on(i) ~~its~~closing ~~consolidated~~costs ~~financial~~including ~~position~~accounting, ~~results~~legal ofand ~~operations~~SEC ordocument ~~cash~~preparation ~~flows~~costs.

InThe ~~December~~Company ~~2007,~~currently ~~the~~does ~~SEC~~not ~~issued~~engage ~~Staff Accounting Bulletin (SAB) No. 110 regarding the use of a "simplified" method, as discussed~~ in ~~SAB No.~~any ~~107 (SAB 107), in developing an estimate of expected term of "plain vanilla"~~business ~~share~~activities ~~options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular, the staff indicated in SAB 107~~ that itprovide ~~will~~cash ~~accept a company's election to use the simplified method, regardless of whether the company has sufficient information to make more refined estimates of expected term~~flow. AtDuring the ~~time~~ ~~SAB~~next ~~107~~twelve ~~was~~months ~~issued,~~we ~~the staff believed that more detailed external~~anticipate ~~information~~incurring ~~about~~costs ~~employee~~related ~~exercise behavior (e.g., employee exercise patterns by industry and/or other categories of companies) would, over time, become readily available~~ to: companies. Therefore, the staff stated in SAB 107 that it would not expect a company to use the simplified method for share option grants after December 31, 2007. The staff understands that such detailed information about employee exercise behavior may not be widely available by December 31, 2007. Accordingly, the staff will continue to accept, under certain circumstances, the use of the simplified method beyond December 31, 2007. The Company currently uses the simplified method for “plain vanilla” share options and warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

In(i) ~~December~~filing ~~2007,~~Exchange ~~the~~Act ~~FASB issued SFAS No. 160~~reports, ~~Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51. This statement amends ARB 51 to establish accounting~~ and ~~reporting standards for the noncontrolling interest in a subsidiary and for~~

23(ii) investigating, analyzing and consummating an acquisition.

~~the~~20 deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this statement was issued, limited guidance existed for reporting noncontrolling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This statement improves comparability by eliminating that diversity. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this statement is the same as that of the related Statement 141 (revised 2007). The Company will adopt this Statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

~~In December 2007, the FASB, issued FAS No~~2. 141 (revised 2007), Business Combinations’. This Statement replaces FASB Statement No. 141, Business Combinations, but retains the fundamental requirements in Statement 141. This Statement establishes principles and requirements for how the acquirer: (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. The effective date of this statement is the same as that of the related FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements. The Company will adopt this statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

InWe ~~February~~believe ~~2007,~~we ~~the~~will ~~FASB,~~be ~~issued~~able ~~SFAS~~to ~~No.~~meet ~~159,~~these ~~The~~costs ~~Fair~~through, ~~Value~~loan ~~Option~~ from ~~for~~related ~~Financial~~parties ~~Assets~~ and ~~Liabilities—Including~~additional anamounts, ~~Amendment~~as of FASB Statement No. 115. This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. This option is available to all entities. Most of the provisions in FAS 159 are elective; howevernecessary, ~~an amendment~~ to ~~FAS~~be ~~115~~loaned ~~Accounting for Certain Investments in Debt and Equity Securities applies~~ to ~~all entities with available for sale~~ or ~~trading~~ ~~securities.~~ invested Some requirements apply differently to entities that do not report net income. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in ~~the~~us ~~first~~by ~~120~~our ~~days of that fiscal year and also elects to apply the provisions of SFAS No. 157 Fair Value Measurements. The Company adopted SFAS No. 159 beginning March 1~~stockholders, ~~2008~~management ~~and~~or ~~has~~other ~~determined that its adoption has had no effect on its consolidated financial statements~~investors.

InOther ~~September~~then ~~2006,~~our ~~the~~signed ~~FASB~~MOU ~~issued~~with ~~SFAS~~EcoEmissions ~~No. 157~~Systems, ~~Fair~~Inc ~~Value~~our ~~Measurements~~management ~~This~~has ~~statement~~had ~~defines~~no ~~fair~~contact ~~value,~~and ~~establishes~~discussions awith ~~framework~~other ~~for measuring~~entities ~~fair~~regarding ~~value~~a merger inor ~~generally~~business ~~accepted~~combination ~~accounting~~with ~~principles~~us. ~~(GAAP),~~Any ~~and expands~~target ~~disclosures~~business ~~about~~that ~~fair~~is ~~value~~selected ~~measurements.~~may be ~~This~~a ~~statement~~financially ~~applies~~unstable ~~under other~~company ~~accounting~~or ~~pronouncements~~an ~~that~~entity ~~require~~in orits ~~permit~~early ~~fair~~stages ~~value~~of development ~~measurements~~or growth, ~~the~~ ~~Board~~including ~~having~~entities ~~previously~~without ~~concluded~~established inrecords ~~those~~of ~~accounting~~sales or ~~pronouncements~~earnings. In that ~~fair~~ ~~value~~event, iswe ~~the~~will ~~relevant~~be ~~measurement~~subject ~~attribute.~~to ~~Accordingly,~~numerous ~~this~~risks ~~statement does~~inherent ~~not~~in ~~require~~the business ~~any~~and ~~new~~operations ~~fair~~of ~~value~~financially ~~measurements.~~unstable ~~However,~~and ~~for~~early ~~some~~stage ~~entities,~~or potential ~~the~~emerging ~~application~~growth ofcompanies. ~~this~~In ~~statement~~addition, ~~will~~we ~~change~~may ~~current~~effect ~~practice.~~a ~~This~~business ~~statement~~combination iswith ~~effective~~an ~~for~~entity ~~financial~~in ~~statements~~an ~~issued~~industry ~~for~~characterized ~~fiscal~~by ~~years~~a ~~beginning~~high ~~after November~~level ~~15,~~of ~~2007~~risk, and, although ~~interim~~our ~~periods~~management ~~within~~will ~~those~~endeavor ~~fiscal~~to ~~years.~~evaluate ~~Earlier~~the risks inherent in a ~~application~~particular istarget ~~encouraged~~business, ~~provided~~there ~~that~~can ~~the~~be ~~reporting~~no ~~entity~~assurance ~~has~~that ~~not~~we ~~yet~~will ~~issued~~properly ~~financial~~ascertain or assess all significant risks.

24The Company anticipates that the selection of a merger or business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital which we will have and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

~~statements~~As ~~for~~indicated ~~that~~in ~~fiscal~~the ~~year,~~accompanying ~~including~~ financial statements, at ~~for~~February an28, ~~interim~~2010, ~~period~~we ~~within~~had ~~that~~$1,376 ~~fiscal~~in ~~year~~cash. ~~The~~We ~~Company~~cannot ~~has~~assure ~~adopted~~you ~~this statement~~that ~~March~~our 1,plan ~~2008,~~to consummate ~~and~~a itbusiness ~~adoption~~combination ~~has~~or ~~had~~raise ~~no impact on~~ the ~~Company’s consolidated~~necessary ~~financial~~capital ~~position,~~to ~~results of~~ fund operations orwill ~~cash~~be ~~flows~~successful.

InThese ~~April 2003~~factors, ~~the~~among ~~FASB issued SFAS No. 149 "Amendment of Statement 133 on Derivative Instruments and Hedging Activities"~~others, ~~which~~raise ~~amends and~~substantial ~~clarifies~~doubt ~~the~~as ~~accounting~~to ~~guidance on certain derivative instruments and~~our ~~hedging~~ability ~~activities.~~to ~~SFAS~~continue ~~149~~as isa ~~generally~~going ~~effective for contracts entered into or modified after June 30, 2003 and hedging relationships designated after June 30, 2003~~concern. The adoption of this statement did not impact the Company's financial position, results of operations, or cash flows. In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." SFAS 150 establishes standards for how an issuer of equity (including the equity shares of any entity whose financial statements are included in the consolidated financial statements) classifies and measures on its balance sheet certain financial instruments with characteristics of both liabilities and equity. SFAS 150 is effective for financial instruments entered into or modified after May 31, 2003 and for existing financial instruments after July 1, 2003. The adoption of this statement did not impact the Company's financial position, results of operations, or cash flows.

InLiquidity ~~January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest Entities,"~~ and aCapital ~~revised~~Resources interpretation of FIN 46 ("FIN 46-R") in December 2003. FIN 46 requires certain variable interest entities ("VIEs") to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The provisions of FIN 46 are effective immediately for all arrangements entered into after January 31, 2003. Since January 31, 2003, the Company has not invested in any entities it believes are variable interest entities for which the Company is the primary beneficiary. For all arrangements entered into after January 31, 2003, the Company was required to continue to apply FIN 46 through April 30, 2004. The Company was required to adopt the provisions of FIN 46-R for those arrangements on May 1, 2004. For arrangements entered into prior to February 1, 2003, the Company was required to adopt the provisions of FIN 46-R on May 1, 2004. The adoption of this statement did not impact the Company's financial position, results of operations, or cash flows.

~~PART~~As IIof -February ~~FINANCIAL~~28, ~~INFORMATION~~2010 the Company had current assets equal to $1,376, comprised of cash. This compares with current assets as of February 28, 2009, equal to $4,564, comprised of cash. The Company’s current liabilities as of February 28, 2010 totalled $68,272, made up of loans payable to related parties amounting to $64,014, accrued liabilities amounting to $3,500 and accounts payable amounting to $758. In the comparable period February 28, 2009 current liabilities totalled $39,953, made up of loans payable to related parties amounting to $35,127, accrued liabilities amounting to $3,500 and accounts payable amounting to $1,326.

~~ITEM~~The 7:following ~~FINANCIAL~~is ~~STATEMENTS~~a summary of the Company's cash flows provided by (used in) operating, investing, and financing activities for the years ended December 31, 2009 and December 31, 2008 and for the cumulative period from April 2,2007 (Inception) to February 28, 2010.

Our fiscal year end is February 2009. We will provide audited financial statements to our stockholders on an annual basis. Our consolidated audited financial statements for the fiscal years ended February 28, 2009 follow. These financial statements include as well, accumulated costs from inception on April 2, 2007 to February 28, 2009.

								For the
								Cumulative
								Period from
		The Year			The Year			April 2, 2007
		Ended			Ended			(Inception) to
		February 28,			February 28,			February 28,
		2010			2009			2010
Net Cash (Used in) Operating Activities	$	(25,670	)	$	(47,034	)	$	(90,353	)
Net Cash (Used in) Investing Activities	$	0		$	(25,253	)		(25,253	)
Net Cash Provided by Financing Activities	$	22,626		$	45,500		$	117,126
Net Increase (Decrease) in Cash and Cash Equivalents	$	(3,044	)	$	4,564		$	1,376

2521

~~Resource~~Results ~~Group Inc. (A Development Stage Company) Financial Statements with Report~~ of ~~Independent~~operations ~~Registered Public Accounting Firm February 29, 2009~~

	Page
Report of Independent Registered Public Accounting Firm	F-2
Financial Statements:
Balance Sheet	F-3
Statement of Operations	F-4
Statement of Cash Flow	F-5
Statement of Stockholders’ Equity	F-6
Notes to Financial Statements	F-7 to F-11

He Company has restated its results for the Year ended February 28, 2009. This restatement increased our losses in an amount of $608. The information reported below include the restated results.

FFor the year ended February 28, 2010, we had losses of $29,502, comprised of professional fees totalling $20,615, office and administrative of $4,974, directors compensation of $247 and interest totalling dollar sign $3,666 For the comparable period ending February 28, 2009 our restated losses totalled $80,496, made up of professional fees of 46,334, office and administrative of $5,525, impairment expenses were $25,253 as a result of the 100% write-1down of our mineral property, and interest totalling $3,384. Period inserted

~~MOORE~~No &sales ~~ASSOCIATES, CHARTERED ACCOUNTANTS~~or ~~AND ADVISORS PCAOB~~income ~~REGISTERED~~was recorded for the year ended February 28, 2010

~~REPORT~~Selected OFFinancial ~~INDEPENDENT~~Information ~~REGISTERED~~– ~~PUBLIC~~February ~~ACCOUNTING FIRM~~28, 2010

To the Board of Directors Resource Group, Inc. (An Exploration Stage Company)

		February 28, 2010

Current Assets	$	1,376
Total Assets	$	1,376
Current Liabilities	$	68,272
Stockholders' Equity	$	(66,896	)

WeSelected ~~have~~Financial ~~audited~~Information ~~the~~– ~~accompanying balance sheet of Resource Group, Inc. (A Exploration Stage Company) as of~~ February 2928, ~~2008, and the~~ ~~related~~2010 statements of operations, stockholders’ equity and cash flow for the year ended February 29, 2008 and since inception on April 2, 2007 through February 29, 2008. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

WeResults ~~conducted~~of ~~our~~Operations ~~audits~~for ~~in accordance with standards of~~ the ~~Public~~ ~~Company~~Year ~~Accounting~~Ended ~~Oversight~~February ~~Board~~28, ~~(United States)~~2009. ~~Those standards~~No ~~require~~Comparisons ~~that~~are weavailable ~~plan~~as ~~and perform~~ the ~~audits~~previous toperiod ~~obtain~~ended ~~reasonable~~February ~~assurance about whether the financial statements are free of material misstatement. An audit includes examining~~29, ~~on a test basis, evidence supporting the amounts and~~2008 ~~disclosures~~included inonly the ~~financial~~eleven-month ~~statements.~~cumulative Anperiod ~~audit~~from ~~also~~April ~~includes assessing the accounting principles used and significant estimates made by management~~2, as2007 ~~well as~~to ~~evaluating the overall financial statement presentation. We believe that our~~February ~~audits~~29, ~~provide~~2008 ~~a reasonable basis for our opinion.~~

InNo ~~our~~sales ~~opinion,~~or ~~the~~income ~~financial~~was ~~statements~~recorded referred to above present fairly, in all material respects, the financial position of Resource Group, Inc. (A Exploration Stage Company) as of February 29, 2008, and the related statements of operations, stockholders’ equity and cash flow for the year ended February 2928, ~~2008 and since inception on April 2, 2007 through~~ ~~February 29, 2008, in conformity with accounting principles generally accepted in the United States of America.~~ 2009

~~The~~Operating ~~accompanying~~Costs financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has had no business operations to date and ~~must~~Expenses secure additional financing to commence the Company’s plan of operations, which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~/s/~~Costs ~~Moore~~incurred &during ~~Associates~~the for the Year Ended February 28, ~~Chartered~~2009 totalling $80,496 were comprised of office and administration cost amounting to $5,525 , professional fees amounting to $46,334 for the writing of the S-1 Registration Statement and filing of the 15c211 , including audit fees amounting to $11,500, impairment expenses of $25,253 as a result of the 100% write-down of our mineral property and interest cost totalling 3,384.

