10-Q/A

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

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

For the quarterly period ended November 30, 2011

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

Commission file number:  000-52445

ECO VENTURES GROUP, INC.

(Name of registrant as specified in its charter)

Nevada	33-1133537
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
7432 State Road 50, Suite 101 Groveland, FL
	34736
(Address of principal executive offices)	(Zip Code)

(352) 557-4830

 (Registrant’s telephone number, including area code)

 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  x  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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o(Do not check if a smaller reporting company)	Smaller reporting company	x

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

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

Class	Shares Outstanding at January 18, 2012
Common Stock, $0.001 Par Value	78,445,539

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A to the Original Report (this “Form 10-Q/A”) is being filed solely for the purpose of furnishing Exhibit 101 to the Original Report, which contains the XBRL Interactive Data Files required by Rule 405 of Regulation S-T, by amending the Exhibit Index under Item 6 of Part II of the Original Report. As permitted by Rule 405(a)(2)(ii) of Regulation S-T, Exhibit 101 is required to be furnished by amendment within 30 days of the original filing date of the Original Report.

Except as described above, this Form 10-Q/A does not amend or update any information contained in the Original Report to reflect events occurring subsequent to the original filing date or otherwise.

Item 6.  

Exhibits.

EXHIBIT INDEX

Exhibit
31.1	Certification Pursuant to Rule 13A-14 or 15D-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 signed by the Principal Executive Officer†
31.2	Certification Pursuant to Rule 13A-14 or 15D-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 signed by the Principal Financial Officer†
32.1	Certification Required by 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 signed by Principal Executive Officer†
32.2	Certification Required by 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 signed by Chief Financial Officer†
101 INS	XBRL Instance Document*
101 SCH	XBRL Schema Document*
101 CAL	XBRL Calculation Linkbase Document*
101 LAB	XBRL Labels Linkbase Document*
101 PRE	XBRL Presentation Linkbase Document*
101 DEF	XBRL Definition Linkbase Document*

†

Previously filed

*

Submitted electronically herewith.  Attached as Exhibit 101 are the following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2011, formatted in XBRL (eXtensible Business Reporting Language) and tagged as blocks of text: (i) Condensed  Consolidated Balance Sheets at November 30, 2011 and August 31, 2011; (ii) Condensed Consolidated Statements of Operations for the Three Months Ended November 30, 2011 and From November 9, 2010 (date of inception) through November 30, 2010; (iii) Condensed Consolidated Statement of Equity (Deficit) for the Three Months Ended November 30, 2011and (iv) Condensed Consolidated Statements of Cash Flows for the Three Months Ended November 30, 2011 and From November 9, 2010 (date of inception) Through November 30, 2010.  Pursuant to Rule 406T of Regulation S-T this data is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.

1

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.

	ECO VENTURES GROUP,  INC.
Date: January 25, 2012	By:	/s/ RANDALL LANHAM
		Randall Lanham
		Chief Executive Officer (Principal Executive Officer)
Date: January 25, 2012	By:	/s/ PAUL SMITH
		Paul Smith
		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

2

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GOING CONCERN MATTERS

3 Months Ended

Nov. 30, 2011

Organization, Consolidation and Presentation of Financial Statements

Liquidity Disclosure [Policy Text Block]

NOTE 2 – GOING CONCERN MATTERS

The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying unaudited condensed consolidated financial statements from November 9, 2010 (date of inception) through November 30, 2011, the Company incurred deficit accumulated during development stage of $1,187,126,  used $158,759 in cash for operating activities and had a negative working capital (current liabilities exceeded current assets) of $800,691 as of November 30, 2011. In addition, the Company is in a development stage, has yet commercialized its planned business and has not generated any revenues since inception.  These factors among others may indicate that the Company will be unable to continue as a going concern for a reasonable period of time.

The Company’s existence is dependent upon management’s ability to develop profitable operations and or upon obtaining additional financing to carry out its planned business. Management is devoting substantially all of its efforts to the commercialization of its planned product and processes, as well as raising additional debt or equity financing in order to accelerate the development and commercialization of additional products. There can be no assurance that the Company’s commercialization or financing efforts will result in profitable operations or the resolution of the Company’s liquidity problems.

There can be no assurance that any additional financings will be available to the Company on satisfactory terms and conditions, if at all.  In the event the Company is unable to continue as a going concern, it may elect or required to seek protection from its creditors by filing a voluntary petition in bankruptcy or many be subject to an involuntary petition in bankruptcy.  To date, management has not considered this alternative, nor does management view it as a likely occurrence.

