Ecologic Transportation, Inc. (Form: 8-K, Received: 07/09/2009 17:15:07)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 1, 2009

Ecologic Transportation, Inc.
(Exact name of registrant as specified in its charter)

Nevada	333-139045	26-1875304
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation)		Identification No.)

1333 Ocean Avenue, Suite D, Santa Monica, California	90401
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (310) 310 2598

20333 State Highway 249, Suite 200, Houston, Texas 77070
(Former name or former address, if changed since last report.)

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

[     ]     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[     ]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[   ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[     ]     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

FORWARD LOOKING STATEMENTS

This current report contains forward-looking statements as that term is defined in section 27A of the United States Securities Act of 1933, as amended, and section 21E of the United States Securities Exchange Act of 1934, as amended. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "intends", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential", or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors" on page 5 of this current report, which may cause our or our industry's actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common shares" refer to the common shares in our capital stock.

As used in this current report and unless otherwise indicated, the terms "we", "us", "our", “Company”, and “Ecologic” mean Ecologic Transportation, Inc., a Nevada corporation, unless otherwise indicated.

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On July 2, 2009, our wholly owned subsidiary Ecological Acquisition Corp. was merged into Ecologic Sciences, Inc. (formerly, Ecologic Transportation, Inc.) with Ecologic Sciences, Inc. (formerly, Ecologic Transportation, Inc.) being the sole surviving entity under the name “Ecologic Sciences, Inc.” and our company being the sole shareholder of the surviving entity. In connection with the closing of the merger, we issued an aggregate of 17,309,486 restricted shares of our common stock representing approximately 75.85% of the issued and outstanding shares of our company to the former shareholders of Ecologic Sciences, Inc. (formerly, Ecologic Transportation, Inc.).

The agreement and plan of merger, as amended, supersedes and replaces all prior agreements between the parties.

Following the completion of the acquisition of Ecologic Sciences, Inc. (formerly, Ecologic Transportation, Inc.), we are a development stage company that plans to be engaged in the rental of environmentally friendly hybrid electric and low-emission vehicles to the public. In connection with the closing of the acquisition of Ecologic Sciences, Inc. (formerly, Ecologic Transportation, Inc.), we have changed our head office location to 1333 Ocean Avenue, Suite D, Santa Monica, California 90401. See “Description of Business”, below.

RISK FACTORS

In addition to other information in this current report, the following risk factors should be carefully considered in evaluating our business because such factors may have a significant impact on our business, operating results, liquidity and financial condition. As a result of the risk factors set forth below, actual results could differ materially from those projected in any forward-looking statements. Additional risks and uncertainties not presently known to us, or that we currently consider to be immaterial, may also impact our business, operating results, liquidity and financial condition. If any such risks occur, our business, operating results, liquidity and financial condition could be materially affected in an adverse manner. Under such circumstances, the trading price of our securities could decline, and you may lose all or part of your investment.

Risks Related to our Business

We have a limited operating history, and it is difficult to evaluate our financial performance and prospects. There is no assurance that we will achieve profitability or that we will not discover problems with our business model.

We have a limited operating history. As such, it is difficult to evaluate our future prospects and performance, and therefore we cannot ensure that we will operate profitably in the future.

We have limited funds available for operating expenses. If we do not obtain funds when needed, we will have to cease our operations.

Currently, we have limited operating capital. As of June 1, 2009, our cash available was approximately $226,600. In the foreseeable future, we expect to incur significant expenses when developing our business. We may be unable to locate sources of capital or may find that capital is not available on terms that are acceptable to us to fund our additional expenses. There is the possibility that we will run out of funds, and this may affect our operations and thus our profitability. If we cannot obtain funds when needed, we may have to cease our operations.

Our business plan may not be realized.

Our operations are subject to all of the risks inherent in the establishment of a new business enterprise, including inadequate working capital and a limited operating history. The likelihood of our success must be considered in light of the problems, expenses, complications and delays frequently encountered in connection with the development of a new business. Unanticipated events may occur that could affect the actual results achieved during the forecast periods. Consequently, the actual results of operations during the forecast periods will vary from the forecasts, and such variations may be material. In addition, the degree of uncertainty increases with each successive year

presented. There can be no assurance that we will succeed in the anticipated operation of our business plan. If our business plan proves to be unsuccessful, our business may fail and you may lose your entire investment.

We will need additional financing to expand our business, and to implement our business plan. Such financing may not be available on favorable terms, if at all.

If we need funds and cannot raise them on acceptable terms, we may not be able to:

execute our business plan;
acquire or lease our proposed fleet of rental cars;
take advantage of future opportunities, including synergistic acquisitions;
respond to customers, competitors or violators of our proprietary and contractual rights; or
remain in operation.

We will have to raise substantial additional capital if we wish to execute our business plan. There can be no assurance that debt or equity financing, or cash generated by operations, will be available or sufficient to meet our requirements. Additional funding may not be available under favorable terms, if at all.

We may be unable to predict accurately the timing and amount of our capital requirements. We have historically financed our activities through the sale of our equity securities, loans and from lines of credit. We may be required to raise additional funds through public or private financing, bank loans, collaborative relationships or other arrangements. It is possible that banks, venture capitalists and other investors may perceive our capital structure or operating history as too great a risk to bear. As a result, additional funding may not be available at attractive terms, or at all. If we cannot obtain additional capital when needed, we may be forced to agree to unattractive financing terms, change our method of operations, curtail operations significantly, obtain funds through entering into arrangements with collaborative partners or others, or issue additional securities. Any future issuances of our securities may result in substantial dilution to existing stockholders.

Our success will depend on our newly assembled senior management team.

Our success will be largely dependent upon the performance of our senior management team. Investors must rely on the expertise and judgment of senior management and other key personnel. The failure to attract and retain individuals with the skill and experience necessary to execute our business plan could have a materially adverse impact upon our prospects. We currently do not have any key man insurance policies and have no current plans to obtain any; therefore, there is a risk that the death or departure of any director, member of management, or any key employee could have a material adverse effect on operations.

We face significant competition in the car rental industry.

The car rental business is highly competitive. We compete against a number of established rental car companies with greater marketing and financial capabilities. Our market specialization is the rental of hybrid electric and low-emissions cars. Although we believe that we will be the first rental company featuring predominately environmentally friendly cars, we may face difficulty competing against other car rental companies should they devote significant resources to such cars. There can be no assurance that one or more competitors may not initiate a rental business similar to ours, thus compromising the differentiating factor for us. Increased competition in the rental car industry may result in reduced operating margins, loss of market share and a diminished brand franchise. There can be no assurance that we will be able to compete successfully against our competitors, and competitive pressures faced by us may have a material adverse effect on our business, prospects, financial condition and results of operations.

We are dependent on fleet financing for acquiring cars.

Our ability to purchase and finance our proposed fleet of rental vehicles will depend on the calculation and assignment of risk for the resale value of the vehicles. There can be no assurance that the financing required to purchase and deploy cars will be available to us in order to meet business projections. Our failure to obtain financing for the acquisition of cars could have a material adverse effect on our business and prospects.

We may not maintain insurance sufficient to cover the full extent of our liabilities.

We intend to maintain various forms of insurance. However, such insurance has limitations on liability that may not be sufficient to cover the full extent of such liabilities. Also, such risks may not, in all circumstances, be insurable or, in certain circumstances, we may elect not to obtain insurance to deal with specific risks due to the high premiums associated with such insurance or other reasons. The payment of such uninsured liabilities would reduce the funds available to us. The occurrence of a significant event that we are not fully insured against, or the insolvency of the insurer of such event, could have a material adverse effect on our financial position, results of operations or prospects.

We may not be able to obtain all the necessary licenses and permits required to carry on our business activities.

Our operations may require licenses and permits from various governmental authorities. There can be no assurance that we will be able to obtain all necessary licenses and permits that may be required to carry required business activities.

We may not be able to maintain the information technology and computer systems required to serve our customers.

Our reputation and ability to attract retain, and serve customers are dependent upon the reliable performance of our technology infrastructure and fulfillment processes. Interruptions or technical problems could make our systems unavailable to service customers and could diminish the overall attractiveness of our service to potential customers.

Risks Relating to Our Common Shares

Trading on the OTC Bulletin Board may be volatile and sporadic, which could depress the market price of our common shares and make it difficult for our shareholders to resell their shares.

Our common shares are quoted on the OTC Bulletin Board service. Trading in shares quoted on the OTC Bulletin Board is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common shares for reasons unrelated to operating performance. Moreover, the OTC Bulletin Board is not a stock exchange, and trading of securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on a quotation system like Nasdaq or a stock exchange like Amex. Accordingly, shareholders may have difficulty reselling any of the shares.

Our share is a penny stock. Trading of our share may be restricted by the SEC’s penny stock regulations which may limit a shareholder’s ability to buy and sell our shares.

Our share is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the

shares that are subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common shares.

FINRA sales practice requirements may also limit a shareholder's ability to buy and sell our share.

In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority, or FINRA, has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common shares, which may limit your ability to buy and sell our share.

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common shares.

DESCRIPTION OF BUSINESS

Corporate Overview

The address of our principal executive office is 1333 Ocean Avenue, Suite D, Santa Monica, California 90401. Our telephone number is (310) 310-2598.

Our shares of common stock are currently trading on the OTC Bulletin Board under the Symbol “EGCT.OB”. Our shares of common stock were initially approved for quotation on the OTC Bulletin Board on March 14, 2007 under the name “Heritage Explorations, Inc.” under the symbol “HEEX”. On June 26, 2008, we changed our name to “USR Technology, Inc.” upon completion of our merger with our wholly owned subsidiary, “USR Technology Inc.” and our trading symbol was changed to “USRT”. On September 17, 2008 upon completion of a three (3) for one (1) reverse stock split our trading symbol was changed to “USRI”. There has been intermittent trading in our shares of common stock on the OTC Bulletin Board since we were approved for quotation.

