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

FORM 10-Q

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

For the quarterly period ended ~~November~~May 3031, ~~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 _______________

Commission File Number: 333-150463

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

(formerly RESOURCE GROUP INC)

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

455 ~~3250~~South ~~Oakland~~48th St.,Suite ~~Hills~~106, ~~Fairfield~~Tempe, ~~California~~AZ ~~94534~~ 85281 (Address of Principal Executive Offices) (Zip Code)

~~(formerly~~Former ~~600~~Address ~~Parker Road, Fairfield California 94533)~~ ~~707 208-6368~~ ~~(Registrant's~~3250 ~~Telephone~~Oakland ~~Number~~Hills, ~~including~~Fairfield ~~Area~~California ~~Code)~~ 94534

928-474-4215
(Registrant's Telephone Number, including Area Code)

Securities Registered Pursuant to Section 12(B) of the Act: None

Securities Registered Pursuant to Section 12(G) of the Act: Common Stock, par value $.001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [ X ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [ X ]

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

Indicate by check mark whether the registrant has submitted ~~electronically~~ electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section §229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ [X ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company. See definition of " large accelerated filer," or a smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a large ~~Large~~accelerated filer, an accelerated filer, ~~[ ] Accelerated~~or a non-accelerated filer ~~[ ]~~ or a smaller ~~Non-~~reporting company. See definition of " large accelerated filer," ~~[ ] Smaller~~or a smaller reporting company [in XRule ]12b-2 of the Exchange Act. (Check one):

~~Indicate~~Large byaccelerated ~~check~~filer ~~mark~~[ if] ~~the~~Accelerated ~~registrant~~filer is[ a] ~~shell~~Non-accelerated ~~company~~filer ~~(as~~[ ~~defined~~] in(Do ~~Rule~~not ~~12b-2~~check ofif ~~the~~a ~~Exchange~~smaller ~~Act~~reporting company). ~~Yes [ ]~~Smaller Noreporting [company [X ]

~~State~~Indicate ~~the aggregate market value of the voting and non-voting common equity held~~ by ~~non-affiliates~~check ~~computed~~mark byif ~~reference to~~ the ~~price~~registrant atis ~~which~~a ~~the~~shell ~~common~~company ~~equity was last sold, or the average bid and asked price of such common equity,~~ (as defined ofin ~~the~~Rule ~~last business~~12b-2 ~~day~~ of the ~~registrant’s~~Exchange ~~most recently completed second fiscal quarter~~Act). ~~Aggregate~~Yes ~~Market~~[ ] No ~~Value as of January 19, 2010 is $ $0.00 based on common shares outstanding of 48,150,000.~~ [X]

State the ~~number~~aggregate market value of ~~shares~~the ~~outstanding~~voting ofand ~~each~~non-voting common ofequity held by non-affiliates computed by reference to the ~~issuer’s~~price ~~classes~~at ofwhich the common equity, aswas oflast ~~the~~sold, ~~latest~~or ~~practicable~~the ~~date. 48,150,000~~average ~~shares~~bid ofand ~~Common~~asked ~~Stock,~~price ~~$0.001~~of ~~par~~such common ~~value~~equity, as of ~~January~~the ~~27,~~last ~~2010 Documents~~business ~~incorporated~~day byof ~~reference~~the -registrant’s ~~None~~most recently ~~State~~completed ~~issuer's~~first ~~revenues~~fiscal ~~for~~quarter. ~~its~~Aggregate ~~most~~Market ~~recent~~Value ~~fiscal~~as ~~year:~~of ~~Nil~~May 31, 2010: $9,075,000 based on common shares outstanding of 48,150,000

~~PART~~State Ithe -number ~~FINANCIAL~~of ~~INFORMATION~~shares ~~ITEM~~outstanding 1.of ~~FINANCIAL~~each ~~STATEMENTS~~of ~~EcoEmissions~~the ~~Solutions~~issuer’s classes ~~Inc~~of ~~(formerly~~common ~~known~~equity, as ~~Resource~~of ~~Group~~the ~~Inc)~~latest ~~(An~~practicable ~~Exploration Stage Company) Financial Statements November 30, 2009~~date.

	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-9

48,150,000 shares of Common Stock, $0.001 par value, as of July 15, 2010

FDocuments incorporated by reference -1 None

EcoEmissions Solutions Inc
(formerly known as Resource Group Inc)
(An Exploration Stage Company)
Balance Sheets
					At February 28
		At November 30			2009
		2009			Audited
ASSETS
Current Assets
Cash	$	1,413		$	4,564
Total Current Assets		1,413			4,564
Total Assets	$	1,413		$	4,564
LIABILITIES
Current
Accounts Payable	$	13,295		$	1,326
Accrued Liabilities		1,500			3,500
Loans Payable Related Parties (Note 5)		46,489			35,127
Total Current Liabilities		61,284			39,953
STOCKHOLDERS’ EQUITY
Capital Stock
Authorized:
250,000,000 common and 10,000,000 preferred shares Issued and outstanding at August 31, 2009 and February 28, 2009, 48,150,000, and 108,000,000 common shares respectively		48,150			108,000
Additional paid-in capital		18,742			(45,000	)
Deficit Accumulated During the Exploration Stage		(126,763	)		(98,389	)
Total Shareholders’ Equity		(59,871	)		(35,389	)
Total Liabilities and Stockholders’ Equity	$	1,413		$	4,564
* Warrants issued to directors in exchange for 60,000,000 shares being cancelled

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

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

EcoEmissions Solutions, Inc.
(formerly known as Resource Group Inc.
(A Development Stage Company)
Condensed Interim Financial Statements
(Unaudited)

	Page

Financial Statements:

Balance Sheets	F-2

Statements of Operations	F-3

Statements of Cash Flow	F-4

Statements of Stockholders’ Equity	F-5

Notes to Financial Statements	F-6 to F-8

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

		May 31,			February
					28,
		2010			2010


ASSETS

Current Assets
Cash	$	1,358		$	1,376

Total Current Assets		1,358			1,376

Total Assets		1,358			1,376

LIABILITIES & STOCKHOLDERS EQUITY
Current
Accounts Payable		4,140			758
Accrued Liabilities		1,750			3,500