The accompanying unaudited condensed consolidated statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

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SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Nov. 30, 2011

Accounting Policies

Significant Accounting Policies [Text Block]

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the presentation of the accompanying unaudited condensed consolidated financial statements follows:

General

The accompanying unaudited condensed consolidated financial statements of Eco Ventures Group, Inc., (the “Company”), have been prepared in accordance with the rules and regulations (S-X) of the Securities and Exchange Commission (the "SEC") and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  The results from operations for the three month period ended November 30, 2011 are not necessarily indicative of the results that may be expected for the year ending August 31, 2012. The unaudited condensed consolidated financial statements should be read in conjunction with the August 31, 2011 consolidated  financial statements and footnotes thereto included in the Company's SEC Form 10-K filed on December 2, 2011.

Basis and business presentation

Eco Ventures Group, Inc. (“EVG” or the “Registrant”), a public traded and holding company of our planned expanding lines of business, formerly known as Modern Renewable Technologies, Inc., was incorporated under the laws of the State of Nevada in April 2002.  In connection with the consummation of the reverse merger transaction on June 1, 2011 with Eco Ventures Group, Inc., a Florida corporation (“Eco Ventures – Florida”) formed on November 9, 2010 (date of inception), the accounting acquirer (see below), EVG changed its name to Eco Ventures Group, Inc., a Nevada corporation.  The historical financial statements are those of Eco Ventures – Florida, the accounting acquirer, immediately following the consummation of the reverse merger.  All references that refer to (the “Company” or “Eco Ventures Group” or "EVG" or “we” or “us” or “our”) are to Eco Ventures Group, Inc., the Registrant and its wholly and or majority owned subsidiaries unless otherwise differentiated, Eco Ventures Group, Inc., a Florida formed corporation.  We are in the development stage, as defined by Accounting Standards Codification subtopic 915-10, Development Stage Entities ("ASC 915-10") and specialize in the planned extraction of precious metals from ore bodies and reclaimed mine tailings and also will focus on the production of advanced biodiesel from recovered cooking oils and oil rich plants. We have not generated any revenues to date, have incurred expenses and has sustained losses since November 9, 2010 (date of inception).  Consequently, our operations are subject to all the risks inherent in the establishment of a new business enterprise.  For the period from November 9, 2010 (date of inception) through November 30, 2011, we have accumulated a deficit through its development stage of $1,187,126.

The unaudited condensed consolidated financial statements include the accounts of the Company and its majority owned subsidiary, Eco Ventures - Florida.  All significant intercompany balances and transactions have been eliminated in consolidation.

Reverse Merger and Corporate Restructure

On May 27, 2011, the Registrant entered into a material definitive agreement for the acquisition of 70% of the capital stock of Eco Ventures Group, Inc., a Florida corporation (“Eco Ventures – Florida”).  The acquisition was completed on June 1, 2011 through issuance of 61,500,000 (including 5,000,000 shares issued to consultants and 3,800,000 shares issued to officers)  shares of Common Stock of the Company in exchange for 467 Shares of Eco Ventures - Florida in a tax-free share exchange. A total of 16,886,300 shares of Common Stock of the Registrant shall be issued to Holders of the Registrant’s outstanding Convertible Debentures.  Upon the conversion of all such Convertible Debentures, the Registrant had a total of 78,395,539 Shares of Common Stock issued and outstanding.

As a condition of the reverse merger transaction, the name of the Registrant was changed to “Eco Ventures Group, Inc.”, a Nevada corporation and the Registrant’s OTC trading symbol has been changed to “EVGI”. The transaction is accounted for in substance as a reverse acquisition of the Registrant by Eco Ventures – Florida since the stockholders of Eco Ventures – Florida owned a majority of the Company’s voting power immediately following the merger transaction and Eco Ventures – Florida’s management has assumed operational, management and governance control in accordance with the terms of the Shareholder Agreement dated May 20, 2011.  For accounting purposes, Eco Ventures – Florida is the accounting acquirer and or the surviving entity.  Accordingly, the historical financial statements are those of Eco Ventures – Florida, the accounting acquirer, immediately following the consummation of the reverse merger.  The Company did not recognize goodwill or any intangible assets in connection with this transaction.