Effective June 11, 2009, we effected a two (2) for one (1) reverse stock split of our issued and outstanding common stock. As a result, our authorized capital decreased from 150,000,000 shares of common stock with a par value of $0.001 to 75,000,000 shares of common stock with a par value of $0.001 and our issued and outstanding shares decreased from 15,020,017 shares of common stock to 7,510,008 shares of common stock.

Also effective June 11, 2009, we changed our name from “USR Technology, Inc.” to “Ecologic Transportation, Inc.”, by way of a merger with our wholly owned subsidiary Ecologic Transportation, Inc., which was formed solely for the change of name.

Corporate History

We were incorporated in the State of Nevada on September 30, 2005 under the name Heritage Explorations Inc. At inception, we were an exploration stage company engaged in the exploration of mineral properties. On August 6, 2006, we entered into a mineral property option agreement, wherein we were granted an option to acquire a 100% undivided right, title and interest in a total of 2 mineral claim units, known as the Strathy Township claim block, located in the Sudbury Mining Division of Ontario, Canada.

On November 1, 2007, based on information that we had available to us, we determined that the Strathy Township property did not, in all likelihood, contain a commercially viable mineral deposit, and we therefore terminated the option agreement. As a result, we investigated several other business opportunities to enhance shareholder value, and focused on the services sector of the oil and gas industry, specifically the provision of directional drilling services to international oil and gas companies, with emphasis on Ultra-Short Radius (USR), Short Radius (SR) and slim hole applications.

On April 16, 2008, we effected a six (6) for one (1) forward stock split of our authorized and issued and outstanding shares of common stock, as approved by our board of directors. As a result, our authorized capital increased from 75,000,000 shares of common stock with a par value of $0.001 to 450,000,000 shares of common stock with a par value of $0.001. Our issued and outstanding share capital increased from 5,960,000 shares of common stock to 35,760,000 shares of common stock.

On June 20, 2008, we merged with our wholly owned subsidiary and changed our name to USR Technology, Inc. The change of name became effective with the OTC Bulletin Board of June 26, 2008 and our shares began trading under the symbol “USRT”.

Also on June 20, 2008, John L. Ogden resigned as President of the company and was appointed Chairman and J. David LaPrade was appointed as President and a Director. Mr. LaPrade has extensive experience in the oil and gas sector, specifically in the drilling of ultra short radius wells. He joined to lead the company in its deployment of USR, SR and other directional drilling services and proprietary well intervention technologies, including Rotary Steerable Tools and USR Mud Motors that are specifically designed to exploit remaining reserves, increase production from marginal wells, restore production from shut in wells and reduce water production. Effective July 1, 2008, we appointed Kamonchai Kesonpat as our Chief Operating Officer.

On August 22, 2008, we entered into an asset purchase agreement with Shuayb K. Al Suleimany wherein we agreed to acquire certain assets consisting of a variety of drilling equipment including drill bits, stabilizers, survey equipment, and two wireline trucks including tools and related components. In consideration for the purchase of the assets, we agreed to issue 738,989 post split restricted shares of our common stock to Shuayb K Al Suleimany. The fair value of the equipment was approximately $738,989. The closing of the transaction described in the asset purchase agreement occurred on August 26, 2008.

On July 3, 2008, we entered into a letter of intent with Euroslot S.A.S., a French company, concerning the granting by Euroslot of a credit against the future supply of certain assets, called Snake ScreenTM (the “Credit”) and an exclusive 20 year worldwide license (the “License”), excluding France, Iran and Russia, to use and market the Snake ScreenTM technology. On September 26, 2008, we entered into the definitive asset purchase agreement and license agreement with Euroslot for the Credit and License. The closing of the transaction occurred on September 26, 2008. In consideration for the Credit and License, we issued 2,000,000 restricted shares of our common stock.

Effective September 17, 2008, we effected a three (3) old for one (1) new reverse stock split of our authorized and issued and outstanding common stock. As a result, our authorized capital decreased from 450,000,000 shares of common stock with a par value of $0.001 to 150,000,000 shares of common stock with a par value of $0.001and our issued and outstanding shares decreased from 37,976,967 shares of common stock to 12,658,989 shares of common stock. The reverse stock split became effective with the Over-the-Counter Bulletin Board at the opening for trading on September 17, 2008 under the stock symbol “USRI”.

On November 10, 2008, J. David LaPrade resigned as President and a Director of the Company and Kamonchai Kesonpat resigned as Chief Operating Officer of the Company. As a result of the resignations of Mr. LaPrade and Mr. Kesonpat, John Ogden was appointed as President and remained as Chairman. From this time until the merger

with Ecologic Sciences, Inc. (formerly, Ecologic Transportation, Inc.) our board of directors consisted solely of John Ogden.

During our quarter ended November 30, 2008, we ceased drilling services operations pending the receipt of additional financing. We required equity financing from the sale of our common stock to be able to execute our business plan and continue to make further acquisitions. Our management was unable to secure additional financing and as a result our management investigated additional opportunities for our company in all industry sectors.

On April 26, 2009, we entered into an agreement and plan of merger, as amended, with Ecologic Sciences, Inc. (formerly, Ecologic Transportation, Inc.), a private Nevada corporation and Ecological Acquisition Corp., a private Nevada corporation and wholly-owned subsidiary of our company. Ecological Acquisition Corp. was formed by our company for the purpose of acquiring all of the outstanding shares of Ecologic Sciences, Inc. (formerly, Ecologic Transportation, Inc.). Pursuant to the agreement and plan of merger, as amended, Ecologic Sciences, Inc. (formerly, Ecologic Transportation, Inc.) was to be merged with and into Ecological Acquisition Corp., with Ecologic Sciences, Inc. (formerly, Ecologic Transportation, Inc.) continuing after the merger as a wholly-owned subsidiary of our company.

Pursuant to the terms of the Agreement and Plan of Merger, as amended:

effective June 11 2009, we effected a two (2) old for one (1) new reverse stock split of our issued and outstanding common stock. As a result, our authorized capital decreased from 150,000,000 shares of common stock with a par value of $0.001 to 75,000,000 shares of common stock with a par value of $0.001 and our issued and outstanding shares decreased from 15,020,017 shares of common stock to 7,510,008 shares of common stock;
effective June 11, 2009, we changed our name from “USR Technology, Inc.” to “Ecologic Transportation, Inc.”, by way of a merger with our wholly owned subsidiary Ecologic Transportation, Inc., which was formed solely for the change of name. The name change and forward stock split became effective with the Over-the-Counter Bulletin Board at the opening of trading on June 11, 2009 under the new stock symbol “EGCT”. Our new CUSIP number is 27888B 105;
certain of our pre-closing stockholders canceled 4,000,004 pre-consolidated shares of our common stock for no consideration for the purpose of making our capitalization more attractive to future equity investors; and
certain affiliates of our company cancelled an aggregate of $108,500 of debt at no consideration.

On July 2, 2009, Ecological Acquisition Corp. was merged into Ecologic Sciences, Inc. (formerly, Ecologic Transportation, Inc.) with Ecologic Sciences, Inc. (formerly, Ecologic Transportation, Inc.) being the sole surviving entity under the name “Ecologic Sciences, Inc.” and our company being the sole shareholder of the surviving entity.

History of Ecologic Sciences, Inc. (formally Ecologic Transportation, Inc.)

Ecologic Sciences, Inc. was incorporated on December 16, 2008 and commenced operations on December 18, 2008. Ecologic Sciences, Inc. entered into a Lease Agreement on its office in Santa Monica, California in December 2008 to commence operations. Ecologic Sciences, Inc. retained Chase Mellen Esq. as its legal counsel and commissioned and received a full legal opinion as to the company’s standing, legality of its stock issuance and conformity with all laws governing corporate formation in Nevada and California. The company offered William N. Plamondon III to become its Chief Executive Officer and a Director on January 8, 2009 and Mr. Plamondon accepted the offer and, effective January 30, 2009, the company entered into an employment agreement with Mr. Plamondon whereby he will serve as the company’s chief executive officer for a term of three years with an annual compensation of $420,000. Mr. Paul Christianson accepted an offer to become Vice President of Rental Car Operations and Ms. Erin E. Davis accepted an offer to become Vice President of Marketing. Ms. Davis was subsequently offered the position of Secretary and accepted the offer. The company hired Moore & Associates, Chartered Accountants and Advisors, a PCAOB registered auditor, to perform an audit of our financial statements as of December 31, 2008. The company subsequently retained the auditor to perform a quarterly review of the company’s financial statements.

Copies of the company’s financial statements are attached as Exhibit 99.1 and 99.2 to this Current Report on Form 8-K.

Ecologic Sciences, Inc. engaged Audio Eye, Inc. a Santa Monica, California based interactive agency to build out its Internet presence with the Ecologic website which includes a home site, rental car site and a systems site. The company negotiated a fixed price of $180,000 for the web development, to be paid in the form of the company’s common stock priced at $1.80 per share. The company entered into a separate Agreement with Audio Eye, Inc. to build out its Ecologic Talk Radio web portal for $90,000 to be paid in the form of the company’s common stock. The talk radio media web portal will have online radio and video capabilities and be able to have U.S. and international distribution as well as the capability to be distributed through Apple Computer’s IPhone and other smart phone mobile technologies.

Business Subsequent to the Acquisition of Ecologic Sciences, Inc. (formerly, Ecologic Transportation, Inc.)

Our Business

As of the closing date of the agreement and plan of merger on July 2, 2009, we are a development stage company in the business of environmental transportation. We are structured with three primary operating units:

	(a)	rental car division: which will focus on an environmental rental car operation;

	(b)	systems division: which will focus on an alternative energy operation charged with the development and management of “enhancing” gas stations with alternative clean energy options and solutions; and

	(c)	products division: that will develop, acquire and license environmentally friendly products to be distributed by our rental car and systems divisions.

