[X]
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QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2013
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OR
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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Large Accelerated Filer
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[ ]
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Accelerated Filer
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[ ]
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Non-accelerated Filer
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[ ]
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Smaller Reporting Company
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[X]
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(Do not check if smaller reporting company)
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Page
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Financial Statements.
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3
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Consolidated Balance Sheets
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3
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Consolidated Statements of Operations
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4
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Consolidated Statements of Cash Flows
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5
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Notes to Consolidated Financial Statements
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6
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Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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14
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Quantitative and Qualitative Disclosures About Market Risk.
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16
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Controls and Procedures.
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16
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Risk Factors.
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17
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Exhibits.
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18
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21
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22
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June 30,
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December 31,
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||||
2013
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2012
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||||
(unaudited)
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(audited)
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ASSETS
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|||||
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|||||
CURRENT ASSETS:
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|||||
Cash
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$
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88
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$
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6,910
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TOTAL CURRENT ASSETS
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88
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6,910
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PROPERTY AND EQUIPMENT, AT COST, LESS ACCUMULATED
DEPRECIATION
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337,963
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373,929
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TOTAL ASSETS
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$
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338,051
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$
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380,839
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LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
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|||||
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|||||
CURRENT LIABILITIES:
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|||||
Customer deposits
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$
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175,000
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$
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175,000
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Note payable
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194,755
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551,549
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Note payable-stockholders
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957,598
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791,144
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Derivative liabilities
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827,162
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723,437
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Accrued expenses
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894,050
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887,483
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TOTAL CURRENT LIABILITIES AND TOTAL LIABILITIES
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$
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3,048,565
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$
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3,128,613
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|||||
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|||||
STOCKHOLDERS’ DEFICIENCY
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|||||
Common stock
1,000,000,000 shares authorized, par value $0.001, 893,615,983 and 372,410,782
Shares, respectively issued and outstanding,
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$
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893,615
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$
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372,411
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Additional paid in capital
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34,353,095
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34,430,863
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Accumulated Deficit
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(25, 059,593)
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(25,059,593)
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Deficit accumulated during development stage
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(17,000,930)
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(16,725,170)
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TOTAL STOCKHOLDERS’ DEFICIENCY
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(6,813,813)
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(6,981,489)
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Less Non-controlling interest
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4,103,299
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4,233,715
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TOTAL STOCKHOLDERS’ DEFICIENCY
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(2,710,514)
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(2,747,774)
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TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
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$
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338,051
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$
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380,839
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Six Months
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Six Months
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Three Months
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Three Months
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Beginning of
development
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||||||
ended
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ended
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ended
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ended
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stage, January 1,
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||||||
June 30,
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June 30,
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June 30,
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June 30,
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2007, through
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2013
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2012
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2013
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2012
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June 30, 2013
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SALES
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$
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-
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$
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-
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$
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-
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$
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-
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$
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469,840
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||||||||||
Cost of sales
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-
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-
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-
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-
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452,000
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|||||
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||||||||||
Gross Profit
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-
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-
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-
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-
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17,840
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COSTS AND EXPENSES:
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||||||||||
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-
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-
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-
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-
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Selling, general and administrative
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366,658
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525,807
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185,072
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290,322
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4,574,097
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Depreciation and amortization
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35,966
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36,699
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17,724
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18,349
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956,762
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Research and development
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-
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147,500
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-
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40,000
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1,360,278
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Gain on settlement of debts-foreign
Subsidiary
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-
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-
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-
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-
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(8,013,125)
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Gain on sale of equipment
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(209,214)
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Impairment Loss Intangible Assets
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5,499,842
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Impairment Loss Goodwill
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7,008,721
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Compensation (gain) expense
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(116,925)
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(58,748)
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(116,925)
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(16,381)
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28,201
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Stock Based compensation
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5,211,897
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Debt conversion inducement expense (note 7)
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-
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516,113
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-
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50,577
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820,297
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Compensation for services
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-
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-
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-
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-
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258,000
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Gain on derivatives at market
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(947,834)
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(19,179)
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(303,574)
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(19,179)
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(1,190,480)
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Payments received under Standstill
Agreement
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-
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(200,000)
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-
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-
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(200,000)
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Interest
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1,068,307
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252,481
