UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended ~~June~~September 30, 2012


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

For the transition period from ___________ to ___________

Commission file number 333-157459

EcoLiveGreen Corp.

(Exact name of registrant as specified in its charter)


Florida		26-3941151
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)


7076 Spyglass Avenue, Parkland, Florida		33076
(Address of principal executive offices)		(Zip Code)

(954) 599-3672

(Issuer’s telephone number, including area code)

Not Applicable

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

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

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

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


Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	þ

(Do not check if a smaller reporting company)

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

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

Class		Outstanding at ~~July~~September 3130, 2012
Common Stock, $0.001		15,~~011~~131,500 shares
Preferred Stock, $0.001		0 shares

ECOLIVEGREEN CORP.

TABLE OF CONTENTS

PAGE Part I Financial Information 3 Item 1. Financial Statements 3 Condensed Balance Sheets at ~~June~~September 30, 2012 (unaudited) and December 31, 2011 (audited) 3 Condensed Statements of Operations for the three and ~~six~~nine months ended ~~June~~September 30, 2012 and 2011 and the cumulative period from November 5, 2008 (inception) through ~~June~~September 30, 2012 4 Condensed Statements of Cash Flows for the ~~six~~nine months ended ~~June~~September 30, 2012 and 2011 and the cumulative period from November 5, 2008 (inception) through ~~June~~September 30, 2012 5 Notes to Consolidated Financial Statements 6 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 12 Item 3. Quantitative and Qualitative Disclosures About Market Risk 15 Item 4. Controls and Procedures 15 Part II Other Information 16 Item 1. Legal Proceeding. 16 Item 1A. Risk Factors. 16 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 16 Item 3. Defaults Upon Senior Securities. 16 Item 4. Mine Safety Disclosures. 16 Item 5. Other Information. 16 Item 6. Exhibits. 16

- 2 -

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

ECOLIVEGREEN CORP.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED BALANCE SHEET

ASSETS
	Unaudited			Audited
	June 30, 2012			December 31, 2011
	September 30, 2012			December 31, 2011
CURRENT ASSETS:
Cash and equivalents	$	500		$	1,000
Total Current Assets		500			1,000
OTHER ASSETS:
Intellectual assets, net		6,862			6,862
Total Assets	$	7,362		$	7,862
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable	$	—		$	—
Accounts payable and accrued expenses - related parties		18,943			4,693
Accrued expenses		11,843			4,693
Total Current Liabilities		18,943			4,693
Loans from related parties		—			—
Total Current Liabilities		11,843			4,693
Total Long Term Liabilities		—			—
Total Liabilities		1118,~~843~~943			4,693
STOCKHOLDERS’ EQUITY (DEFICIT):
Preferred Stock, par value $0.001; 10,000,000 shares authorized; 0 shares issued and outstanding as of June 30, 2012 and December 31, 2011	$	—		$	—
Preferred Stock, par value $0.001; 10,000,000 shares authorized; 0 shares issued and outstanding as of September 30, 2012 and December 31, 2011	$	—		$	—
Common stock, par value $.001; 500,000,000 shares authorized; 15,011,500 shares issued and outstanding as of June 30, 2012 and 14,377,500 shares issued and outstanding at December 31, 2011	$	15,012		$	14,378
Common stock, par value $.001; 500,000,000 shares authorized; 15,131,500 shares issued and outstanding as of September 30, 2012 and 14,377,500 shares issued and outstanding at December 31, 2011	$	15,132		$	14,378
Additional paid in capital		~~277~~255,~~013~~593			218,647
Deficit accumulated during the development stage		(~~296~~282,~~506~~306	)		(229,856	)
Total Stockholders’ Equity (Deficit)		(411,~~481~~581	)		3,169
Total Liabilities and Stockholders’ Equity (Deficit)	$	7,362		$	7,862

The accompanying notes are an integral part of these statements.