Car Rentals

Currently, we intend to rent only environmentally friendly vehicles in the compact, full-size and sport-utility vehicle classes. We intend to rent cars on daily, multi-day, weekly and monthly basis. We expect that our primary source of revenue will consist of “base time and mileage” car rental fees which can include daily rates including mileage. We expect to also charge an additional fee for one-way rentals to and from specific locations. In addition to rental fees, we intend to sell other optional products to our customers, such as collision or loss damage waivers, supplemental liability insurance, personal effects coverage and gasoline.

Our customers will make rental reservations via our website, www.ecologictranspo.com, at our proposed partners’ websites, at the rental counter at any of our proposed locations, by phone, through several online travel websites that we intend to partner with or through a corporate account program in place with their employers.

We have held discussions with auto manufacturers such as Volkswagen, Toyota and Nissan about coupling green marketing initiatives with fleet sale programs.

Systems

We intend to develop and manage the “greening” of gas stations along with retrofitting them with alternative energy options and solutions. To build this infrastructure, we intend to provide turnkey management, installation, and integration of equipment procurement, equipment installation, contracting, fuel, and regulatory tax incentive and grant subsidization proposals.

We have signed a Memorandum of Understanding (“MOU”) dated May 12, 2009 with Green Solutions & Technologies, LLC (“GST”) a California based company that provides consumers with direct access to more environmentally friendly “green” fuels and technologies. GST, its principals and associates represent approximately 2,000 gas stations in California, Texas, Minnesota and Florida and have been involved in the retail distribution of energy products for over 20 years. Our MOU with GST, and the subsequent formal operating agreement, which has not yet been entered into, will call for GST to assist the company in negotiating contracts with the owners of gas stations whereby our company would represent their interest in arranging for the integration of alternative fuel options and enhancements such as solar panels. To date the clean fuels represented are CNG, Bio-Diesel, and Flex-

Fuel (Ethanol, E-10, E20, E-85).

Sales, Marketing, and Advertising

Our primary marketing objective will be to convey to customers that we are the only transportation company committed to the environment. We will seek to appeal to eco-conscious customers by stressing the interrelated environmental and economic benefits of renting our proposed environmentally friendly cars, using our proposed infrastructure, and purchasing our proposed environmental products.

We have developed a strategic media program for which our Ecologic Talk Radio will be the platform. We have designed our Ecologic Talk Radio media web portal and have retained Audio Eye, Inc. to build and develop it as part of the Ecologic Talk Radio media portal and online radio operation, we have procured equipment necessary to operate a premier online talk radio operation. The equipment includes a call center board, microphones, headsets, mixer and computer. We have recently finished negotiating the services of Richard Kepler to head up the Ecologic Talk Radio unit. Mr. Kepler is a veteran of traditional AM/FM Talk Radio with 15 years as the host of his own morning show in Philadelphia. Mr. Kepler is a pioneer of Internet Radio as a co-founder of Voice America, Boombox Radio and Renegade Talk. Effective June 29, 2009, the company entered into an employment agreement with Mr. Kepler whereby Mr. Kepler is to be vice president of radio operations for a term of two years with an annual compensation of $36,000. Pursuant to the terms of the employment agreement, Mr. Kepler’s annual compensation shall increase to $60,000 per annum on December 29, 2009. Mr. Kepler will be responsible for content development, recruitment of additional hosts and marketing initiatives. Although we believe the marketing and branding benefits that could arise from Ecologic Talk Radio are reason enough to have initiated the operation it is management’s goal that Ecologic Talk Radio will become a cash-flow positive operation and a profit center.

Other than as disclosed above, currently, our sales, marketing, and advertising efforts are minimal because of our size and limited financial resources.

Products

We intend to promote, develop, acquire and license environmental products and services.

Our Business Strategy

We believe that growth in demand for environmentally friendly cars and the anticipated increase in production of new models of these vehicles by major automakers have created an opportunity for an environmentally friendly transportation company such as ours. We intend to capitalize on our position as a prime mover in this market by executing a comprehensive business strategy.

Our business model supports growth while holding true to our planet-friendly mission. Our first objective is to purchase our fleet of rental cars and to secure our proposed rental locations. We expect that as costs of gasoline and prices continue to rise, demand for our environmentally-friendly, higher mile per gallon proposed fleet will increase. Our intended business operations and purchase of our fleet will be contingent on our company receiving financing.

This growing demand will allow us to add to our proposed fleet and additional rental locations. We intend to market our fleet to state governments, local governments and environmentally conscious organizations. Our business will continue to expand as more manufacturers make more hybrid, electric, CNG and other environmental vehicles. We will be able to expand our product offering, capitalizing on our position as the prime mover in the market.

We initially intend to have our rental locations located at airports on the west coast of the United States. Our strategy will be a multi-pronged approach. We intend to:

	1.	enter into service/joint venture agreements with established car rental companies and use their locations to rent our proposed fleet of cars;

	2.	identify acquisition targets for roll up;

	3.	add business to expand acquisitions while “greening” the acquisitions; and

develop new facilities that will also be a platform for Ecologic Systems and Ecologic Products

The execution of our business strategy will be contingent upon and require significant financing. There can be no assurance that such financing will become available or if it does, that it will be offered on favorable terms to us. Our ultimate goal is to achieve a national presence in the car rental industry.

Senior Management Team

We have assembled a senior management team with extensive leadership experience in all facets of the car rental industry. Our team has proven success in growth, acquisition integration, and turnaround situations and can draw on a vast network of industry and functional area experts when needed. Its network of relationships goes beyond this expertise and includes key industry players, including vehicle manufacturers, channel intermediaries such as insurance companies, and representatives of the financial community, where the team has established credibility from its past successes.

Competition

The car rental industry is characterized by intense competition on the basis of price, customer service, vehicle quality and availability and the convenience of rental locations. Our competition consists of national, regional and local companies that provide services in the airport and local markets. Currently, we are aware of no other major car rental company that rents only environmentally friendly cars. In the future, we anticipate competition and the eventual loss of our exclusive status. Through increased competition, however, we believe there will be corresponding benefits of increased customer awareness of our environmentally friendly rental cars, lower financing costs and improved results in the pre-owned sales market. Some of our competitors may have greater financial and other resources than we do or may be better positioned to compete for certain opportunities.

We are not aware of any other all environmental transportation company working to “green” gas stations, provide an environmental fueling infrastructure, or promote environmental transportation products.

Insurance

The nature of our proposed car rental business exposes us to a certain degree of risk of liability. Of primary concern are accidents involving vehicles rented from our proposed fleet, which exposes us to claims by customers or third parties for personal injury or property damage. We intend to manage our exposure through a combination of qualified self-insurance and risk transfer to insurance companies.

Government Regulation

Our operations will be subject to various federal, state and local laws, regulations, and controls including the leasing and sale of used cars, licensing, charge card operations, reservation policies, privacy and personal data protection, environmental protection, labor matters, insurance, prices, and advertising. We believe we are in compliance with any such regulations affecting our business.

Environmental Matters

Our business will be subject to various federal, state, and local government environmental regulations. The use of cars and other vehicles is subject to various governmental requirements designed to limit environmental damage, including those caused by emissions, discharge of gasoline, oil and other waste materials. Environmental legislation, regulations, and related administrative policies have changed rapidly in recent years. There is a risk that governmental environmental requirements, or enforcement thereof, may become more stringent in the future and that we may be subject to legal proceedings brought by government agencies or private parties with respect to environmental matters.

In addition, if we are successful in executing our business strategy, we may become exposed to additional environmental risks. If we acquire other rental companies, we may become subject to environmental liabilities for past conduct of such acquired companies. Further, at airport-leased properties we may acquire, we may be subject to environmental requirements imposed by airports, in addition to those obligations imposed by environmental

regulatory agencies. Finally, our business of retrofitting fueling stations and gas stations may be subject to additional environmental requirements, state and federal.

While we believe that we are in substantial compliance with applicable requirements of environmental laws, we cannot offer assurance that our future environmental liabilities will not be material to our consolidated financial position, results of operations, or cash flows.

Dealings with Renters

In the United States, car rental transactions are generally subject to Article 2A of the Uniform Commercial Code, which governs “leases” of tangible personal property. Car rental is also specifically regulated in more than half of the states of the United States. The subjects of state regulation include the methods by which we advertise, quote and charge prices, the consequences of failing to honor reservations, the terms on which we deal with vehicle loss or damage (including the protections we provide to renters purchasing loss or damage waivers) and the terms and method of sale of the optional insurance coverage that we offer. Some states regulate the price, at which we may sell loss or damage waivers, and many state insurance regulators have authority over the prices and terms of the optional insurance coverage we offer.

We are subject to increasing regulation relating to customer privacy and data protection. In general, we are limited in the uses to which we may put data that we collect about renters, including the circumstances in which we may communicate with them. In addition, we are generally obligated to take reasonable steps to protect customer data while it is in our possession. Our failure to do so could subject us to substantial legal liability or seriously damage our reputation.

Seasonality

There is seasonality only in the car rental sector of our company. The car rental industry tends to be seasonal. The third quarter, during the peak summer months of July and August, has traditionally been the strongest quarter of the year in terms of numbers of rentals and rental rates.

Employees

Currently, we have 3 full time employees in addition to our directors and executive officers.

Over the next twelve months, we intend to significantly increase the number of our employees to 50.

Facilities

Our corporate headquarters are located at 1333 Ocean Avenue Suite D, Santa Monica, California 90401.