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387,769
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187,539
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2,479,426
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Foreign exchange loss (gain)
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4
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(6)
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2
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3
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(163,425)
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|||||
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||||||||||
TOTAL COSTS AND EXPENSES
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406,176
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1,200,667
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170,068
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551,230
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18,421,277
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Net loss from continuing operations
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(406,176)
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(1,200,667)
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(170,068)
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(551,230 )
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(18,403,437)
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Net loss from discontinued operations
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(185,451)
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Gain on Sale of discontinued operations
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48,257
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|||||||||
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Net loss
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$
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(406,176)
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$
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(1,200,667)
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$
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(170,068)
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$
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(551,230)
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(18,540,631)
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Attributable to :
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||||||||||
Ecolocap Solutions Inc
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$
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(275,760)
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$
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(1,097,373)
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$
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(104,325)
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$
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(472,268)
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(17,000,930)
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Non-controlling interest
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$
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(130,416)
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$
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(103,294)
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$
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(65,743)
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$
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(78,962)
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(1,539,701)
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Loss Per Share
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$
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(0.00)
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$
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(0.00)
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$
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(0.00)
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$
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(0.00)
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N/A
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||||||||||
Continuing operations
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$
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(0.00)
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$
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(0.00)
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$
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(0.00)
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$
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(0.00)
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N/A
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||||||||||
Average weighted Number of Shares
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623,357,486
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266,082,211
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751,852,057
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293,226,792
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N/A
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June 30
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June 30
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Beginning of
Development stage,
January 1, 2007,
through
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||||||
2013
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2012
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June 2013
|
||||||
Net loss
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$
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(406,176)
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$
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(1,200,667)
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$
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(18,540,631)
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|
||||||||
Adjustment to reconcile net loss to net cash used in operating activities
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||||||||
Depreciation and amortization
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35,966
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36,699
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956,763
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Imputed interest on shareholders loans
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18,810
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12,547
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69,548
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|||||
Impairment loss intangible assets
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5,499,842
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|||||||
Impairment loss goodwill
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7,008,721
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|||||||
Gain on sale of equipment
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(209,214)
|
|||||||
Compensation (gain) expense
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(116,925)
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(58,748)
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28,201
|
|||||
Debt conversion inducement expense
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-
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516,113
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820,297
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|||||
Issuance of stock for services
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3,269,600
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|||||||
Stock based compensation
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5,211,897
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|||||||
Interests loans conversion
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-
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46,194
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46,194
|
|||||
Gain on derivatives liabilities at market
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(947,834)
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(19,179)
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(1,190,480)
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|||||
Interest expense on derivatives
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997,537
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174,151
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1,683,054
|
|||||
Non controlling interest
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-
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-
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-
|
|||||
Unrealized foreign exchange
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-
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-
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(220,463)
|
|||||
|
||||||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses and sundry current assets
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-
|
4,863
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41,345
|
|||||
Deposit on machinery
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-
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-
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545,400
|
|||||
Customer deposit
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-
|
-
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(279,940)
|
|||||
Accrued expenses and sundry current liabilities
|
146,059
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274,139
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(1,853,917)
|
|||||
|
||||||||
Net cash provided by (used in) operating activities
|
$
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(272,563)
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$
|
(213,888)
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$
|
2,886,217
|
||
Investing activities
|
||||||||
Cash acquired during acquisition
|
-
|
-
|
38,115
|
|||||
Dispositions of property and equipment
|
-
|
-
|
359,352
|
|||||
Acquisitions of property and equipment
|
-
|
-
|
(695,355)
|
|||||
|
||||||||
Net cash used in investing activities
|
$
|
-
|
$
|
-
|
$
|
(297,888)
|
||
Financing activities
|
||||||||
Stock payable
|
(1,000,000)
|
|||||||
Issuance of common stock
|
-
|
-
|
471,010
|
|||||
Sale of common stock
|
1,003,400
|
|||||||
Proceeds of loans payable
|
25,000
|
-
|
831,090
|
|||||
Proceeds (Repayment) of loans payable shareholder
|
240,741
|
212,560
|
(4,022,348)
|
|||||
|
||||||||
Net cash provided by (used in) financing activities
|
$
|
265,741
|
$
|
212,560
|
$
|
(2,716,848)
|
||
|
||||||||
Decrease increase in cash
|
(6,822)
|
(1,328)
|
(128,519)
|
|||||
Cash-beginning of period
|
6,910
|
2,482
|
128,607
|
|||||
|
||||||||
Cash-end of period
|
$
|
88
|
$
|
1,154
|
$
|
88
|
||
|
||||||||
Supplemental Disclosure of Cash Flow information
|
||||||||
Non cash financing activities
|
||||||||
Non cash component of debt conversion
|
$
|
-
|
$
|
516,113
|
||||
Interest loans conversion
|
$
|
-
|
$
|
46,194
|
·
|
level l - quoted prices in active markets for Identical assets or liabilities
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·
|
level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable
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·
|
level 3 - inputs that are unobservable (for example cash flow modeling inputs based on assumptions)
|
June 30
|
December 31,
|
|||
2013
|
2012
|
|||
Testing equipment
|
$
|
493,000
|
$
|
493,000
|
Computer equipment
|
11,654
|
11,654
|
||
Furniture & fixtures
|
12,701
|
12,701
|
||
517,355
|
517,355
|
|||
|
||||
Less: accumulated depreciation
|
179,392
|
143,426
|
||
Balance June 30, 2013
|
$
|
337,963
|
$
|
373,929
|
June 30,
2013
|
December 31,
2012
|
|||
Accrued interest
|
$
|
101,694
|
$
|
59,180
|
Accrued compensation
|
254,632
|
201,346
|
||
Accounts payable
|
240,000
|
268,500
|
||
Accrued operating expenses
|
297,724
|
358,457
|
||
$
|
894,050
|
$
|
887,483
|
-
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
|
-
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
|
-
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
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Exhibit
|
Incorporated by reference
|
Filed
|
|||
Number
|
Document Description
|
Form
|
Date
|
Number
|
herewith
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|
|||||
3.1
|
Articles of Incorporation, as amended.
|
SB-2
|
5/28/04
|
3.1
|
|
3.2
|
Bylaws.
|
SB-2
|
5/28/04
|
3.2
|
|
3.3
|
Certificate of Amendment to Articles of Incorporation.
|
10-QSB
|
12/30/05
|
3.3
|
|
3.4
|
Bylaws, as amended on March 17, 2006.
|
10-KSB
|
4/13/06
|
3.4
|
|
10.1
|
Letter of Intent with XL Generation AG.
|
8-K
|
7/6/05
|
99.1
|
|
10.2
|
Share Exchange Agreement with XL Generation AG.
|
8-K
|
8/19/05
|
99.1
|
|
10.3
|
Loan Agreement with Capex Investments.
|
8-K
|
9/14/05
|
99.1
|
|
10.4
|
Form of Indemnification Agreement with Capex
Investments Limited.
|
8-K/A
|
11/1/05
|
10.4
|
|
10.5
|
Common Stock Purchase Agreement with Capex
Investments Limited.
|
8-K
|
11/15/05
|
10.5
|
|
10.6
|
Common Stock Purchase Agreement with Aton Selct
Fund Limited.
|
8-K
|
11/15/05
|
10.6
|
|
10.7
|
Common Stock Purchase Agreement with Asset
Protection Fund Limited.
|
8-K
|
11/15/05
|
10.7
|
|
10.8
|
Series A Warrant to Purchase Shares of Common Stock to
Capex Investments Limited.
|
8-K
|
11/15/05
|
10.8
|
|
10.9
|
Series A Warrant to Purchase Shares of Common Stock to
Aton Select Fund Limited.
|
8-K
|
11/15/05
|
10.9
|
|
10.10
|
Series A Warrant to Purchase Shares of Common Stock to
Asset Protection Fund Limited.
|
8-K
|
11/15/05
|
10.10
|
|
10.11
|
Registration Rights Agreement with Capex Investments
Limited.
|
8-K
|
11/15/05
|
10.11
|
|
10.12
|
Registration Rights Agreement with Aton Select Fund
Limited.
|
8-K
|
11/15/05
|
10.12
|
|
10.13
|
Registration Rights Agreement with Asset Protection Fund
Limited.
|
8-K
|
11/15/05
|
10.13
|
|
10.14
|
Amendment to the Common Stock Purchase Agreement
with Aton Select Fund Limited.
|
8-K
|
12/08/05
|
10.14
|
|
10.15
|
Amendment to the Common Stock Purchase Agreement
with Asset Protection Fund Limited.
|
8-K
|
12/08/05
|
10.15
|
|
10.16
|
Lease Agreement with 866 U.N. Plaza Associates LLC.
|
10-QSB
|
12/30/05
|
10.16
|
|
10.17
|
Exclusive Manufacturing License Agreement and Non-
Exclusive Distribution Agreement with APW Inc.
|
10-QSB
|
12/30/05
|
10.17
|
|
10.18
|
Common Stock Purchase Agreement with Professional
Trading Services SA.
|
SB-2
|
1/13/06
|
10.18
|
|
10.19
|
Series B Warrant to Purchase Shares of Common Stock to
Professional Trading Services SA.
|
SB-2
|
1/13/06
|
10.19
|
|
10.20
|
Registration Rights Agreement with Professional Trading
Services SA.
|
SB-2
|
1/13/06
|
10.20
|
|
10.21
|
Amended and Restated Common Stock Purchase
Agreement with Bank Sal. Oppenheim Jr. & Cie.
