UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~February 2321, ~~2010~~2011

EcoReady Corporation

(Exact Name of Registrant as specified in charter)

Florida	000-52910	65-0736042
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employee Identification No.)

555 Winderley Place, Suite 300

Orlando, FL 32751

(Address of Principal Executive Offices)

(407) 571-6846

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 14.0102 ~~Entry~~Non-Reliance ~~into~~on Previously Issued Financial Statements or a ~~Material~~Related ~~Definitive~~Audit ~~Agreement~~Report or Completed Interim Review.

~~The~~(1) ~~information~~On ~~set~~February ~~forth~~21, 2010, the Company’s board of directors concluded that there were errors in ~~Item~~the ~~3.02~~following financial statements of ~~this~~the ~~Current~~Company ~~Report~~(the on“Subject ~~Form~~Financial ~~8-K~~Statements”) isand ~~incorporated~~that bythe ~~reference~~Subject ~~into~~Financial ~~this~~Statements ~~Item~~should ~~1.01.~~no longer be relied upon:

~~Item~~(i) ~~3.02~~for ~~Unregistered~~the ~~Sales~~three ofand ~~Equity~~nine ~~Securities.~~months ended September 30, 2010 and 2009, each included in the Company’s Quarterly Report on Form 10-Q, filed on November 23, 2010;

~~On December 23, 2010, EcoReady Corporation~~ (~~the “Company”~~ii) ~~closed~~for ~~on a financing (~~the ~~“Private Offering”), with~~ three ~~(3) accredited investors for (i) the issuance~~ and ~~sale~~six ofmonths ~~secured~~ended ~~convertible~~June ~~promissory~~30, ~~notes~~2010 ~~(the “Notes”)~~ and ~~(ii) 2~~2009,~~000,001~~ ~~shares~~each ~~(the~~included ~~“Shares”)~~in of the Company’s ~~restricted~~Quarterly ~~common~~Report ~~stock,~~on ~~par~~Form ~~value~~10-Q, ~~$0.001~~filed ~~per~~on ~~share~~August ~~(the~~23, ~~“Common Stock”).~~2010;

(2) The ~~Notes,~~Company inanticipates ~~the aggregate~~that, ~~are for the principal amount of $252,000 and are convertible into shares of the Common Stock~~ at a ~~conversion price equal to 80% of the average of the three lowest closing bid prices of the Common Stock as reported by Bloomberg L.P. for the ten trading days preceding the date of conversion~~minimum, ~~subject~~it ~~to certain adjustments. The Notes bear an interest rate of 10% per annum and have a maturity date of March 23, 2010.~~will:

~~The~~(i) ~~Private~~In ~~Offering~~response ~~was~~to ancomments ~~unregistered~~made ~~sale~~by ofthe ~~securities~~U.S. ~~conducted~~Securities ~~pursuant~~and toExchange ~~Section~~Commission, ~~4(2)~~the ofCompany analyzed the ~~Securities~~recapitalization ~~Act~~as of ~~1933~~May 11, ~~as amended~~2010, ~~and~~the ~~Rule~~date ~~506~~the ofCompany ~~Regulation~~entered Dinto ~~promulgated~~a ~~thereunder~~share exchange agreement with a public shell company. The Company determined that a restatement was necessary to the Subject Financial Statements in order to properly recast share activity in accordance with FASB ASC paragraph 805-40-45-2(d).

~~The~~(ii) ~~foregoing~~As ~~description~~a ofresult, the ~~Private~~Company ~~Offering,~~will ~~the~~restate ~~Notes~~outstanding share balances as of June 30, ~~Subscription~~2010, ~~Agreement~~September 30, 2010, and ~~the~~include ~~Warrants~~a ~~are~~share ~~not~~total ~~intended~~as toof beDecember ~~complete~~31, ~~and~~2009, isto ~~qualified~~reflect inthe ~~their~~shares ~~entirety~~outstanding byof the ~~complete~~legal ~~text~~parent as of ~~those~~the ~~agreements~~date ~~attached~~of asthe ~~exhibits~~transaction. toThe ~~this~~Company ~~Current~~also ~~Report~~will onrestate ~~Form~~earnings ~~8-K~~per share for the periods ended September 30, 2010 and 2009, and June 30, 2010 and 2009, respectively.

~~Item~~(iii) 9The Company identified conversion features embedded within convertible notes, adjustments to the conversion rates and exercise prices, and warrants.01 ~~Financial~~In ~~Statements~~accordance with ASC 815-40-15, the Company has determined that the features associated with the embedded conversion option and ~~Exhibits~~warrants should be accounted for at fair value as a derivative liability. At issuance, the Company will record the derivative liability to debt discount to the extent of the face amount of the notes and expense immediately the remaining value of the derivative as it exceeded the face amount of the note. At each reporting period, the Company will mark these derivative financial instruments to fair value.

(div) ~~Exhibits~~In addition, the Company plans to restate the Statements of Stockholders’ Equity for each of the periods included in the June 30, 2010 and September 30, 2010 Quarterly Reports on Form 10-Q.

Exhibit No.	Description
4.1	Form of Secured Convertible Promissory Note
10.1	Form of Subscription Agreement

(3)	The Company’s management, board of directors and independent registered public accounting firm have discussed the matters disclosed in this filing.

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 hereunto duly authorized.

	ECOREADY CORPORATION
Dated: December 30, 2010	By:	/s/ Boris Rubizhevsky
Dated: February 22, 2011	By:	/s/ Boris Rubizhevsky
		Boris Rubizhevsky
		Chief Executive Officer

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