Intellectual Property

The Company has filed a trademark application with the US office of Trademarks to trademark the name “Ecologic Transportation, Inc.” and the following logo for our company:

Subsidiaries

Other than as described below, we do not have any subsidiaries:

Ecologic Sciences, Inc.
Ecologic Car Rentals, Inc., a Nevada Corporation
Ecologic Systems, Inc., a Nevada Corporation

ITEM 3.02 – UNREGISTERED SALES OF EQUITY SECURITIES

On July 2, 2009, we issued 17,309,486 shares of our common stock to the former shareholders of Ecologic Sciences, Inc. (formerly, Ecologic Transportation, Inc.) in consideration for the acquisition of all of the issued and outstanding common shares in the capital of Ecologic Sciences, Inc. (formerly, Ecologic Transportation, Inc.). We issued 17,209,486 shares to forty-seven (47) U.S. persons, as that term is defined in Regulation S of the Securities Act of 1933, relying on Section 4(2) of the Securities Act and/or Rule 506 of Regulation D, promulgated under the United States Securities Act of 1933, as amended, and 100,000 shares to one (1) non-U.S. person pursuant to an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended.

On July 1, 2009, we entered into a debt settlement subscription agreement with John L. Ogden, a director of our company, whereby Mr. Ogden has agreed to accept, in full satisfaction of the $55,417 currently owing to him, 110,834 restricted shares of our common stock issued at a deemed price of $0.50 per share. A copy of the agreement is attached to this Current Report as Exhibit 10.8. These shares were issued to one (1) U.S. person (as that term is defined in Regulation S of the Securities Act of 1933) relying upon Rule 506 of Regulation D of the Securities Act of 1933.

ITEM 5.01 – CHANGES IN CONTROL OF REGISTRANT

Upon closing of the transactions contemplated by the agreement and plan of merger on July 2, 2009, we issued 17,309,486 shares of our common stock to the former shareholders of Ecologic Sciences, Inc. (formerly, Ecologic Transportation, Inc.) in consideration for the acquisition of all of the issued and outstanding common shares in the capital of Ecologic Sciences, Inc. (formerly, Ecologic Transportation, Inc.).

As of the closing date, the former shareholders of Ecologic Sciences, Inc. (formerly, Ecologic Transportation, Inc.) held approximately 75.85% of the issued and outstanding common shares of our company.

ITEM 5.02 – DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS AND PRINCIPAL EMPLOYEES; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On July 2, 2009, in connection with the closing of the agreement and plan of merger, we appointed William N. Plamondon III , Edward W. Withrow III, Edward W. Withrow Jr. and Shelly J. Meyers to our board of directors.

Our board of directors now consists of John L. Ogden, William N. Plamondon III , Edward W. Withrow III, Edward W. Withrow Jr. and Shelly J. Meyers.

On closing of the agreement and plan of merger, John Ogden resigned as President of the Company and our Officers now consist of William N. Plamondon III (President and Chief Executive Officer) and Erin E. Davis (Corporate Secretary and Vice President of Marketing and Communications).

Additionally, Paul Christensen has been appointed as Vice President of Rental Operations

Business Experience

The following is a brief account of the education and business experience of our directors and executive officers, indicating their principal occupations during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

William N. Plamondon III – President, Chief Executive Officer and Director

Mr. Plamondon has served over 30 years in a variety of industries as Chief Executive Officer and Chief Restructuring Officer for both public and private companies. In his various roles as an executive, a board member, and an advisor, Mr. Plamondon realized that a critical success factor for any venture was the ability to get the right experience matched with the appropriate perspective. Mr. Plamondon has purchased over $500 million in acquisition value businesses and sold companies with enterprise values of over $1 billion. He has secured financings in excess of $3 billion.

As CEO of R.I. Heller & Co., LLC, Mr. Plamondon served on a variety of assignments such as the Chief Executive Officer of Advantage Car Rental. An expert in distributed management, he was brought in to plan and execute a restructuring. He also served as CEO for EV Rental Cars, LLC. Mr. Plamondon recently completed an assignment where he served as the interim CEO for Protein Polymer Technologies, Inc., a biomedical device company based in San Diego, CA. Prior to these assignments, he served as an Advisor to the CEO, CFO and the Board of Directors of Murray, Inc., a manufacturing company, pre and post filing for Chapter 11. Simultaneously, he served as the Chief Restructuring Officer for May Logistics Services where he restructured $100 million bank debt and sold a $20 million operating division of the company.

Prior to those assignments, Mr. Plamondon was President and Chief Executive Officer of ANC Rental Corporation, the parent company of Alamo Rent A Car and National Car Rental, a 2.5 billion dollar global company with over 14,000 employees. Following a successful restructuring including the renegotiation of all franchising agreements, the company was sold in October, 2003. He was appointed by the Board with the consensus of secured and unsecured creditors after serving as Chief Restructuring Officer, where he was responsible for developing and implementing a strategic plan to return the company to profitable growth in the aftermath of the travel industry slowdown following September 11, 2001. His tenure with the business began in June of 2000 when he was named to serve on ANC's board of directors, where he chaired the audit committee.

In December 2000, Mr. Plamondon joined E&Y Capital Advisors, LLC, a subsidiary of Ernst & Young LLP, as a consultant in its Restructuring Advisory Services Group. In addition to participating in client engagements, he developed and managed a "crisis management" resource to provide clients with experienced candidates for the positions of CEO, CFO and COO.

Prior to forming R.I. Heller & Co., LLC, Mr. Plamondon served as CEO of the First Merchants Acceptance Corporation, a $750m publicly-held financial services company. There he managed the turnaround, financial restructuring and sale of the company.

For more than 19 years Mr. Plamondon was with Budget Rent a Car. He began his career at Budget in 1978 in Franchise Development. As Vice President, Franchised Operations, he built the company's functions in Field Operations, Training and Development, and Acquisition and Refranchising, managing more than 25 transactions and $350 million in assets.

As Budget transitioned from a franchising to an operating company, Mr. Plamondon successfully restructured the Florida operations, the company's largest acquisition a $100 million subsidiary. In 1989, he returned to Corporate Headquarters as Executive Vice President of Sales and Marketing and later EVP North America.

In 1992, at the direction of Ford Motor Company and Budget's Board of Directors, Mr. Plamondon was named President of Budget Rent a Car; the title of CEO was added the following year. In this capacity, he was responsible for acquisitions integration, organizational development, and cost restructuring at the $2.5 billion company, whose more than 3200 locations spanned 117 countries. Mr. Plamondon left Budget in 1997 with the successful sale of the company to Team Rental Group.

Mr. Plamondon has served on the boards of private and public companies, as well as non-profit organizations. He was a founding member of the National Tourism Organization and formerly served on the Board of American Car Rental Association and the International Franchise Association. He currently serves on the Board of Trustees for North Central College, the Board of Directors of Protein Polymer Technologies, Inc., and is a 7-year member of the Executive Advisory Committee for Give Kids the World. Mr. Plamondon is an active member of the American

Bankruptcy Institute and the Turnaround Management Association. He is an accomplished key-note speaker for organizations and conventions worldwide.

Edward W. Withrow III - Chairman & Founder, Director

Mr. Withrow has over 20 years of experience as a financier, wherein he has developed an expertise in finding small undervalued and under-funded companies and creating value with them. In 1992 Mr. Withrow created Box Office Partners I, II, & III, a series of funds that provided off-balance sheet financing for foreign film distributors. In 1994 Mr. Withrow became a pioneer in the development of sell-thru educational entertainment video into grocery stores chains which led to the creation of Family Store Entertainment, LLC an educational entertainment company involved in production, licensing, acquisition and distribution of children’s entertainment. In 1998 Mr. Withrow co-founded Simplyfamily.com an Internet based an integrated affinity community.

In 2000, Mr. Withrow founded Huntington Chase Financial Group, LLC and Huntington Chase, Ltd. to engage in venture capital and merchant banking activities. From 2000 until the present, Mr. Withrow acquired, restructured, merged, created and was a senior advisor to 10 companies. From 2002 to 2004, Mr. Withrow was the CEO of Reward Enterprises, Inc., a public company and early adopter of VOIP telecommunications in the international market with operations in North Africa and India. In 2003 to 2004 Mr. Withrow founded Symphony Card, LLC a stored value debit card targeting the West African nation of Nigeria in partnership with Fountain Trust Bank, PLC.

From 2004 to 2005, Mr. Withrow became the CEO of Addison-Davis Diagnostics, Ltd, a leading edge point-of-care diagnostic company. From 2005 to present, Mr. Withrow co-founded of Eaton Scientific Systems, Ltd., a biotechnology company and developed a patent pending non-hormonal treatment for women in menopause and post cancer treatments. Mr. Withrow was co-author of the Patent. From 2006 to present, Mr. Withrow was a co-founder of Montecito Bio Sciences, Ltd. an innovative diagnostic company. He is the author of several patents in the life sciences space. In 2006 Mr. Withrow became a Managing Director of Orient Financial Group, Ltd a Hong Kong registered financial advisory firm headquartered in Hong Kong with representative offices in Geneva, Delhi and Los Angeles.

Mr. Withrow co-founded Save Our Children a non-profit organization that assisted in fundraising activities for charities that focused on child abuse and since 1999 has been actively involved with Planet Hope a non-profit organization that helps homeless mothers and their children.

John L. Ogden - Director

Mr. Ogden has 29 years experience in energy corporate finance, international negotiations, corporate and asset acquisition, business development and energy company management. In 1979, following his qualification as a barrister-at-law in England, he joined Wood Mackenzie & Co., in Edinburgh, Scotland, where he provided a range of advisory services to companies and to state entities and co-authored the most authoritative reference work for petroleum operations, finance and economics in northwest Europe. In 1982 he established and headed an energy team for Sheppards & Chase in London, building a successful natural resource corporate finance business. He was responsible for arranging the funding for Finance for Energy Limited, a provider of project finance to U.S. independent oil and gas companies, and subsequently served as a managing director. In 1985, Mr. Ogden established an independent corporate financial consulting business, initially in London and subsequently in Houston, specializing in domestic and international energy issues and providing acquisition and divestiture advice and execution; corporate financial consulting; corporate development and strategic advice; and contract negotiation and structuring. In 1995 he co-founded Wood Roberts, LLC, an energy corporate finance and advisory firm. As well as several mergers, acquisitions and financings in the exploration and production sectors, Mr. Ogden has advised companies with interests in ultra-short radius drilling to increase production from older oil and gas fields, and in various areas of alternative energy.