Moore & Associates Chartered Las Vegas, Nevada April 5, 2008

		February 28, 2009

Current Assets	$	4,564
Total Assets	$	4,564
Current Liabilities	$	40,561
Stockholders' Equity	$	(35,997	)

~~2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253~~Off-~~7499~~Balance ~~Fax~~Sheet ~~(702)~~Arrangements ~~253-7501~~

FWe have no off-2balance sheet 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.

~~Resource~~Contractual ~~Group,~~Obligations ~~Inc (An Exploration Stage Company) Balance Sheets~~

	At February		At February
	28, 2009		29, 2008
	$		$
ASSETS
Current Assets
Cash	4,564		97,098
Total Current Assets	4,564		97,098
Other Assets
Mining Claims – at cost (Note 4)	-		25,253
Total Other Assets	-		25,253
Total Assets	4,564		122,351
LIABILITIES & STOCKHOLDERS EQUITY
Current
	1,326		-
Accounts Payable
	3,500		-
Accrued Liabilities
Loans Payable Related Parties (Note 5)	35,127		77,852
Total Current Liabilities	39,953		77,852
STOCKHOLDERS’ EQUITY
Capital Stock
Authorized:
75,000,000 common shares, par value $0.001 per share
Issued and outstanding:
3,600,000 common shares	3,600		3,600
Additional paid-in capital	59,400		59,400
Deficit Accumulated During the Exploration Stage	(98,389	)	(18,501	)
Total Shareholders’ Equity	(35,389	)	44,499
Total Liabilities and Stockholders’ Equity	4,564		122,351

~~The~~As ~~accompanying~~a ~~notes~~“smaller ~~are~~reporting ancompany” ~~integral~~as ~~part~~defined ofby ~~these~~Item ~~Financial~~10 of ~~Statements~~Regulation S-K, the Company is not required to provide this information

~~F-3~~Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

~~Resource~~As ~~Group,~~a ~~Inc~~“smaller ~~(An~~reporting ~~Exploration~~company” ~~Stage~~as ~~Company) Statements~~defined ofby ~~Operations~~Item ~~Period~~10 ~~from~~of Regulation ~~Inception~~S-K, ~~(April~~the 2,Company ~~2007~~is not required to ~~February~~ ~~28,~~provide ~~2009)~~this information.

			Cumulative		Cumulative
	Year Ended		amounts from		amounts from
	February 28, 2009		Inception April 2,		Inception April 2,
			2007 to February		2007 to February
			28, 2008		28, 2009
	$		$		$
Revenue
Income	-		-		-
Expenses
Organizational costs	-		5,000		5,000
Office and Administration	1,746		2,649		4,395
Legal and Consulting Fees	34,834		10,000		44,834
Audit Fees	11,500		-		11,500
Filing Fees	3,779		-		3,779
Impairment Expense- Mining Claim Asset	25,253		-		25,253
	77,112		17,649		94,761
Net Loss from Operations	77,112		17,649		94,761
Other Income
Interest Income			-		-
Other Expense
Interest	2,776		852		3,628
Provision for Income Tax	-		-		-
Net Loss For The Period	(79,888	)	(18,501	)	(98,389	)
Basic And Diluted Loss Per Common Share	(0.022	)	(0.006	)
Weighted Average Number of Common
Shares Outstanding	3,600,000		3,046,757

Critical accounting policies

The ~~accompanying~~preparation ~~notes~~of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make a wide variety of estimates and assumptions that affect: (1) the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, and (2) the reported amounts of revenues and expenses during the reporting periods covered by the financial statements. Our management routinely makes judgments and estimates about the effect of matters that are aninherently uncertain. ~~integral~~As ~~part~~the number of variables and assumptions affecting the future resolution of the uncertainties increases, these ~~Financial~~judgments become even more subjective and complex. We have identified certain accounting policies that are most important to the portrayal of our current financial condition and results of operations. Our significant accounting policies are disclosed in Note 1 of the Notes to the Consolidated Financial Statements, and several of those critical accounting policies are as follows:

~~F-4~~Marketable Securities.

~~Resource~~Marketable ~~Group,~~securities ~~Inc~~may ~~(An~~consist ~~Exploration~~of ~~Stage~~shares, ~~Company)~~bonds and other ~~Statements~~negotiable ofinstruments. ~~Cash~~Shares ~~Flows~~will ~~Period~~be ~~from~~accounted ~~Inception,~~for ~~(April~~as 2securities held-for-sale in accordance with ASC 320, ~~2007~~“Investments.” toMarketable securities will be stated ~~February~~at 29fair value based on market quotes. Unrealized gains and losses are recorded as other comprehensive income, ~~2009)~~a component of stockholders’ deficit in our consolidated balance sheet.

			Cumulative		Cumulative
			amounts from		amounts from
			Date of		Date of
			Incorporation		Incorporation
	Year Ended		April 2, 2007 to		April 2, 2007 to
	February 28,		February 28,		February 28,
	2009		2008		2009
Operating Activities	$		$		$
Net Income (Loss)	(79,888	)	(18,501	)	(98,389	)
	(79,888	)	(18,501	)	(98,389	)
Adjustments To Reconcile Net Loss To Net Cash
Provided by Operations	-				-
Stock Issued for services	-				-
Gain on settlement of debt	-				-
Change in Assets and Liabilities	-				-
(Increase) decrease in Mining Property Value	25,253				25,253
(Increase) decrease in accounts receivable	-				-
(Increase) decrease in accrued liabilities	3,500				3,500
(Increase) decrease in accounts payable	1,326				1,326
Net Cash Provided (Used) by Operating Activities	(49,809	)	(18,501	)
					(68,310	)
Investing Activities
Cash paid for Mining Property	-		(25,253	)	(25,253	)
Net Cash Provided (Used) by Investing Activities	-		(25,253	)	(93,563	)
Financing Activities
Cash paid for notes payable - related parties	(42,725	)	77,852		35,127
Cash Received from issuance of stock	-		63,000		63,000
Net Cash Provided (Used) by Financing Activities	(42,725	)	140,852		98,127
Increase (Decrease) in Cash from Continuing Operations	(92,534	)	97,098		4,564
Cash and Cash Equivalents at Beginning of Period	97,098		-		-
Cash and Cash Equivalents at End of Period	4,564		97,098		4,564
Supplemental Information
Cash Paid For:
Interest					-
Income Taxes					-

Estimated costs associated with closure, reclamation and environmental reclamation the Company’s properties will be reflected in its consolidated financial statements in accordance with generally accepted accounting principles, including the adoption of SFAS 143, Accounting for Asset Retirement Obligations, which the Company adopted.

~~The~~Revenue ~~accompanying notes are an integral part of these Financial Statements~~ Recognition.

~~F-5~~The company has had no revenues to date. It is the Company’s policy that revenues will be recognized in accordance with ASC 605, "Revenue Recognition." Under ASC 605, product revenues (or service revenues) are recognized when persuasive evidence of an arrangement exists, delivery has occurred (or service has been performed), the sales price is fixed and determinable and collectibility is reasonably assured.

~~Resource~~Stock-Based ~~Group,~~Compensation ~~Inc.~~and ~~(An Exploration Stage Company) Statements of Stockholders’~~ Equity ~~February 28, 2009~~ Transactions.

				Deficit
	Capital Stock			Accumulated
			Additional	During the
			Paid-In	Exploration
	Shares	Amount	Capital	Stage		Total
		$	$	$		$
Balance Forward	0					0
December 2007
Shares issued for cash at $0.001	3,000,000	3,000	-			3,000
February ,2008
Shares issued for cash at $0.010	600,000	600	59,400			60,000
	3,600,000	3,600	59,400			63,000
Deficit for Period				(18,501	)	(18,501	)
Balance,
February 29, 2008	3,600,000	3,600	59,400	(18,501	)	44,499
Deficit for Period				(79,888	)	(79,888	)
Balance,
February 28, 2009	3,600,000	3,600	59,400	(98,389	)	(35,389	)

We account for stock-based compensation pursuant to ASC 505-50, Equity Based Payments, an amendment of FASB Statements 123 and 95, which requires us to measure the compensation cost of stock options and other stock-based awards to employees and directors at fair value at the grant date and recognize compensation expense over the requisite service period for awards expected to vest.

~~The~~Except ~~accompanying~~for ~~notes~~transactions with employees and directors that are within anthe ~~integral~~scope ~~part~~of ASC 505-50, all transactions in which goods or services are the consideration received for the issuance of ~~these~~equity ~~Financial~~instruments are accounted ~~Statements~~for based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Additionally, in accordance with EITF 96-18, the Company has determined that the dates used to value the transaction are either: (1) the date at which a commitment for performance by the counter party to earn the equity instruments is established; or (2) the date at which the counter party’s performance is complete.

~~F-6~~23

~~Resource~~Accounting ~~Group, Inc. (An Exploration Stage Company) Notes to Financial Statements February 28, 2009~~ Pronouncements

1. See Note 2 to the consolidated financial statements for ~~NATURE~~ information ~~AND~~concerning ~~CONTINUANCE~~recent OFaccounting ~~OPERATIONS~~pronouncements and the impact of those standards.

~~a) Organization~~Item 8: Financial Statements and Supplemental Data

~~The~~Our ~~Company~~fiscal ~~was~~year ~~incorporated~~end inis February 28. We will provide audited financial statements to our stockholders on an annual basis. Our consolidated audited financial statements for the ~~State~~fiscal ofyears ~~Delaware~~ended February 28, ~~United~~2010 and ~~States~~2009 offollow. ~~America~~These financial statements also include accumulated costs from inception on April 2, 2007. ~~The~~to ~~Company’s year-end is~~ February 28, 2010.

~~b) Development Stage~~Audited ~~Activities~~financial statements begin on the following page of this report.

~~The~~24 Company is in the development stage and has not yet realized any revenues from its planned operations. The Company’s business plan is to acquire mining properties in Canada while remaining open to the acquisition of other base and precious metal property opportunities worldwide. During this period the Company has acquired a Molybdenum – Gold property located at Strohn Creek, British Columbia, Canada, further described as the Meziadin Lake Project

~~Based~~EcoEmissions ~~upon~~Solutions ~~the~~Inc ~~Company's business plan, it is a development~~ ~~stage~~ (formerly ~~enterprise.~~known ~~Accordingly,~~as ~~the Company presents its financial statements in~~Resource ~~conformity~~ Group ~~with generally accepted accounting principles (GAAP~~Inc) ~~in the United~~ ~~States~~ (A ofDevelopment ~~America~~Stage ~~that apply in establishing operating enterprises. As a development stage enterprise, the~~ Company) ~~discloses the deficit accumulated~~ ~~during~~ Financial ~~the~~Statements ~~development stage and the cumulative statements of operations and~~ ~~cash~~ February ~~flows~~28, ~~from~~2010 ~~inception to the current balance sheet date.~~

2. SIGNIFICANT ACCOUNTING POLICIES

	Page

Financial Statements:

Balance Sheets	F-2

Statements of Operations	F-3

Statements of Cash Flow	F-4

Statements of Stockholders’ Equity	F-5

Notes to Financial Statements	F-6 to F-12

~~This~~F-1 summary of significant accounting policies is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management who is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles in the United States of America and have been consistently applied in the preparation of the financial statements. The financial statements are stated in United States of America dollars.

~~a) Organizational~~25 ~~and Start-up Costs~~

~~Costs~~SEALE ofAND ~~start-up activities~~BEERS, ~~including~~CPAs ~~organizational costs,~~ ~~are~~ PCAOB ~~expensed~~& asCPAB REGISTERED ~~incurred~~AUDITORS ~~in accordance with SOP 98-5~~ www.sealebeers.com

~~b) Income~~CONSENT ~~Taxes~~OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~The~~We ~~Company~~consent ~~has~~to ~~adopted~~ the ~~Statement~~use, ofin ~~Financial~~the ~~Accounting Standards~~statement ~~No.~~on ~~109~~Form –10K ~~“Accounting~~of EcoEmissions ~~for~~Solutions ~~Income~~Inc. ~~Taxes”~~ (~~SFAS~~A ~~109~~Development Stage Company)., ~~SFAS~~of ~~109~~our ~~requires~~report dated ~~the~~ June ~~use~~15, of2010 ~~the~~on ~~asset~~our ~~and~~audit ~~liability~~of ~~method~~the offinancial ~~accounting~~statements of ~~income~~EcoEmissions ~~taxes~~Solutions Inc. ~~Under the~~(A ~~asset~~Development ~~and~~Stage ~~liability~~Company) ~~method~~as of ~~SFAS~~February ~~109~~28, ~~deferred~~2010 ~~tax assets~~ and ~~liabilities are~~2009 ~~recognized for the future tax consequences attributable to temporary~~(Restated), ~~differences~~ and ~~between~~ the ~~financial~~related statements ~~carrying amounts~~ of ~~existing~~operations, ~~assets and~~stockholders' ~~liabilities~~equity and ~~their~~cash ~~respective tax bases. Deferred tax assets and~~flows ~~liabilities~~ for ~~are~~the ~~measured~~years ~~using~~ended ~~enacted~~February ~~tax~~28, ~~rates~~2010 ~~expected~~and to2009 ~~apply~~(Restated), toand ~~taxable~~since inception ~~income~~ on inApril ~~the~~2, ~~years~~2007 inthrough ~~which~~February ~~those~~28, ~~temporary~~2010, ~~differences~~and ~~are~~the ~~expected~~reference to ~~be recovered~~us orunder ~~settled~~the caption "Experts."