Estimates

The preparation of the 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.

Revenue Recognition

The Company will recognize revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded.

ASC 605-10 incorporates Accounting Standards Codification subtopic 605-25, Multiple-Element Arraignments (“ASC 605-25”). ASC 605-25 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. The effect of implementing 605-25 on the Company's financial position and results of operations was not significant.

Cash

The Company considers cash to consist of cash on hand and temporary investments having an original maturity of 90 days or less that are readily convertible into cash.

Property and Equipment

Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 3 to 5 years.  As of November 30, 2011, all acquired property and equipment has yet to be placed in service, therefore no depreciation was recorded for the period from November 9, 2010 (date of inception) through November 30, 2011.

Long-Lived Assets

The Company follows FASB ASC 360-10-15-3, “Impairment or Disposal of Long-lived Assets,” which established a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used.  Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset.  Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.  

Income Taxes

The Company has adopted Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.  Temporary differences between taxable income reported for financial reporting purposes and income tax purposes consist primarily of timing differences such as deferred officers’ compensation and stock based compensation accounting.

Net Loss per Common Share, basic and diluted

The Company has adopted Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”) specifying the computation, presentation and disclosure requirements of earnings per share information.  Basic loss per share has been calculated based upon the weighted average number of common shares outstanding.  The Company excluded 113,400 shares of common stock equivalents that would be issuable upon conversion of the Series A and Series B preferred stock from the shares used to calculate diluted loss per share as their inclusion would be anti-dilutive or reduce net loss per share for the three months period ended September 30, 2011.

Stock based compensation

The Company follows Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718-10”) which requires that all share-based payments to both employees and non employees be recognized in the income statement based on their fair values.  

As of November 30, 2011, the Company did not have any issued or outstanding stock options.

Concentrations of Credit Risk

Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and trade receivables. The Company places its cash and temporary cash investments with high credit quality institutions.  At times, such investments may be in excess of the FDIC insurance limit.

Research and Development

The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred.  Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company did not incur any research and development expenses for the period from November 9, 2010 (date of inception) through November 30, 2011. 

Reliance on Key Personnel and Consultants

The Company has 9 full-time employees and no part-time employees.  Additionally, the Company has consultants performing various specialized services.  The Company is heavily dependent on the continued active participation of these current executive officers, employees and key consultants. The loss of any of the senior management or key consultants could significantly and negatively impact the business until adequate replacements can be identified and put in place.

Fair Value

Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying amount reported in the consolidated balance sheet for accounts payable and accrued expenses, advances and notes payable approximates fair value because of the immediate or short-term maturity of these financial instruments.

Reclassification

Certain reclassifications have been made to prior periods' data to conform to the current period's presentation.  These reclassifications had no effect on reported income or losses.

Recent Accounting Pronouncements

There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's consolidated financial position, results of operations or cash flows.

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)	Nov. 30, 2011	Aug. 31, 2011
Cash	$ 3,783	$ 55,907
Deposits	10,000	10,000
Total current assets	13,783	65,907
Property, plant and equipment	765,526	729,396
Total assets	779,309	795,303
Accounts payable and accrued expenses	355,648	148,983
Notes payable, related parties	345,717	265,474
Advances, related parties	113,109	48,604
Total current liabilities	814,474	463,061
Commitments and contingencies
Common stock, $0.001 par value; 750,000,000 shares authorized, 82,245,539 and 78,395,539 shares issued as of November 30, 2011 and August 31, 2011, respectively; 78,445,539 and 78,395,539 shares outstanding as of November 30, 2011 and August 31, 2011, respectively	82,245	78,395
Preferred stock subscription	100,000	100,000
Additional paid in capital	1,070,171	926,208
Deficit accumulated during development stage	(1,187,126)	(797,109)
Total Eco Ventures Group, Inc. Stockholders' Equity	65,385	307,569
Non controlling interest	(100,550)	24,673
Total equity (deficit)	(35,165)	332,242
Total liabilities and equity (deficit)	779,309	795,303
Series A Preferred Stock
Cumulative convertible preferred stock	75	75
Series B Preferred Stock
Cumulative convertible preferred stock	$ 20

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CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) PARENTHETICAL (USD $)	Nov. 30, 2011	Oct. 31, 2011
Sale of stock price per share		$ 2.50
Sale of stock price per share		$ 2.50
Issuance of stock price per share	$ 0.09