He holds a law degree, LL.B. (with honors), from the University of Leeds and was admitted as a Barrister-at-Law (Inner Temple) in England in 1979.

Edward W. Withrow Jr. - Director

Mr. Withrow has over 20 years of experience as a financier, wherein he has developed an expertise in finding small undervalued and under-funded companies and creating value with them. In 1992 he created Box Office Partners I, II, & III, a series of funds that provided off-balance sheet financing for foreign film distributors. In 1994 Mr. Withrow became a pioneer in the development of sell-thru educational entertainment video into grocery stores chains which led to the creation of Family Store Entertainment, LLC an educational entertainment company involved in production, licensing, acquisition and distribution of children’s entertainment. In 1998 Mr. Withrow co-founded Simplyfamily.com an Internet based integrated affinity community.

From 2004 to 2005, Mr. Withrow was CEO of Addison-Davis Diagnostics, Ltd, a leading edge point-of-care diagnostic company. In 2005 (to present) he co-founded Eaton Scientific Systems, Ltd., a biotechnology company and developed a patent pending non-hormonal treatment for women in menopause and post cancer treatments. Mr. Withrow was co-author of the Patent. In 2006 (to present) Mr. Withrow was a co-founder of Montecito Bio Sciences, Ltd. an innovative diagnostic company. He is the author of several patents in the life sciences space. Also in 2006 (to present) Mr. Withrow became a Managing Director of Orient Financial Group, Ltd a Hong Kong registered financial advisory firm headquartered in Hong Kong with representative offices in Geneva, Delhi and Los Angeles.

Shelly J. Meyers - Director

Shelly Meyers has over 20 years of financial and investment experience. She is Founder and President of Palisades Management LLC, a Registered Investor Advisor (RIA) that provides investment management services to high net worth individuals and institutions. The firm also provides strategic advisory services to corporations pertaining to corporate finance and capital market activities.

Prior to founding Palisades Management,in June 2007 Ms. Meyers served as Executive Vice President for Pacific Global Investment Management Company (PGIMC), where she played an integral role in launching PGIMC’s high net worth management business, merging the separately managed account business of Meyers Capital Management (“MCM”) into PGIMC in mid-2003. While at PGIMC, the Firm’s high net worth business grew from less than $1,000,000 to approximately $100,000,000. Ms. Meyers also managed the Pacific Advisor Funds’ Multi-Cap Value Fund from inception (April 2002) to a five-year record that beat the S&P 500 on an annualized basis, and which ranked the Fund in the top 10% in its five year Morningstar peer group.

Ms. Meyers founded MCM and the Meyers Investment Trust in June 1996, and managed the Trust’s Meyers Pride Value Fund from inception in June 1996 to September 2001. The Fund was awarded a five star ranking by Morningstar under her management, and in 2001 Morningstar with Ms. Meyers as manager recognized the Fund as the #1 large-cap value fund in the United States. The Meyers Value Fund was sold to Citizens Funds in September 2001 with Ms. Meyers serving as sub-advisor until October 2002.

From 1993 to 1996, Ms. Meyers served as Assistant Vice-President at The Boston Company Asset Management, Inc. (“BCAM”). She acted as an Assistant Portfolio Manager and equity research analyst for the institutional investment group in a team responsible for equity investments valued at $10 billion. Prior to that, she served in the Finance Department at Chevron Corp, and was the first woman sent to important oil and gas operations throughout Asia and the South Pacific.

Ms. Meyers has often addressed national audiences on investing issues, with regular appearances on CNBC’s Power Lunch , CNN, and Bloomberg TV. She has also been featured in publications such as The Wall Street Journal, The New York Times, Investor’s Business Daily, USA Today, The Washington Post, Mutual Fund Magazine and Business Week. In 1998, Ms. Meyers was named to the Board of Trustees for E*Trade Funds, serving until September 2006. She was elected to the U.S. National Registry of Who’s Who, first listed in the year 2000 edition.

Ms. Meyers received her MBA from Dartmouth College’s Amos Tuck School of Business Administration. She received her BA with a major in Political Science and minor in Economics from the University of Michigan. Ms. Meyers was issued a CPA license by the state of California in 1990.

Erin E. Davis - Secretary and Vice President of Marketing and Communications

Ms. Davis has over 20 years of experience in the retail, restaurant and hospitality, media and travel industries. Specializing in the fields of communication/public relations/investor relations, mergers and acquisitions, organizational development, and performance enhancement, she has increased stakeholder value for both public and private global companies. She has over 15 years of experience working with companies throughout merger and acquisition periods, as well as bankruptcy restructuring. Having completed numerous mergers and acquisitions, she has refined her ability to quickly and accurately perform assessments and build teams to position companies for success. As a part of this process and in company restructurings, she has implemented strategic internal and external communication plans that have facilitated smooth transitions. Her unique skill set includes expertise in branding and co-branding to both the marketplace and internal audiences.

From 2005 to 2007 Ms. Davis served as Corporate Secretary and Vice President of Public Relations for Protein Polymer Technologies, Inc., a biotechnology company in California. She successfully completed their investor relations’ presentations, designed acquisition strategies, and headed up their public relations and investor relations. She also recently completed an assignment with Murray, Inc., a manufacturing company, on their pre and post bankruptcy filing communication and documentation. Prior to that, from 2002 to 2003, she was with ANC Rental Corporation as Vice President of Communications, leading both internal communication programs and external public relations including their worldwide franchising system. Ms. Davis has extensive training and development experience in a variety of big box retail chains and restaurants. Additionally, she is accomplished in media production work in the music industry and industrial film arena.

Ms. Davis worked with both financial institutions and operations executives executing a European insolvency with the German subsidiary of ANC. Additionally, she played a key role shutting down a failed roll-up with an international company. She is a certified executive coach, an award winning seminar speaker, and is an active member of the Turnaround Management Association and the American Bankruptcy Institute.

Paul Christensen – Vice President of Rental Operations

Mr. Christensen has over 30 years of experience managing both corporate, franchise and independent operations primarily in the Western United States. He has served in a number of capacities including Zone and Regional Vice President and Chief Operating Officer. He has spearheaded numerous acquisitions of rental car businesses as the firms with whom he was employed executed consolidation strategies. Mr. Christensen has also owned and operated a structural steel fabrication and erection business, which he subsequently sold.

Most recently, he managed the day-to-day operations including fleet management for EV Rental Cars. He spent 13 years with the Hertz Corporation between 1971 and 1984 managing various locations including Dallas, New Orleans, and Los Angeles Airport ultimately becoming responsible for all Southern California Pool operations at Hertz. As the Bay Area Manager for Budget he oversaw Western Corporate Operations. During this period he assisted in the successful acquisition of Reno, Monterey, Sacramento, Fresno and a number of local market locations.

As COO for Budget of Southern California Mr. Christensen controlled Budget's largest franchise operation for a six-year period. After the successful sale of this franchise he owned and operated the steel business in the San Francisco Bay Area. From 1997 to 1999,, as Western Regional Vice President for DTAG he again was involved in operations and in the acquisitions of San Diego, California, Orange County, California, Denver, Colorado, and Phoenix, Arizona. He reopened the Ontario, California Airport Operation and tripled the overall California fleet for DTAG during his tenure. Most recently from 2001 to 2003 he worked with the ANC Rental Corporation as General Manager for the Southern California Area.

Mr. Christensen's close involvement with the West coupled with his overall years of operational experience make him a valuable addition to our team. He is member of the American Car Rental Association, completed the internal MBA training program with Hertz, and is Zenger Miller Course graduate. He is also a Vietnam Era Veteran.

Family Relationships

Other than as described below, there are no family relationships among our directors or executive officers.

Edward W. Withrow, Jr is the father of Edward W. Withrow III; Erin E. Davis is the wife of William N. Plamondon III.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not been involved in any of the following events during the past five years:

1.	any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

2.	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

3.	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

4.	being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS

(a)	Financial Statements for Ecologic Sciences, Inc. (formerly, Ecologic Transportation, Inc.)

	(1)	Audited Financial Statements for the years ended December 31, 2008

	(2)	Interim Financial Statements for the periods ended March 31, 2009

(b)	Exhibits

Exhibit	Description
Number

(3)	Articles of Incorporation and Bylaws

3.1	Articles of Incorporation (incorporated by reference to our registration statement on form SB-2 filed on November 30, 2006).

3.2	Bylaws (incorporated by reference to our registration statement on form SB-2 filed on November 30, 2006).

3.3	Certificate of Change filed with the Secretary of State of Nevada on April 2, 2008 (incorporated by reference from our Current Report on Form 8-K filed on April 21, 2008).

3.4	Articles of Merger (incorporated by reference from our Current Report on Form 8-K filed on June 26, 2008).

3.5	Certificate of Change filed with the Secretary of State of Nevada on August 29, 2008 with respect to the reverse stock split (incorporated by reference from our Current Report on Form 8-K filed on September 17, 2008).

3.6	Articles of Merger (incorporated by reference from our Current Report on Form 8-K filed on June 11, 2009).

3.7	Certificate of Change filed with the Secretary of State of Nevada on May 15, 2009 with respect to the reverse stock split (incorporated by reference from our Current Report on Form 8-K filed on June 11, 2009).

3.8*	Articles of Merger filed with the Secretary of State of Nevada on July 2, 2009 with respect to the merger between our wholly owned subsidiary, Ecological Acquisition Corp. and Ecologic Sciences, Inc.

(10)	Material Contracts

10.1	Agreement and Plan of Merger dated April 26, 2009 (incorporated by reference from our Current Report on Form 8-K filed on April 30, 2009).