- 3 -

ECOLIVEGREEN CORP.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF OPERATIONS

For the Period November 5, 2008 (inception) through ~~June~~September 30, 2012

(Unaudited)

													Cumulative from
													November 5, 2008
	For the three			For the three			For the ~~six~~nine			For the ~~six~~nine			(inception)
	months ended			months ended			months ended			months ended			through
	June 30, 2012			June 30, 2011			June 30, 2012			June 30, 2011			June 30, 2012
	September 30,2012			September 30,2011			September 30,2012			September 30,2011			September 30,2012
Net Sales	$	—		$	—		$	—		$	—		$	—
Cost of Sales		—			—			—			—			—
Gross Profit		—			—			—			—			—
Operating Expenses:
Legal and Accounting	$	2,~~000~~800		$	12,500		$	58,~~750~~550		$	24,~~150~~650		$	5153,~~000~~800
Consulting		477,~~150~~200			67,~~780~~435			5232,~~700~~600			1219,~~157~~592			~~206~~186,~~583~~483
General and Administrative		3,~~400~~100			12,~~950~~800			811,~~200~~300			36,~~450~~250			3740,~~548~~648
Total Operating Expenses		5213,~~550~~100			1012,~~230~~735			6652,~~650~~450			1730,~~757~~492			~~295~~280,~~131~~931
Operating Loss		(5213,~~550~~100	)		(1012,~~230~~735	)		(6652,~~650~~450	)		(1730,~~757~~492	)		(~~295~~280,~~131~~931	)
Other income/expenses:
Interest expense		—			—			—			—			(1,375	)
Total Other Income/ (Expenses)		—			—			—			—			(1,375	)
Net (loss) before Income Taxes		(5213,~~550~~100	)		(1012,~~230~~735	)		(6652,~~650~~450	)		(1730,~~757~~492	)		(~~296~~282,~~506~~306	)
Provision for Income Taxes		—			—			—			—			—
Net (loss)	$	(5213,~~550~~100	)	$	(1012,~~230~~735	)	$	(6652,~~650~~450	)	$	(1730,~~757~~492	)	$	(~~296~~282,~~506~~306	)
Basic and diluted net loss per common share	$	(0.~~004~~001	)	$	(0.001	)	$	(0.~~005~~004	)	$	(0.~~001~~002	)
Weighted average number of common shares outstanding		14,~~651~~685,~~500~~960			13,~~002~~005,~~222~~000			14,~~520~~726,~~434~~252			1213,~~926~~019,~~944~~524

The accompanying notes are an integral part of these statements.

- 4 -

ECOLIVEGREEN CORP.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF CASH FLOWS

For the Period November 5, 2008 (inception) through ~~June~~September 30, 2012

							Cumulative from
							November 5, 2008
	For the six			For the six			(Inception)
	For the nine			For the nine			(Inception)
	ended months			ended months			through
	June 30, 2012			June 30, 2011			June 30, 2012
	September 30, 2012			September 30, 2011			September 30, 2012
OPERATING ACTIVITIES:
Net loss	$	(6652,~~650~~450	)	$	(1730,~~757~~492	)	$	(~~296~~282,~~506~~306	)
Adjustments to reconcile net loss to net cash used in operating activities:
Issuance of stock options		—			—			1,830
Issuance of common stock for interest		—			—21,500			1,375
Issuance of common stock for services		3731,~~500~~700			—7,500			8882,~~633~~833
Changes in operating assets and liabilities:
Increase/(Decrease) in accounts payable		—			—			—24,943
Increase/(Decrease) in accrued expenses		720,~~150~~250			(~~997~~7,782	)		~~11,843~~—
Net cash used in operating activities		(~~22,000~~500	)		(189,~~754~~274	)		(~~192~~171,~~825~~325	)
FINANCING ACTIVITIES:
Proceeds from issuance of common stock		~~21,500~~—			~~17,500~~—			~~149~~127,~~075~~575
Loan Payable - consultants		—			—			44,250
Loans payable - related parties		—			198,039			—
Net cash provided by (used in) financing activities		~~21,500~~—			178,~~519~~039			~~193~~171,~~325~~825
NET INCREASE IN CASH		(500	)		(1,235	)		500
CASH BEGINNING BALANCE		1,000			1,235			—
CASH ENDING BALANCE	$	500		$	—		$	500
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Taxes paid	$	—		$	—		$	—
Interest paid	$	—		$	—		$	—
NON-CASH TRANSACTIONS AFFECTING OPERATING, INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock for patents	$	—		$	—		$	6,862
Issuance of common stock for debt	$	216,~~500~~000		$	1021,~~000~~500		$	126,570

The accompanying notes are an integral part of these statements.