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CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (USD $)	3 Months Ended	13 Months Ended
	Nov. 30, 2011	Nov. 30, 2011
Net loss	$ (515,240)	$ (1,145,301)
Stock based compensation	97,833	443,250
Gain on forgiveness of debt		(261,793)
Operating expenses paid by related parties on behalf of the Company in exchange for notes payable	12,642	278,116
Expenses paid by related parties	39,340	39,340
Change in deposits		(10,000)
Change in accounts payable and accrued expenses	206,666	356,578
Net cash used in operating activities	(158,759)	(299,810)
Purchase of property, plant and equipment	(36,130)	(205,526)
Net cash used in investing activities	(36,130)	(205,526)
Proceeds from advances, related parties	25,165	73,769
Proceeds from related party notes payable	67,600	67,600
Contributed capital by majority owned subsidiary		67,750
Net cash provided by financing activities	142,765	509,119
Net (decrease) increase in cash and cash equivalents	(52,124)	3,783
Cash and cash equivalents at beginning of period	55,907
Cash and cash equivalents at end of period	3,783	3,783
Cash paid during period for interest
Cash paid during period for taxes
Property, plant and equipment acquired by certain investors as capital contribution		560,000
Notes payable issued in exchange for expenses paid by related parties	12,642	278,116
Series A Preferred Stock
Proceeds from the sale of preferred stock		250,000.0
Series B Preferred Stock
Proceeds from the sale of preferred stock	$ 50,000	$ 50,000

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CONDENSED CONSOLIDATED BALANCE SHEETS PARENTHETICAL (USD $)	Nov. 30, 2011	Aug. 31, 2011
Preferred stock par value	$ 0.001	$ 0.001
Preferred stock shares authorized	100,000,000	100,000,000
Common stock par value	$ 0.001	$ 0.001
Common stock shares authorized	750,000,000	750,000,000
Common stock shares issued	82,245,539	78,395,539
Common stock shares outstanding	78,445,539	78,395,539
Series A Preferred Stock
Preferred stock par value	$ 0.001	$ 0.001
Preferred stock shares authorized	4,000,000	4,000,000
Preferred stock shares issued	75,000	75,000
Preferred stock shares outstanding	75,000	75,000
Series B Preferred Stock
Preferred stock par value	$ 0.001	$ 0.001
Preferred stock shares authorized	6,120,800	6,120,800
Preferred stock shares issued	20,000
Preferred stock shares outstanding	20,000

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SUBSEQUENT EVENTS

3 Months Ended

Nov. 30, 2011

Subsequent Events

Subsequent Events [Text Block]

NOTE 10 - SUBSEQUENT EVENTS

The Company announced on December 12, 2011 that the Company has entered into a Mineral Exploitation Agreement with DRR Partners, LLC to process 1,100 tons of highly concentrated ore.  This complex black ore being delivered by DRR is currently being tested and evaluated for its precious metal content.  Per the agreement, the Company will pay DRR a percentage of gross sales on a sliding scale ranging from 10% if the precious metal content is less than $75,000 per ton, up to 40% if the precious metal content is greater than $250,000 per ton.  The Company has no obligation to continue in the agreement if the precious metal content is less than $50,000 per ton.

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Document and Entity Information	3 Months Ended
	Nov. 30, 2011	Jan. 18, 2012
Document and Entity Information
Entity Registrant Name	ECO VENTURES GROUP, INC.
Document Type	10-Q
Document Period End Date	Nov. 30, 2011
Amendment Flag	false
Entity Central Index Key	0001354591
Current Fiscal Year End Date	--08-31
Entity Common Stock, Shares Outstanding		78,445,539
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1

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CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (USD $)	1 Months Ended	3 Months Ended	13 Months Ended
	Nov. 30, 2010	Nov. 30, 2011	Nov. 30, 2011
Operation expenses		$ 64,344	$ 120,367
Selling, general and administrative		445,192	1,275,786
Total operating expenses		509,536	1,396,153
Net loss from operations		(509,536)	(1,396,153)
Gain on forgiveness of debt			261,793
Interest expense		(5,704)	(10,941)
Net loss before provision for income taxes		(515,240)	(1,145,301)
Income taxes
Net loss		(515,240)	(1,145,301)
Less: Net loss attributable to non controlling interest		125,223	288,875
NET LOSS ATTRIBUTABLE TO ECO VENTURES GROUP, INC. COMMON SHAREHOLDERS		$ (390,017)	$ (856,426)
Net loss per common share, basic and fully diluted
Weighted average number of common shares, basic	9,239	78,691,693
Weighted average number of common shares, fully diluted	9,239	78,691,693