10.2*	Employment agreement dated January 30, 2009 between our company and Mr. Plamondon.

Exhibit	Description
Number

10.3*	Agreement dated April 28, 2009 between our company and Audio Eye, Inc.

10.4*	Agreement dated May 15, 2009 between our company and Audio Eye, Inc.

10.5*	Employment agreement dated June 29, 2009 between our company and Mr. Kepler.

10.6*	Memorandum of Understanding dated May 12, 2009 between our company and Green Solutions & Technologies, LLC

10.7*	Form of debt settlement subscription agreement dated July 1, 2009 between our company and John L. Ogden.

(21)	Subsidiaries of the Registrant

21.1	Ecological Sciences, Inc. Ecologic Car Rentals, Inc. Ecologic Systems, Inc.

(99)	Additional Exhibits

99.1*	Audited Financial Statements of Ecologic Sciences, Inc. for the years ended December 31, 2008

99.2*	Interim Financial Statements of Ecologic Sciences, Inc. for the periods ended March 31, 2009

SIGNATURES

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

ECOLOGIC TRANSPORTATION, INC.

/s/ William N. Plamondon III
William N. Plamondon III
Chief Executive Officer
Dated: July 9, 2009

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”), dated as of January 30, 2009 (the “Effective Date”), is made by and among William Plamondon (“Executive”) and Ecologic Transportation, Inc. or its successor company, a Nevada corporation (the “Company”).

WHEREAS , Executive will be employed by the Company as its Chief Executive Officer (CEO).

WHEREAS , the members of the Board of Directors of the Company desire to enter into an employment agreement with Executive, which employment agreement from January 30, 2009 through January 30 ^th 2012; and

WHEREAS , the agreed upon terms and conditions of Executive’s continued employment are embodied in this Agreement.

NOW THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive do hereby agree as follows:

Section 1. Employment and Duties . On the terms and subject to the conditions set forth in this Agreement, subject to the approval and ratification of Board of Directors, such approvals to be obtained prior January 15 ^th , 2009 to the Effective Date, the Company agrees to employ Executive as its Chief Executive Officer to render such services as would be customary and to render such other services and discharge such other responsibilities as the Board of Directors of the Company may, from time to time, stipulate and which shall not be inconsistent with the position listed above.

Section 2. Performance . (a) Executive accepts the employment as set forth in Section 1 herein and agrees to concentrate all of his/her professional time and efforts to the performance of the services described therein, including the performance of such other services and responsibilities as the Board of Directors of the Company may from time to time stipulate and which shall not be inconsistent with the position listed above.

(b) Without limiting the generality of the foregoing, Executive ordinarily shall devote not less than five (5) days per week (except for vacations and regular business holidays observed by the Company) on a full-time basis, during normal business hours Monday through Friday. Executive further agrees that when the performance of his/her duties reasonably requires, he/she shall be present on the Company’s premises or engaged in service to or on behalf of the Company at such times except during vacations, regular business holidays or weekends.

Section 3. Term/Termination .

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3.1 Term . The term of employment under this Agreement (the “Employment Period”) shall commence on January 30 ^th 2009 and terminate on January 30 ^th 2012, unless earlier terminated pursuant to the termination provisions set forth herein. Notwithstanding anything to the contrary herein, the parties acknowledge and agree that Executive’s employment may be terminated by the Company only for Due Cause (as hereinafter defined). At the end of the Employment Period, the continuation of Executive’s employment with the Company shall be at the will of the Company and Executive on terms and conditions agreed to by the Company and Executive and there shall be no obligation on the part of the Company or Executive to continue such employment, provided, however, that not later than August 31 ^st , 2011, the Company and Executive shall provide to each other reasonably specific notice of their respective intentions with regard to continuation of Executive’s employment subsequent to the Employment Period.

3.2 Termination for Due Cause . The Employment Period may be terminated for Due Cause only for the following reasons and upon the terms and conditions set forth in this Section 3.2. The Company, by a vote of a majority of the Board of Directors (a “Termination Vote”) may terminate the Employment Period, effective upon written notice of such termination to Executive, such notice made pursuant to Section 7 herein, in the event of (i) a material breach by Executive of his fiduciary duty or duty of loyalty to Company or of his covenants under this Agreement if such material breach is not remedied within fifteen (15) calendar days following written notice by the Company; (ii) the failure of Executive to comply with any material term of this Agreement which materially adversely affects the Company; (iii) commission by Executive of theft or embezzlement of property of the Company or other acts of dishonesty of a material nature and/or commission by Executive of a crime resulting in a material injury to the businesses, properties or reputations of the Company or any of its affiliates; (iv) commission of an act by Executive in the performance of his duties hereunder reasonably determined by a majority of the board of directors of the Company to constitute gross, willful or wanton negligence; (v) willful refusal to perform or substantial neglect of the duties assigned to Executive pursuant to Section 1 of this Agreement if such refusal or neglect is not remedied within fifteen (15) calendar days following written notice by the Company; or (vi) any significant violation of any statutory or common law duty of loyalty to the Company or its affiliates. All compensation paid to Executive shall immediately cease upon termination for Due Cause hereunder except accrued and unpaid compensation and all unvested Stock Options shall immediately expire.

3.3 Termination Due to Death . The Employment Period shall be terminated upon the death of Executive. All compensation paid to Executive shall immediately cease upon such termination except for accrued and unpaid compensation pursuant to Section 4.1 herein and earned but unpaid bonus payments pursuant to Section 4.2 herein. All unvested Stock Options shall immediately become vested.

3.4 Termination Due to Permanent Total Disability . The Employment Period shall be terminated upon the Permanent Total Disability (as defined in this Section 3.4) of Executive following written notice from the Company. Permanent Total Disability is defined as an inability by Executive to perform substantially all of the services required

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pursuant to this Agreement for a continuous period of ninety (90) days or for a period aggregating at ninety (90) days in any consecutive twelve (12) month period when such inability is caused by illness or a physical or mental disability. Such Permanent Total Disability shall be determined by a physician selected jointly by the parties hereto. All unvested Stock Options shall immediately become vested.

3.5 Termination Other Than Due Cause, Death, Disability or Resignation . In the event that Executive’s employment is terminated for reasons other than Due Cause, or resignation, then all Stock Options scheduled to vest within one year of the date of such termination shall vest immediately and the Company shall pay as severance compensation to Executive six (6) months salary compensation at his then annual salary compensation rate, including bonus earned as of the termination date. Any severance compensation paid to Executive shall be paid ratably over the remaining payment period following termination. Any bonus compensation earned as of the termination date shall be paid to Executive pursuant to the bonus payment schedule set forth in Section 4.2 herein.

3.6 Termination by Executive . Executive may terminate the Employment Period (i) in the event the Company has breached a material term or condition of this Agreement which is not cured or remedied within thirty (30) days following written notice by Executive to Board of Directors of Company of such breach or (ii) at Executive’s convenience. In the event that Executive’s resignation is due to an uncured breach by the Company, such resignation shall be deemed a termination by the Company as without Due Cause for purposes of vesting of Stock Options pursuant to Section 4.3 herein and for payments of salary and bonus compensation as set forth in Sections 4.1 and 4.2, respectively, herein. In the event that the Employment Period is terminated by Executive at his convenience, then Executive will be due any earned but unpaid salary, vacation and bonus compensation as set forth in Sections 4.1, 4,2, and 4.3, respectively, herein.

3.7 Surrender of Position and Properties . Upon termination of Executive’s employment with the Company, regardless of the cause therefore, Executive shall promptly be deemed to have resigned from the Company’s Board of Directors and as an officer and director of any of the Company’s affiliates, if serving as such at that time, and shall surrender to the Company or its affiliates all property provided to him by the Company or its affiliates, as applicable, for use in relation to his employment and further, Executive shall surrender to the Company or its affiliates, as applicable, any and all sales materials, lists of customers and prospective customers, investment performance reports, files, patent applications, records, models or other materials and information of or pertaining to the Company or its affiliates or their customers or prospective customers or the products, businesses and operations of the Company or its affiliates.

3.8 Survival of Covenants . The covenants of Executive set forth in Section 5 herein shall survive the termination of the Employment Period or termination of this Agreement.

Section 4. Compensation/Expenses .

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4.1 Salary . In exchange for the services to be rendered by Executive hereunder, the Company agrees to pay, during the Employment Period, a salary at an annual rate of $420,000 at such intervals as may be consistent with the Company’s normal compensation schedule, but not less than once per month.

4.2 Bonus.

(a) The Company shall establish an annual bonus plan of which certain management employees of the Company shall be eligible to participate, which annual bonus plan shall comprise a calendar year (the “Plan Year”). Executive will be eligible to participate in such annual bonus plan during the term of this Agreement with goals (the “Annual Goals”) established and approved by the Board of Directors. Pursuant to this annual bonus plan, Executive shall be eligible for discretionary performance and incentive bonuses if and as may be determined in the sole discretion of the Board of Directors of the Company. The goals that shall be tied to the Company’s Long Term Financial Pro forma and shall serve as the basis of evaluation for any payments awarded pursuant to the Company’s annual bonus plan shall be established and approved by the Board of Directors. At the conclusion of the Plan Year, the Board of Directors shall determine the level of success achieved by the Executive against the Annual Goals and recommend the amount of the annual bonus plan payment. If Executive’s employment is terminated for reasons other than Due Cause or his voluntary resignation, he will be entitled to receive any bonus earned up to the date of termination as reasonably determined by the Board of Directors. All payments related to the annual bonus plan are subject to the prior approval by the Board of Directors and the Company’s ability to make such payments when considering the cash position of the Company.

(b) Plamondon will receive a One Hundred Thousand Dollar ($100,000) bonus after two letters of intent for acquisition of other companies are accepted by the Company’s Board of Directors.