- 5 -

ECOLIVEGREEN CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2012

(UNAUDITED)

NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited interim financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission for the presentation of interim financial information, but do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. The audited financial statements for the years ended December 31, 2011 and 2010 and the period November 5, 2008 (Inception) through December 31, 2011 were filed on February 7, 2012 with the Securities and Exchange Commission and are hereby referenced. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the ~~six~~ nine months ended ~~June~~September 30, 2012 and for the period November 5, 2008 (Inception) through ~~June~~September 30, 2012 are not necessarily indicative of the results that may be expected for the year ended December 31, 2012.

NOTE 2 – DESCRIPTION OF BUSINESS AND ~~DEVELOPMENT STAGE~~GOING ~~RISK~~CONCERN

Description of Business

ECOLIVEGREEN CORP. (“ELG CORP.”, “EcoLiveGreen Corp”) is a development stage company, incorporated in the State of Florida on November 5, 2008, to acquire, develop and market environmentally efficient products including, but not limited to, applications of patents with the U.S. Patent and Trademark Office.

In third quarter 2008, three (3) engineers founded our company and continued the discussions of filing patents related to developing products having ecological properties together with the potential of economic substance. The Company’s initial application was submitted to the U.S. Patent and Trademark Office (USPTO) in the science of Light-emitting Diode (LED) technology which ultimately resulted in several modifications having the initial patent issuance on June 29, 2010. Currently, the company has filed patent applications in three (3) distinct and separate areas as further explained below. At ~~June~~September 30, 2012, the summary of patent applications and issuances are as follows:


	●	Patents Issued: six (6) having two (2) in the field of LED lighting and three (4) in the field of waste water concentrator systems

	●	Applications with Notices of Allowance: None

	●	Additional Applications Pending with the USPTO : three (3) having two (2) in the field of LED lighting and one (1) in the field of digital music

	●	One (1) Application for certain territorial rights under the Patent Cooperation Treaty (PCT) in the field of waste water concentrator

The following further describes the Company’s applications and patent issuances with the USPTO:

LED CEILING TILE TROFFER REPLACEMENT

This product has several patented and patent pending technologies included within. It is a simple plug-and-play luminaire that simply replaces a ceiling tile. Power is supplied via a plug that comes from a transformer mounted above the ceiling. Only the transformer needs to be installed by a licensed electrician. The tiles may be moved around the drop ceiling at will by any non-licensed maintenance man. Additionally, these tiles light the room with healthful color rather than the cold white color that is typical of standard fluorescent lamps. The color may be adjusted from warm to cooler white depending upon the location. Also, patented technology allows the light to automatically adjust to the ambient lighting conditions to reduce light output when not needed. This saves money, energy, and the environment. The LED tiles contain no mercury, as do fluorescent lamps. Several patents protect the way the light is distributed from the LED tile so that eyes are not damaged by intense light typical of modern high-powered LEDs.

- 6 -

ECOLIVEGREEN CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2012

(UNAUDITED)

SANITARY WASTEWATER CONCENTRATOR

It is the norm for municipalities and other urban developments to collect the generated sanitary wastewater from homes, schools, hospitals, restaurants, hotels and other commercial establishments through its defined wastewater systems. The wastewater is transported in the collection system of underground pipes which flow by gravity or by a pressurized pumping process to a centralized (regional) treatment facility for purification and final disposal of the water and solids generated.

The waste water collection system, can in some instances, become hydraulically overloaded due to urban sprawl. Alternatively, the rate of flow can exceed the capacity of the sewer main piping which causes flow and capacity concerns. To best solve this problem it may be necessary to lay a parallel pipeline and increase the hydraulic pressure on the system to increase the force of wastewater through the existing pipe at the additional cost, including but not limited to, laying of the pipeline, disruption or limitation of normal services, energy and safety issues.

Our invention claims a system constructed of a group of components located at a strategic position along the pipeline of the sewage collection system positioned upstream of the regional treatment facility based on the sewer main calculated at the excessive hydraulic loading point.

The collected array of components forms a system for separating a portion of the solids from a portion of the wastewater. The concentrated solids are reintroduced into the collection system for transport to the treatment plant; the separated and purified water can then be reused locally for land irrigation or industrial applications. Our inventive system is equipped with controls to adjust for variations in the daily or seasonal hydraulic loading of the piping system.