~~F-7~~/s/ Seale and Beers, CPAs Seale and Beers, CPAs Las Vegas, Nevada June 16, 2010

~~c) Basic~~ Seale and ~~Diluted~~Beers, ~~Loss~~CPAs ~~Per~~PCAOB ~~Share~~& CPAB Registered Auditors 50 S. Tones Blvd Suite 202 Las Vegas, NV 89107 Phone: (888)727-8251 Fax: (888)782-2351

InEcoEmissions ~~accordance~~Solutions ~~with~~Inc ~~SFAS No. 128 – “Earnings Per Share”, the~~ ~~basic~~ (formerly ~~loss~~known ~~per~~as ~~common share is computed by dividing net loss available to common~~Resource ~~stockholders~~ Group byInc) ~~the weighted average number of common shares outstanding.~~ ~~Diluted~~ (A ~~loss~~Development ~~per~~Stage ~~common~~Company) ~~share is computed similar to basic loss per common share~~ ~~except~~ Balance ~~that the denominator is increased to include the number of additional~~Sheets ~~common~~ (Audited) ~~shares that would have been outstanding if the potential common shares~~ ~~had been issued and if the additional common shares were dilutive. At February 28, 2009 the Company had no stock equivalents that were anti-dilutive and excluded in the earnings per share computation.~~

d) Estimated Fair Value of Financial Instruments

		Year Ended			Year Ended
		February 28, 2010			February 28, 2009
					(Restated)

ASSETS
Current Assets
Cash	$	1,376		$	4,564

Total Current Assets		1,376			4,564

Total Assets	$	1,376		$	4,564

LIABILITIES

Current
	$	758		$	1,326
Accounts Payable
		3,500			3,500
Accrued Liabilities
Loans Payable Related Parties-Principal (Note 5)		56,126			31,500
Loans Payable Related Parties-Accrued Interest (Note 5)		7,888			4,235
Total Current Liabilities		68,272			40,561
Total Liabilities	$	68,272		$	40,561

STOCKHOLDERS’ EQUITY

Authorized: 250,000,000 common and 10,000,000 preferred shares
Issued and outstanding at February 28, 2010 and February 28, 2009, 48,150,000, and 108,000,000 common shares, respectively		48,150			108,000
Additional paid-in capital		13,597			(45,000	)
Deficit Accumulated During the Exploration Stage		(128,499	)		(98,997	)
Accumulated OCI – Foreign Exchange		(144	)		-
Total Stockholders’ Equity		(66,896	)		(35,997	)

Total Liabilities and Stockholders’ Equity	$	1,376		$	4,564

The ~~carrying~~accompanying ~~value~~notes ofare ~~the~~an ~~Company’s~~integral ~~financial~~part ~~instruments, consisting~~ of ~~accounts~~these ~~payable and accrued liabilities approximate their fair~~Financial ~~value~~ Statements due to the short-term maturity of such instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial statements.

~~e) Revenue Recognition~~F-2

~~The~~26 company has had no revenues to date. It is the Company’s policy that revenues will be recognized in accordance with SEC Staff Accounting Bulletin (SAB) No. 104, "Revenue Recognition." Under SAB 104, product revenues (or service revenues) are recognized when persuasive evidence of an arrangement exists, delivery has occurred (or service has been performed), the sales price is fixed and determinable and collectibility is reasonably assured.

fEcoEmissions Solutions Inc (formerly known as Resource Group Inc) ~~Currency~~ (A Development Stage Company) Statements of Operations (Audited)

The functional currency of the Company is the United States Dollar.

					Year Ended			Cumulative amounts
		Year Ended			February 28,			from Inception April 2,
		February 28,			2009			2007 to February 28
		2010			(Restated)			2010

Revenue
Income	$	-		$	-		$	-
Expenses
Organization Expenses		-			-			5,000
Office and Administration		4,974			5,525			13,148
Professional Fees		20,615			46,334			76,949
Directors Compensation		247			-			247
Impairment Expense- Mining Claim		-			25,253			25,253
Total Expenses		25,836			77,112			120,597

Net Loss from Operations		(25,836	)		(77,112	)		(120,597	)

Other Income and Expenses
Interest Expense-Related Party		(3,653	)		(3,384	)		(7,902	)
Interest Expense –Other		(13	)		-			(14	)
Loss For The Period	$	(29,502	)	$	(80,496	)	$	(128,486	)
Basic And Diluted Loss Per Common Share
		(0.00	)		(0.00	)

Weighted Average Number of Common Shares Outstanding		62,743,562			108,000,000

~~g) Use~~ The accompanying notes are an integral part of ~~Estimates~~these Financial Statements

~~The~~F-3 preparation of the Company’s financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates.

~~h) Cash and~~27 ~~Cash Equivalents~~

~~The~~EcoEmissions ~~Company~~Solutions ~~considers~~Inc ~~all~~ (formerly ~~highly~~known ~~liquid~~as ~~debt~~Resource Group ~~instruments~~Inc) ~~with~~ an (A ~~original~~Development ~~maturity~~Stage ofCompany) ~~three~~ Statements ~~months~~of orCash ~~less~~Flows to (Audited) ~~be cash equivalents.~~

i) Earnings (Loss) Per Share

								Cumulative
					Year Ended			amounts from
		Year Ended			February 28,			Inception April 2
		February 28,			2009			2007 to February
		2010						28, 2010
					(Restated)
Operating Activities
Net Income (Loss)	$	(29,502	)	$	(80,496	)	$	(133,644	)

Adjustments To Reconcile Net Loss To Net Cash
Provided by Operations		-			-			-
Stock Issued for services		500			-			500
Issue dividend in Warrants		5,392			-			5,392
Change in Assets and Liabilities		-			-			-
(Increase) decrease in Mining Property Value		-			25,253			25,253
(Increase) decrease in accrued liabilities		-			3,500			3,500
(Increase) decrease in accounts payable		(568	)		1,326			758
Cash provided by (used for) Notes Payable-Related Party		3,653			3,383			7,888
Net Cash Provided (Used) by Operating Activities		(27,670	)		(47,034	)		(90,353	)
Investing Activities
Cash Paid for Mining Property		-			-			(25,253	)
Net Cash Provided (Used) by Investing Activities		-			-			(25,253	)
Financing Activities
Cash provided by (used) Notes Payable-Related Party-Net		24,626			(45,500	)		54,126
Cash Received from issuance of stock		-			-			63,000
Net Cash Provided (Used) by Financing Activities		24,626			(45,500	)		117,126
Increase (Decrease) in Cash from Continuing Operations		(3,044	)		(92,534	)		1,520
Accumulated OCI-Foreign Exchange		(144	)		-			(144	)
Cash and Cash Equivalents at Beginning of Period		4,564		$	97,098			-
Cash and Cash Equivalents at End of Period	$	1,376		$	4,564		$	1,376
Supplemental Information
Cash Paid For:
Interest
Income Taxes		-			-			-
Supplemental
Non-Cash Activities
Company Stock repurchased, exchanged for warrants and stock cancelled	$	5,392		$	-		$	5,392
Notes Payable for Company Stock repurchased		2,000						2,000
Interest		3,666			3,384			7,888

~~Earnings~~The ~~(loss)~~accompanying ~~per~~notes ~~share~~are ofan ~~common~~integral ~~stock~~part ~~is computed by dividing the net earnings (loss) by the weighted average number~~ of ~~common~~these ~~shares~~Financial ~~outstanding~~ Statements ~~during the period. Diluted earnings per share is not shown for periods in which the Company incurs a loss because it would be anti-dilutive.~~

F-84

~~j) Recent Accounting~~28 ~~Pronouncements~~

InEcoEmissions ~~April~~Solutions ~~2009,~~Inc ~~the FASB issued FSP No. FAS 157-4, “Determining~~ ~~Fair~~ (formerly ~~Value~~known ~~When~~as ~~the Volume and Level of Activity for the Asset or Liability Have~~Resource ~~Significantly~~ Group ~~Decreased and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”~~Inc). ~~FSP FAS 157-4 provides guidance on estimating fair value when~~ ~~market~~ (A ~~activity~~Development ~~has~~Stage ~~decreased~~Company) ~~and on identifying transactions that are not~~ ~~orderly.~~ Statements ~~Additionally,~~of ~~entities are required to disclose in interim and annual~~Stockholders’ ~~periods~~ Equity ~~the inputs and valuation techniques used to measure fair value. This FSP~~ is February ~~effective for interim and annual periods ending after June 15~~28, ~~2009.~~2010 ~~The~~ ~~Company does not expect the adoption of FSP FAS 157-4 will have a material impact on its financial condition or results of operation.~~

In October 2008, the FASB issued FSP No. FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active,” (“FSP FAS 157-3”), which clarifies application of SFAS 157 in a market that is not active. FSP FAS 157-3 was effective upon issuance, including prior periods for which financial statements have not been issued. The adoption of FSP FAS 157-3 had no impact on the Company’s results of operations, financial condition or cash flows.

									Deficit
	Common Stock								Accumulated
					Additional		Accumulated		During the
					Paid-In		OCI-Foreign		Exploration
	Shares		Amount		Capital		Exchange		Stage		Total
			$		$		$		$		$
Balance Forward (Inception) April 2, 2007 December 2007	-		-		-		-		-		-
Shares issued for cash at $0.000033333 February 2008	90,000,000		90,000		(87,000	)					3,000
Shares issued for cash at $0.0033333	18,000,000		18,000		42,000						60,000
Deficit for Period Ended February 29, 2008									(18,501	)	(18,501	)
Balance February 29, 2008	108,000,000		108,000		(45,000	)	-				44,499
									(18,501	)
Deficit for Period ended February 29, 2009											(80,496	)
									(80,496	)
Balance February 29, 2009	108,000,000		108,000		(45,000	)	-				(35,997	)
									(98,997	)
May 2009 Shares issued for consulting Services 150,000 at 0.0033333	150,000		150		350						500
May 2009 Shares purchased from directors 60,000,000 at 0.000033333 and cancelled	(60,000,000	)	(60,000	)	58,000						(2,000	)
June 2009 288,000 warrants issued as additional consideration for shares returned to treasury					247						247
Accumulated OCI – Foreign Exchange							(144	)			(144	)
Deficit for Year Ended February 28, 2010									(29,502	)	(29,489	)
Balance February 28, 2010	48,150,000		48,150		13,597		(144	)	(128,499	)	(66,896	)

InThe ~~December~~accompanying ~~2008,~~notes ~~the~~are FASB issued FSP No. FAS 140-4 and FIN 46(R)-8, “Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities.” This disclosure-only FSP improves the transparency of transfers of financial assets and an ~~enterprise’s~~integral ~~involvement~~part with variable interest entities, including qualifying special-purpose entities. This FSP is effective for the first reporting period (interim or annual) ending after December 15, 2008, with earlier application encouraged. The Company adopted this FSP effective January 1, 2009. The adoption of ~~the~~these ~~FSP had no impact on the Company’s results of~~Financial ~~operations,~~ Statements ~~financial condition or cash flows.~~

~~In December 2008, the FASB issued FSP No. FAS 132(R)~~F-~~1, “Employers’~~5 Disclosures about Postretirement Benefit Plan Assets” (“FSP FAS 132(R)-1”). FSP FAS 132(R)-1 requires additional fair value disclosures about employers’ pension and postretirement benefit plan assets consistent with guidance contained in SFAS 157. Specifically, employers will be required to disclose information about how investment allocation decisions are made, the fair value of each major category of plan assets and information about the inputs and valuation techniques used to develop the fair value measurements of plan assets. This FSP is effective for fiscal years ending after December 15, 2009. The Company does not expect the adoption of FSP FAS 132(R)-1 will have a material impact on its financial condition or results of operation.

In29 September 2008, the FASB issued exposure drafts that eliminate qualifying special purpose entities from the guidance of SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” and FASB Interpretation 46 (revised December 2003), “Consolidation of Variable Interest Entities – an interpretation of ARB No. 51,” as well as other modifications. While the proposed revised pronouncements have not been finalized and the proposals are subject to further public comment, the Company anticipates the changes will not have a significant impact on the Company’s financial statements. The changes would be effective March 1, 2010, on a prospective basis.

InEcoEmissions ~~June~~Solutions ~~2008,~~Inc ~~the FASB issued FASB Staff Position EITF 03-6-1,~~ ~~Determining~~ (formerly ~~Whether~~known ~~Instruments~~as ~~Granted in Share-Based Payment Transactions~~Resource ~~Are~~ Group ~~Participating~~Inc) ~~Securities,~~ (~~“FSP~~A ~~EITF~~Development ~~03-6-1”~~Stage Company). ~~FSP EITF 03-6-1 addresses~~ ~~whether~~ Notes ~~instruments~~to ~~granted~~Financial inStatements ~~share-based payment transactions are~~ ~~participating~~ February ~~securities prior to vesting~~28, ~~and~~2010 ~~therefore need to be included in the~~

FNOTE 1 -9 BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS

ja) ~~Recent~~ ~~Accounting~~ Basis ~~Pronouncements-~~of ~~cont’d~~Presentation

~~computation~~The ofinformation ~~earnings~~presented ~~per~~in ~~share under~~ the ~~two-class~~accompanying ~~method as~~financial ~~described~~ statements infor ~~FASB~~the ~~Statement~~year ofended ~~Financial~~February ~~Accounting Standards No. 128~~28, ~~“Earnings per~~2010 ~~Share.”~~and ~~FSP~~February ~~EITF~~28, ~~03-6-1~~2009, ~~is effective for financial statements issued for~~are ~~fiscal~~ audited ~~years~~and ~~beginning~~includes onall oradjustments, ~~after~~which ~~December 15~~are, ~~2008~~in ~~and~~the ~~earlier~~opinion ~~adoption~~of isthe ~~prohibited.~~ management Weof ~~are~~EcoEmissions ~~not~~Solutions ~~required~~Inc to(formerly ~~adopt~~Resource ~~FSP~~Group ~~EITF~~Inc) ~~03-6-1; neither do we believe~~(the ~~that~~ “Company”), ~~FSP~~necessary ~~EITF~~to ~~03-6-1~~present ~~would~~fairly ~~have~~the ~~material~~financial ~~effect~~position, onresults ~~our consolidated financial~~of ~~position~~ operations and ~~results~~cash offlows ~~operations~~in ifthe ~~adopted~~periods presented.