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NOTES PAYABLE, RELATED PARTIES

3 Months Ended

Nov. 30, 2011

Debt

Debt Disclosure [Text Block]

NOTE 5 – NOTES PAYABLE, RELATED PARTIES

Notes payable as of November 30, 2011 and August 31, 2011 are comprised of the following:

	November 30, 2011 (unaudited)		August 31, 2011
Notes payable,  8% per annum, due on demand, unsecured, in default	$	265,474	$	265,474
Note payable, 8% per annum, due on demand, unsecured		80,243		-
Total	$	345,717	$	265,474

From November 9, 2010 (date of inception) through August 31, 2011, the Company issued two notes in the aggregate of $265,474 in exchange for operating expenses paid on behalf of the Company by two shareholders of its majority owned subsidiary.  The notes bear an 8% per annum interest rate, unsecured and are due on demand.

During the three months ended November 30, 2011, the Company issued a note in amount of $80,243 in exchange for operating funds provided by a shareholder of its majority owned subsidiary.  The note bears an 8% per annum interest rate, unsecured and are due on demand.

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ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

3 Months Ended

Nov. 30, 2011

Payables and Accruals

Accounts Payable and Accrued Liabilities Disclosure [Text Block]

NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities as of November 30, 2011 and August 31, 2011 are comprised of the following:

	November 30, 2011 (unaudited)		August 31, 2011
Accounts payable	$	168,325	$	39,921
Accrued interest		10,941		5,236
Accrued compensation		176,382		103,826
Total accounts payable and accrued liabilities	$	355,648	$	148,983

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RELATED PARTY TRANSACTIONS

3 Months Ended

Nov. 30, 2011

Related Party Disclosures

Related Party Transactions Disclosure [Text Block]

NOTE 8 - RELATED PARTY TRANSACTIONS

The Company’s current officers and shareholders have advanced funds to the Company for travel related and working capital purposes.  No formal repayment terms or arrangements existed. There were $113,109 and $48,604 advances due at November 30, 2011 and August 31, 2011, respectively.

As described in Note 5, above, from November 9, 2010 (date of inception) through November 30, 2011, the Company issued two notes in the aggregate of $265,474 in exchange for operating expenses paid on behalf of the Company and  a note in the amount of $80,243 for working capital purposes by the non-controlling interest shareholders of Eco Ventures – Florida.  The notes bear an 8% per annum interest rate, unsecured and are due on demand.

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STOCKHOLDERS' EQUITY

3 Months Ended

Nov. 30, 2011

Equity

Stockholders' Equity Note Disclosure [Text Block]

NOTE 6 – STOCKHOLDERS' EQUITY

Preferred Stock

The Company is authorized to issue 100,000,000 shares of preferred stock with a par value of $0.001 per share.  The Company's preferred stock may be divided into such series as may be established by the Board of Directors. The Board of Directors may fix and determine the relative rights and preferences of the shares of any series established.

Series A Cumulative Convertible Preferred Stock ("Series A")

In August, 2011, the Company designated 4,000,000 shares of authorized preferred stock as Series A Redeemable Convertible Preferred stock ("Series A"). As of November 30, 2011, there were 75,000 shares of Series A issued and outstanding.

As per the subscription agreement for 75,000 preferred stock Series A issued, each Series A shares will be converted into one share of the Company and one share of Raptor Technology Group, Inc.

Series B  Cumulative Convertible Preferred Stock ("Series B")

In September 2011, the Company designated 6,120,800 shares as Series B Cumulative Convertible Preferred stock.  As of November 30, 2011, there were 20,000 shares of Series B issued and outstanding.

During the three months ended November 30, 2011, the Company issued 20,000 shares of its Series B Redeemable Convertible Preferred stock in exchange for proceeds of $50,000.

Subsequent to one (1) year from the date of issuance, each share of Series B Preferred Stock shall be convertible at the option of the holder thereof (except as prohibited by law), in full or in part,  into one point nine two (1.92) shares of fully paid and non assessable shares of common stock of the Company provided.

Common stock

The Company is authorized to issue 750,000,000 shares of $0.001 par value common stock as of November 30, 2011.  As of November 30, 2011, 82,245,539 shares of the Company's common stock were issued and 78,445,539 shares of the Company's common stock was outstanding.