Loans Payable Related Parties -Principal(Note 5)		61,549			56,126
Loans Payable Related Parties –Accrued Interest (Note 5)		9,458			7,888
Total Current Liabilities		76,897			68,272

STOCKHOLDERS’ EQUITY

Capital Stock
Authorized: Issued and outstanding at May 31, 2010 and February 28, 2010 48,150,000 common shares,		48,150			48,150

Additional paid-in capital		13,597			13,597
Deficit Accumulated During the Development Stage		(137,142	)		(128,499	)
Accumulated OCI-Foreign Exchange		(144	)		(144	)

Total Shareholders’ Equity		(75,539	)		(66,896	)

Total Liabilities and Stockholders’ Equity	$	1,358		$	1,376

The accompanying notes are an integral part of these Financial Statements

F-2

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

(Unaudited)
								Cumulative
														Cumulative
		3 Month			3 Month			amounts
		Three Month			Three Month			Nine Month			Nine Month			amounts from
								from
		Period Ending			Period Ending			Period Ending			Period Ending			Inception
		Period			Period			Inception
		November 30,			November 30,			November 30,			November 30,			April 2, 2007
		Ending			Ending			April 2,
		2009			2008			2009			2008			to November
		May 31,			May 31,			2007 to
														30, 2009
		2010			2009			May 31,
Revenue
								2010
Income	$	-		$	-		$	-		$	-		$	-
		$			$			$
Expenses
Revenue
Organization Expenses														5,000
Income		-			-			-
Office and Administration		137			250			1,536			1,522			5,930
Expenses
Legal and Consulting Fees		2,600			3,000			12,600			34,834			57,434
Organizational costs		-			-			5,000
Audit Fees		1,500			1,500			4,500			6,500			16,000
Office and Administration		1,323			382			14,471
Directors Compensation		-			-			5,392			-			5,392
Professional Fees		5,750			9,071			82,699
Filing Fees		226			287			1,605			2,604			5,385
Director Compensation		-			-			247
Impairment Expense- Mining Claim		-			-			-			-			25,253
Impairment Expense- Mining Claim Asset		-			-			25,253
	$	4,463		$	5,037		$	25,633		$	45,460		$	120,394
		7,073			9,453			127,670
Net Loss from Operations	$	47,~~463~~073		$	59,~~037~~453		$	25127,~~633~~670		$	~~45,460~~		$	~~120,394~~
Other Income
Interest Income		-			-			-			-			-
Other Expense
Interest		1,187			562			2,740			2,022			6,368
Interest Expense-Related Party		(1,570	)		(770	)		(9,458	)
Provision for Income Tax														-
Interest Expense-Other		-			-			(14	)
Net Loss For The Period	$	(58,~~650~~643	)	$	(510,~~599~~223	)	$	(28137,~~373~~142	)	$	~~(47,482~~	)	$	~~(126,762~~	)
Basic And Diluted Loss Per Common Share	$	(0.~~001~~00	)	$	(0.~~0002~~00	)	$	~~(0.0005~~	)	$	~~(0.0006~~	)
Weighted Average Number of Common Shares Outstanding		48,150,000			~~108~~3,~~000~~605,000			~~64,450,000~~			~~108,000,000~~

The accompanying notes are an integral part of these Financial Statements

F-3

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

								Cumulative
		Nine Month			Nine Month			amounts
		3 Month			3 Month			amounts from
		Period Ending			Period Ending			from Inception
		period			period			Inception
		November 30,			November 30,			April 2, 2007 to
		Ended			Ended			April 2, 2007
		2009			2008			November 30, 2009
		May 31,			May 31,			to
		2010			2009			March 31,
								2010
		$			$			$
Operating Activities
Net Income (Loss)	$	(288,~~374~~643	)	$	(4710,~~482~~223	)	$	(~~126~~137,~~763~~142	)
Adjustments To Reconcile Net Loss To Net Cash
Provided by Operations		-			-			-
Stock Issued for services		~~500~~-			-500			500
Repurchase common shares into treasury		(2,000	)		-			(2,000	)
Issue Dividend in Warrants		-			-			247
Issue dividend in shares		5,392			-			5,392
Impairment of Mining Property		-			-			25,253
Change in Assets and Liabilities		-			-			-
(Increase) decrease in Mining Property Value		-			-			-
		-			-			-
(Increase) decrease in accounts receivable		-			-			-
Increase (decrease) in Accrued Liabilities		(1,750	)		(2000	)		1,750
(Increase) decrease in accrued liabilities		(2,000	)		-			1,500
Increase (decrease) in Accounts Payable		3,382			6,533			4,140
(Increase) decrease in accounts payable		11,969			-			13,295
Increase (decrease) in Accrued Interest-Related Party		1,570			771			9,458
Net Cash Provided (Used) by Operating Activities		(145,~~513~~441	)		(474,~~482~~419	)		(~~108~~95,~~076~~794	)
Net Cash Provided (Used) by Investing Activities
Investing Activities –Mining Property		-			-			(25,253	)
Net Cash Provided (Used) by Financing Activities		-			-			(25,253	)
Financing Activities
Cash paid for notes payable - related parties		115,~~362~~423			~~(47,478~~-	)		4659,~~489~~549
Cash Received from issuance of stock		-			-			63,000
Net Cash Provided (Used) by Financing Activities		115,~~362~~423			~~(47,478~~-	)		~~109~~122,~~489~~549
Increase (Decrease) in Cash from Continuing
Increase (Decrease) in Cash from Continuing Operations		(18	)		(4,419	)		1,502
Operations		(3,151	)		(94,960	)		-
Cash and Cash Equivalents at Beginning of Period		1,376			4,564			(144	)
Cash and Cash Equivalents at Beginning of Period		4,564			97,098			-
Cash and Cash Equivalents at End of Period		1,358			145			1,358
Cash and Cash Equivalents at End of Period	$	1,413		$	2,138		$	1,413
Supplemental Information
Cash Paid For:
Interest	$	~~2,740~~-		$	~~2,022~~-		$	~~6,368~~-
Income Taxes		-			-			-
Non-Cash Activities
Company Stock repurchased, exchanged for warrants and stock cancelled	$	5,392		$	-		$	5,392
Company Stock repurchased, cancelled and exchanged for warrants		-			-			247
Note Payable for Company Stock Repurchased		2,000			-			2,000
Interest		1,570			3,666			9,458