~~In May 2008, the Financial Accounting Standards Board (“FASB”~~b) ~~issued~~ Reclassifications SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60”. SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

InCertain ~~May~~reclassifications ~~2008,~~have ~~the~~been ~~Financial~~made ~~Accounting~~to ~~Standards~~the ~~Board~~prior ~~(“FASB”)~~years’ ~~issued~~ financial ~~SFAS~~statements ~~No.~~to ~~162,~~conform ~~“The~~to ~~Hierarchy~~the ofcurrent ~~Generally~~year ~~Accepted Accounting Principles”~~presentation. ~~SFAS~~On ~~No. 162 sets forth~~ the Statement ~~level~~ of ~~authority~~Operation, towe ahave ~~given accounting~~consolidated ~~pronouncement~~expense oritem ~~document~~Filing byFees ~~category. Where there might be~~into ~~conflicting~~ Office ~~guidance~~Administration, ~~between~~Legal ~~two~~and ~~categories~~Consulting, ~~the~~and ~~more~~Audit ~~authoritative~~Fees ~~category will~~are ~~prevail.~~now ~~SFAS No. 162 will become effective 60 days after the SEC approves~~included ~~the~~ under ~~PCAOB’s amendments to AU Section 411 of the AICPA~~ Professional ~~Standards~~Fees. ~~SFAS~~ ~~No.~~These ~~162~~reclassifications ~~has~~had no effect on ~~the~~previously reported ~~Company’s~~results ~~financial position, statements~~ of operations, or ~~cash~~retained ~~flows at this time~~earnings.

In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133. This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) ~~how~~ Development ~~derivative~~Stage ~~instruments~~Activities and related hedged items affect an entity’s financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has not yet adopted the provisions of SFAS No. 161, but does not expect it to have a material impact on its consolidated financial position, results of operations or cash flows.

InThe ~~December~~Company ~~2007,~~is in the ~~SEC~~development ~~issued~~stage ~~Staff~~and ~~Accounting~~has ~~Bulletin~~not yet ~~(SAB)~~ realized ~~No.~~any ~~110~~revenues ~~regarding~~from ~~the~~its ~~use~~planned ofoperations. aBased ~~"simplified"~~upon ~~method,~~the ~~as discussed in SAB~~Company's ~~No.~~ business ~~107 (SAB 107)~~plan, init ~~developing~~is ana ~~estimate~~development ofstage ~~expected~~enterprise. ~~term~~The ofCompany ~~"plain~~presents ~~vanilla"~~its ~~share~~ financial ~~options~~statements in ~~accordance~~conformity with ~~SFAS~~generally ~~No.~~accepted ~~123~~accounting principles (RGAAP), ~~Share-Based~~in ~~Payment. In particular,~~ the ~~staff~~United ~~indicated~~States inof ~~SAB~~America ~~107~~ that itapply ~~will~~in ~~accept~~establishing ~~a company's~~operating ~~election~~ enterprises. toAs ~~use~~a ~~the~~development ~~simplified~~stage ~~method~~enterprise, ~~regardless~~the ofCompany ~~whether~~discloses the ~~company has~~ ~~sufficient~~ deficit ~~information~~accumulated toduring ~~make more refined estimates of expected term. At~~ the ~~time~~ ~~SAB~~development ~~107~~stage ~~was~~and ~~issued,~~ the ~~staff~~cumulative ~~believed that more detailed external~~statements ~~information~~ of ~~about~~operations ~~employee exercise behavior (e.g., employee exercise patterns by industry~~ and~~/or~~ ~~other~~cash ~~categories~~flows offrom ~~companies)~~inception ~~would, over time, become readily available~~ to ~~companies. Therefore,~~ the ~~staff~~current ~~stated~~balance insheet ~~SAB 107 that it would not expect a company to use the simplified method for share option grants after December 31, 2007~~date. ~~The staff understands that such detailed information about employee exercise behavior may not be widely available by December 31, 2007. Accordingly, the staff will continue to accept, under~~

~~F-10~~d) Organization

~~j) Recent~~The Company was incorporated as Resource Group Inc, in the ~~Accounting~~ State ~~Pronouncements-~~of ~~cont~~Delaware, United States of America on April 2, 2007. The Company’ds year-end is February 28.

~~certain~~We ~~circumstances,~~were ~~the~~originally ~~use~~structured ofand ~~the~~organized ~~simplified~~as ~~method~~a ~~beyond~~resource ~~December 31~~ company, ~~2007.~~planning ~~The~~to ~~Company~~acquire ~~currently~~mining ~~uses~~properties ~~the~~in ~~simplified~~Canada ~~method~~while ~~for~~remaining ~~“plain~~open to ~~vanilla”~~ the ~~share~~acquisition ~~options~~of ~~and~~other ~~warrants,~~base and ~~will~~precious ~~assess~~metal ~~the~~property ~~impact~~opportunities worldwide. ofDuring ~~SAB~~the ~~110~~year ~~for fiscal~~ended ~~year~~February 28, 2009., Itthe isCompany ~~not~~acquired ~~believed~~a Molybdenum ~~that~~– ~~this~~Gold ~~will~~property ~~have~~located anat ~~impact~~Strohn onCreek, ~~the Company’s~~British ~~consolidated~~Columbia, ~~financial position~~Canada, further ~~results~~described ofas ~~operations~~the orMeziadin ~~cash~~Lake ~~flows~~Project.

InOn ~~December~~June ~~2007~~1, 2009 the ~~FASB~~Company ~~issued~~entered ~~SFAS~~into ~~No.~~a ~~160,~~Memorandum ~~Noncontrolling~~of ~~Interests~~ Understanding inwith ~~Consolidated~~EcoEmissions ~~Financial~~System, ~~Statements—an~~Inc ~~amendment~~ of ~~ARB~~Tempe ~~No.~~Arizona ~~51.~~(ECO) ~~This statement amends ARB 51~~ to ~~establish accounting and reporting standards for the~~acquire ~~noncontrolling~~ 100 ~~interest~~% ~~in a subsidiary and for the deconsolidation~~ of ~~a subsidiary.~~ECO Itsubject ~~clarifies~~to ~~that~~ECO acompleting ~~noncontrolling~~an ~~interest~~independent inaudit aof ~~subsidiary~~it ~~is an~~financial ~~ownership~~ records ~~interest~~and inother ~~the~~conditions ~~consolidated~~precedent. ~~entity~~At ~~that should be reported as equity in~~ the ~~consolidated~~date ~~financial~~of ~~statements. Before~~ this ~~statement~~report ~~was~~the ~~issued,~~financial ~~limited~~ information ~~guidance~~and ~~existed~~other ~~for~~conditions ~~reporting~~were ~~noncontrolling interests~~incomplete. AsThe aparties ~~result, considerable~~continue ~~diversity~~to ~~in practice existed. So-called minority interests were~~work ~~reported~~ together in ~~the~~an ~~consolidated~~effort ~~statement~~to ofcomplete ~~financial position as liabilities or in~~ the ~~mezzanine~~transaction. ~~section~~EcoEmissions ~~between~~System, ~~liabilities~~Inc owns and ~~equity.~~manufactures ~~This~~a ~~statement~~proprietary ~~improves comparability~~product bywhich ~~eliminating that diversity. This statement~~ is ~~effective~~adapted ~~for fiscal~~to ~~years,~~all ~~and~~size ~~interim periods within those fiscal years, beginning on or~~diesel ~~after~~ combustion ~~December~~engines ~~15,~~to ~~2008~~reduce ~~(that is~~emissions, ~~January~~reduce 1maintenance, ~~2009,~~reduce ~~for entities with calendar~~fuel ~~year-ends).~~ consumption ~~Earlier~~by ~~adoption~~about is8% ~~prohibited.~~and ~~The~~increase ~~effective date of this statement is~~ the ~~same~~life ~~as that~~ of the ~~related~~engine ~~Statement 141~~ (~~revised 2007). The Company will adopt this Statement beginning March 1, 2009. It is not believed that this will have an impact on~~ the ~~Company’s consolidated financial position, results of~~“Eco ~~operations or cash flows~~ Technology”).

InF-6 December 2007, the FASB, issued FAS No. 141 (revised 2007), Business Combinations’. This Statement replaces FASB Statement No. 141, Business Combinations, but retains the fundamental requirements in Statement 141. This Statement establishes principles and requirements for how the acquirer: (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. The effective date of this statement is the same as that of the related FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements. The Company will adopt this statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

In30 February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for Financial Assets and Liabilities—Including an Amendment of FASB Statement No. 115. This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. This option is available to all entities. Most of the provisions in FAS 159 are elective; however, an amendment to FAS 115 Accounting for Certain Investments in Debt and Equity Securities applies to all entities with available for sale or trading securities. Some requirements apply differently to entities that do not report net income. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of SFAS No. 157 Fair Value Measurements. The Company adopted SFAS No. 159 beginning March 1, 2008 and has

FNOTE 1 -11 BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS (CONT’D)

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

~~determined~~On ~~that~~June 4th, 2009 the Company sold its ~~adoption~~Strohn ~~has~~Creek mineral ~~had~~property nolocated ~~effect~~near Strohn Creek to Skyhigh Resources Inc for 2,500,060 shares of Skyhigh Resources common stock. As a condition of the transaction the director of EcoEmissions Solutions Inc required Skyhigh Resources Inc to distribute these shares on ~~its~~a pro-rata basis, to the ~~consolidated~~ shareholders ~~financial~~of ~~statements~~the Company. No gain/loss value was placed on the transaction, as the property had previously been 100% impaired resulting in an expense of $25,253 entered to the Statement of Operations.

InOn ~~September~~December ~~2006~~7, ~~the~~2009 FASB issued SFAS No. 157, Fair Value Measurements This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurements, the ~~Board~~Company ~~having~~filed ~~previously~~an ~~concluded~~8-K inwith ~~those accounting pronouncements that fair value is~~ the ~~relevant measurement attribute. Accordingly, this statement~~United ~~does~~ States ~~not~~Securities require any new fair value measurements. However, for some entities, the application of this statement will change current practice. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and ~~interim~~Exchange ~~periods within those fiscal years. Earlier application is encouraged~~Commission, which provided ~~that~~additional ~~the reporting entity has not yet issued~~details ~~financial~~ precedent ~~statements~~to ~~for that fiscal year, including financial statements for an interim period within that fiscal year. The Company has adopted this statement March 1, 2008, and it adoption has had no impact on~~ the Company’s ~~consolidated financial~~completion ~~position, results~~ of ~~operations~~the oracquisition ~~cash~~of ~~flows~~EcoEmission Systems Inc.

InNOTE ~~April~~2 ~~2003,~~- ~~the~~SIGNIFICANT ~~FASB~~ACCOUNTING ~~issued~~POLICIES SFAS No. 149 "Amendment of Statement 133 on Derivative Instruments and Hedging Activities", which amends and clarifies the accounting guidance on certain derivative instruments and hedging activities. SFAS 149 is generally effective for contracts entered into or modified after June 30, 2003 and hedging relationships designated after June 30, 2003. The adoption of this statement did not impact the Company's financial position, results of operations, or cash flows. In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." SFAS 150 establishes standards for how an issuer of equity (including the equity shares of any entity whose financial statements are included in the consolidated financial statements) classifies and measures on its balance sheet certain financial instruments with characteristics of both liabilities and equity. SFAS 150 is effective for financial instruments entered into or modified after May 31, 2003 and for existing financial instruments after July 1, 2003. The adoption of this statement did not impact the Company's financial position, results of operations, or cash flows.

InThis ~~January~~summary ~~2003, the FASB issued FIN No. 46, "Consolidation~~ of ~~Variable~~ ~~Interest~~significant ~~Entities,"~~accounting ~~and~~policies ais ~~revised~~presented ~~interpretation of FIN 46 ("FIN 46-R") in December 2003. FIN 46 requires certain variable interest entities ("VIEs")~~ to be assist ~~consolidated by the primary beneficiary of the entity if the equity investors~~ in ~~the~~understanding ~~entity do not have~~ the ~~characteristics~~Company’s ~~of a controlling~~ financial ~~interest~~ orstatements. doThe ~~not have sufficient equity at risk for the entity to finance its activities without additional subordinated~~ financial ~~support from other parties.~~ ~~The~~ statements ~~provisions~~and ofnotes ~~FIN 46~~ are ~~effective~~representations ~~immediately~~of ~~for all arrangements entered into after January 31, 2003. Since January 31, 2003,~~ the Company’s ~~has~~management ~~not~~who is ~~invested~~ responsible ~~in any entities it believes are variable interest entities~~ for ~~which the~~their ~~Company~~integrity isand ~~the primary beneficiary~~objectivity. ~~For~~These ~~all~~accounting ~~arrangements entered into after~~policies ~~January~~ conform ~~31, 2003, the Company was required~~ to ~~continue~~generally toaccepted ~~apply~~accounting ~~FIN~~principles 46in ~~through April 30, 2004. The Company was required to adopt~~ the ~~provisions~~United ofStates ~~FIN 46-R for~~of ~~those~~ America ~~arrangements~~and onhave ~~May~~been 1,consistently ~~2004.~~applied ~~For~~in ~~arrangements entered into prior to February 1, 2003,~~ the ~~Company~~preparation ~~was~~of ~~required to adopt~~ the ~~provisions of FIN 46-R~~financial ~~on May 1, 2004~~ statements. The ~~adoption~~financial ofstatements ~~this~~are ~~statement~~stated ~~did~~in ~~not~~United ~~impact~~States ~~the Company's financial position, results~~ of ~~operations, or cash flows~~America dollars.

FOrganizational and Start-12up Costs

~~k) NOTE~~Costs Fof start-up ~~SFAS~~activities, ~~No.~~including ~~144~~organizational -costs, are ~~Accounting~~expensed ~~for~~as ~~the~~incurred ~~Impairment~~in oraccordance ~~Disposal~~with ~~of Long~~ASC 720-~~Lived~~15. ~~Assets (Issued 8/01)~~

~~Statement~~Income ofTaxes Financial Accounting Standards (SFAS) No. 144 requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company management has reviewed its mining property for impairment and has determined that the adoption of SFAS No. 144 requires that as no production has occurred and none being planned for the next 12 months, the Company fully impair the property, resulting in a write down of $25,253 being 100% of the book value

~~l) Advertising~~The Company uses the asset and liability method of accounting ~~Costs~~ of income taxes. Under the asset and liability method deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled

Basic and Fully-Diluted Loss Per Share The ~~Company’s~~basic loss ~~policy~~per ~~regarding~~common ~~advertising~~share is computed by dividing net loss available to ~~expense~~common ~~advertising~~ stockholders ~~when~~by ~~incurred~~the weighted average number of common shares outstanding. Fully-Diluted ~~The~~loss ~~Company~~per ~~had~~common ~~not~~share ~~incurred~~is ~~any~~computed ~~advertising~~similar ~~expense~~to basic loss per common as share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. At February 28, 2010 and February 28, 2009 the Company had no stock equivalents that were anti-dilutive and excluded in the earnings per share computation.