On November 23, 2011, the Company issued, but held in escrow,  3,800,000 shares of its common stock pursuant to officer's employment agreements. 

On November 23, 2011, the Company issued 50,000 shares of its common stock in exchange for officer's compensation with a fair value of $4,500.

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STOCK OPTIONS

3 Months Ended

Nov. 30, 2011

Equity

Shareholders' Equity and Share-based Payments [Text Block]

NOTE 7 - STOCK OPTIONS

On July 26, 2011, the 2011 Incentive Stock Option Plan (the “2011 Plan”) which provides incentive stock and non-statutory options to be granted to select employees, directors and consultants of the Company was approved by the Board of Directors and  reserved 10.0 million shares of the Company’s common stock for the 2011 Plan

As of November 30, 2011, the Company has not granted any stock options under the 2011 Plan.

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NON CONTROLLING INTEREST

3 Months Ended

Nov. 30, 2011

Noncontrolling Interest

Noncontrolling Interest Disclosure [Text Block]

NOTE 9 - NON CONTROLLING INTEREST

The remaining 30% ownership of Eco Ventures – Florida is recorded as Non Controlling interest in the consolidated financial statements.

A reconciliation of the non controlling loss attributable to the Company:

Net loss Attributable to the Company and transfers (to) from non-controlling interest for the three months ended November 30, 2011:

Net loss	$	417,407
Average Non-controlling interest percentage		30.0	%
Net loss attributable to the non-controlling interest	$	125,223

The following table summarizes the changes in Non Controlling Interest from November 9, 2010 (date of inception) through November 30, 2011:

Balance, November 9, 2010 (date of inception)	$	-
Non controlling interest portion of contributed capital		188,325
Net loss attributable to the non-controlling interest		(163,652	)
Balance, August 31, 2011		24,673
Net loss attributable to the non-controlling interest		(125,223	)
Balance, November 30, 2011	$	(100,550	)

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CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (USD $)	Preferred Series A shares	Preferred Series B shares	Common shares	Preferred shares subscribed	Additional Paid In Capital	Deficit Accumulated During Development Stage	Subtotal	Non Controlling Interest	Total
Balance - amount at Aug. 31, 2011	$ 75		$ 78,395	$ 100,000	$ 926,208	$ (797,109)	$ 307,569	$ 24,673	$ 332,242
Balance - shares at Aug. 31, 2011	75,000		78,395,539	40,000
Sale of Series B preferred stock in October 2011 at $2.50 per share		20			49,980		50,000		50,000
Sale of Series B preferred stock in October 2011 at $2.50 per share - shares		20,000
Common stock issued in November 2011 held in escrow			3,800		(3,800)
Common stock issued in November 2011 held in escrow - shares			3,800,000
Common stock issued in November 2011 for officer compensation at $0.09 per share			50		4,450		4,500		4,500
Common stock issued in November 2011 for officer compensation at $0.09 per share - shares			50,000
Stock based compensation					93,333		93,333		93,333
Net loss						(390,017)	(390,017)	(125,223)	(515,240)
Balance - amount at Nov. 30, 2011	$ 75	$ 20	$ 82,245	$ 100,000	$ 1,070,171	$ (1,187,126)	$ 65,385	$ (100,550)	$ (35,165)
Balance - shares at Nov. 30, 2011	75,000	20,000	82,245,539	40,000

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PROPERTY, PLANT AND EQUIPMENT

3 Months Ended

Nov. 30, 2011

Property, Plant, and Equipment

Property, Plant and Equipment Disclosure [Text Block]

NOTE 3 – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment as of November 30, 2011 and August 31, 2011 are comprised of the following:

	November 30, 2011 (unaudited)		August 31, 2011
Office furniture and fixtures	$	1,654	$	542
Equipment		149,214		149,214
Leasehold improvements		19,640		19,640
Construction in process		595,018		560,000
Total property, plant and equipment	$	765,526	$	729,396

As of  November 30, 2011, the Company is currently in the assembly and testing mode, not in operations.  Therefore no depreciation was recorded for the period from November 9, 2010 (date of inception) through November 30, 2011.

During the period from November 9, 2010 (date of inception) through November 30, 2011, the Company received property and equipment from three investors at a fair value of $560,000. The transaction was recorded as a capital contribution.