(Switzerland) Limited.
|
SB-2
|
1/13/06
|
10.21
|
|
10.22
|
Series B Warrant to Purchase Shares of Common Stock to
Bank Sal. Oppenheim Jr. & Cie. (Switzerland) Limited.
|
SB-2
|
1/13/06
|
10.22
|
|
10.23
|
Agreement of Withdrawal from Stadium SA.
|
SB-2
|
1/13/06
|
10.23
|
|
10.24
|
License Agreement with WKF/5 Ltd.
|
SB-2
|
1/13/06
|
10.24
|
10.25
|
Amendment to License Agreement with WKF/5 Ltd and
Alain Lemieux.
|
SB-2
|
1/13/06
|
10.25
|
|
10.26
|
Form of Subscription Agreement.
|
SB-2
|
5/28/04
|
99.1
|
|
10.27
|
Employment Agreement with Alain Lemieux.
|
10-KSB
|
4/13/06
|
10.27
|
|
10.28
|
Employment Agreement with Daniel Courteau.
|
10-KSB
|
4/13/06
|
10.28
|
|
10.29
|
Employment Agreement with Flemming Munck.
|
10-KSB
|
4/13/06
|
10.29
|
|
10.30
|
Employment Agreement with Eric Giguere.
|
10-KSB
|
4/13/06
|
10.30
|
|
10.31
|
Endorsement Agreement with La Societe 421 Productions.
|
10-KSB
|
4/13/06
|
10.31
|
|
10.32
|
Summary of terms and conditions of Oral Consulting
Agreement with Greendale Consulting Limited.
|
10-KSB
|
4/13/06
|
10.32
|
|
10.33
|
Exclusive Manufacturing License Agreement with
Polyprod Inc.
|
10-KSB
|
4/13/06
|
10.33
|
|
10.34
|
Management Fee Arrangement with Polyprod Inc.
|
10-KSB
|
4/13/06
|
10.34
|
|
10.35
|
Supply Contract with Febra- Kunststoffe GimbH and
BASF Aktiengesellschaft.
|
10-KSB
|
4/13/06
|
10.35
|
|
10.36
|
Loan Agreement with Fiducie Alain Lemieux.
|
10-KSB
|
4/13/06
|
10.36
|
|
10.37
|
Confirmation of Debt.
|
10-KSB
|
4/13/06
|
10.37
|
|
10.38
|
Agreement with Daniel Courteau regarding Repayment of
loans to Symbior Technologies Inc.
|
10-KSB
|
4/13/06
|
10.38
|
|
10.39
|
2006 Equity Incentive Plan.
|
10-KSB
|
4/13/06
|
10.39
|
|
10.40
|
Loan Agreement with Albert Beerli.
|
10-KSB
|
4/13/06
|
10.40
|
|
10.41
|
Summary of terms and conditions of Loan Agreement
with Albert Beerli.
|
10-KSB
|
4/13/06
|
10.41
|
|
10.42
|
Lease Agreement with Albert Beerli.
|
10-KSB
|
4/13/06
|
10.42
|
|
10.43
|
Memorandum regarding XL Generation Canada Inc.
|
10-KSB
|
4/13/06
|
10.43
|
|
10.44
|
Stock Purchase Agreement with XL Generation AG and
Stadium SA.
|
10-KSB
|
4/13/06
|
10.44
|
|
10.45
|
Common Stock Purchase Agreement with Poma
Management SA.
|
10-QSB
|
9/13/06
|
10.45
|
|
10.46
|
Common Stock Purchase Agreement with Aton Select
Fund Limited.
|
10-QSB
|
9/13/06
|
10.46
|
|
10.47
|
Consulting Agreement by and between Ecolocap Solutions
Inc. and Lakeview Consulting LLC.
|
8-K
|
11/11/08
|
10.47
|
|
10.48
|
“ERPA” with Hong Kong Construction Investment Joint
Stock Company.
|
8-K
|
12/23/08
|
10.1
|
|
10.49
|
“ERPA” with Thuong Hai Joint Stock Company.
|
8-K
|
12/23/08
|
10.2
|
|
10.50
|
“ERPA” with Vietnam Power Development Joint Stock
Company.
|
8-K
|
12/23/08
|
10.3
|
|
10.51
|
“ERPA” with Hop Xuan Investment Joint Stock
Company, Vietnam.
|
8-K
|
12/23/08
|
10.4
|
|
10.52
|
“ERPA” with ThangLong Education Development and
Construction Import Export Investment Joint Stock
Company.
|
8-K
|
12/23/08
|
10.5
|
|
10.53
|
Revised Consulting Agreement with Sodexen Inc.
|
8-K
|
12/23/08
|
10.6
|
|
10.54
|
Agreement with United Best Technology Limited.
|
8-K
|
12/23/08
|
10.7
|
|
10.55
|
Escrow Agreement with United Best Technology Limited.
|
8-K
|
12/23/08
|
10.8
|
|
10.56
|
“ERPA” with Tan Hiep Phuc Electricity Construction
Joint-Stock Company Vietnam.
|
8-K
|
12/23/08
|
10.9
|
|
10.57
|
“ERPA” with Tuan Anh Hydraulic Development and
Construction Investment Corporation, Vietnam.
|
8-K
|
12/23/08
|
10.10
|
|
10.58
|
“ERPA” with Lao Cai Energy & Resources Investment
Joint Stock Company, Vietnam.
|
8-K
|
12/23/08
|
10.11
|
|
10.59
|
“ERPA” with Xiangton Iron and Steel Group Co. Ltd.
|
8-K
|
12/23/08
|
10.12
|
10.60
|
“ERPA” with Hunan Valin Xiangton Iron & Steel Co. Ltd.
|
8-K
|
12/23/08
|
10.13
|
|
10.61
|
“ERPA” with Hebi Coal Industry (Group) Co. Ltd.
|
8-K
|
12/23/08
|
10.14
|
|
10.62
|
“ERPA” with Hebei Jinlong Cement Group Co., Ltd.