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

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

									Deficit
	Capital Stock								Accumulated
					Additional		Accumulated		During the
					Paid-In		OCI-Foreign		Exploration
	Shares		Amount		Capital		Exchange		Stage		Total
			$		$		$		$		$
Balance Forward (Inception) April 2, 2008

December 2007 shares issued for cash at $0.0000333	90,000,000		90,000		(87,000	)					3,000

February 2008 Shares issued for cash at $0.000333	18,000,000		18,000		42,000						60,000
Deficit for Year Ended February 28, 2008							-		(18,501	)	(18,501	)
Balance February 29, 2008	108,000,000		108,000		(45,000	)			(18,501	)	(18,501	)
Deficit for Year Ended February 28, 2009							-		(80,496	)	(86,496	)
Balance February 28, 2009									(98,997	)	(35,389	)
May 2009 Shares issued for consulting services 150,5000 at $0.003333	150,000		150		350						500

May 2009 shares purchased from directors
At 0.000333 and cancelled	(60,000,000	)	(60,000	)	58,000						(2,000	)
June 2009 288,000 warrants issued as additional consideration for shares returned to treasury					247						247
June 2009 288,000 warrants issued as additional consideration for shares returned to treasury					247						247
Accumulated OCI-Foreign Exchange							(144	)			(144	)

Deficit for Year Ended February 28, 2010									(29,502	)	(29,502	)

Balance February 28, 2010	48,150,000		48,150		13,597		(144	)	(128,499	)	(66,896	)

Deficit for Period Ended May 31 2010									(8,643	)	8,643	)

Balance, May 31, 2010	48,150,000		48,150		13,597		(144	)	(137,142	)	(77,144	)

The accompanying notes are an integral part of these Financial Statements

F-4

EcoEmissions Solutions Inc (formerly known as Resource Group Inc) (An Exploration Stage Company) Statements of Stockholders’ Equity November 30, 2009

							Deficit
							Accumulated
	Capital Stock				Additional		During the
	Issued				Paid-In		Exploration
	Shares		Amount		Capital		Stage		Total
	$		$		$		$		$
Balance Forward
December 2007 Shares issued for cash at $0.000033333	90,000,000		90,000		(87,000	)			3,000
February 2008 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	)	(18,501	)	44,499
Deficit for Period ended February 28, 2009							(79,888	)	(79,888	)
Balance, February 28, 2009	108,000,000		108,000		(45,000	)	(98,389	)	(35,389	)
May 2009 Shares issued for consulting services 150,000 at $0.0033333	150,000		150		350				500
May 2009 Shares purchased from directors at $0.000033333 and cancelled	(60,000,000	)	(60,000	)	58,000				(2,000	)
Deficit for 3 month Period May 31, 2009							(10,223		(10,223
Balance, May 31, 2009	48,150,000		48,150		13,350		(108,612	)	(47,112	)
June 2009 - 288,000 warrants issued as additional consideration for shares returned to treasury					5,392				5,392
Deficit for 3 month Period August 31, 2009							(12,501	)	(12,501	)
Balance, August 31, 2009	48,150,000		48,150		18,742		(121,113	)	(54,221	)
Deficit for 3 month Period November 31,2009							(5,650	)	(5,650	)
Balance November 30, 2009	48,150,000		48,150		18,742		(126,763	)	(59,871	)

The accompanying notes are an integral part of these Financial Statements

F-5

EcoEmissions ~~Solutions~~Systems, Inc. (formerly known as Resource Group, Inc.) (AnA ~~Exploration~~Development Stage Company) Notes to ~~Financial~~Unaudited ~~Statements~~Condensed ~~November~~Interim ~~30,~~Financial ~~2009~~Statements ~~NOTE~~as 1of -May ~~BASIS~~31, ~~OF PRESENTATION~~2010

~~While~~NOTE ~~the~~1 ~~information~~- ~~presented~~BASIS inOF ~~the~~PRESENTATION accompanying interim financial statements is unaudited, it includes all adjustments, which are, in the opinion of the management of EcoEmissions Solutions Inc (formerly Resource Group Inc) (the “Company”), necessary to present fairly the financial position, results of operations and cash flows in the interim periods presented. Except as disclosed below, these interim financial statements follow the same accounting policies and methods and their application as the Company’s audited February 28, 2009 annual financial statements. It is suggested that these interim financial statements be read in conjunction with the Company’s February 28, 2009 audited financial statements.

~~The~~While the information aspresented in the accompanying interim financial statements is unaudited, it includes all adjustments, which are, in the opinion of ~~February~~the 28management of Resource Group Inc (the “Company”), ~~2009~~necessary to ispresent ~~taken~~fairly ~~from~~the financial position, results of operations and cash flows in the interim periods presented. Except as disclosed below, these interim financial statements follow the same accounting policies and methods and their application as the Company’s audited February 28, 2010 annual financial statements. It is suggested that these interim financial statements ofbe ~~this~~read ~~date.~~in conjunction with the Company’s February 28, 2010 audited financial statements.

The information as of February 28, 2010 is taken from the audited financial statements of this date.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Concentrations

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. At ~~November~~May 3031, ~~2009~~2010, the Company had $1,~~413~~358 U.S. funds in deposits in a business bank account, which are not insured by agencies of the U.S. Government.

Recent Accounting Pronouncements

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

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

NOTE 3 - BASIS OF PRESENTATION – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States of America, which contemplates the Company’s continuation as a going concern. However, the Company has ~~minimal~~had increasing business operations to date and ~~losses~~ losses of approximately $~~126~~137,~~763~~142. These matters raise substantial doubt about ~~its~~ 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. ~~NOTE 4 - INCOME TAXES The Company is subject to U.S. federal income taxes. It has had losses to date, and therefore, has paid no income tax.~~

Deferred income taxes arise from temporary timing differences in the recognition of income and expenses for financial reporting and tax purposes. The Company’s deferred tax assets consist entirely of the benefit from net operating loss (“NOL”) carry-forwards. Its deferred tax assets are offset by a valuation allowance due to the uncertainty of the realization of the NOL carry-forwards. NOL carry-forwards may be further limited by a change in Company ownership and other provisions of the tax laws.