MINIATURE HYBRID REVERBERATION SYSTEM

Modern Reverberation in sound studios is accomplished using Digital Signal Processing. Legacy Reverberation systems used large chamber rooms with cement walls, large plates the size of a queen sized mattress, and springs for less realistic lower cost reverb. In our modern world, there is always a great demand for legacy systems since the sound can never be 100% duplicated by modern Digital Signal Processing. However, these legacy systems are huge taking as much real-estate as the sound room itself. To justify this problem, we have invented a hybrid system. Using patent pending technology, we miniaturize the large chamber room and large plates into a rack sized system.

As of ~~June~~September 30, 2012, we had an accumulated deficit of ($~~296~~282,~~506~~306). Our ~~auditors have raised substantial doubt as to our~~ ability to continue as a going concern, ~~as expressed in its opinion on our financial statements included in this report. Our ability to continue as a going concern~~ is dependent upon our ability to generate profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. There can be no assurance that we will operate at a profit or such additional financing will be available, or if available, can be obtained on satisfactory terms.

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

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

Basis of Presentation

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

- 7 -

ECOLIVEGREEN CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2012

(UNAUDITED)

Going Concern

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

Management’s Plan to Continue as a Going Concern

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

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

Development Stage Risk

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

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

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

Use of Estimates

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

~~Inventories~~Earnings (Loss) Per Share

~~Inventories~~The ~~are~~Company ~~valued~~computes atearnings ~~the~~per ~~lower~~share ofin ~~cost~~accordance orASC ~~market on~~260 a“Earnings ~~first-in~~Per Share” which was previously Statement of Accounting Standards No. 128, ~~first-out~~“Earnings per Share” (~~FIFO~~“SFAS No. 128”). ~~basis~~Under the provisions of SFAS No. 128, basic earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common and ~~include~~potentially ~~finished~~dilutive ~~goods~~common shares outstanding during the period. There were no potentially dilutive common shares outstanding during the period.

Revenue Recognition

The Company recognizes revenue when:

● Persuasive evidence of an arrangement exists; ● Shipment has occurred; ● Price is fixed or determinable; and ● Collectability is reasonably assured.

- 8 -

ECOLIVEGREEN CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2012

(UNAUDITED)

The Company closely follows the provisions of Accounting Standards Codification (“ASC”) 605, Revenue Recognition, which includes the guidelines of Staff Accounting Bulletin No. 104 as described above. For the period from November 5, 2008 (inception) to June 30, 2012, the Company recognized no revenues.

Earnings (Loss) Per Share

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

Income Taxes

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

Fair Value of Financial Instruments

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

~~Share~~Stock ~~Based~~based ~~Payments~~compensation

~~(included~~We account for stock based compensation in accordance with FASB ASC 718 ~~“Compensation~~which requires companies to measure the cost of employee services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. For stock-based awards granted on or after January 1, 2006, stock-based compensation expense is recognized on a straight-line basis over the requisite service period. In prior years, we accounted for stock-based awards under APB No. 25, “Accounting for Stock ~~Compensation~~ Issued to Employees.”) We account for non-employee share-based awards in accordance with FASB ASC 505-50.

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

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

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

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

Recent Accounting Pronouncements

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

NOTE 4 – EQUITY TRANSACTIONS

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

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

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

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

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


	●	550,000 shares of common stock for $19,800 to two (2) existing stockholders.

	●	1,870,000 shares of common stock for conversion of debt in the amount of $67,320 to two (2) existing stockholders.

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

- 9 -

ECOLIVEGREEN CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2012

(UNAUDITED)

~~NOTE~~In 4September –2010, ~~EQUITY~~the ~~TRANSACTIONS~~Company issued 300,000 shares of common stock for $0.036 per share to an investor (Steven Adelstein, an existing shareholder and consultant to the Company) for conversion of debt in the amount of $11,000.

In ~~November,~~December ~~2008~~2010, the Company issued 6300,~~862,500~~000 shares of common stock for ~~the~~$0.04 ~~purchase~~per ofshare ~~all~~to ~~rights,~~an ~~title~~investor ~~and~~(Steven ~~interest~~Adelstein, ~~into~~an ~~the~~existing ~~patent~~shareholder ~~pending~~and ~~application~~consultant ~~for~~to the ~~commercial~~Company) ~~lighting technology designed~~ for ~~commercial~~conversion ~~and~~of ~~residential~~debt ~~buildings to replace conventional drop ceiling troffers and to replace the fluorescent bulbs used~~ in the ~~existing~~amount ~~and conventional troffers. The value~~ of ~~the purchase was determined to be the cost to create and develop the patent application, which was~~ $612,~~862~~000.