|
8-K
|
12/23/08
|
10.15
|
|
10.63
|
“ERPA” with Bao Tan Hydro Electric Joint-Stock
Company.
|
8-K
|
12/23/08
|
10.16
|
|
10.64
|
“ERPA” with Construction and Infrastruction
Development Joint-Stock Company Number Nine.
|
8-K
|
12/23/08
|
10.17
|
|
10.65
|
Greenhouse Gas Offset Management Services
Representation Agreement.
|
8-K
|
12/23/08
|
10.18
|
|
10.66
|
“ERPA” with Xinjiang Xiangjianfeng Energy and
Technology Development Co. Ltd.
|
8-K
|
12/23/08
|
10.19
|
|
10.67
|
Technical Service Agreement with Xinjiang Xiangjinfeng
Energy and Technology Development Co., Ltd.
|
8-K
|
12/23/08
|
10.20
|
|
10.68
|
Technical Service Agreement with Hebei Fengda
Metallized Pellet Co., Ltd.
|
8-K
|
12/23/08
|
10.21
|
|
10.69
|
“ERPA” with Hebei Fengda Metallized Pellet Co., Ltd.
|
8-K
|
12/23/08
|
10.22
|
|
10.70
|
“ERPA” with Shandong Chengzeyuan Environment
Protection Engineering Co. Ltd.
|
8-K
|
12/23/08
|
10.23
|
|
10.71
|
Technical Services Agreement with Shandong
Chengzeyuan Environment Protection Engineering Co.,
Ltd.
|
8-K
|
12/23/08
|
10.24
|
|
10.72
|
Technical Services Agreement with Leshan Kingssun
Group Co. Ltd.
|
8-K
|
12/23/08
|
10.25
|
|
10.73
|
“ERPA” with Leshan Kingssun Group Co., Ltd.
|
8-K
|
12/23/08
|
10.26
|
|
10.74
|
Supply Agreement dated July 25, 2012.
|
8-K
|
7/30/12
|
10.1
|
|
10.75
|
Sale and Purchase Agreement dated July 27, 2012.
|
8-K
|
7/30/12
|
10.2
|
|
14.1
|
Code of Ethics.
|
10-KSB
|
3/31/08
|
14.1
|
|
31.1
|
Certification of Principal Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
31.2
|
Certification of Principal Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
32.1
|
Certification pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002 for the Chief Executive Officer.
|
X
|
|||
32.2
|
Certification pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002 for the Chief Financial Officer.
|
X
|
|||
99.1
|
Audit Committee Charter.
|
10-KSB
|
3/31/08
|
99.1
|
|
99.2
|
Executive Committee Charter.
|
10-KSB
|
3/31/08
|
99.2
|
|
99.3
|
Nominating and Corporate Governance Committee
Charter.
|
10-KSB
|
3/31/08
|
99.3
|
|
99.4
|
Stock Option Plan.
|
10-KSB
|
3/31/08
|
99.4
|
|
101.INS
|
XBRL Instance Document.
|
X
|
|||
101.SCH
|
XBRL Taxonomy Extension – Schema.
|
X
|
|||
101.CAL
|
XBRL Taxonomy Extension – Calculations.
|
X
|
|||
101.DEF
|
XBRL Taxonomy Extension – Definitions.
|
X
|
|||
101.LAB
|
XBRL Taxonomy Extension – Labels.
|
X
|
|||
101.PRE
|
XBRL Taxonomy Extension – Presentation.
|
X
|
ECOLOCAP SOLUTIONS INC.
|
||
|
||
BY:
|
MICHAEL SIEGEL
|
|
Michael Siegel
|
||
Principal Executive Officer and a member of the
|
||
Board of Directors
|
||
|
||
BY:
|
MICHEL ST-PIERRE
|
|
Michel St-Pierre
|
||
Principal Financial Officer and Principal
|
||
Accounting Officer
|
Exhibit
|
Incorporated by reference
|
Filed
|
|||
Number
|
Document Description
|
Form
|
Date
|
Number
|
herewith
|
|
|||||
3.1
|
Articles of Incorporation, as amended.
|
SB-2
|
5/28/04
|
3.1
|
|
3.2
|
Bylaws.
|
SB-2
|
5/28/04
|
3.2
|
|
3.3
|
Certificate of Amendment to Articles of Incorporation.
|
10-QSB
|
12/30/05
|
3.3
|
|
3.4
|
Bylaws, as amended on March 17, 2006.
|
10-KSB
|
4/13/06
|
3.4
|
|
10.1
|
Letter of Intent with XL Generation AG.
|
8-K
|
7/6/05
|
99.1
|
|
10.2
|
Share Exchange Agreement with XL Generation AG.
|
8-K
|
8/19/05
|
99.1
|
|
10.3
|
Loan Agreement with Capex Investments.
|
8-K
|
9/14/05
|
99.1
|
|
10.4
|
Form of Indemnification Agreement with Capex
Investments Limited.
|
8-K/A
|
11/1/05
|
10.4
|
|
10.5
|
Common Stock Purchase Agreement with Capex
Investments Limited.
|
8-K
|
11/15/05
|
10.5
|
|
10.6
|
Common Stock Purchase Agreement with Aton Selct
Fund Limited.
|
8-K
|
11/15/05
|
10.6
|
|
10.7
|
Common Stock Purchase Agreement with Asset
Protection Fund Limited.
|
8-K
|
11/15/05
|
10.7
|
|
10.8
|
Series A Warrant to Purchase Shares of Common Stock to
Capex Investments Limited.
|
8-K
|
11/15/05
|
10.8
|
|
10.9
|
Series A Warrant to Purchase Shares of Common Stock to
Aton Select Fund Limited.
|
8-K
|
11/15/05
|
10.9
|
|
10.10
|
Series A Warrant to Purchase Shares of Common Stock to
Asset Protection Fund Limited.
|
8-K
|
11/15/05
|
10.10
|
|
10.11
|
Registration Rights Agreement with Capex Investments
Limited.
|
8-K
|
11/15/05
|
10.11
|
|
10.12
|
Registration Rights Agreement with Aton Select Fund
Limited.
|
8-K
|
11/15/05
|
10.12
|
|
10.13
|
Registration Rights Agreement with Asset Protection Fund
Limited.
|
8-K
|
11/15/05
|
10.13
|
|
10.14
|
Amendment to the Common Stock Purchase Agreement
with Aton Select Fund Limited.
|
8-K
|
12/08/05
|
10.14
|
|
10.15
|
Amendment to the Common Stock Purchase Agreement
with Asset Protection Fund Limited.
|
8-K
|
12/08/05
|
10.15
|
|
10.16
|
Lease Agreement with 866 U.N. Plaza Associates LLC.
|
10-QSB
|
12/30/05
|
10.16
|
|
10.17
|
Exclusive Manufacturing License Agreement and Non-
Exclusive Distribution Agreement with APW Inc.
|
10-QSB
|
12/30/05
|
10.17
|
|
10.18
|
Common Stock Purchase Agreement with Professional
Trading Services SA.
|
SB-2
|
1/13/06
|
10.18
|
|
10.19
|
Series B Warrant to Purchase Shares of Common Stock to
Professional Trading Services SA.
|
SB-2
|
1/13/06
|
10.19
|
|
10.20
|
Registration Rights Agreement with Professional Trading
Services SA.
|
SB-2
|
1/13/06
|
10.20
|
|
10.21
|
Amended and Restated Common Stock Purchase
Agreement with Bank Sal. Oppenheim Jr. & Cie.