The accompanying notes are an integral part of these Financial Statements

F-6

NOTE 4 –- INCOME TAXES ~~(CONTINUED)~~

The Company is subject to U.S. federal income taxes. It had losses to date, and therefore, has paid no income tax.

The deferred tax assets, valuation allowance and change in valuation allowance are as follows:

													Changes in
		Estimated		Estimated		NOL			Benefit			Changes in			Net Tax
			Estimated							Benefit			and			Net
		NOL							from			and
			NOL		Estimated		NOL			from			Valuation			Tax
Period Ending		Carry-		Tax		Expires			NOL			Valuation			Benefit
Period Ending			Carry-forward		Tax		Expires			NOL			Allowance			Benefit
		forward										Allowance
February 28, 2009	$	$98,997	~~98,389~~			2029	~~2029~~	$	14,850	~~($14,008~~	)	($14,850	~~($14,008~~)	)	—0-	-
November 30, 2009		$	126,763				2029			($19,045			($19,.45	)		-
February 28, 2010	$	128,499				2030		$	19,273			($4, 423	)		—0-
May 31, 2010	$	8,643				2031		$	8,643			($8,643	)		-0-

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

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

NOTE 5 – LOANS PAYABLE - RELATED PARTY LOANS ~~In November~~ 2007, the Company sold to two officers/director of the Company, secured one year, 10% Promissory Notes (the “Notes), amounting to in aggregate $80,000.00, due November 12, 2008. The notes were 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 $1,500 each, in aggregate $3,000 of the face value of the Notes into 3,000,000 shares of common stock of the Company at a price per share of $0.001, leaving $77,000 plus accrued interest outstanding..

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

On ~~December~~May 1529, ~~2008~~2009, ~~the~~an ~~due~~amount ~~date~~of on$1,000 ~~the~~each, in aggregate $2,000 in additional notes payable ~~was~~were issued by the Company to the two ~~extended~~officers/directors to ~~November~~fund 12the repurchase cost of 60,000,000 ~~2009.~~post-split ~~Accrued~~shares of ~~interest~~Company’s tocommon ~~November~~stock ~~12,~~owned ~~2008~~by ~~amounting~~these two directors. Following the torepurchase, $3the 60,~~039~~000,000 ~~was~~shares ~~added~~were tocancelled. ~~the~~On ~~principal~~February 28, 2010 the total amount ofowing on the note was $2739,~~500~~854, ~~bringing~~made up of principal in the ~~total~~ amount ~~that~~of $33,500 ~~interest~~and ~~would~~accrued beinterest ~~calculated~~amounting on to $307,~~539~~333.

InDuring ~~December~~this ~~2008~~fiscal year ended February 28, 2010, the Company received loans from shareholders and ~~January~~other related parties. These loans were originally provided without defined interest and without defined payment terms. On October 15, 2009, $2Loan Agreements were entered into which clarified and confirmed the terms and conditions. Under the agreed terms the outstanding amounts,~~000~~ ~~each~~are without interest up to November 30, in2009. ~~aggregate~~Commencing December 1, $42009 the outstanding amounts and subsequent amounts,~~000~~ ~~was~~if ~~loaned~~any, toare repayable on demand, interest will accrue at a rate of 10% annum and if earlier demand for payment is not made, the ~~Company~~loans byare ~~two~~payable ~~officers/director~~November ~~bringing~~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 toof $3122,~~500~~626 ~~plus~~and accrued interest. amounting to $555.

OnAs at May 2931, ~~2009,~~2010 anthe amount offor ~~$1,000~~Loans ~~each~~Payable - Related Party, in aggregate $2,~~000 in~~ ~~additional~~including ~~notes~~shareholders ~~payable~~and ~~were~~other ~~issued~~related byparties ~~the Company to the two~~amounted ~~officers/director~~ to$ ~~fund the repurchase cost of 60~~71,~~000,000~~007(Feb ~~post~~2010-~~split shares of Company’s common stock owned by these two directors. Following the repurchase~~$64, ~~the~~014) ~~60,000,000~~made ~~shares~~up ~~were~~of ~~cancelled.~~principal Onamounting ~~May~~to 31$61,549 ~~2009 the loans payable amounted~~(Feb to 2010-$3356,~~500~~126) ~~plus~~and accrued interest ofamounting to $49,~~398,~~458 in(Feb ~~aggregate~~ 2010--$377,~~898~~888).

OnDuring ~~November~~the 30three month period ended May 31, ~~2009~~2010 ~~the~~a ~~total~~Related Party ~~amount~~provided ~~owing~~an ~~was~~additional $395,~~854,~~423 ~~made up~~in ofloans ~~principal~~to inpay various costs incurred by the ~~amount~~Company. ofUnder ~~$33,500~~the ~~and~~agreed ~~accrued~~upon ~~interest~~terms ~~amounting~~the tooutstanding amounts are without ~~$6,354~~interest or a due date.

~~During~~F-7 this quarter ended November 30, 2009, the Company received loans from other related parties totalling $6,635. These loans were without defined interest and without defined payment terms. Subsequent to this quarter, Loan Agreements were entered into which clarified and confirmed the terms and conditions.