~~m) Other~~F-7

~~The~~31 ~~Company consists of one reportable business segment. The Company paid no dividends during the periods presented.~~

~~3. BASIS~~NOTE OF2 ~~PRESENTATION~~- –SIGNIFICANT ~~GOING~~ACCOUNTING ~~CONCERN~~POLICIES (CONT’D)

~~The~~Estimated ~~accompanying~~Fair ~~financial~~Value ~~statements~~of ~~have~~Financial ~~been~~Instruments ~~prepared in~~ ~~conformity with generally accepted accounting principles in the United States of~~ The ~~America,~~ carrying ~~which~~value ~~contemplates continuation~~ of the Company’s asfinancial ~~a going concern. However~~instruments, ~~the~~consisting ~~Company has no business operations to date and must secure additional financing to commence the Company’s plan~~ of ~~operations. The Company~~accounts ~~intends~~ payable toand ~~acquire~~accrued ~~additional~~liabilities ~~operating~~approximate ~~capital~~their ~~through~~fair ~~equity~~value ~~offerings~~due to the ~~public~~ short-term tomaturity ~~fund~~of ~~its~~such ~~business plan~~instruments. ~~There~~Unless isotherwise nonoted, ~~assurance~~it ~~that the equity~~is ~~offerings~~ management’s ~~will~~opinion bethat ~~successful~~the inCompany ~~raising~~is ~~sufficient~~not ~~funds~~exposed to ~~commence~~significant ~~operations~~interest, currency or tocredit ~~assure~~risks ~~the~~arising ~~eventual~~from ~~profitability~~these offinancial ~~the Company~~statements.

~~4. MINING PROPERTY~~Revenue Recognition

The ~~Company~~company ~~owns~~has ahad ~~Molybdenum-Gold~~no ~~mining~~revenues ~~property~~to ~~located~~date. ~~at Strohn~~It ~~Creek,~~is ~~further described as~~ the ~~Meziadin Lake Project, which is located~~Company’s ~~approximately~~ policy 35that ~~kilometres~~product ~~east~~revenues of(or ~~Stewart,~~service ~~British Columbia. One hundred percent (100%~~revenues) ofwill ~~the~~be ~~property~~recognized ~~has been acquired by the Company from the~~when ~~previous~~ persuasive ~~owner.~~evidence ~~The property is comprised~~ of 2an ~~claims~~arrangement exists, ~~tenure~~delivery ~~number~~has ~~551606~~occurred ~~and 551608 covering approximately 613.5 hectares~~ (~~1,516~~or ~~Acres). The claim extends~~service ~~from~~ has ~~just~~been ~~west~~performed), of the ~~confluence~~sales ofprice ~~Surprise~~is ~~Creek~~fixed and ~~Strohn~~determinable ~~Creek for approximately 2 kilometres east-west~~ and ~~3 kilometres north-south. A geologist~~ ~~was~~ collectibility ~~engaged~~is byreasonably ~~the Company to prepare a Geological Report~~assured. ~~This report was completed January 4, 2008 in accordance with the requirements of National Instrument 43-101 Standards for Disclosure for Mineral Projects.~~

AsConcentrations a requirement of NOTE F - SFAS No. 144 - Accounting for the Impairment or Disposal of Long-Lived Assets (Issued 8/01), the Company is required periodically to review its long-lived assets and certain identifiable intangibles held and used by an entity, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Management has reviewed its mining property asset for impairment and has determined that the adoption of SFAS No. 144 requires that as no production has occurred and none is being planned for the next 12 months, the Company fully impair the property, resulting in a write down of $25,253 being 100% of the book value.

~~F-13~~Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. At February 28, 2010 and February 28, 2009, the Company had $1,376 and $4,564 respectively, in funds in deposits in a business bank account, which are not insured by agencies of the U.S. Government.

~~5. PROMISSORY~~Currency ~~NOTES PAYABLE - RELATED PARTIES~~

The ~~Company~~functional ~~has~~currency ~~sold to two officers/director~~ of the Company~~, secured~~ ~~one~~is ~~year, 10% Promissory Notes (~~the ~~“Notes),~~United ~~amounting to in aggregate~~States ~~$80,000~~ Dollar.~~00,~~ due November 12, 2008, pursuant to a Purchase Agreement and Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder,. Subsequent to the making of the Notes, on December 1, 2007, the note holders agreed to convert, in aggregate $3,000 of the face value of the Notes into common stock of the Company and in CCCC the Company paid in aggregate $37,500 leaving $39,500 Notes Payable plus accrued interest payable amounting to $3,225 for the period from date of advance, January 18, 2008 to February 28, 2009. On December 15, 2008 the due date on the notes was extended to November 12, 2009.

~~6. INCOME TAXES~~Use of Estimates

The ~~Company~~preparation isof ~~subject~~financial statements in accordance with generally accepted accounting principles in the United States of America require the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to USexist as ~~federal~~of ~~income~~the ~~taxes~~date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. ~~The~~Uncertainties ~~Company~~with respect ~~has~~ to ~~had~~such noestimates ~~income~~and assumptions are inherent in the preparation of the Company’s financial statements; accordingly, it is possible that the actual results could differ from these estimates and ~~therefore~~assumptions ~~has~~and ~~paid~~could nohave ~~income~~a material ~~tax.~~effect on the reported amounts of the Company’s financial position and results of operations.

~~Deferred~~Cash ~~income taxes arise from temporary timing differences in the recognition of income~~ and ~~expenses~~Cash ~~for~~Equivalents ~~financial reporting and tax~~ ~~purposes.~~ The Company’s ~~has~~considers noall highly ~~deferred~~liquid ~~tax~~debt ~~assets~~instruments atwith ~~this~~an ~~time.~~original ~~Income~~maturity ~~taxes~~of ~~at the~~three ~~statutory~~months ~~rate~~or ~~will~~less to be ~~reconciled~~cash toequivalents. ~~the Company’s actual income taxes as follows:~~

Income tax benefit at statutory rate resulting from net operating	(15%)
loss carry forward
Deferred income tax valuation allowance	15%
Actual tax rate	0%

Recent Accounting Pronouncements

7The Company management has reviewed recent accounting pronouncements issued through the date of the issuance of financial statements. ~~STOCKHOLDERS~~ In ~~NOTE~~management’s opinion, except for those pronouncements detailed below, no other pronouncements apply or will have a material effect on the Company’s financial statements.

~~Our~~In ~~Articles~~May of2009, ~~Incorporation~~the ~~authorized~~FASB usissued toASC ~~issue~~855 upSubsequent ~~to 50~~Events,~~000,000~~ ~~shares~~which establishes ofprinciples ~~par~~and ~~value~~requirements ~~$0.001~~for ~~per~~subsequent ~~share~~events. ~~common~~In ~~stock.~~accordance with Asthe provisions of ~~February~~ASC 28855, ~~2009,~~ wethe ~~had~~Company acurrently ~~total~~evaluates ofsubsequent events ~~3,600,000~~through ~~shares~~the ofdate ~~common~~the ~~stock~~financial ~~issued~~statements ~~and~~are ~~outstanding, made~~available upto ofbe ~~the following issuances~~issued.

InF-8 ~~December 2007 we issued 1,500,000 @ $0.001 to each of our two Directors, in aggregate 3,000,000~~

~~In February~~32 2008 the Company filed an S-1 Registration Statement with the US Securities and Exchange Commission which offered up to 600,000 shares offered for sale for cash at $0.10 per share. The offering was fully subscribed; the Company realized a total of $60,000. These stock sales were made to friends and family of the Officers and Directors.

FNOTE 3 -14 BASIS OF PRESENTATION – GOING CONCERN

~~ITEM~~The 8accompanying financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States of America, which contemplates the Company’s continuation as a going concern. ~~CONTROLS~~However, ~~AND~~the ~~PROCEDURES~~Company has minimal business operations to date and losses of approximately $133,644. These matters raise substantial doubt about its ability to continue as a going concern. In view of these matters, realization of certain of the assets in the accompanying balance sheet is dependent upon its ability to meet its financing requirements, raise additional capital, and the success of its future operations. The Company acquired operating capital through equity offerings to the public and through the sale of notes to related parties, to fund its business plan. There is no assurance that the funds received will be sufficient to assure the Company’s eventual profitability. Management believes that actions planned and presently being taken to revise it’s operating and financial requirements provide the opportunity for it to continue as a going concern. The financial statements do not include any adjustments that might result from these uncertainties.

~~EVALUATION~~NOTE OF4 ~~DISCLOSURE~~- ~~CONTROLS~~INCOME TAXES

WeThe ~~evaluated~~Company ~~the~~is ~~effectiveness~~subject ofto ~~our~~U.S. ~~disclosure~~federal ~~controls~~income ~~and procedures as of the date of this report~~taxes. ~~This~~It ~~evaluation~~has ~~was~~had losses ~~conducted~~to bydate, ~~our President~~ and ~~Chief Executive Officer~~therefore, ~~James~~has Ppaid ~~Geiskopf~~no .income tax.

~~Disclosure~~Deferred ~~controls~~income ~~are~~taxes ~~controls~~arise from temporary timing differences in the recognition of income and ~~other~~expenses ~~procedures~~for ~~that~~financial ~~are~~reporting and tax ~~designed~~ purposes. toThe ~~ensure~~Company’s ~~that~~deferred ~~information~~tax ~~that~~assets weconsist ~~are~~entirely ~~required~~of tothe ~~disclose~~benefit infrom net ~~the~~operating loss (“NOL”) carry-forwards. Its deferred tax assets are offset by ~~reports~~ a wevaluation ~~file~~allowance ~~pursuant~~due to the ~~Securities~~uncertainty ~~Exchange~~of ~~Act~~the realization of ~~1934~~the ~~is recorded,~~NOL ~~processed,~~ carry-forwards. ~~summarized~~NOL carry-forwards may be further limited by a change in Company ownership and ~~reported~~other provisions of the tax laws.

~~LIMITATIONS~~The ONdeferred ~~EFFECTIVE~~tax ~~CONTROLS~~assets, valuation allowance and change in valuation allowance are as follows:

Our management does not expect that our disclosure controls or our internal controls over financial reporting will prevent all error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, but no absolute, assurance that the objectives of a control system are met. Further, any control system reflects limitations on resources, and the benefits of a control system must be considered relative to its costs. These limitations also include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of a control. A design of a control system is also based upon certain assumptions about potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

Period Ending	Estimated NOL Carry-forward	Estimated Tax	NOL Expires	Benefit from NOL	Changes in and Valuation Allowance	Net Tax Benefit

February 28, 2009	$98,997		2029	($14,850)	($14,850)	—

February 28, 2010	$128,485		2030	($19,273)	($4,423)	—

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

Based upon their evaluation of our controls, the Chief Executive Officer has concluded that, subject to the limitations noted above, the disclosure controls are ineffective in providing reasonable assurance that material information relating to us is made known to management on a timely basis during the period when our reports are being prepared. There were no changes in our internal controls that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls.

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

~~EVALUATION~~NOTE OF5 ~~AND~~– ~~REPORT~~LOANS ONPAYABLE ~~INTERNAL~~- ~~CONTROL~~RELATED ~~OVER~~PARTY ~~FINANCIAL REPORTING~~LOANS

~~Our~~In ~~management~~November is2007, ~~responsible~~the ~~for~~Company ~~establishing~~issued ~~and~~to ~~maintaining~~two officers/directors ~~adequate~~ of ~~internal~~the ~~control~~Company, ~~over~~secured ~~financial~~one ~~reporting~~year, ~~for~~10% ~~the~~Promissory ~~company.~~Notes ~~Internal control~~(the ~~over~~“Notes), ~~financial reporting is~~ amounting to ~~provide~~in ~~reasonable~~aggregate ~~assurance~~$80,000, ~~regarding the~~due ~~reliability~~November of12, ~~our~~2008. ~~financial~~The ~~reporting~~notes ~~purposes~~pursuant ~~accordance~~to ~~with~~a ~~accounting~~Purchase ~~principles~~ Agreement ~~generally~~and ~~accepted~~Section in4(2) of the ~~United~~Securities ~~States~~Act of ~~America.~~1933, ~~Internal~~as ~~control~~amended, and Rule ~~over~~ 506 ~~financial~~promulgated ~~reporting~~thereunder ~~includes~~and ~~maintaining~~accrue ~~records~~interest ~~that~~at inten ~~reasonable~~percent ~~detail~~(10%) per annum, ~~accurately~~ compounded ~~and~~annually. ~~fairly~~Subsequent ~~reflect~~to ~~our~~the ~~transaction;~~making ~~providing~~of ~~reasonable~~the ~~assurance~~Notes, on December 1, 2007, ~~that~~ the ~~transactions~~note ~~are~~holders ~~recorded~~agreed asto ~~necessary~~convert ~~for~~$1,500 ~~preparations~~each, in aggregate $3,000 of ~~our~~the ~~financial~~face ~~statements;~~ value ~~providing~~of ~~reasonable~~the ~~assurance~~Notes ~~that~~into ~~receipts~~3,000,000 ~~and~~shares ~~expenditures~~of common stock of ~~company~~ ~~assets~~the ~~are~~Company ~~made~~at ina price ~~accordance~~per ~~with~~share ~~management~~of ~~authorization;~~$0.001, ~~and providing~~leaving ~~reasonable~~$77,000 ~~assurance~~plus ~~that~~accrued ~~unauthorized~~interest outstanding.