(Switzerland) Limited.
|
SB-2
|
1/13/06
|
10.21
|
|
10.22
|
Series B Warrant to Purchase Shares of Common Stock to
Bank Sal. Oppenheim Jr. & Cie. (Switzerland) Limited.
|
SB-2
|
1/13/06
|
10.22
|
|
10.23
|
Agreement of Withdrawal from Stadium SA.
|
SB-2
|
1/13/06
|
10.23
|
|
10.24
|
License Agreement with WKF/5 Ltd.
|
SB-2
|
1/13/06
|
10.24
|
10.25
|
Amendment to License Agreement with WKF/5 Ltd and
Alain Lemieux.
|
SB-2
|
1/13/06
|
10.25
|
|
10.26
|
Form of Subscription Agreement.
|
SB-2
|
5/28/04
|
99.1
|
|
10.27
|
Employment Agreement with Alain Lemieux.
|
10-KSB
|
4/13/06
|
10.27
|
|
10.28
|
Employment Agreement with Daniel Courteau.
|
10-KSB
|
4/13/06
|
10.28
|
|
10.29
|
Employment Agreement with Flemming Munck.
|
10-KSB
|
4/13/06
|
10.29
|
|
10.30
|
Employment Agreement with Eric Giguere.
|
10-KSB
|
4/13/06
|
10.30
|
|
10.31
|
Endorsement Agreement with La Societe 421 Productions.
|
10-KSB
|
4/13/06
|
10.31
|
|
10.32
|
Summary of terms and conditions of Oral Consulting
Agreement with Greendale Consulting Limited.
|
10-KSB
|
4/13/06
|
10.32
|
|
10.33
|
Exclusive Manufacturing License Agreement with
Polyprod Inc.
|
10-KSB
|
4/13/06
|
10.33
|
|
10.34
|
Management Fee Arrangement with Polyprod Inc.
|
10-KSB
|
4/13/06
|
10.34
|
|
10.35
|
Supply Contract with Febra- Kunststoffe GimbH and
BASF Aktiengesellschaft.
|
10-KSB
|
4/13/06
|
10.35
|
|
10.36
|
Loan Agreement with Fiducie Alain Lemieux.
|
10-KSB
|
4/13/06
|
10.36
|
|
10.37
|
Confirmation of Debt.
|
10-KSB
|
4/13/06
|
10.37
|
|
10.38
|
Agreement with Daniel Courteau regarding Repayment of
loans to Symbior Technologies Inc.
|
10-KSB
|
4/13/06
|
10.38
|
|
10.39
|
2006 Equity Incentive Plan.
|
10-KSB
|
4/13/06
|
10.39
|
|
10.40
|
Loan Agreement with Albert Beerli.
|
10-KSB
|
4/13/06
|
10.40
|
|
10.41
|
Summary of terms and conditions of Loan Agreement
with Albert Beerli.
|
10-KSB
|
4/13/06
|
10.41
|
|
10.42
|
Lease Agreement with Albert Beerli.
|
10-KSB
|
4/13/06
|
10.42
|
|
10.43
|
Memorandum regarding XL Generation Canada Inc.
|
10-KSB
|
4/13/06
|
10.43
|
|
10.44
|
Stock Purchase Agreement with XL Generation AG and
Stadium SA.
|
10-KSB
|
4/13/06
|
10.44
|
|
10.45
|
Common Stock Purchase Agreement with Poma
Management SA.
|
10-QSB
|
9/13/06
|
10.45
|
|
10.46
|
Common Stock Purchase Agreement with Aton Select
Fund Limited.
|
10-QSB
|
9/13/06
|
10.46
|
|
10.47
|
Consulting Agreement by and between Ecolocap Solutions
Inc. and Lakeview Consulting LLC.
|
8-K
|
11/11/08
|
10.47
|
|
10.48
|
“ERPA” with Hong Kong Construction Investment Joint
Stock Company.
|
8-K
|
12/23/08
|
10.1
|
|
10.49
|
“ERPA” with Thuong Hai Joint Stock Company.
|
8-K
|
12/23/08
|
10.2
|
|
10.50
|
“ERPA” with Vietnam Power Development Joint Stock
Company.
|
8-K
|
12/23/08
|
10.3
|
|
10.51
|
“ERPA” with Hop Xuan Investment Joint Stock
Company, Vietnam.
|
8-K
|
12/23/08
|
10.4
|
|
10.52
|
“ERPA” with ThangLong Education Development and
Construction Import Export Investment Joint Stock
Company.
|
8-K
|
12/23/08
|
10.5
|
|
10.53
|
Revised Consulting Agreement with Sodexen Inc.
|
8-K
|
12/23/08
|
10.6
|
|
10.54
|
Agreement with United Best Technology Limited.
|
8-K
|
12/23/08
|
10.7
|
|
10.55
|
Escrow Agreement with United Best Technology Limited.
|
8-K
|
12/23/08
|
10.8
|
|
10.56
|
“ERPA” with Tan Hiep Phuc Electricity Construction
Joint-Stock Company Vietnam.
|
8-K
|
12/23/08
|
10.9
|
|
10.57
|
“ERPA” with Tuan Anh Hydraulic Development and
Construction Investment Corporation, Vietnam.
|
8-K
|
12/23/08
|
10.10
|
|
10.58
|
“ERPA” with Lao Cai Energy & Resources Investment
Joint Stock Company, Vietnam.
|
8-K
|
12/23/08
|
10.11
|
|
10.59
|
“ERPA” with Xiangton Iron and Steel Group Co. Ltd.
|
8-K
|
12/23/08
|
10.12
|
10.60
|
“ERPA” with Hunan Valin Xiangton Iron & Steel Co. Ltd.