In ~~December,~~March ~~2008~~2011, the Company issued 1150,~~687,500~~000 shares of common stock for $0.05 per share to an ~~independent~~investor (Steven Adelstein, an existing shareholder and consultant to the Company) for ~~services~~conversion ~~rendered~~of debt in the amount of $17,~~688~~500.

In ~~February,~~June ~~2009~~2011, the Company issued ~~450~~200,000 shares of common stock for $0.~~025~~05 per share to an investor (Steven Adelstein, an existing shareholder and consultant to the Company) for ~~cash~~conversion of debt in the amount of $1110,~~250~~000.

In ~~August,~~September ~~2009~~2011, the Company issued ~~830~~230,000 shares of common stock for $0.0305 per share ~~pursuant~~ to ~~the~~two ~~company’s~~(2) ~~Form~~existing ~~S-1~~investors ~~filing~~(50,000 ~~with~~shares ~~the~~to ~~Securities~~Steven Adelstein and ~~Exchange~~180,000 ~~Commission~~ shares to ~~various~~Tammi ~~investors~~Shnider) for ~~cash~~conversion ~~and~~of ~~consideration~~debt in the amount of $2411,~~900~~500.

In ~~June,~~November ~~2010~~2011, the ~~company~~Company issued 2820,~~420,~~000 shares of common stock for $0.~~036~~05 per share asto ~~follows:~~two (2) existing investors (500,000 shares to Steven Adelstein and 270,000 shares to Tammi Shnider and 50,000 shares to various others) for consulting services and conversion of debt in the amount of $41,000.

	●	550,000 shares of common stock for $19,800 to two (2) existing stockholders.
	●	1,870,000 shares of common stock for conversion of debt in the amount of $67,320 to two (2) existing stockholders.

In December 2011, the Company issued 127,500 shares of common stock for $0.05 per share to an investor (Tammi Shnider, an existing shareholder and consultant to the Company) for conversion of debt in the amount of $6,375.

In ~~June,~~March ~~2010~~2012, the ~~company~~Company ~~amended~~issued ~~its~~270,000 ~~articles~~shares of ~~incorporation~~ ~~and~~common ~~bylaws~~stock tofor ~~increase~~$0.05 ~~the~~per ~~authorized~~share ~~common~~to ~~stock~~an toinvestor ~~500~~(Steven Adelstein,~~000,000~~ ~~common~~an ~~shares~~existing shareholder and ~~provide~~consultant ~~for~~to ~~10,000,000~~the ~~shares of~~Company) ~~“blank~~for ~~check”~~conversion ~~preferred~~of ~~stock,~~debt ~~each~~in ~~with~~the aamount ~~par value~~ of $013,500.~~001 per share.~~

In ~~September,~~June ~~2010~~2012, the Company issued ~~300~~364,000 shares of common stock for $0.~~036~~05 per share to anconsultants ~~investor~~including (280,000 shares to Steven Adelstein, an existing shareholder and consultant to the Company~~) for~~ ~~conversion~~and of84,000 ~~debt~~shares into ~~the~~other consultants for a total amount of $1118,~~000~~200.

In ~~December,~~September ~~2010~~2012, the Company issued ~~300~~120,000 shares of common stock for $0.0405 per share to an investor (Steven Adelstein, an existing shareholder and consultant to the Company) for conversion of debt in the amount of $126,000.

In March 2012, ~~2011~~pursuant to that certain Registration Statement on Form S-1 (Commission File No. 333-157495), which was declared effective on March 26, 2012 by the ~~Company~~Securities ~~issued~~and ~~150~~Exchange Commission, we registered 4,000,000 shares of ~~common~~Common ~~stock~~Stock for ~~$0.05~~sale ~~per~~by ~~share~~the toCompany for an ~~investor~~aggregate ~~(Steven~~offering ~~Adelstein,~~price anof ~~existing~~$500,000. At ~~shareholder~~September ~~and~~30, ~~consultant~~2012, to the Company) ~~for conversion~~has not sold any of ~~debt~~these common shares as registered in the ~~amount~~Form ofS-1 ~~$7,500~~and there are no assurances that the Company can or will sell said shares or a portion thereof.