40F-9

~~acquisitions,~~33 ~~use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected.~~

~~Management conducted~~NOTE an5 ~~evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control~~ – ~~Integrated~~LOANS ~~Framework issued~~PAYABLE by- ~~the~~RELATED ~~Committee~~PARTY ofLOANS ~~Sponsoring Organizations of~~(CONT’D) the Treadway Commission. Based on this evaluation management concluded that the Company's internal controls over financial reporting was ineffective as of February 28, 2009. There where no changes in our internal control over financial reporting during the period ended February 28, 2009 that have materially affected, or are reasonable likely to materially affect, or are reasonably likely to material affect, our internal control over financial reporting.

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

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

~~ITEM~~During 9:this ~~DIRECTORS~~fiscal year ended February 28, ~~EXECUTIVE~~2010, ~~OFFICERS~~the Company received loans from shareholders and other related parties. These loans were originally provided without defined interest and without defined payment terms. On October 15, ~~PROMOTERS~~2009, ~~AND~~Loan ~~CONTROL~~Agreements were entered into which clarified and ~~PERSONS~~ confirmed the terms and conditions. Under the agreed terms the outstanding amounts, are without interest up to November 30, 2009. Commencing December 1, 2009 the outstanding amounts and subsequent amounts, if any, are repayable on demand, interest will accrue at a rate of 10% annum and if earlier demand for payment is not made, the loans are payable November 30, 2011. At February 28, 2010 the total amount owing on these loans to shareholders and other related parties was $23,182, made up of principal in the amount of $22,626 and accrued interest amounting to $555.

~~The~~As ~~following~~at ~~table~~February ~~sets~~28, ~~forth~~2010 the ~~names~~amount ~~and~~for ~~ages~~Loans ofPayable ~~our current~~- ~~directors and executive officers. Also the principal offices and~~Related ~~positions~~ Party, ~~with~~in usaggregate, ~~held~~including byshareholders ~~each person~~ and ~~the~~other ~~date~~related ~~such~~parties ~~person became our~~amounted ~~director~~ to $64,014 ~~executive~~made ~~officer.~~up ~~Our Board~~ of ~~Directors~~principal ~~appoints~~amounting ~~our~~to ~~executive officers. Our directors serve until the earlier occurrence of the election of his or her successor at the next meeting of stockholders~~$56,126 ~~death,~~and ~~resignation~~accrued orinterest ~~removal~~ amounting byto ~~the Board of Directors. There are no family relationships among our directors~~$7, ~~executive officers, and director nominees~~888.

Name	Since	Age	Position
James P. Geiskopf	April 2, 2007	49	CEO, President, Director
Ken Greenlaw	April 2, 2007	44	CFO, Secretary, Treasurer, Director

NOTE 6 –COMMON STOCK AND SHARE PURCHASE WARRANTS

~~James~~On P.May ~~Geiskopf~~29, ~~has~~2009 32the ~~years~~Company ofreached ~~experience~~and agreement with two officers/directors to purchase 30,000,000 post-split shares from each, in aggregate 60,000,000 shares of the ~~car~~Company’s ~~rental~~$0.001 ~~industry~~par value stock at the price originally paid by them, plus future consideration. ~~From~~In ~~1975~~settlement toof ~~1986~~the hefuture consideration ~~was~~provision of the ~~Chief~~transaction, ~~Financial~~the ~~Officer~~Company ofagreed to issue 144,000 ~~Budget~~ two-year ~~Rent~~share purchase warrants each, in aggregate a ~~Car~~total of ~~Fairfield~~288,000 ~~California.~~two-year share ~~From~~purchase ~~1986~~warrants, each of which grant the right to ~~2007~~purchase heone ~~has~~common share ~~been~~of the ~~President~~ ~~and~~Company ~~Chief~~for ~~executive~~$0.50 ~~Officer~~per share. The transaction, in aggregate totalled $2,247 consisting of ~~Budget~~$2,000 ~~Rent~~paid ato ~~Car~~the officers/directors for the post-split 60,000,000 shares and an amount of ~~Fairfield~~$247, which was expensed, on the income ~~California.~~ statement Mras director’s compensation. ~~Geiskopf~~The ~~served~~deemed onvalues of the ~~board~~share purchase warrants were based on a Black Scholes Model calculation. The components used were, Volatility of ~~directors~~200%, a Risk Free Rate of ~~Suisun~~5% ~~Valley~~and ~~Bank from~~a ~~1986~~stock toprice ~~1993~~of $0.10. HeThe Company’s ~~also~~stock ~~served~~was not quoted on the ~~board~~date of ~~Napa~~warrant ~~Valley~~issuance ~~Bancorp~~nor ~~(NASDAQ)~~had it ever ~~from~~ traded ~~1991~~therefore we used $0.00333, the highest price used for any previous stock issuances. No warrant have been exercised during this period up to ~~1993~~February 28, 2010, the total outstanding is 288,000.

~~Ken~~In ~~Greenlaw~~June ~~has~~2009, 16the ~~years~~Company ofissued ~~experience with Microsoft Corporation. From 1991 to 1997 he worked as~~ a ~~Test~~30 ~~Lead~~for in1 ~~the~~forward ~~IMG Community~~stock ~~Technology Group. Projects in clued the Chat Service analysis and Web~~split ~~Scale~~ affected ~~Buddy List. This lead to the joining the MSN team I its early stages of development. From 1997 to 1998 he worked~~ in the ~~role~~form of a ~~vertical~~stock ~~Technical Evangelist~~dividend ~~in ADCU. From 1998~~ to ~~2002 he worked in the GeoUnit as the Map Test Lead responsible for up to 13 staff and~~ all ~~of the map data used in Map Pint, Streets & Trips, Expedia World Atlas, ExpediaMaps~~shareholders.~~com,~~ asThe ~~well as the~~following ~~European~~ share ~~version~~values ~~for everything. From 2002 to 2003 he joined a division as the 8th employee~~ and ~~co-built~~numbers ~~a test team for the Release~~ of ~~NAS~~shares ~~(Network Attached~~reflect ~~Storage), which later came to be known as Windows Storage Server. From 2003 to 2005 he joined~~ the ~~Microsoft~~result ~~Speech Server group part way through the 1.0 release~~ of the ~~product.~~roll ~~From~~forward ~~2005 to present he took on the role of Engineering Manager, tasked with creating the Magik Product Team,~~ and is ~~currently working as Program Manager on~~ the ~~Commerce~~Company’s ~~Sever~~share ~~Oversight~~purchase ~~Team~~from ~~with 66~~its ~~vendors~~officers ~~reporting.~~and directors:

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

~~All~~F-10 ~~directors are elected annually by our shareholders and hold office until the next annual meeting. Each officer holds office at the pleasure of the board of directors.~~

~~CODE~~34 ~~OF ETHICS~~

~~The~~NOTE ~~Company~~7 ~~has~~– ~~not~~RESTATEMENTS ~~formally~~OF ~~adopted~~FEBRUARY ~~a written code of ethics that applies to the Company's principal executive officer~~28, ~~principal~~2009 ~~financial~~COMPARATIVE ~~officer~~ STATEMENTS or controller, or persons performing similar functions. Based on our small size, early development stage and limited financial and human resources, we did not believe that normally adopting a written code of ethics would benefit the shareholders.

~~DIRECTOR~~Deficit ~~INDEPENDENCE~~Accumulated During the Development Stage of February 28, 2009, has been increased by $608 to correct an error made in calculating accrued interest on Related Party Loans. The amount, $608, had been corrected during the subsequent period ended February 28, 2010 therefore the error had no effect on the results for February 28, 2010.

At this time the Company does not have a policy that it’s directors or a majority be independent of management as the Company has at this time only two directors. It is the intention of the Company to implement a policy that a majority of the Board member be independent of the Company’s management as the member’s of the board of director’s increases. A Director is considered independent if the Board affirmatively determines that the Director (or an immediate family member) does not have any direct or indirect material relationship with the Company or its affiliates or any member of senior management of the Company or his or her affiliates. The term “affiliate” means any corporation or other entity that controls, is controlled by, or under common control with the Company, evidenced by the power to elect a majority of the Board of Directors or comparable governing body of such entity. The term “immediate family member” means spouse, parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-in law, brothers- and sisters-in-laws and anyone (other than domestic employees) sharing the Director’s home.

		February 28, 2009
Deficit Accumulated During the Development Stage previously reported	$	98,387
Amount of additional Interest on Related Party Loans		608
Restated Deficit Accumulated During the Development Stage		98,997

~~COMMITTEES~~NOTE 8- SUBSEQUENT EVENTS

WeOn doMay ~~not~~10, ~~have~~2010 ~~audit,~~the ~~nominating,~~Company orfiled ~~compensation~~on ~~committees~~Edgar with the United orStates ~~committees~~Securities ~~performing~~and ~~similar~~Exchange ~~functions~~Commission ~~nor~~an a8-K ~~written~~which ~~nominating,~~provided ~~compensation~~additional ofdetails ~~audit~~precedent ~~committee~~to ~~charter.~~the ~~Our~~Company’s ~~Board~~completion of ~~Directors~~the asacquisition aof ~~whole decides such matters,~~EcoEmission ~~including~~Systems ~~those~~Inc. ~~that~~In ~~would~~this be8-K ~~performed~~disclosure bythe aCompany ~~standing~~announced ~~nominating~~that ~~committee.~~the escrow ~~Our~~agreement ~~Board~~concerning ofthe ~~Directors~~purchase ~~has~~of ~~not~~certain ~~adopted~~shares ~~any~~of ~~processes~~the orCompany’s ~~procedures~~stock ~~for considering~~as ~~executive~~disclosed ~~and~~in ~~director~~its ~~compensation.~~SEC Wefiling ~~have~~of ~~not~~December ~~yet~~8, ~~adopted~~2009 anhas ~~audit,~~been ~~compensation~~completed. In addition, orthe ~~nominating~~8-K ~~committees~~announced ~~because~~the weresignation ~~have~~of ~~not~~its ~~sufficiently~~director ~~developed~~Ken ~~our~~Greenlaw ~~operations~~for personal ~~and~~reasons. ~~have~~There ~~generated~~were no ~~revenues~~disagreements ~~since~~between wethe ~~changed~~Company ~~our~~and ~~business~~Mr ~~model to exploration activities~~Greenlaw.

~~Additionally,~~The weCompany dohas ~~not~~reviewed ~~currently~~subsequent ~~have~~events ~~any~~up ~~specific~~to orand ~~minimum~~including ~~criteria for~~ the ~~election~~issuance date of ~~nominees~~these tostatements, ~~our~~and ~~Board~~determined ofthat ~~Directors~~except ~~nor~~for ~~do we have~~those ~~any~~ events ~~process~~disclosed orherein, ~~procedure~~no ~~for~~additional ~~evaluating~~subsequent ~~such~~events ~~nominees~~have occurred.

~~SHAREHOLDER~~F-11 ~~COMMUNICATIONS~~

~~Our~~35 Board of Directors does not have any defined policy or procedure requirements for our stockholders to send communications to our Board of Directors, including submission of recommendations for nominating directors. We have not yet adopted a process for our security holders to communicate with our Board of Directors because we have not sufficiently developed our operations and corporate governance structure.

~~BOARD~~Item OF9. ~~DIRECTOR~~Changes ~~MEETINGS~~in and Disagreements with Accountants on Accounting and Financial Disclosure.

42There are not and have not been any disagreements between the Company and its accountants on any matter of accounting principles, practices or financial statement disclosure.

NoItem ~~Board~~9A ~~of Directors meetings were held during the year ended February 28, 2009~~(T). WeControls ~~have~~and ~~two directors both of which are officer on the Company~~Procedures.

~~ANNUAL~~Evaluation ~~SHAREHOLDER~~of ~~MEETINGS~~Disclosure Controls and Procedures

We ~~have~~evaluated ~~not~~the ~~yet~~effectiveness ~~held~~of anour ~~annual~~disclosure ~~shareholders~~controls ~~meeting~~and procedures as of the date of this report. This evaluation was conducted by our President and Chief Executive Officer, Larry Lorenz and our Secretary and Chief Financial Officer, Thomas Crom.

~~LEGAL~~Disclosure ~~MATTERS~~controls are controls and other procedures that are designed to ensure that information that we are required to disclose in the reports we file pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported.

~~None~~Limitations ofOn ~~our~~Effective ~~officers,~~Controls ~~directors, or persons nominated for such position, has been involved in legal proceedings that would be material to an evaluation of their ability or integrity, including:~~

~~involvement~~Our inmanagement does not expect that our disclosure controls or our internal controls over financial reporting will prevent all error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, but no absolute, assurance that the objectives of a control system are met. Further, any ~~bankruptcy~~control system reflects limitations on resources, and the benefits of a control system must be considered relative to its costs. These limitations also include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of a control. A design of a control system is also based upon certain assumptions about potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

~~involvement~~Conclusions ~~in any conviction in a criminal proceeding;~~

~~being~~Based upon their evaluation of our controls, the Chief Executive Officer has concluded that, subject to the limitations noted above, the disclosure controls are ineffective in providing reasonable assurance that material information relating to us is made known to management on a ~~pending~~timely basis ~~criminal~~during ~~proceeding;~~the period when our reports are being prepared. There were no changes in our internal controls that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls.

~~being~~Evaluation ~~subject~~Of toAnd ~~any~~Report ~~order~~On orInternal ~~judgment,~~Control ~~decree permanently or temporarily~~Over ~~enjoining~~Financial ~~barring,~~Reporting ~~suspending or otherwise limiting their involvement in any type of business, securities or banking activities; and~~

~~being~~Our ~~found~~management byis aresponsible ~~court~~for ofestablishing ~~competent~~and ~~jurisdiction~~maintaining adequate ~~(in~~internal acontrol ~~civil~~over ~~action),~~financial reporting for the company. Internal ~~SEC~~control orover financial reporting is to provide reasonable assurance regarding the ~~Commodity~~reliability ~~Futures~~of ~~Trading~~our ~~Commission~~financial toreporting ~~have~~purposes ~~violated~~accordance awith ~~federal~~accounting principles orgenerally accepted in the United States of America. Internal control ~~state~~over ~~securities~~financial orreporting ~~commodities~~includes ~~law,~~maintaining records that in reasonable detail accurately and ~~the~~fairly ~~judgment~~reflect ~~has~~our ~~not~~transaction; ~~been~~providing ~~reversed,~~reasonable assurance ~~suspended~~that transactions are recorded as necessary for preparations of our financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisitions, use or disposition ~~vacated~~of company assets that could have a material effect on our financial statements would be prevented or detected.