|
8-K
|
12/23/08
|
10.13
|
|
10.61
|
“ERPA” with Hebi Coal Industry (Group) Co. Ltd.
|
8-K
|
12/23/08
|
10.14
|
|
10.62
|
“ERPA” with Hebei Jinlong Cement Group Co., Ltd.
|
8-K
|
12/23/08
|
10.15
|
|
10.63
|
“ERPA” with Bao Tan Hydro Electric Joint-Stock
Company.
|
8-K
|
12/23/08
|
10.16
|
|
10.64
|
“ERPA” with Construction and Infrastruction
Development Joint-Stock Company Number Nine.
|
8-K
|
12/23/08
|
10.17
|
|
10.65
|
Greenhouse Gas Offset Management Services
Representation Agreement.
|
8-K
|
12/23/08
|
10.18
|
|
10.66
|
“ERPA” with Xinjiang Xiangjianfeng Energy and
Technology Development Co. Ltd.
|
8-K
|
12/23/08
|
10.19
|
|
10.67
|
Technical Service Agreement with Xinjiang Xiangjinfeng
Energy and Technology Development Co., Ltd.
|
8-K
|
12/23/08
|
10.20
|
|
10.68
|
Technical Service Agreement with Hebei Fengda
Metallized Pellet Co., Ltd.
|
8-K
|
12/23/08
|
10.21
|
|
10.69
|
“ERPA” with Hebei Fengda Metallized Pellet Co., Ltd.
|
8-K
|
12/23/08
|
10.22
|
|
10.70
|
“ERPA” with Shandong Chengzeyuan Environment
Protection Engineering Co. Ltd.
|
8-K
|
12/23/08
|
10.23
|
|
10.71
|
Technical Services Agreement with Shandong
Chengzeyuan Environment Protection Engineering Co.,
Ltd.
|
8-K
|
12/23/08
|
10.24
|
|
10.72
|
Technical Services Agreement with Leshan Kingssun
Group Co. Ltd.
|
8-K
|
12/23/08
|
10.25
|
|
10.73
|
“ERPA” with Leshan Kingssun Group Co., Ltd.
|
8-K
|
12/23/08
|
10.26
|
|
10.74
|
Supply Agreement dated July 25, 2012.
|
8-K
|
7/30/12
|
10.1
|
|
10.75
|
Sale and Purchase Agreement dated July 27, 2012.
|
8-K
|
7/30/12
|
10.2
|
|
14.1
|
Code of Ethics.
|
10-KSB
|
3/31/08
|
14.1
|
|
31.1
|
Certification of Principal Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
31.2
|
Certification of Principal Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
32.1
|
Certification pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002 for the Chief Executive Officer.
|
X
|
|||
32.2
|
Certification pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002 for the Chief Financial Officer.
|
X
|
|||
99.1
|
Audit Committee Charter.
|
10-KSB
|
3/31/08
|
99.1
|
|
99.2
|
Executive Committee Charter.
|
10-KSB
|
3/31/08
|
99.2
|
|
99.3
|
Nominating and Corporate Governance Committee
Charter.
|
10-KSB
|
3/31/08
|
99.3
|
|
99.4
|
Stock Option Plan.
|
10-KSB
|
3/31/08
|
99.4
|
|
101.INS
|
XBRL Instance Document.
|
X
|
|||
101.SCH
|
XBRL Taxonomy Extension – Schema.
|
X
|
|||
101.CAL
|
XBRL Taxonomy Extension – Calculations.
|
X
|
|||
101.DEF
|
XBRL Taxonomy Extension – Definitions.
|
X
|
|||
101.LAB
|
XBRL Taxonomy Extension – Labels.
|
X
|
|||
101.PRE
|
XBRL Taxonomy Extension – Presentation.
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X
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1.
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I have reviewed this Form 10-Q for the period ending June 30, 2013 of Ecolocap Solutions Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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August 16, 2013
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MICHAEL SIEGEL
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Michael Siegel
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Principal Executive Officer
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1.
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I have reviewed this Form 10-Q for the period ending June 30, 2013 of Ecolocap Solutions Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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August 16, 2013
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MICHEL ST-PIERRE
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Michel St-Pierre
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Principal Financial Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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MICHAEL SIEGEL
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Michael Siegel
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Chief Executive Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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MICHEL ST-PIERRE
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Michel St-Pierre
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Chief Financial Officer
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NOTE 4 - PROPERTY & OFFICE EQUIPMENT (Tables)
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3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Property, Plant and Equipment [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Table Text Block] |
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Consolidated Statements of Operations (Unaudited) (USD $)
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3 Months Ended | 6 Months Ended | 78 Months Ended | ||
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Jun. 30, 2013
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Jun. 30, 2012
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Jun. 30, 2013
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Jun. 30, 2012
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Jun. 30, 2013
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SALES | $ 469,840 | ||||
Cost of sales | 452,000 | ||||
Gross Profit | 17,840 | ||||
Selling, general and administrative | 185,072 | 290,322 | 366,658 | 525,807 | 4,574,097 |
Depreciation and amortization | 17,724 | 18,349 | 35,966 | 36,699 | 956,762 |
Research and development | 40,000 | 147,500 | 1,360,278 | ||
Gain on settlement of debts-foreign Subsidiary | (8,013,125) | ||||
Gain on sale of equipment | (209,214) | ||||
Impairment Loss Intangible Assets | 5,499,842 | ||||
Impairment Loss Goodwill | 7,008,721 | ||||
Compensation (gain) expense | (116,925) | (16,381) | (116,925) | (58,748) | 28,201 |
Stock Based compensation | 5,211,897 | ||||
Debt conversion inducement expense (note 7) | 50,577 | 516,113 | 820,297 | ||
Compensation for services | 258,000 | ||||
Gain on derivatives at market | (303,574) | (19,179) | (947,834) | (19,179) | (1,190,480) |
Payments received under Standstill Agreement | (200,000) | (200,000) | |||
Interest | 387,769 | 187,539 | 1,068,307 | 252,481 | 2,479,426 |
Foreign exchange loss (gain) | 2 | 3 | 4 | (6) | (163,425) |
TOTAL COSTS AND EXPENSES | 170,068 | 551,230 | 406,176 | 1,200,667 | 18,421,277 |
Net loss from continuing operations | (170,068) | (551,230) | (406,176) | (1,200,667) | (18,403,437) |
Net loss from discontinued operations | (185,451) | ||||
Gain on Sale of discontinued operations | 48,257 | ||||
Net loss | (170,068) | (551,230) | (406,176) | (1,200,667) | (18,540,631) |
Ecolocap Solutions Inc | (104,325) | (472,268) | (275,760) | (1,097,373) | (17,000,930) |
Non-controlling interest | $ (65,743) | $ (78,962) | $ (130,416) | $ (103,294) | $ (1,539,701) |
Loss Per Share (in Dollars per share) | $ 0.00 | $ 0.00 | $ 0.00 | $ 0.00 | |
Continuing operations (in Dollars per share) | $ 0.00 | $ 0.00 | $ 0.00 | $ 0.00 | |
Average weighted Number of Shares (in Shares) | 751,852,057 | 293,226,792 | 623,357,486 | 266,082,211 |
NOTE 5 - ACCRUED EXPENSES AND SUNDRY CURRENT LIABILITIES
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3 Months Ended | ||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Accounts Payable and Accrued Liabilities Disclosure [Abstract] | |||||||||||||||||||||||||||||||
Accounts Payable and Accrued Liabilities Disclosure [Text Block] |
NOTE
5 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts
payable and ccrued expenses consisted of the following
at:
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NOTE 5 - ACCRUED EXPENSES AND SUNDRY CURRENT LIABILITIES (Tables)