InNOTE ~~June,~~5 ~~2011,~~– ~~the~~RELATED ~~Company~~PARTY ~~issued 200,000 shares of common stock for $0.05 per share to an investor (Steven Adelstein, an existing shareholder and consultant to the Company) for conversion of debt in the amount of $10,000.~~TRANSACTIONS

In ~~September,~~November ~~2011~~2008, the ~~Company~~company ~~issued~~entered ~~230,000~~into ~~shares~~ agreement to acquire the intellectual properties of ~~common~~two ~~stock~~(2) pending patents (after consolidation) in the specific area of fluorescent bulbs for $06,862.05 ~~per~~This ~~share~~agreement towas ~~two~~entered into the same three (23) ~~existing~~officers ~~investors~~and ~~(50,000~~directors ~~shares~~that toare ~~Steven~~the ~~Adelstein~~present officers and ~~180~~directors of our company. We issued a total of 6,~~000~~862,500 shares tofor ~~Tammi Shnider)~~the ~~for~~intellectual ~~conversion~~properties of ~~debt~~these intwo (2) pending patents rather than the ~~amount~~payment of ~~$11,500~~cash or equivalent as provided within said agreement.

In ~~November,~~December ~~2011~~2008, the ~~Company~~company ~~issued~~entered ~~820~~into an agreement with Steven Adelstein,~~000~~ ~~shares of~~its ~~common~~independent ~~stock~~consultant, for the amount of $060,000.05 ~~per~~This ~~share~~amount ($60,000) represents consulting services to ~~two~~be ~~(2)~~rendered ~~existing~~from ~~investors~~January ~~(500~~1,~~000~~ ~~shares~~2009 tountil ~~Steven~~December ~~Adelstein~~31, 2009 in equal monthly installments. Under the terms and ~~270~~conditions of the agreement,~~000~~ ~~shares~~the toCompany ~~Tammi Shnider~~will be advanced cash and ~~50,000~~cash ~~shares~~equivalents toas ~~various~~required ~~others)~~to pay for ~~consulting~~filing ~~services~~expenses including filing fees with the Securities and ~~conversion~~Exchange ofCommission, ~~debt~~audit infees for the ~~amount~~audited financials as of ~~$41~~December 31,~~000~~ 2008, and certain defined operating expenses. The balance is for consulting services provided from time to time by Mr. Adelstein as defined in said agreement.

In December, 2011, the Company issued 127,500 shares of common stock for $0.05 per share to an investor (Tammi Shnider, an existing shareholder and consultant to the Company) for conversion of debt in the amount of $6,375.

In March, 2012, the Company issued 270,000 shares of common stock for $0.05 per share to an investor (Steven Adelstein, an existing shareholder and consultant to the Company) for conversion of debt in the amount of $13,500.

In June, 2012, the Company issued 364,000 shares of common stock for $0.125 per share to consultants including 280,000 shares to Steven Adelstein, an existing shareholder and consultant to the Company and 84,000 shares to other consultants for a total amount of $45,500.

- 10 -

ECOLIVEGREEN CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2012

(UNAUDITED)

In March, 2012, pursuant to that certain Registration Statement on Form S-1 (Commission File No. 333-157495), which was declared effective on March 26, 2012 by the Securities and Exchange Commission, we registered 4,000,000 shares of Common Stock for sale by the Company for an aggregate offering price of $500,000. At July 31, 2012, the Company has not sold any of these common shares as registered in the Form S-1 and there are no assurances that the Company can or will sell said shares or a portion thereof.

NOTE 5 – CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”). At June 30, 2012, the Company had no amounts in excess of the FDIC insured limit.

NOTE 6 – RELATED PARTY TRANSACTIONS

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

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

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

Mr. Adelstein is the husband of Judith Adelstein, and Tammi Shnider, is the adult daughter of Judith and Steven Adelstein.

From time to time, the company borrows funds from shareholders and/or related parties of the company. At ~~June~~September 30, 2012 and December 31, 2011, the company owed $018,943 and $04, 693, respectively.

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

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

NOTE 7 – SUBSEQUENT EVENTS

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

- 11 -

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

The following discussion and analysis should be read in conjunction with our consolidated financial statements, including the notes thereto, appearing in this Form 10-Q and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed on February 7, 2012 with the Securities and Exchange Commission and are hereby referenced.

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

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

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

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

Overview

ECOLIVEGREEN CORP. (“ELG CORP.”) is a development stage company, incorporated in the State of Florida on November 5, 2008, to acquire, develop and market environmentally efficient products. The patents issued and/or pending are in the specific area of commercial lighting technology designed to be used in the commercial and residential building to replace conventional drop ceiling troffers and to replace the fluorescent bulbs used in the existing and conventional troffers and digital music and waste water concentrator.