NOTE ~~The~~6 ~~accompanying~~– ~~notes~~PURCHASE ~~are~~AND anCANCELLATION ~~integral~~OF ~~part~~COMMON ofSHARES ~~these Financial~~ISSUANCE ~~Statements.~~OF SHARE PURCHASE WARRANTS

FOn May 29, 2009 the Company reached and agreement with two officers/directors to purchase 30,000,000 post-7split shares from each, in aggregate 60,000,000 shares of the Company’s $0.001 par value stock at the price originally paid by them, plus future consideration. In settlement of the future consideration provision of the transaction, the Company agreed to issue 144,000 two-year share purchase warrants each, in aggregate a total of 288,000 two-year share purchase warrants, each of which grant the right to purchase one common share of the Company for $0.50 per share. The transaction, in aggregate totalled $2,247 consisting of $2,000 paid to the officers/directors for the post-split 60,000,000 shares and an amount of $247, which was expensed, on the income statement as director’s compensation. The deemed values of the share purchase warrants were based on a Black Scholes Model calculation. The components used were, Volatility of 200%, a Risk Free Rate of 2.34% and a stock price of $0.00333. The Company’s stock was not quoted on the date of warrant issuance nor had it ever traded therefore we used $0.00333, the highest price used for any previous stock issuances. No warrant have been exercised during this period up to February 28, 2010, the total outstanding is 288,000.

~~NOTE~~In 5June –2009, ~~LOANS~~the ~~PAYABLE~~Company -issued ~~RELATED~~a ~~PARTY~~30 ~~LOANS~~for ~~(Cont’d)~~1 forward stock split affected in the form of a stock dividend to all shareholders. The following share values and numbers of shares reflect the result of the roll forward and the Company’s share purchase from its officers and directors:

Up to November 30, 2009, the outstanding amount of $6,635 is without interest.. Commencing December 1, 2009 the outstanding amount and subsequent amounts, if any, become repayable on demand, interest will accrue at a rate of 10% per annum and if earlier demand for payment is not made, the loans are payable November 30, 2011.

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

NOTE 67 –- ~~PURCHASE~~SUBSEQUENT ~~AND~~EVENTS ~~CANCELLATION OF COMMON SHARES AND ISSUANCE OF SHARE PURCHASE WARRANTS~~

OnThe ~~May 29, 2009 the~~ Company ~~reached~~has ~~and~~a binding agreement ~~with two officers/directors~~ to purchase ~~30,000,000~~100% ~~post-split shares from each, in~~of ~~aggregate~~EcoEmissions 60Systems,~~000,000~~ ~~shares of the Company’s $0~~Inc.~~001~~(“EES”) ~~par~~subject ~~value~~to ~~stock~~completing atan ~~the price originally paid by them, plus future considerations~~audit. InEES ~~settlement of the future~~has ~~considerations~~already ~~provision~~intiated ofinternal ~~the~~preparations ~~transaction,~~for ~~the~~an ~~Company~~audit. ~~agreed~~EES towill ~~issue them~~engnage ~~144,000 two~~PCAOB-~~year~~registered ~~share~~auditor ~~purchase~~upon ~~warrants~~completion ~~each,~~of init’s ~~aggregate~~internal awork ~~total of 288,000~~but intends ~~two-year~~to ~~share~~commence ~~purchase~~the ~~warrants,~~outside ~~each~~audit ofwork ~~which~~prior ~~grant the right~~ to ~~purchase~~September ~~one common~~30, ~~share of the Company for $0.50 per share.~~ 2010

The transaction in aggregate totalled $3,392 consisting of $2,000 paid to the officers/directors for the post-split 60,000,000 shares and an amount of $5,392 which was expensed on the income statement as directors compensation, the deemed value of the share purchase warrants based on the result of a Black-Scholes Model calculation.

On May 29, 2009 the Company issued 150,000 post-split common shares to a consultant for services rendered valued at $500

One June 8, 2009 the shareholders approved a stock dividend of 30 for 1 on its shares and warrants. All shares and warrants in these financial statements have been recalculated to give effect to the stock dividend.

NOTE 8 – MEMORANDUM OF UNDERSTANDING TO ACQUIRE 100% OF THE COMPANY

On June 1, 2009 the Company entered into a Memorandum of Understanding with EcoEmissions System, Inc of Tempe Arizona (ECO) to acquire 100 % of ECO subject to ECO completing an independent audit of it financial records and other conditions precedent. At the date of this report the financial information and other conditions were incomplete. The parties continue to work together in an effort to complete the transaction.

NOTE 9 - SPECIAL SHAREHOLDERS MEETING, APPOINTMENT OF NEW DIRECTORS AND OFFICERS

At 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), the number of directors was changed to “no less than 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.

The accompanying notes are an integral part of these Financial Statements

F-8

NOTE 9 - SPECIAL SHAREHOLDERS MEETING, APPOINTMENT OF NEW DIRECTORS AND OFFICERS (Cont’d)

On June 4th, 2009 the Company sold its Strohn Creek mineral property located near Strohn Creek to Skyhigh Resources Inc for 250,000 shares of Skyhigh Resources common stock. As a condition of the transaction the director of Resource Group Inc required Skyhigh Resources Inc to distribute these shares on a pro-rata basis, to the shareholders of the Company. No gain/loss value was placed on the transaction, as the property had been 100% impaired resulting in an expense of $25,253 entered to the Statement of Operations.

Note 10 –WARRANTS TO DIRECTORS

On May 29, 2009 the Company issued 288,000 post split warrant to two of the Company’s directors and additional compensation for their agreement to return for cancellation, 60,000,000 shares of the Company’s common stock held by these two directors. The warrants priced at $0.50 post-split, are non-callable and irrevocable, valid for two year and have an expiry date of May 29, 2011.

NOTE 11 - SUBSEQUENT EVENTS

On December 7, 2009 the Company filed on Edgar with the United States Securities and Exchange Commission an 8-K which provided additional details precedent to the Company’s completion of the acquisition of EcoEmission Systems Inc discussed in Note 8 to these Financial Statements.

On January 26, 2010, the Company filed an 8-K with the Securities and Exchange Commission (SEC) disclosing that the Company became aware its 10-Q filing for the period ended August 31, 2009 contained inconsistencies in the financial information that was filed. As a result, the Board of Directors of the Company concluded that its previously issued financial statements for the six-month period ended August 31, 2009, included in its Quarterly Report on Form 10-Q for the six-month period ended August 31, 2009, should no longer be relied upon. Therefore upon completion of a review of the Company’s financial information for that period by Seale & Beers, the Company’s auditors, an amended 10-Q will be filed.