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3 Months Ended | ||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Accounts Payable and Accrued Liabilities Disclosure [Abstract] | |||||||||||||||||||||||||||||||
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] |
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NOTE 10 - RELATED PARTY TRANSACTIONS (Details) (USD $)
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Jun. 30, 2013
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Jun. 29, 2013
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Related Party Transactions [Abstract] | ||
Notes Payable, Related Parties (in Dollars) | $ 155,407 | |
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% |
NOTE 9 - CAPITAL STOCK (Details) (USD $)
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Jun. 30, 2013
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Dec. 31, 2012
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Stockholders' Equity Note [Abstract] | ||
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 |
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, Shares, Issued | 893,615,983 | 372,410,782 |
NOTE 8 - DERIVATIVE LIABILITIES (Details) (USD $)
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1 Months Ended | 0 Months Ended | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | 78 Months Ended | |||||||||||||||||||
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Jun. 30, 2013
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Dec. 31, 2012
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Dec. 31, 2012
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Jun. 30, 2013
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Jun. 30, 2013
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Jun. 30, 2013
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Jun. 30, 2013
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Jun. 30, 2013
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Jun. 30, 2013
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Jun. 30, 2013
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Jun. 30, 2013
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Mar. 31, 2013
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Dec. 31, 2012
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Jun. 30, 2012
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Jun. 30, 2013
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Jun. 30, 2013
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Jun. 30, 2013
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Jun. 30, 2012
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Jun. 30, 2013
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Dec. 31, 2012
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Jun. 30, 2013
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Jun. 04, 2013
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May 10, 2013
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Dec. 17, 2012
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Dec. 07, 2012
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Oct. 11, 2012
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Sep. 13, 2012
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May 29, 2012
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Disclosure Text Block [Abstract] | ||||||||||||||||||||||||||||
Convertible Notes Payable (in Dollars) | $ 60,000 | $ 25,000 | $ 27,500 | $ 21,000 | $ 496,000 | $ 27,500 | $ 65,000 | $ 112,500 | ||||||||||||||||||||
Debt Instrument, Convertible, Effective Interest Rate | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | ||||||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 0.14% | 0.14% | 0.14% | 0.14% | 0.14% | 0.14% | 0.14% | 0.14% | ||||||||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 264.00% | 228.63% | 228.63% | 264.00% | 292.00% | 228.63% | 228.63% | 228.63% | ||||||||||||||||||||
Interest Expense, Debt (in Dollars) | 29,673 | 13,685 | 323,226 | 25,709 | 144 | 342 | 1,213 | 16,839 | 845 | 872 | 27,677 | 64,451 | 3,720 | 42,358 | 38,797 | |||||||||||||
Interest Expense (in Dollars) | $ 1,075 | $ 387,769 | $ 187,539 | $ 1,068,307 | $ 252,481 | $ 2,479,426 |
NOTE 1 - NATURE OF BUSINESS
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3 Months Ended |
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Jun. 30, 2013
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Nature of Operations [Abstract] | |
Nature of Operations [Text Block] |
NOTE
1 – NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
The
accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with accounting
principles generally accepted in the United States of
America for interim financial information and with Article
10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by
accounting principles generally accepted in the United
States of America for annual financial statements. 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 months ended June 30, 2013 are not necessarily
indicative of the results that may be expected for
the year ending December 31, 2013. For further
information, refer to the financial statements and
footnotes thereto for the year ended December 31,
2012.
EcoloCap
Solutions Inc. is an integrated and complementary network
of environmentally focused technology companies that
utilize advanced nanotechnology to design, develop and sell
cleaner alternative energy products. We bring together
the technology, engineering, and operational management for
the successful development of environmentally significant
products and projects. Our business approach combines
science, innovation, and market-ready solutions to achieve
environmentally sustainable and economically advantageous,
power and energy management practices in the following
areas:
MBT
M-Fuel
EcoloCap
Solutions Inc., through its subsidiary Micro Bubble
Technologies Inc. (MBT), developed M-Fuel, an innovative
suspension fuel that far exceeds all conventional
fuels’ costs and efficiencies. This
environmentally-friendly and economical product is designed
to offer fully scalable and customizable fuel solutions
that will increase efficiency, lower operating costs, and
reduce emissions. M -Fuel is a suspension mixture of
60% heavy oil, 40% H plus O2 molecules, and a 0.3%
stabilizing additive. The production of M-Fuel takes
place in our Nano Processing Units (NPU), a self contained
device that is sized for output. The NPU’s can
be configured to operate in conjunction with an engine or
burner to sully M-Fuel on demand, or pre-manufactured for
delivery. M-Fuels unique burning process facilitates
increased efficiency, resulting in reduced emissions by
60%, reduced fuel consumption by 40%, and cut costs by up
to 25%.
MBT
-Batteries
EcoloCap
Solutions Inc., through its subsidiary Micro Bubble
Technologies Inc. (MBT), developed the Carbon Nano Tube
Battery (CNT-Battery), a fully recyclable, rechargeable
battery that far exceeds the performance capabilities of
any existing battery on the market at this time. This
environmentally-friendly and economical product is designed
to offer fully scalable and customizable power solutions
that will increase efficiency, lower operating costs, and
reduce emissions. Our proprietary technology modifies the
fabrication of lead acid batteries by applying a
highly-conductive carbon nano tube coating to the anode and
cathode cells. As a result, conductive surface area
is increased by a factor of billions and electricity is
carried out more efficiently. The CNT-Battery’s
advanced technology demonstrates eight times the reserve
capacity of traditional lead acid batteries, two and a half
times the energy density of lithium-ion batteries, and a
recharge time of just five minutes; all at a fraction of
the cost of lithium-ion batteries.