Going Concern

Our financial statements have been prepared on the basis of accounting principles applicable to a going concern. As a result, they do not include adjustments that would be necessary if we were unable to continue as a going concern and would therefore be obligated to realize assets and discharge our liabilities other than in the normal course of operations. As reflected in the accompanying financial statements, the Company is in the development stage with no revenues, has used cash flows in operations of $~~192~~171,~~825~~325 from inception of November 5, 2008 to ~~June~~September 30, 2012 and has an accumulated deficit of ($~~296~~282,~~506~~306) through ~~June~~September 30, 2012.

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

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

- 12 -

Critical Accounting Policies

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

Stock Compensation

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

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

Revenue Recognition

(included in ASC 605 “Revenue Recognition”)

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

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

Outlook

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

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

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

Revenues

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

- 13 -

As our revenues commence, we plan to continue to invest in marketing and sales by increasing the number of direct sales consultants and management personnel, expand our selling and marketing activities, building brand awareness and sponsoring additional marketing events. We expect that in the future, marketing and sales expenses will increase in absolute dollars. We expect that in the future, marketing and sales expenses will increase in absolute dollars commencing in the ~~fourth~~first quarter of ~~2012~~2013. We do not expect our revenues to increase significantly until 2013.

General and Administrative Expenses

We expect that general and administrative expenses associated with executive compensation will increase in the future. Although our current president, vice president and chief financial officer have foregone full salary payments during the initial stages of the business from inception (November 5, 2008) through ~~June~~September 30, 2012, we anticipate compensation to commence upon obtaining environmentally-safe products resulting in revenue recognition. In addition, we believe in the 2013 fiscal year that the compensation packages required to attract the senior executives for similar companies will require our company to execute against its business plan that will result in increases of our total general and administrative expenses.

Summary of Consolidated Condensed Results of Operations

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

Results for the Three Months Ended ~~June~~September 30, 2012 Compared to ~~June~~September 30, 2011

Revenues. The Company’s revenues for the three months ended ~~June~~September 30, 2012 and 2011 were $0. From inception (November 5, 2008) through ~~June~~September 30, 2012, the company did not generate any revenues.

Legal and Accounting Expenses. Legal and Accounting expenses for the three months ended ~~June~~September 30, 2012 were $2,~~000~~800 as compared to $12,500 for the three months ended ~~June~~September 30, 2011. The increase of $~~500~~300 ofin these expenses was a direct result of our filing requirements with the Securities and Exchange Commission.

Consulting. Consulting expenses for the three ~~(3)~~ months ended ~~June~~September 30, 2012 were $477,~~150~~200 as compared to $67,~~780~~435 for the three ~~(3)~~ months ended ~~June~~September 30, 2011. These expenses were a result of the fees and consultants associated with our filings with the Securities and Exchange Commission and the continuance of preparation and filing of patents.

General and Administrative Expenses. General and administrative expenses for the three months ended ~~June~~September 30, 2012 were $3,~~400~~100 compared to $12,~~950~~800 for the three months ended ~~June~~September 30, 2011. The increase of $~~1,450~~300 in General and Administrative expenses was a result of the company’s current and normal operations during the three ~~(3)~~ months ended ~~June~~September 30, 2012.

Net Loss. Net loss for the three months ended ~~June~~September 30, 2012 was ($5213,~~550~~100) as compared to ($1012,~~230~~735) for the three months ended ~~June~~September 30, 2011. The increase in net loss for the three months ended ~~June~~September 30, 2012 was primarily a direct result of the application processing and review of existing patents and pending patents including application processes and fees.

Results for the ~~Six~~Nine Months Ended ~~June~~September 30, 2012 Compared to ~~June~~September 30, 2011

Revenues. The Company’s revenues for the ~~six~~nine months ended ~~June~~September 30, 2012 and 2011 were $0. From inception (November 5, 2008) through ~~June~~September 30, 2012, the company did not generate any revenues.

Legal and Accounting Expenses. Legal and Accounting expenses for the ~~six~~nine months ended ~~June~~September 30, 2012 were $58,~~750~~550 as compared to $24,~~150~~650 for the ~~six~~nine months ended ~~June~~September 30, 2011. The increase of $3,~~600~~900 of these expenses was a direct result of our filing requirements with the Securities and Exchange Commission.