4.3 Stock. The Company hereby grants to Executive the right to purchase the following stock at par value $.001 in the Company. As of the Effective Date of this Agreement, the Company grants Executive 26% of equity in the Company or five million three hundred and nine thousand seven hundred and fifty (5,309,750) shares as of January 15 2009. If the executive voluntarily resigns from office during the period of his employment he must return a proportionate amount of equity on a pro rata basis equal to 66%. However, in the event of a change of control of the Company, all stock will immediately vest.

4.4 Insurance . OPTION 1 Executive if he so elects and if permissible by the Company plans, will be entitled to participate in fringe benefit, health insurance, life insurance, and other programs which Company may adopt from time to time for executives of Company. Participation will be in accordance with any plans and any applicable policies adopted by Company.

OPTION 2 During the Employment Period, the Company shall reimburse Executive for health care insurance including dental as well as reimburse Executive for equivalent life

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insurance coverage. Such reimbursement shall cease once a company benefits plan is in place.

4.5 Business Expenses . Executive shall be reimbursed for business-related expenses that he incurs pursuant to his employment with the Company, such expenses to be timely submitted and reasonable, and subject to the Company’s then standing Expense Reimbursement Policy and the review and approval of the Board of Directors or its authorized designate. Executive shall provide the Company with expense reports detailing business-related expenses and supporting documentation and other substantiation of such expenses that conform to the reporting requirements of the Company and requirements of the Internal Revenue Service. Plamondon is located in the state of Florida and Plamondon will not have to relocate. Plamondon as part of this engagement of Plamondon is required to commute to Company and shall have expenses paid accordingly.

4.7 Vacation . Executive shall be entitled to vacations in accordance with Company policy in effect from time to time. Until written policies are adopted, Plamondon will accrue three (3) weeks vacation during the Initial Term and four (4) weeks vacation during each Additional Term.

4.8 Company Vehicle. Executive will be entitled to an automobile allowance of $750.00 per month or, at the discretion of the Company, to the use of a Company-owned or leased vehicle.

Section 5. Covenants of Executive .

5.1 Confidentiality . During the Employment Period and following the termination thereof for any reason, Executive shall not disclose or make any use of, for his own benefit or for the benefit of a business or entity other than the Company or its affiliates, any secret or confidential information, lists of customers and prospective customers or any other information of or pertaining to the Company or its affiliates that is not generally known within the trade of the Company or its affiliates or which is not publicly available.

5.2 Inventions and Secrecy . Except as otherwise provided in this Section 5.2, Executive (i) shall hold in a fiduciary capacity for the benefit of the Company and its affiliates, all secret and confidential information, knowledge, or data of the Company and its affiliates obtained by Executive during his employment by the Company, which is not generally know to the public or recognized as standard practice (whether or not developed by Executive) and shall not, during his employment by the Company and following the termination of such employment for any reason, communicate or divulge any such information, knowledge or data to any person or entity other than the Company or its affiliates or persons or entities designated by the Company; (ii) shall promptly disclose to the Company all inventions, ideas, devices and processes made or conceived by him along or jointly with others, from the time of entering the Company’s employ and until such employment is terminated and for a one (1) year period following such termination, relevant or pertinent in any way, whether directly or indirectly, to the Company or its

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affiliates or resulting from or suggested by any work which he may have done for or at the request of the Company or its affiliates; (iii) shall at all times during his employment with the Company, assist the Company and its affiliates in every proper way (at the expense of the Company) to obtain and develop for the benefit of the Company inventions, ideas, devices and processes, whether or not patented; and (iv) shall perform all such acts and execute, acknowledge and deliver all such instruments as may be necessary or desirable in the opinion of the Company to vest in the Company, the entire interest in such inventions, ideas, devices and processes referred to in this Section 5.2. Executive and Company each agree that all documents, reports, files, analyses, drawings, designs, tools, equipment, plans (including, without limitation, marketing and sales plans), proposals, customer lists, computer software or hardware, and similar materials that are made by Executive or come into his or its possession by reason of and during the term of Executive’s engagement with Company are the property of Company and will not be used by his in any way adverse to Company’s interests. Executive also agrees not to allow any such documents or things, or any copies, reproductions or summaries to be delivered to or used by any third party without the specific consent of Company. Executive agrees to deliver to the Company, upon demand, and in any event upon the termination of Executive’s engagement, all of such documents and things which are in Executive’s possession or under his or its control. Executive expressly agrees that all of his work product shall be and remain the sole and exclusive property of the Company. Accordingly, all work products eligible for any form of copyright protection shall be deemed a “work made for hire” under the copyright laws and shall be owned by the Company.

5.3 Competition Following Termination . For the six month period (severance period) following termination, for any reason, of Executive’s employment with the Company, Executive shall not, without the prior written consent of the Company, which consent may be withheld at the sole discretion of the Company, (i) engage directly or indirectly, whether as an officer, director, stockholder (of 10% or more of such entity), partner, majority owner, managerial employee, creditor, or otherwise with the operation, management or conduct of any business that competes with the businesses of the Company or its affiliates being conducted at the time of such termination; (ii) solicit, contact, interfere with, or divert any customer served by the Company or its affiliates, or any prospective customer identified by or on behalf of the Company or its affiliates (such customers and prospective customers existing or identified by the Company as of the date of Executive’s termination) if such intention is to divert business from or compete with the Company; or (iii) solicit any person then or previously employed by the Company or its affiliates to join Executive, whether as a partner, agent, employee or otherwise, in any enterprise engaged in a business similar to the businesses of the Company or its affiliates being conducted at the time of such termination. Executive shall not, without the prior written consent of the Company compete in a “Green”transportation company for a period of two (2) years.

5.4 Acknowledgement . Executive acknowledges that the restrictions set forth in this Section 5 are reasonable in scope and essential to the preservation of the businesses and proprietary properties of the Company and its affiliates and that the enforcement thereof

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will not in any manner preclude Executive, in the event of his termination of employment with the Company, from becoming gainfully employed in such manner and to such extent as to provide a reasonable standard of living for himself, the members of his family and those dependent upon him of at least the sort and fashion to which he and they have become accustomed and may expect.

5.5 Severability - Covenants . The covenants of Executive contained in this Section 5 shall each be construed as any agreement independent of any other provision in this Agreement and the existence of any claim or cause of action of Executive against the Company or its affiliates, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company or its affiliates of such covenants. The parties hereto expressly agree and contract that it is not the intention of any party to violate any public policy, statutory or common law, and that if any sentence, paragraph, clause or combination of the same of this Agreement is in violation of the law of any state where applicable, such sentence, paragraph, clause or combination of the same shall be void in the jurisdictions where it is unlawful and the remainder of such provision and this Agreement shall remain binding on the parties to make the covenants of this Agreement binding only to the extent that it may be lawfully done under existing applicable laws. In the event that any part of any covenant of this Agreement is determined by a court of law to be overly broad thereby making the covenant unenforceable, the parties hereto agree, and it is their desire, that such court shall substitute a judicially enforceable limitation in its place, and that as so modified the covenant shall be binding upon the parties as if originally set forth herein.

Section 6. Indemnification . In addition to any rights Executive may have under the Company's charter or by-laws, the Company agrees to indemnify Executive and hold Executive harmless, both during the Term and thereafter, against all costs, expenses (including, without limitation, fines, excise taxes and attorneys' and accountants’ fees) and liabilities (other than settlements to which the Company does not consent, which consent shall not be unreasonably withheld) (collectively, "Losses") reasonably incurred by Executive in connection with any claim, action, proceeding or investigation brought against or involving Executive with respect to, arising out of or in any way relating to Executive's employment with the Company or Executive's service as a director of the Company; provided, however, that the Company shall not be required to indemnify Executive for Losses incurred as a result of Executive's intentional misconduct or gross negligence (other than matters where Executive acted in good faith and in a manner he reasonably believed to be in and not opposed to the Company's best interests). Executive shall promptly notify the Company of any claim, action, proceeding or investigation under this paragraph and the Company shall be entitled to participate in the defense of any such claim, action, proceeding or investigation and, if it so chooses, to assume the defense with counsel selected by the Company; provided that Executive shall have the right to employ counsel to represent him (at the Company's expense) if Company counsel would have a "conflict of interest" in representing both the Company and Executive. The Company shall not settle or compromise any claim, action, proceeding or investigation without Executive's consent, which consent shall not be unreasonably withheld; provided, however, that such consent shall not be required if the settlement entails only the

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payment of money and the Company fully indemnifies Executive in connection therewith. The Company further agrees to advance any and all expenses (including, without limitation, the fees and expenses of counsel) reasonably incurred by the Executive in connection with any such claim, action, proceeding or investigation. The Company currently maintains a policy of directors' and officers' liability insurance covering Executive and, notwithstanding the expiration or earlier termination of this Agreement, the Company shall maintain a directors' and officers' liability insurance policy covering Executive for a period of time following such expiration or earlier termination equal to the statute of limitations for any claim that may be asserted against Executive for which coverage is available under such directors' and officers' liability insurance policy. The provisions of this paragraph shall survive the termination of this Agreement for any reason.

Section 7. Notice . Any notice required or permitted hereunder shall be made in writing (i) either by actual delivery of the notice into the hands of the party hereunder entitled, or (ii) by the mailing of the notice in the United States mail, certified mail, return receipt requested, all postage prepaid and addressed to the party to whom the notice is to be given at the party’s respective address set forth below, or such other address as the parties may from time to time designate by written notice as provided herein and (iii) via facsimile to the fax number provided by the Parties below with a confirmation receipt. Notice will hereby be deemed to be satisfied via the delivery of any of the methods listed above.

If to the Company :

Attn: General Counsel

Chase Mellen

Address: 1157 S. Beverly Dr

Los Angeles, CA 90035

Facsimile

If to Executive :

Address:

4240 Galt Ocean Drive

Suite 404

Fort Lauderdale, FL 33308

Facsimile:

The notice shall be deemed to be received in case (i) on the date of actual receipt by the party and in case (ii) three days following the date of the mailing.