~~COMPLIANCE~~Management ~~WITH~~conducted ~~SECTION~~an ~~16(a)~~evaluation OFof ~~THE~~the ~~EXCHANGE~~effectiveness ~~ACT~~of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation management concluded that the Company's internal controls over financial reporting was ineffective as of February 28, 2010. There where no changes in our internal control over financial reporting during the period ended February 28, 2010 that have materially affected, or are reasonable likely to materially affect, or are reasonably likely to material affect, our internal control over financial reporting.

~~Section~~36 16(a) of the Exchange Act, as amended, requires that our directors, executive officers and persons who own more than 10% of a class of our equity securities which are registered under the Exchange Act to file with the Commission initial reports of ownership and reports of changes of ownership of such registered securities.

ToItem ~~our~~9B. ~~knowledge,~~Other ~~based solely on a review of copies of such reports, no person required to file such a report failed to file a required report with respect to the fiscal year covered by this report~~Information.

~~ITEM~~PART ~~10:~~III ~~EXECUTIVE COMPENSATION~~

~~The~~Item ~~table~~10: ~~below summarizes all compensation awarded to~~Directors, ~~earned~~Executive byOfficers, orPromoters ~~paid~~And Control toPersons ~~our executive officers by any person for all services rendered in all capacities to us for the year ended February 28, 2009.~~

~~Summary~~The ~~Compensation~~following ~~Table~~table sets forth the names and ages of our current directors and executive officers. Also the principal offices and positions with us held by each person and the date such person became our director, executive officer. Our Board of Directors appoints our executive officers. Our directors serve until the earlier occurrence of the election of his or her successor at the next meeting of stockholders, death, resignation or removal by the Board of Directors. There are no family relationships among our directors, executive officers, and director nominees.

Name & Principle Position	Year ($)	Salary ($)	Other Annual Compensation Bonus ($)	Restricted Stock ($)	Options Awards ($)	LTIP SARs ($)	Payouts ($)	All Other Compensation ($)
	Name	Age	Position
James P. Geiskopf, President/Director	2009	0	0	0	0	0	0	0
	Larry N. Lorenz	58	President & Chief Executive Officer, Director
Ken Greenlaw, Secretary/Treasurer /Director	2009	0	0	0	0	0	0	0
	Thomas L. Crom	55	Chief Financial Officer, Secretary and Director
	Jimmy Gieskoff	48	Director
	Ken Greenlaw-note 1	43	Director

43Note 1-Effective May 10, 2010 Ken Greenlaw resigned his position as a director for personal reasons. There were no disagreements between the Company and Mr. Greenlaw.

~~There~~Larry ~~are~~N. noLorenz, ~~current~~Chairman ~~employment~~and ~~agreements~~President ~~between~~of ~~the~~EcoEmissions Solutions, ~~Company~~Inc., has over thirty years of international experience in business, ~~and~~ manufacturing, ~~its~~engineering, ~~executive~~marketing ~~officers~~and finance. Mr. Lorenz, focus is on corporate strategy, global business development and managing overseas operations.

~~ITEM~~In ~~11:~~1983 ~~SECURITY~~Mr. ~~OWNERSHIP~~Lorenz OFsigned ~~CERTAIN~~one ~~BENEFICIAL~~of ~~OWNERS~~the ~~AND~~first Canadian based ~~MANAGEMENT~~ International Joint Ventures Contracts with the People's Republic of China to establish a manufacturing plant in the City of Xian. Mr. Lorenz has been active in doing business in China since 1983. Mr. Lorenz is also a past member of the Board of Directors for the B.C. Division of the "Canadian Manufacturers Association". He represented the B.C. Manufacturers Association on the B.C. Equipment Tax Committee, presented various "Briefs" and "Presentations" to the British Columbia Government Cabinet. Project Coordinator for Baars Engineering, (1988 - present), a Vancouver, B.C. based Consulting company providing 'Manufacturing and Engineering Services for the Manufacturing and Process Industries'.

~~PRINCIPAL~~James ~~SHAREHOLDERS~~P. Geiskopf has 32 years of experience in the car rental industry. From 1975 to 1986 he was the Chief Financial Officer of Budget Rent a Car of Fairfield California. From 1986 to 2007 he has been the President and Chief executive Officer of Budget Rent a Car of Fairfield California. Mr. Geiskopf served on the board of directors of Suisun Valley Bank from 1986 to 1993. He also served on the board of Napa Valley Bancorp (NASDAQ) from 1991 to 1993.

~~The~~Ken ~~following~~Greenlaw ~~table~~has ~~presents~~16 ~~certain~~years ~~information~~of ~~regarding~~experience with Microsoft Corporation. From 1991 to 1997 he worked as a Test Lead in the IMG Community ~~beneficial~~ Technology ~~ownership~~Group. ofProjects ~~all~~in ~~shares~~clued the Chat Service analysis and Web Scale Buddy List. This lead to the joining the MSN team I its early stages of development. ~~common~~From ~~stock~~1997 atto 1998 he worked in the ~~date~~role of ~~this~~a ~~filing,~~vertical Technical Evangelist in ADCU. From 1998 to 2002 he worked in the GeoUnit as the Map Test Lead responsible for ~~each~~up ~~executive~~to ~~officer~~13 staff and ~~director~~all of ~~our~~the ~~Company~~map ~~and~~data ~~for~~used ~~each~~in ~~person~~Map ~~known~~Pint, Streets & Trips, Expedia World Atlas, ExpediaMaps.com, as well as the European version for everything. From 2002 to us2003 ~~who~~he ~~owns~~joined ~~beneficially~~a ~~more~~division ~~than~~as ~~five~~the 8th ~~percent~~employee ~~(5%)~~and ofco-built a test team for the ~~outstanding shares~~Release of ~~our~~NAS ~~common~~(Network Attached ~~stock~~Storage), which later came to be known as Windows Storage Server. ~~The~~From 2003 ~~percentage~~to ~~ownership~~2005 ~~shown~~he injoined ~~such~~the ~~table~~Microsoft isSpeech Server group part way through the ~~based~~ 1.0 ~~upon~~release of the 3product. From 2005 to present he took on the role of Engineering Manager,~~600,000~~ ~~common~~tasked ~~shares~~with creating ~~issued~~the Magik Product Team, and ~~outstanding~~is currently working as Program Manager on the Commerce Sever Oversight Team with 66 vendors reporting.

Name and Address Beneficial Owner (1)	No. Of Shares Before Offering	No. Of Shares After Offering	Percentage of Before Offering	Ownership After Offering
James P. Geiskopf 3250 Oakland Hills Court Fairfield, California 92534	1,500,000	1,500,000	50%	41.66%
Ken Greenlaw 26127 N.E 25th Street Redmond, Washington 98053	1,500,000	1,500,000	50%	41.66%
All Officers and Directors as a Group	3,000,000	3,000,000	100%	83.4%

~~(1)~~Executive ~~Each~~Officers ofand ~~the~~Directors ~~persons~~of ~~named~~EcoEmissions ~~above~~Systems, Inc. ~~may~~ Below beare ~~deemed~~the tonames ~~be a "parent"~~ and ~~“promoter"~~certain ofinformation ~~the~~regarding ~~Company, within~~ the ~~meaning of such terms under~~Eco’s ~~the~~ executive ~~Securities Act of 1933~~officers, asdirectors ~~amended,~~and bydirector ~~virtue~~nominees offollowing ~~his~~the ~~direct~~acquisition ~~holdings in the~~of ~~Company.~~ Eco:

ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Name	Age	Position
Thomas L. Crom	55	President & Chief Executive Officer, Director
Thomas Bennett	60	VP Sales Director
Gary Miller	62	VP Technical Director
Brian Slagel	34	VP Operations
Russ Webster	42	VP Research & Development
Paul Masson	59	VP Field Operations

~~Our~~Following ~~management is involved in other business activities and may, in~~ the ~~future~~acquisition ~~become~~of ~~involved in other business opportunities. If a specific business opportunity becomes available~~Eco, ~~such~~set ~~persons~~forth ~~may~~below ~~face~~is a ~~conflict~~ biographical indescription ~~selecting~~of ~~between~~each ~~our~~director ~~business~~ and ~~their~~senior ~~other~~executive ~~business~~officer ~~interests. In the event that a conflict~~ of ~~interest arises at a meeting of our directors, a~~Eco ~~director~~ based ~~who~~on ~~has~~information ~~such~~supplied aby ~~conflict~~each ~~will disclose his interest in a proposed transaction and will abstain from voting for or against the approval~~ of ~~such transaction~~them.

~~ITEM~~Thomas ~~13:~~L. ~~EXHIBITS~~Crom, ~~AND~~CEO ~~REPORTS~~& CFO With over 20 years experience in accounting and finance as a senior executive. Mr. Crom is a Certified Public Accountant (CPA) and a Certified Management Accountant (CMA). Currently, Thomas Crom is a director of three public U.S. companies and one public Canadian company. He is also a director and management representative of Eureka Ventures, Inc., a US-based investment consulting firm that provides investment banking, as well as financial and consulting services to select corporations and enterprises. These services include SEC quarterly and annual filings, SEC initial public offerings and secondary offerings, budgeting, forecasting, risk analysis, shareholder and public relations assistance, development of strategic plans, and developing and maintaining strict financial control. He has extensive international business development experience in finance, SEC Offerings and the resource sectors in North America, South America and Africa. Mr. Crom has a B.S. in Commerce cum laude from Santa Clara University, and an M.S. in Taxation cum laude from Golden Gate University.

~~The~~Tom ~~following~~Bennett, ~~exhibits~~Vice ~~are~~President ~~included~~– ~~herein,~~Sales ~~except~~& Marketing Tom Bennett was an Industrial Sales Manager for an emissions company for the past ~~exhibits~~ four ~~marked~~years. ~~with~~His primary responsibility has been the development of a ~~footnote~~strong and loyal customer base and distributor network. Before joining the company, ~~which~~he ~~are~~had worked ~~incorporated~~in ~~herein~~the byconstruction ~~reference~~equipment ~~and~~industry since 1972. For the last 10 years, ~~can~~ he beserved ~~found~~as the Senior Accounts Manager for RDO Equipment Company, the largest John Deere dealer in the ~~appropriate~~world. ~~document~~Mr. ~~referenced~~Bennett was one of the top John Deere salesmen in the United States. Mr. Bennett attended the University of Arizona.

44Brian Slagel, Vice President – Operations A hands-on manufacturing and operations manager with 15 years of progressive experience in the automotive manufacturing industry, Brian Slagel had previously worked for another emissions device manufacturer as the Director of Operations. There, he was responsible for planning and directing all manufacturing operations and developing manufacturing processes and procedures. Prior to this, Mr. Slagel served as Operations Manager for Intertek, a testing, engineering, and manufacturing quality management firm. He was responsible for the profitability, operations, safety compliance, and quality assurance for the testing and engineering departments. Brian Slagel has extensive experience in process analysis and production efficiency. He attended the University of Phoenix and served in the US Air Force as an aircraft Crew Chief.

3.1	Articles and By-Laws as filed with the Delaware Secretary of State April 02, 2007*
99.2	Geologist Report*
31.1	Rule 13a-14(a)/15d-14(a) Certification by the Principal Executive Officer**
31.2	Rule 13a-14(a)/15d-14(a) Certification by the Principal Financial Officer**
32.1	Section 1350 Certification by the Principal Executive Officer**
32.2	Section 1350 Certification by the Principal Financial Officer**

Gary Miller, Vice President – Engineering and Technical Services Mr. Miller is a 32 year veteran of the General Motors Corporation. During his tenure there, Gary worked as a Technical Writer, Resident Instructor at a General Motors Training Center, Regional Service Manager, for fifteen years as a Field Test Engineer/Engineering Facilities Manager (Domestic and International),and finally as a Project Manager on Light and Medium Duty Trucks and the H1-HUMMER platform at the GM Desert Proving Grounds. Mr. Miller has vast technical, engineering and engineering management experience in multiple industries He has a B.S. degree in Engineering from Northrop -Rice Aviation Institute of Technology.

*38 ~~Incorporated by reference to the Registrant's Registration Statement on Form S-1, filed on April 25, 2008. ** Filed herewith~~

~~ITEM~~Russ ~~14:~~Webster, ~~PRINCIPAL~~Vice ~~ACCOUNTANT~~President ~~FEES~~– ~~AND~~Research ~~SERVICES~~& Development Bringing over 20 years experience in the heavy equipment industry to the company, Russ Webster worked in various capacities with research & development and product design. Mr. Webster has extensive experience with emissions control devices and has worked with both the California Air Resources Board and the Environmental Protection Agency to achieve accreditations. Mr. Webster attended Eastern Arizona College.

~~Moore~~Paul Masson, Vice President – Field Operations & Business ~~Associates~~Development ~~Chartered,~~Paul ~~independent~~Masson ~~public~~comes to Eco-Emissions Systems with over ~~accountants,~~ 37 ~~are~~years ~~our~~experience ~~principal~~in ~~accountants~~highway and mining construction equipment from both the sales and service sides of the business. ~~They~~He ~~billed~~also benefits from a wealth of large engine experience in the ~~following~~commercial ~~fees~~marine industry. Mr. Masson worked for a Caterpillar Tractor dealership for over 12 years before starting his own successful company. Some of the ~~services~~business ~~indicated~~models and application engineering models he developed are still being used today. With the advent of the Clean Air rules looming in the future, Mr. Masson was excited by the ~~following~~opportunity ~~fiscal~~to ~~years:~~become part of the EcoEmissions team that works to reduce our clients’ carbon footprint and give back to the community. Mr. Masson has a B.S. Degree in Marketing Management and other accreditations from California State University at Pomona, CA.