The Company has reviewed subsequent events up to and including January 27, 2010, the date on which the financial statements were available to be issued, and determined that except for those events disclosed herein, no subsequent events have occurred.

The accompanying notes are an integral part of these Financial Statements

F-9

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

EcoEmissions Solutions, Inc (~~formerly Resource Group Inc) (~~referred to herein as “we”, “us”, “our” and similar terms) was incorporated on April 2, 2007, in the State of Delaware. Our principal executive offices are located at ~~3250~~455 ~~Oakland~~South 48th ~~Hills~~St,,Suite ~~Fairfield~~106, ~~California~~Tempe, ~~94534~~Arizona 85281. Our telephone number is ~~707~~928 ~~208~~474 ~~6368~~9151. We are an ~~exploration~~development stage Company with no revenues and have a limited operating history. Our fiscal year end is February.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Year ended February 28, ~~2007~~2010

We In ~~spent~~June ~~most~~2009 ofwe ~~2007~~reached inan ~~the~~Agreement ~~organization~~to acquire EcoEmissions Systems, Inc. of.Tempe ~~the~~Arizona, ~~Company~~a Nevada Corporation.The acquisition is structured as a merger and ~~Company~~ ~~set-up~~is subject to an audit being completed on EcoEmissions Systems, Inc. No(“Eco”) EES ~~activities~~has oralready ~~operation~~intiated ~~occurred~~internal ~~until~~preparations ~~December~~for ofan ~~2007~~audit intends to commence the outside audit work prior to September 30, 2010

~~Year~~ ~~ended~~On ~~February~~December 284, ~~2008~~2009 we filed an 8-K providing additional information concerning the merger and EcoEmissions Systems, Inc.

In During ~~January~~the ~~2008~~year we ~~acquired~~changed aour ~~Molybdenum-Gold~~name ~~mining~~to ~~property located~~EcoEmissions ~~at Strohn Creek~~Solutions, ~~further~~Inc ~~described~~and asdecided that the ~~Meziadin~~focus ~~Lake~~of ~~Project,~~our ~~which is~~business ~~located~~will ~~approximately~~be 35identical ~~kilometres~~to ~~east~~that ofconducted ~~Stewart,~~by ~~British~~Eco ~~Columbia.~~which ~~We have~~is ~~acquired~~the ~~one~~pollution ~~hundred~~control ~~percent~~business, ~~(100%)~~Eco ofhas ~~the~~proven ~~property~~patented ~~from~~emissions-reducing ~~the~~Catalyst Injection ~~previous~~System™ ~~owner for~~(CIS™) offers a ~~cash~~global ~~payment~~solution offor ~~US$25,253,~~diesel ~~(CAN~~engines ~~$25,000).~~used ~~The~~in ~~purchase~~heavy ~~price~~industry ~~included the~~and ~~cost~~large ofmarine ~~the~~applications ~~geological~~around ~~report~~the world. The ~~property~~pre-combustion issystem ~~comprised~~(the ofonly 2patented ~~claims,~~system ~~British Columbia~~of ~~Mines~~its ~~and~~type ~~Resources~~in ~~tenure~~the ~~numbers~~world), ~~551606~~injects ~~and 551608 covering approximately~~a ~~613.5~~platinum-based ~~hectares~~catalyst (~~1,516 Acres~~nano). ~~The~~solution ~~claim~~into ~~extends~~diesel ~~from~~engine ~~just~~cylinders ~~west~~producing ofa ~~the~~more ~~confluence of~~complete ~~Surprise~~burn ~~Creek~~of ~~and~~the ~~Strohn~~diesel ~~Creek~~fuel. ~~for~~Simply ~~approximately~~installed 2without ~~kilometres~~modifications ~~east-west and~~to 3the ~~kilometres~~engine ~~north-south.~~itself, Athe ~~geologist~~results ~~was~~are ~~engaged~~more bypower, ~~the~~lower ~~Company~~fuel toconsumption, ~~prepare~~dramatically areduced ~~Geological~~pollution ~~Report.~~and ~~This~~an ~~report~~extension ~~was~~of ~~completed~~engine ~~January~~life. 4,The ~~2008~~catalyst inis ~~general~~then ~~accordance with~~used ~~the~~and ~~requirements~~consumed ofas ~~National~~part ~~Instrument~~of ~~43-101~~normal ~~Standards~~diesel ~~for~~engine ~~Disclosure for Mineral Projects~~operation.

No ~~mining~~The ~~exploration~~catalyst ~~activities~~is ~~were~~used ~~planned~~once ~~nor~~as ~~conducted during~~part ~~the first two quarters~~ of ~~this~~normal ~~fiscal~~diesel ~~period.~~engine operation ~~Our~~and ~~exploration~~then ~~plan~~needs ~~called for~~to ~~commencement~~be ofreplaced. ~~the~~The ~~first~~replacement ~~phase~~ of the ~~exploration~~catalyst ~~plan to have commenced in~~provides ~~this~~ ECMZ ~~second~~an ~~quarter,~~ongoing ~~however~~and ~~due~~ever toincreasing ~~our~~revenue ~~geologist~~stream ~~not~~as ~~being~~it ~~available,~~continues weto ~~have~~increase ~~scheduled~~ the ~~Phase~~number Iof toinstalled ~~commence~~delivery ~~in spring 2009~~units.

In We ~~February~~believe ~~2008~~our weexisting ~~completed~~cash anbalances ~~offering~~and ~~of 18,000,000 post~~non-~~split~~related ~~common~~party ~~shares~~loans ofthat ~~the~~have ~~Company’s~~been ~~stock~~committed ~~pursuant~~are sufficient to ancarry ~~exemption provided~~our ~~under~~normal ~~Section~~operations 4for the next three (23) months. Our short and long-term survival is dependent on funding from sales of securities as necessary or from loans from shareholder or others and thus, to the ~~Securities~~extent ~~Act~~that we require additional funds to support our operations or the expansion of ~~1933~~our business, we may attempt to sell additional equity shares or issue additional debt. Any sale of additional equity securities will result in dilution to our stockholders. There can be no assurance that additional financing, if required, will be available to us or on acceptable terms.