DEVELOPMENT
STAGE COMPANY
The
Company was an active business from 2005 through 2006 and
was involved in the manufacture and sales of an artificial
sport surface. From 2007 through September 2010, the
Company was looking for new business and commenced the
Carbon Credits (CER’S) business. In the 2009, the
Company acquired a participation in Micro Bubble
Technologies Inc. and became an integrated and
complementary network of environmentally focused technology
company. The Company currently has operations but limited
revenues and, in accordance with the relevant authoritive
guidance is considered a Development Stage Enterprise. As a
development stage enterprise, the Company discloses the
deficit accumulated during the development stage and the
cumulative statements of operations and cash flows from
January 1, 2007 to the current balance sheet date.
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NOTE 3 - GOING CONCERN
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3 Months Ended |
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Jun. 30, 2013
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Going Concern Note [Abstract] | |
Going Concern Note |
NOTE
3 – GOING CONCERN
The
Company’s consolidated financial statements have been
prepared on a going concern basis, which contemplates the
realization of assets and settlement of liabilities and
commitments in the normal course of business. During the
six months ended June 30, 2013 the Company has incurred
losses of $406,176 The Company has negative working capital
of $3,048,477 at June 30, 2013 and a stockholders’
deficiency of $6,813,813at June 30, 2013. These factors
among others raise substantial doubt about the
Company’s ability to continue as a going
concern.
Management’s
plans for the Company’s continued existence include
selling additional stock and borrowing additional funds to
pay overhead expenses.
With
the opportunities created by the Batteries and M Fuel,
management has begun the process of redeploying its assets,
identifying business strategies that offers above average
profit potential and identifying the resources necessary to
successfully execute it new strategic direction.
Recognizing
the opportunity this new market represents, the Company has
developed an integrated development approach that focuses
upon both existing and needed infrastructure facilities to
produce substantial new value.
The
Company’s future success is dependent upon its
ability to achieve profitable operations, generate cash
from operating activities and obtain additional financing.
There is no assurance that the Company will be able to
generate sufficient cash from operations, sell additional
shares of common stock or borrow additional funds.
The
Company’s inability to obtain additional cash could
have a material adverse effect on its financial position,
results of operations and its ability to continue in
existence. The consolidated financial statements do not
include any adjustments that might result from the outcome
of this uncertainty.
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NOTE 6- NOTE PAYABLE
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3 Months Ended |
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Jun. 30, 2013
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Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] |
NOTE
6 – NOTE PAYABLE
During
2013, Tonaquint Inc converted loans aggregating $61,350 into
110,253,139 common shares of the Company. The calculated
value of the shares ranged from $0.0003 to $0.0009 per share
and the market price ranged from $0.0007 to $0.0022 per
share.
In
2012, the Company received loan from Tonaquint Inc. in the
amount of $112,500. The amount owed to Tonaquint Inc. at
June 30, 2013, is shown net of the remaining debt discount
of $17,419 resulting in a balance of $33,731. The loan is
convertible, over a one year period, into restricted common
shares at a fixed price. The price of the shares is equal
to 60% of the market price of the shares at the date of the
execution of the conversion. This loan bears interest at 8%
per annum and is payable on demand.
During
2013, Redwood Management, LLC converted loans aggregating
$115,948 into 136,091,845 common shares of the Company. The
calculated value of the shares ranged from $0.0003 to $0.0018
per share and the market price ranged from $0.0008 to $0.003
per share.
On
April 2, 2012, the Company signed an agreement with Plaus
Company to convert an account payable into a convertible
note payable. The amount owed to Plaus Company at March 31,
2013 is $496,000. This note bears interest at 5% per annum
and is payable on demand. On January 24, 2013, Plaus
Company assigned its convertible note payable to Redwood
Management, LLC. The amount owed to Redwood Management, LLC
at June 30, 2013, is shown net of the remaining debt
discount of $246,665 resulting in a balance of $133,387.
The loan is convertible, over a one year period, into
restricted common shares at a fixed price. The price of the
shares is equal to 60% of the market price of the shares at
the date of the execution of the conversion. This loan
bears interest at 8% per annum and is payable on
demand.
In
2012, the Company received loan from AES Capital Corp. in
the amount of $21,000. The amount owed to AES Capital Corp.
at June 30, 2013, is shown net of the remaining debt
discount of $1,789 resulting in a balance of $19,211. The
loan is convertible, over a one year period, into
restricted common shares at a fixed price. The price of the
shares is equal to 50% of the market price of the shares at
the date of the execution of the conversion. This loan
bears interest at 8% per annum and is payable on
demand.
In
2012, the Company received loan from JMJ Financial in the
amount of $25,000. The loan received in 2012 from JMJ
Financial has all been converted into common shares of the
Company.
During
2013, JMJ Financial converted loans aggregating $25,000 plus
accrued interests of $3,310 into 79,000,000 common shares of
the Company. The calculated value of the shares ranged from
$0.0002 to $0.0006 per share and the market price ranged from
$0.0022 to $0.0007 per share.
In
2013, the Company received loan from JMJ Financial in the
amount of $25,000. The amount owed to JMJ Financial at June
30, 2013, is shown net of the remaining debt discount of
$16,574 resulting in a balance of $8,426. The loan is
convertible, over a one year period, into restricted common
shares at a fixed price. The price of the shares is equal
to 60% of the market price of the shares at the date of the
execution of the conversion. This loan bears interest at 8%
per annum and is payable on demand.
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NOTE 4 - PROPERTY & OFFICE EQUIPMENT
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3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Property, Plant and Equipment [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment Disclosure [Text Block] |
NOTE
4 – PROPERTY & OFFICE EQUIPMENT
Equipment
is stated at cost. Depreciation is computed using the
straight-line method over the estimated useful life of the
assets ranging from 3 to 7 years.
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NOTE 11 - SUBSEQUENT EVENTS (Details) (USD $)
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1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
---|---|---|---|---|---|---|---|
Dec. 31, 2012
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Jun. 30, 2013
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Jun. 27, 2013
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Jun. 28, 2013
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Jun. 29, 2013
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Jun. 30, 2013
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Dec. 31, 2012
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Subsequent Events [Abstract] | |||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ 19,900 | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 8,200,000 | 96,345,511 | 36,000,000 | 79,000,000 | 136,091,845 | 110,253,139 | 13,276,660 |