	Fiscal year-ended February 28, 2009
Audit fees	$11,500
Audit-related fees	$ 0
Tax fees	$ 0
All other fees	$ 0

Advisory Board

~~Audit~~Andy ~~fees~~Nuzzi ~~consist~~— ofCorporate ~~fees~~Advisor, ~~related~~Marine toOperations ~~professional services~~With ~~rendered~~ over 30 years in ~~connection~~the ~~with~~international shipping industry, Andy Nuzzi brings an extensive background to the ~~audit~~company’s ofmarine ~~our~~operations. ~~annual~~He ~~financial~~held ~~statements~~key managerial positions with Furness Withy, a major international shipping company, where he was instrumental in merging their U.S. ~~All~~interests into Kerr Steamship Company. In ~~other~~ 1977, ~~fees~~he ~~relate~~became toCorporate ~~professional~~Vice ~~services~~President ~~rendered~~of Kerr, then the largest shipping agency in ~~connection~~North ~~with~~America. In 1983 he became Senior Vice President and ran the ~~review~~ Gulf and South Atlantic Operations. In the 90s, Mr. Nuzzi became Executive Vice President of K Line. He is a former President of the ~~quarterly~~U.S. ~~financial~~Great ~~statements~~Lakes Shipping Association, and served on the Board of Directors of California United Terminals, Coastal Maritime Services, Coastal Trailer Repairs, Fairway Terminals, and numerous other organizations and companies.

~~Insomuch~~Paul asRovey we– doAdvisor, ~~not~~Agriculture ~~have~~Equipment anA ~~audit~~third generation ~~committee,~~farmer ~~our~~and ~~board~~operator of Rovey Farms, Paul Rovey is a leader in the ~~directors~~ agriculture ~~performs~~industry, and is Chairman of Dairy Inc. He also sits on the ~~functions~~Board of the anUnited ~~audit~~Industry ~~committee.~~Association, ~~Section~~is ~~10A(i)~~Vice Chairman of the United States Dairy ~~Securities~~ Export ~~Exchange~~Council, ~~Act~~and ofa ~~1934~~Board ~~prohibits~~Member ~~our~~of ~~auditors~~Farm ~~from~~Credit ~~performing~~Services ~~audit~~Southwest. In ~~services~~ Arizona, ~~for~~Mr. usRovey assits ~~well~~on asthe ~~any~~governing ~~services~~Council ~~not~~of ~~considered~~The toSalt beRiver ~~"audit~~Project ~~services"~~and ~~unless~~ is ~~such~~a ~~services~~Board ~~are~~Member ~~pre-approved~~of byThe ~~the~~Center ~~board~~For ofRural ~~directors~~Leadership. ~~(in~~He ~~lieu~~boasts ofan ~~the~~extensive ~~audit~~ network ~~committee)~~within ~~or unless~~ the ~~services~~American ~~meet~~and ~~certain~~international defood ~~minimis~~production ~~standards~~sectors.

45Paul Edward Watts — Advisor, Heavy Equipment industry With over 50 years in engineering and heavy equipment, Ed Watts has a formidable background in industries relying on diesel engines. He started as an Operating Engineer in 1953, eventually becoming Field Superintendent for Kiewit, where he oversaw construction of new harbors in Southern California. He held similar duties with for Ets-Hokin & Galvin on the electrical power lines that connected America’s power grid. He then ran his own company, working as a subcontractor for Bechtel at the Anaconda Molybdenum Mine in Nevada. Thereafter, he was responsible for all machinery support on two very large Bechtel Power Plant Construction jobs including the Palo Verde Nuclear Generating Station which is the largest nuclear facility in America. After retiring from construction, Ed became an advisor to John Deere in their machine design department and to RDO Equipment Company, which is John Deere’s largest dealer. His other realm of expertise is in recreational vehicles, which is a significant market sector for the company.

~~SIGNATURES~~(b) Significant Employees.

InSee ~~accordance~~above ~~with Section 13 or 15 (d) of the Securities Exchange Act of 1934,the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~

~~RESOURCE~~(c) ~~GROUP,~~Family ~~INC~~Relationships.

~~By:~~There ~~/s/~~are ~~James~~no P.family ~~Geiskopf~~relationships ~~James~~among ~~P. Geiskopf~~directors, ~~President~~executive officers, ~~Chief~~or ~~Executive~~persons ~~and~~nominated ~~Director~~or chosen by the issuer to become directors or executive officers.

~~By:~~(d) ~~/s/~~Involvement ~~Ken~~in ~~Greenlaw~~Certain ~~Secretary, Treasurer,~~Legal ~~Chief~~Proceedings. ~~Financial Officer, Principal Accounting Officer and Director~~

In39 ~~accordance with the requirements of the Securities Act, this Prospectus has been signed by the following persons in the capacities and on the dates stated.~~

SIGNATURE	TITLE	DATE
	Chief Executive Officer,
/s/ James P. Geiskopf	Director	May 28, 2009
James P. Geiskopf	(Principal Executive Officer)
/s/ Ken Greenlaw	Chief Financial Officer	May 28, 2009
Ken Greenlaw	(Principal Financial and
	Accounting Officer)

There have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of Registrant during the past five years.

46Code Of Ethics

The Company has a formally adopted a written code of ethics that applies to the Company's principal executive officer, principal financial officer or controller, or persons performing similar functions.

Committees

We do not have audit, nominating, or compensation committees or committees performing similar functions nor a written nominating, compensation of audit committee charter. Our Board of Directors as a whole decides such matters, including those that would be performed by a standing nominating committee. Our Board of Directors has not adopted any processes or procedures for considering executive and director compensation. We have not yet adopted an audit, compensation, or nominating committees because we have not sufficiently developed our operations and have generated no revenues since we changed our business model to exploration activities.

Additionally, we do not currently have any specific or minimum criteria for the election of nominees to our Board of Directors nor do we have any process or procedure for evaluating such nominees.

Shareholder Communications and Shareholders meetings

Our Board of Directors does not have any defined policy or procedure requirements for our stockholders to send communications to our Board of Directors, including submission of recommendations for nominating directors. We have not yet adopted a process for our security holders to communicate with our Board of Directors because we have not sufficiently developed our operations and corporate governance structure.

We have not yet held an annual shareholders meeting.

Compliance With Section 16(A) Of The Exchange Act

Section 16(a) of the Exchange Act, as amended, requires that our directors, executive officers and persons who own more than 10% of a class of our equity securities which are registered under the Exchange Act to file with the Commission initial reports of ownership and reports of changes of ownership of such registered securities.

To our knowledge, based solely on a review of copies of such reports, no person required to file such a report failed to file a required report with respect to the fiscal year covered by this report.

Item 11: Executive Compensation

The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the year ended February 28, 2010 Summary Compensation Table

Name & Principle Position	Year	Salary ($)	Other Annual Compensation Bonus ($)	Restricted Stock ($)	Options Awards ($)	LTIP SARs ($)	Payouts ($)	All Other Compensation ($)
Larry N. Lorenz. President & CEO	2010	0	0	0	0	0	0	0
Thomas L. Crom, Secretary & CFO	2010	0	0	0	0	0	0	0
James P. Geiskopf, Director	2010	0	0	0	0	0	0	0
Ken Greenlaw – Director-note 1	2010	0	0	0	0	0	0	0

Note 1-Effective May 10, 2010 Ken Greenlaw resigned his position as a director for personal reasons. There were no disagreements between the Company and Mr. Greenlaw.

There are no current employment agreements between the Solutions and its executive officers.

Eco Employment and Consultancy Agreements

Effective October 1, 2008, Eco entered into an Employment Agreements (the “Employment Agreement”) with each of its employees at that name: Thomas L. Crom, Thomas Bennett, Gary Miller, Brian Slagel and Russ Webster. The terms and conditions of the employment contact are identical except for the personal information, job titles and duties. Eco entered a similar employment contract with Mr. Masson effective August 1, 2009.

The following are the material terms of the Employment Agreement:

i.	each person is entitled receive an annual salary of $120,000 per year for a term of three years and renewable for an additional three period. The retirement age is established at 72 years.
ii.	each person is entitle to receive the following Preferred A and B shares
	Preferred A Shares
	1.	Once the gross annual sales of Eco have reached or exceeded $3 million ($3,000,000), the then holders of the Preferred A shares shall be entitled to convert 25%of such preferred shares into Five Million (5,000,000) common shares of EcoEmissions Solutions, Inc.
	2.	Once the gross annual sales of Eco have reached or exceeded $10 million ($10,000,000), the then holders of the Preferred A shares shall be entitled to convert an additional 25%of such preferred shares into Five Million (5,000,000) common shares of EcoEmissions Solutions, Inc.
	3.	Once the gross annual sales of Eco have reached or exceeded $20 million ($20,000,000), the then holders of the Preferred A shares shall be entitled to convert an additional 25%of such preferred shares into Five Million (5,000,000) common shares of EcoEmissions Solutions, Inc.
	4.	Once the gross annual sales of Eco have reached or exceeded $30 million ($30,000,000), the then holders of the Preferred A shares shall be entitled to convert an additional 25%of such preferred shares into Five Million (5,000,000) common shares of EcoEmissions Solutions, Inc.

	Preferred B Shares
	1.	Following the successful testing of the new delivery unit (post turbo) and confirmation of readiness for production, and the preparation of patent submission material, the then holders of the Preferred B shares (Series I) shall be entitled to convert Twenty Five Thousand (25,000) of such shares into Two Million Five Hundred Thousand (2,500,000) common shares of EcoEmissions Solutions, Inc. ;

	2.	Upon documented description of modifications to the new catalyst confirming the elimination of rhodium, or, if removal is not practical, a sufficiently enhanced and differentiated design modification which will improve quality and reduce cost, such that the modifications and processes can be submitted for patent approval, the then holders of the Preferred B shares (Series I) shall be entitled to convert a further Twenty Five Thousand (25,000) of such shares into Two Million Five Hundred Thousand (2,500,000) common shares of EcoEmissions Solutions, Inc.;

	3.	Upon completion of the final generation unit allowing the injection of the catalyst directly into the engine completely post turbo, and the preparation of the associated documentation for the purposes of preparing applicable patent application(s), the then holders of the Preferred B shares (Series I) shall be entitled to convert Fifty Thousand (50,000) of such shares into Five Million (5,000,000) common shares of EcoEmissions Solutions, Inc. and

Upon receipt of appropriate product verification and certification from a governmental agency, the then holders of the Preferred B shares (Series I) shall be entitled to convert Fifty Thousand (50,000) of such shares into Five Million (5,000,000) common shares of EcoEmissions Solutions, Inc.

Item 12: Security Ownership Of Certain Beneficial Owners And Management

The following table presents certain information regarding the beneficial ownership of all shares of common stock at the date of this filing, for each executive officer and director of our Company and for each person known to us who owns beneficially more than five percent (5%) of the outstanding shares of our common stock. The percentage ownership shown in such table is based upon the 48,150,000 common shares issued and outstanding.

Name and Address Beneficial Owner (1)	Amount and Nature of Beneficial Ownership	Percentage of Ownership

James P. Geiskopf 3250 Oakland Hills Court Fairfield, California 92534	15,000,000	31%

Ken Greenlaw 26127 N.E 25^thStreet Redmond, Washington 98053	15,000,000	31%

All Officers and Directors as a Group	30,000,000	62%

(1) Each of the persons named above may be deemed to be a "parent" and “promoter" of the Company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of his direct holdings in the Company.

Item 13: Certain Relationships and Related Transactions

Our management is 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 our business and their other business interests. In the event that a conflict of interest arises at a meeting of our directors, a director who has such a conflict will disclose his interest in a proposed transaction and will abstain from voting for or against the approval of such transaction.

Director Independence

The Company is not a listed issuer whose securities are listed on a national securities exchange, or an inter-dealer quotation system which has requirements that a majority of the board of directors be independent. Under NASDAQ Rule 5605(a) (2) (A), a director is not considered to be independent if he or she also is an executive officer or employee of the corporation. Under such definition, our directors, Larry Lorenz and Thomas Crom would not be considered independent as they also serve as executive officers of the Company. Our directors James Geiskopf and Ken Greenlaw would be considered independent.

Item 14: Principal Accountant Fees And Services

Seale and Beers, CPA’s, independent public accountants, are our principal accountants. They billed the following fees for the services indicated in the following fiscal years:

	Fiscal year-ended February 28, 2010	Fiscal year-ended February 28, 2009

Audit fees	$ 8,000	$ 11,500
Audit-related fees	$ 0	$ 0
Tax fees	$ 0	$ 0
All other fees	$ 0	$ 0

Audit fees consist of fees related to professional services rendered in connection with the audit of our annual financial statements. All other fees relate to professional services rendered in connection with the review of the quarterly financial statements.

Insomuch as we do not have an audit committee, our board of directors performs the functions of an audit committee. Section 10A(i) of the Securities Exchange Act of 1934 prohibits our auditors from performing audit services for us as well as any services not considered to be "audit services" unless such services are pre-approved by the board of directors (in lieu of the audit committee) or unless the services meet certain de minimis standards.

Item 15 Exhibits And Reports

The following exhibits are included herein, except for the exhibits marked with a footnote, which are incorporated herein by reference and can be found in the appropriate document referenced.

3.1	Articles and By-Laws as filed with the Delaware Secretary of State April 02, 2007*

99.2	Geologist Report*

4.0	Code of Ethics**

31.1	Rule 13a-14(a)/15d-14(a) Certification by the Principal Executive Officer**

31.2	Rule 13a-14(a)/15d-14(a) Certification by the Principal Financial Officer**

32.1	Section 1350 Certification by the Principal Executive Officer**

32.2	Section 1350 Certification by the Principal Financial Officer**

* Incorporated by reference to the Registrant's Registration Statement on Form S-1, filed on April 25, 2008.
** Filed herewith

SIGNATURES

In accordance with Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ECOEMISSIONS SOLUTIONS, INC.

By: /s/ Larry N. Lorenz
Larry N. Lorenz
President, Chief Executive and Director

By: /s/ Thomas L. Crom
Thomas L. Crom, Secretary Treasurer, Chief Financial
Officer, Principal Accounting Officer and Director

In accordance with the requirements of the Securities Act, this Form 10-K has been signed by the following persons in the capacities and on the dates stated.

SIGNATURE	TITLE	DATE

/s/: Larry N. Lorenz	Chief Executive Officer, Director	June 10, 2010
Larry Lorenz	(Principal Executive Officer)

/s/: Thomas Crom	Chief Financial Officer	June 10, 2010
Thomas L. Crom	(Principal Financial and Accounting
	Officer)

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