On May 27, 2008 our Registration Statement on Form S-1, commission file number 333-150463, became effective and qualified the 18,000,000 post-split shares of the Company’s common shares sold in February 2008 in accordance with the requirements of Section 4(2) offering under the Securities Act of 1933, as amended and Rule 502 promulgated thereunder. There were no underwriters for this offering.

In June 2008, the Company filed it 15c211 requesting a trading symbol on OTC Bulletin Board. On July 23, 2008 the Company received confirmation from FINRA that the Company’s 15C211 had been cleared for an unpriced quotation on the OTC Bulletin Board and the Pink Sheets. The trading Symbol was RSOG

In the November 30, 2008 filing, we had one mining property asset and cash. No activities had been carried out on this mining property

Year ended February 28, 2009

During this period we made provision for 100% impairment of our mineral claim representing a value of $25, 253.

The Board of Director continues to review various opportunities that would bring additional value to the Company and in this regard has concentrated its efforts toward the acquisition of additional resource properties in both base and precious mineral and the oil and gas sector.

An opportunity in the industrial manufacturing sector has been presented to the board of directors, which the Board is carefully investigated.

Interim Period ended May 31, 2009

On May 29, 2009 the Company reached and agreement with two officers/directors to purchase 30,000,000 post-split shares from each, in aggregate 60,000,000 post-split shares of the Company’s $0.001 par value stock at the price originally paid by them, plus future considerations. In settlement of the future considerations provision of the transaction, the Company agreed to issue them 144,000 post-split two-year share purchase warrants each, in aggregate a total of 288,000 post -split two-year share purchase warrants, each of which grant the right to purchase one common share of the Company at a cost of $0.50 per share.

The transaction cost to the two directors in aggregate totalled $3,392 consisting of $2,000 paid to the officers/directors for the post-split 60,000,000 shares and an amount of $5,392 which was expensed on the income statement as directors compensation, the deemed value of the share purchase warrants based on the result of a Black-Scholes Model calculation.

A total of 150,000 post-split common shares were issued to a consultant for services rendered.

Interim Period ended August 31, 2009

At a special meeting of the shareholders of the Company held June 8, 2009 the name of the Company was changed to EcoEmissions Solutions Inc, (formerly Resource Group Inc), the number of directors was changed to “no less than 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 on its shares and warrants was approved.

As a result of the Company name change, papers were required to be filed with FINRA for a new treading symbol. The new trading symbol is ECMZ.

On June 4th, 2009 the Company sold its Strohn Creek mineral property located near Strohn Creek to Skyhigh Resources Inc for 250,000 shares of Skyhigh Resources common stock. The shares received in this transaction were required to be distributed to the shareholders of the Company on a pro-rata basis. No gain was realized and as this property had been fully impaired and expensed on the Statement of Operations no losses were incurred.

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.

Interim Period ended November 30, 2009

During this quarterly period the Company continued to work on completion of the intended acquisition of EcoEmissions System, Inc of Tempe Arizona (ECO) to acquire 100 % of ECO. Although progress has been slow, the parties feel that the terms of the Memorandum of Understanding will be completed.

Results of Operations

The following results of operations compare the results of the 2009 period to the 2008 period result.

Interim Periods

For the three month period ~~August~~March 311, ~~2009~~2010 to ~~November~~May 3031, ~~2009~~2010 and comparable ~~period~~periods in ~~2008~~2009

We reported no revenues for the three months ~~August~~March 311, ~~2009~~2010 to May ~~November 30~~31, ~~2009~~2010 compared to nil during the comparable period ending ~~August~~May 31, ~~2008~~2009. The sale of CIS system is being conducted with Eco whose acquisition has not been completed.

For the three months period ~~August~~March 311, ~~2009~~2010 to ~~November~~May 3031, ~~2009~~2010, our net loss from operations was $58,~~650~~643 compared to $510,~~599~~223 during the comparable three months ended ~~November~~May 3031, ~~2008~~2009. The ~~increase~~decrease of $511,580 in the ~~November~~May 3031, ~~2009~~2010 period was due ~~primarily~~ to a decrease in ~~Legal~~our ~~and~~operational ~~Accounting amounting to $400, a decrease in office~~ and ~~administrative~~organizational ~~expenses of $113, a decrease in filing fees of $61 offset by a an increase in interest expense amounting to~~activity ~~$625~~expenses.

~~For~~At ~~the~~May ~~nine~~31, ~~month~~2010 ~~period~~we ~~March~~had 1working capital of -$75,539 ~~2009~~compared to working ~~November~~capital 30of -$66,896 at February 28, 2010. At May 31, 2009 ~~and~~our ~~comparable~~total assets ~~period~~consisted inof ~~2008~~cash of $1,358. This compares with total assets of $1,376 at February 28, 2010 consisting of cash of $1,376.

We reported no revenues for the nine months March 1, 2009 to November 30, 2009 compared to nil during the comparable period ending November 30, 2008.

For the nine-month period March 1, 2009 to November 30, 2009, our net loss for the period was $28,373 compared to $47,482 during the comparable nine-months ended November 30, 2008. The decrease of $19,970 in the November 30, 2009 period was due primarily to a decrease in our legal and consulting fees amounting to $22,234 a decrease in filing fees amounting to $999, a decrease in audit fees amounting to $2,000 offset primarily by an increase in Directors Compensation in the amount of $5,392 and an increase in interest expense amounting to $718. In the comparable period ending November 30, 2008 the higher expenses included those incurred for the writing and filing of an S-1 registration.

During the Period from Inception April 2, 2007 to November 30, 2009 we recognized net losses for the period totalling $126,763 made up of organization expenses of $5,000, office and administration expenses of $5,930, legal and consulting amounting to $57,434, audit fees of $16,000, filing fees of $5,385, directors compensation of $5,392, impairment expenses of our mining claim asset amounting to $25,253 and interest expense of $6,368.

At November 30, 2009 we had working capital of -$59,871 compared to working capital of -$35,389 at February 29, 2009. At November 30, 2009 our total assets consisted of cash amounting to $1,413. This compares with total assets of cash only amounting to $4,564 on February 28, 2009. During the period ended February 28, 2009 we recognised a 100% asset impairment write down of our mineral property amounting to $25,253.

