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): February 21, 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 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

(1)	On February 21, 2010, the Company’s board of directors concluded that there were errors in the following financial statements of the Company (the “Subject Financial Statements”) and that the Subject Financial Statements should no longer be relied upon:

(i)	for the three and nine months ended September 30, 2010 and 2009, each included in the Company’s Quarterly Report on Form 10-Q, filed on November 23, 2010;

(ii)	for the three and six months ended June 30, 2010 and 2009, each included in the Company’s Quarterly Report on Form 10-Q, filed on August 23, 2010;

(2)	The Company anticipates that, at a minimum, it will:

(i)

In response to comments made by the U.S. Securities and Exchange Commission, the Company analyzed the recapitalization as of May 11, 2010, the date the Company entered into a 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).

(ii)

As a result, the Company will restate outstanding share balances as of June 30, 2010, September 30, 2010, and include a share total as of December 31, 2009, to reflect the shares outstanding of the legal parent as of the date of the transaction. The Company also will restate earnings per share for the periods ended September 30, 2010 and 2009, and June 30, 2010 and 2009, respectively.

(iii)

The Company identified conversion features embedded within convertible notes, adjustments to the conversion rates and exercise prices, and warrants. In accordance with ASC 815-40-15, the Company has determined that the features associated with the embedded conversion option and 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.

(iv)	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.

(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: February 22, 2011	By:	/s/ Boris Rubizhevsky
		Boris Rubizhevsky
		Chief Executive Officer

EcoReady Corp 8-K