Consulting. Consulting expenses for the ~~six~~nine months ended ~~June~~September 30, 2012 were $5232,~~700~~600 as compared to $1219,~~157~~592 for the ~~six~~nine months ended ~~June~~September 30, 2011. These increased expenses were a result of the fees and consultants associated with the continuance of preparation and filing of patents and our filing requirements with the Securities and Exchange Commission.

General and Administrative Expenses. General and administrative expenses for the ~~six~~nine months ended ~~June~~September 30, 2012 were $811,~~200~~300 compared to $36,~~450~~250 for the ~~six~~nine months ended ~~June~~September 30, 2011. The increase of $45,~~750~~050 in General and Administrative expenses was a result of the company’s current and normal operations during the ~~six~~nine months ended ~~June~~September 30, 2012.

- 14 -

Net Loss. Net loss for the ~~six~~nine months ended ~~June~~September 30, 2012 was ($6652,~~650~~450) as compared to ($1730,~~757~~492) for the ~~six~~nine months ended ~~June~~September 30, 2011. The increase in net loss for the ~~six~~nine months ended ~~June~~September 30, 2012 was primarily a direct result of patent application processing, review of existing patents and filing requirements of the Securities and Exchange Commission.

Impact of Inflation

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

Liquidity and Capital Resources

Liquidity is the ability of a company to generate sufficient amounts of cash to meet its need for cash. Since its inception, the Company has been funded by its founders, stockholders and related parties with advances and loans and through the sale of common shares including its initial public offering. At ~~June~~September 30, 2012, we had a working capital deficit of ($1118,~~343~~443) and an accumulated deficit of ($~~296~~282,~~506~~306), as compared to a working capital deficit of ($3,~~693and~~693) and an accumulated deficit of ($229,856) at December 31, 2011.

As of ~~June~~September 30, 2012 and December 31, 2011, total current assets were $500 and $1,000 respectively.

As of ~~June~~September 30, 2012, total current liabilities were $1118,~~843~~943 ~~represented~~which byconsisted ~~$11,843~~ of accrued expenses ~~and~~due ~~$0 of loans~~ to a related ~~parties~~party. As of December 31, 2011, total current liabilities were $4,693, which consisted of accrued expenses.

Cash flows from financing activities and cash from the issuance of commons shares (including its initial public offering and loans from related parties) represented the Company’s principal source of cash since November 5, 2008 (inception) through ~~June~~September 30, 2012.

Material Commitments

We entered into an agreement with a third party independent contractor to assist in various financial matters, patent application procedures for a total of $60,000 in accordance with the agreement, the term was from January 1, 2009 through December 31, 2009. In ~~June~~September, 2010, the Company issued common shares as full repayment of this obligation. At ~~June~~September 30, 2012, we had no material commitments or agreements.

Off-Balance Sheet Arrangements

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

Recent Accounting Pronouncements

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable for a smaller reporting company.

Item 4. Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that the information required to be disclosed in the reports that we file under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our President and Treasurer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

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

- 15 -

As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our President ~~and Treasurer~~, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of our ~~first~~fourth fiscal quarter covered by this report. Based on the foregoing, our President ~~and Treasurer~~ concluded that our disclosure controls and procedures were not effective at the reasonable assurance level.

There has been no change in our internal controls over financial reporting during our second fiscal quarter ~~ending~~ended ~~June~~September 30, 2012, that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II OTHER INFORMATION

Item 1. Legal Proceeding.

None.

Item 1A. Risk Factors.

None.

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

In ~~June~~September, 2012, the Company issued ~~364~~120,000 common shares for a total of $4515,~~500~~000 ($0.125 per common share).

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

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits

(a) Exhibits


Exhibit No.	Description

31.1	Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
31.2	Rule 13a-14(a)/15d-14(a) Certification of Principal Accounting and Financial Officer
32.1	Section 1350 Certification of Principal Executive Officer
32.2	Section 1350 Certification of Principal Accounting and Financial Officer
101*	XBRL data files of Financial Statements and Notes contained in this Quarterly Report on Form 10-Q.

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

- 16 -

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ECOLIVEGREEN CORP.

DATE: August 10, 2012	By:	/s/ Len Bryan
DATE: November 20, 2012	By:	/s/ Len Bryan
		Len Bryan
		President, Principal Executive Officer

- 1617 -

Filing Compare · Ecolivegreen Corp