At November 30, 2009, our total current liabilities amounting to $61,284 made up of $46,489 loans payable to related parties, $1,500 of accrued liabilities due to our auditors, $13,295 to accounts payable to others compared to total liabilities at February 29, 2009 amounting to $39,953 made up of loans payable to related parties $35,127, accrued liabilities amounting to $3,500 due to our auditors and $1,326 accounts payable.

Cash on hand is currently our only source of liquidity. We do not have any lending arrangements in place with banking or financial institutions and we do not anticipate that we will be able to secure these funding arrangements in the near future.

Our short and long-term survival is dependent on additional related party loans or sale of securities. ~~Our~~At this time our short- term cash needs ~~will~~ have tobeen be arranged for through non-related party loans orsufficient ~~sale of our common stock~~ to carry the Company for the next three months of operations~~, although no arrangements are in currently in place~~.

Off-Balance Sheet Arrangements

We currently do not have any off-balance sheet arrangements.

ITEM 3. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, we ~~CONTROLS~~conducted ~~AND~~an ~~PROCEDURES~~evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act). Based upon this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are ineffective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Security and Exchange Commission's rules and forms.

AsThere ofhas ~~the~~been ~~end~~no ofchange ~~the~~in ~~period covered by this report, we conducted an evaluation, under the supervision and with the participation of~~ our ~~chief~~internal ~~executive~~control ~~officer~~over ~~and chief~~ financial ~~officer, of our disclosure controls and procedures (as defined in~~ ~~Rule~~reporting ~~13a-15(e)~~during of the ~~Exchange~~current ~~Act).~~quarter ~~Based~~that ~~upon~~has ~~this~~materially ~~evaluation~~affected, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are ineffective to ensure that information required to be disclosed by us in the reports that we file or ~~submit under the Exchange Act~~ is reasonably ~~recorded,~~likely ~~processed,~~to ~~summarized~~materially ~~and reported~~affect, ~~within~~our ~~the~~internal ~~time~~control ~~periods~~over ~~specified in the Security and Exchange Commission's rules and forms~~financial reporting.

~~There~~PART ~~has~~II ~~been~~– noOTHER ~~change~~INFORMATION ~~in our internal control over financial reporting during the current quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.~~

~~PART~~ITEM II1. –LEGAL ~~OTHER INFORMATION~~PROCEEDINGS

~~ITEM 1~~None. ~~LEGALPROCEEDINGS~~

None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

OnNone May 27, 2008 our Registration Statement on Form S-1, commission file number 333-150463, became effective and qualified under Rule 144 for the sale of 600,000 shares of the Company’s common sold in accordance with the requirements of Section 4(2) offering under the Securities Act of 1933, as amended and Rule 506 promulgated thereunder. The offering was fully subscribed by February 25, 2008 raising a total of $60,000. There were no underwriters for this offering.

~~The~~ITEM ~~following~~3. ~~table~~DEFAULTS ~~notes~~UPON ~~the~~SENIOR ~~use of proceeds for actual expenses incurred for our account from February 25, 2008 to August 31, 2009~~ SECURITIES

		Amount of direct or indirect payments to
		directors, officers, general partners, 10%		Amount of direct or indirect
Expenses		shareholders or affiliates of the Issuer		payments to others
Legal and Consulting	$	0	$	24,000
Accounting		0		3,500
Office and filing fees		0		2,806
Debt repayment		0		29,993
	$	0	$	60,000

None.

ITEM ~~3. DEFAULTS UPON SENIOR SECURITIESNone. ITEM~~ 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ~~None. ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS Pursuant to Rule 601 of Regulation S-B, the following exhibits are included herein or incorporated by reference.~~

Exhibit
Number	Description
3.1	Articles of Incorporation*
3.2	Amendment to Articles of Incorporation**
3.3	By-laws*
31.1	CERTIFICATION OF CEO PURSUANT TO 18 U.S.C. ss. 1350, SECTION 302
31.2	CERTIFICATION OF CFO PURSUANT TO 18 U.S.C. ss. 1350, SECTION 302
32.1	CERTIFICATION PURSUANT TO 18 U.S.C. ss. 1350, SECTION 906
32.2	CERTIFICATION PURSUANT TO 18 U.S.C. ss. 1350, SECTION 906
* Incorporated by reference to our Form S-1 Registration Statement, file number 333-450463, filed on May 27, 2008.
** Incorporated by reference to our Form 8-K filed on June 9, 2009.

None.

~~SIGNATURES~~ITEM 5. OTHER INFORMATION

~~Pursuant~~None to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 21st day of January 2010.

~~EcoEmissions~~ITEM ~~Solutions~~6. ~~Inc~~EXHIBITS

~~Date:~~Pursuant ~~January~~to ~~27,~~Rule ~~2010~~601 ~~By:~~of ~~/s/~~Regulation ~~Larry~~S-B, ~~Lorenz~~the ~~Name:~~following ~~Larry~~exhibits are ~~Lorenz~~included ~~Title:~~herein ~~President/Chief~~or ~~Executive~~incorporated ~~Officer~~by ~~and~~reference. ~~Director~~

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

Exhibit
Number	Description
3.1	Articles of Incorporation*
3.3	By-laws*
4.0	Code of Ethcis**
31.1	CERTIFICATION OF CEO PURSUANT TO 18 U.S.C. ss. 1350, SECTION 302
31.2	CERTIFICATION OF CFO PURSUANT TO 18 U.S.C. ss. 1350, SECTION 302
32.1	CERTIFICATION PURSUANT TO 18 U.S.C. ss. 1350, SECTION 906
32.2	CERTIFICATION PURSUANT TO 18 U.S.C. ss. 1350, SECTION 906

* Incorporated by reference to our Form S-1 Registration Statement, file number 333-450463, filed on May 27, 2008.

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

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 15^thday of July, 2010.

EcoEmissions Solutions, Inc.

Date: July 15, 2010

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

Date: July 15, 2010

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

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