Section 8. Amendment and Waiver . No amendment or modification of this Agreement shall be valid or binding upon: (i) the Company unless made in writing and signed by an officer of the Company, duly authorized by the Board of Directors of the Company or;

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(ii) Executive unless made in writing and signed by him. The waiver by the Company or Executive of the breach of any Provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach of such party.

Section 9. Governing Law/Waiver of Claims/Arbitration . (a) The validity and effect of this Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with, the laws of the State of Nevada without giving effect to the principles of conflicts of laws thereof.

(b) Each Party to this Agreement hereby waives any claim it may have on such other Party due to any past business dealings between the Parties prior to the Effective Date of this Agreement . Additionally, the parties hereto agree that in the event of any and all disagreements and controversies arising from this Agreement or any other agreements between the Company and Executive the breach, termination or validity thereof or the present and future dealings between the parties, such disagreements and controversies shall be subject to a two step mediation and binding arbitration process. The first step will first to a one time mediations session to be held in accordance with the Nevada Bar Associations Mediation guidelines and to be heard in front of a Mediation expert that has been practicing for a period of at least 5 years. If the Parties fail to resolve their dispute via Mediation, the Parties agree to a second step of binding arbitration as arbitrated in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association (the “AAA”) to be held in Las Vegas, Nevada before one neutral arbitrator. Such arbitrator shall be selected by mutual agreement of the parties within thirty (30) days of written notice of a continuing dispute following mediation of said disagreement or controversy. If the parties cannot mutually agree to an arbitrator within thirty (30) days, then the AAA shall designate the arbitrator. Either party may apply to the arbitrator seeking injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Without waiving any remedy under this Agreement, either party may also seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal’s determination of the merits of the controversy). In the event of any such disagreement or controversy, neither party shall directly or indirectly reveal, report, publish or disclose any information relating to such disagreement or controversy to any person, firm or corporation not expressly authorized by the other party to receive such information or use such information or assist any other person in doing so, except to comply with actual legal obligations of such party or unless such disclosure is directly related to an arbitration proceeding as provided herein, including, but not limited to, the prosecution or defense of any claim in such arbitration. The costs and expenses of the arbitration (excluding attorneys’ fees) shall be paid by the non-prevailing Party or as determined by the arbitrator. This paragraph shall survive the termination of this Agreement.

Section 10. Entire Agreement . This Agreement contains all of the terms agreed upon by the parties with respect to the subject matter hereof and supersedes all prior agreements, arrangements and communications between the parties dealing with such subject matter, whether oral or written, but limited to the Employment Period.

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Section 11. Reservation of Right . Notwithstanding any other provision of this Agreement, Company reserves the right to modify, suspend or discontinue any and all benefit plans, practices, policies and programs at any time whether before or after termination of this Agreement without advance notice to or recourse by Executive.

Section 12. Binding Effect . This Agreement shall be binding upon and shall inure to the benefit of the transferees, successors and assigns of the Company, including any company or entity with which the Company may merge or consolidate.

Section 13. Remedies for Breach . Executive acknowledges that his services pursuant to this Agreement are unique and extraordinary and that irreparable injury will result to the Company and its businesses and properties in the event of a material breach of the terms and conditions of this Agreement to be performed by him, the Company shall be entitled, if it so elects, to institute and prosecute proceedings in any court of competent jurisdiction, either at law or in equity, to enjoin him from performing services for any other person or entity in violation of any of the terms of this Agreement, and to obtain damages for any breach of this Agreement. In the event of a material breach by the Company of any of the terms and conditions of this Agreement to be performed by it, Executive shall have all remedies, legal or equitable, available to him under the laws of the State of Nevada. The remedies provided herein shall be cumulative and in addition to any and all other remedies which either party may have at law or in equity.

Section 14. Costs of Enforcement . In the event of any suit or proceeding seeking to enforce the terms, covenants or conditions of this Agreement, the prevailing party shall, in addition to all other remedies and relief that may be available pursuant to this Agreement or applicable law, recover his or its reasonable attorneys’ fees and costs as shall be determined and awarded by an arbitrator or court, as the case may be.

Section 15. Headings . Numbers and titles to paragraphs hereof are for information purposes only and, where inconsistent with the text, are to be disregarded.

Section 16. Severability – General . If any provision of this Agreement or the application of any such provision to any person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof

Section 17. Counterparts . This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement.

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed on the date first set forth above.

Ecologic Transportation, Inc.

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By:

Printed:

Title:

Date:


William Plamondon


By:	/s/ William N. Plamondon

Printed:	William N. Plamondon

Date:	January 30, 2009

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NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

DEBT SETTLEMENT AND SUBSCRIPTION AGREEMENT

THIS DEBT SETTLEMENT AND SUBSCRIPTION AGREEMENT (the "Agreement") made as of the 1st day of July, 2009.

BETWEEN:	Ecologic Transportation, Inc. (the "Company")
	20333 State Highway 249, Suite 200
	Houston, Texas 77070



AND:	John L. Ogden (the "Subscriber")

WHEREAS:

A. The Subscriber wishes to subscribe for ________________ common shares in the capital stock of our Company (the “Shares”), at a deemed price of $0.50 per Share, for an aggregate cost of $ _____________ (the “Subscription Proceeds”);

B. The Company is indebted to the Subscriber in the amount of $ _____________ (the "Outstanding Amount”);

C. In lieu of receiving cash as payment of the Outstanding Amount, the Subscriber has agreed to accept the Shares as payment of the Outstanding Amount pursuant to the terms and conditions set forth in this Agreement; and

D. In lieu of receiving cash in payment of the Subscription Proceeds, the Company is willing to apply the Outstanding Amount in payment of the Subscription Proceeds.

NOW THEREFORE THIS AGREEMENT witnesses that, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

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1. Interpretation

1.1 In this Agreement, words importing the singular number only shall include the plural and vice versa, words importing gender shall include all genders and words importing persons shall include individuals, corporations, partnerships, associations, trusts, unincorporated organizations, governmental bodies and other legal or business entities of any kind whatsoever.

1.2 Any reference to currency is to the currency of the United States of America unless otherwise indicated.

2. Acknowledgement of Indebtedness

2.1 The Company and the Subscriber acknowledge and agree that the Company is indebted to the Subscriber in the amount of the Outstanding Amount.

3. Payment of Indebtedness

3.1 As full and final payment of the Outstanding Amount to the Subscriber, and as payment of the Subscription Proceeds to the Company, the Company will on the Closing Date (as defined herein) issue to the Subscriber the Shares, as fully paid and non-assessable, and the Subscriber will accept the Shares as full and final payment of the Outstanding Amount.

4. Release

4.1 The Subscriber hereby agrees that upon delivery of the Shares by the Company in accordance with the provisions of this Agreement, the Outstanding Amounts will be fully satisfied and extinguished, and the Subscriber will remise, release and forever discharge the Company and its respective directors, officers, employees, successors, solicitors, agents and assigns from any and all obligations relating to the Outstanding Amounts.

5. Documents Required from Subscriber

5.1 The Subscriber must complete, sign and return to the Company an executed copy of this Agreement.

5.2 The Subscriber must complete, sign and return to the Company an executed copy of Schedule A to this Agreement.

5.3 The Subscriber must complete, sign and return to the Company an executed copy of Schedule B to this Agreement.

5.4 The Subscriber shall complete, sign and return to the Company as soon as possible, on request by the Company, any documents, questionnaires, notices and undertakings as may be required by regulatory authorities, stock exchanges and applicable law.

6. Closing

6.1 Closing of the offering of the Shares (the "Closing") shall occur on or before July 1, 2009, or on such other date as may be determined by the Company (the "Closing Date").

7. Acknowledgements of Subscriber

7.1 The Subscriber acknowledges:

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	(a)	no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merit for investment of, nor have any such agencies or governmental authorities, regulatory bodies, stock exchanges or other entities made any recommendation or endorsement with respect to, the Shares;

	(b)	the sale and delivery of the Shares is conditional upon such sale being exempt from the prospectus filing and registration requirements, and being exempt from the requirement to deliver an offering memorandum in connection with the distribution of the Shares under the applicable securities laws or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement;

	(c)	none of the Shares have been or will be registered under the 1933 Act or the securities laws of any state and the Shares may not be offered or sold, directly or indirectly, in the United States to, or for the account or benefit of, a U.S. Person or a person in the United States unless registered under the 1933 Act and the securities laws of all applicable states or unless an exemption from such registration requirements is available, and the Company has no obligation or present intention of filing a registration statement under the U.S. Securities Act in respect of any of the Shares ;

	(d)	the Subscriber may not offer, sell or transfer the Shares within the United States or to, or for the account or benefit of, a U.S. Person, unless the Shares are registered under the 1933 Act and the securities laws of all applicable states or an exemption from such registration requirements is available;

	(e)	the acquisition of the Shares has not been made through or as a result of any “general solicitation or general advertising” (as such terms are used in Rule 502(c) of Regulation D) the distribution of the Shares has not been accompanied by any advertisement, including, without limitation, in printed public media, radio, television or telecommunications, including electronic display, or as part of a general solicitation;

	(f)	the certificates evidencing the Shares will bear a legend regarding restrictions on transfer as required pursuant to applicable Securities Laws, including applicable federal and state securities laws of the United States;

	(g)	the Subscriber and the Subscriber's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding the Offering, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Company Information, or any business plan, corporate profile or any other document provided to the Subscriber;

	(h)	the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this Offering have been made available for inspection by the Subscriber, the Subscriber's attorney and/or advisor(s);

	(a)	the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein, the Agreement or in any other document furnished by the Subscriber to the Company in connection herewith, being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;

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(b)	neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares ;

(c)	no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;

(i)	there is no government or other insurance covering any of the Shares ;

(j)	the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus or registration statement and to sell securities through a person or company registered to sell securities under the securities laws or other applicable securities legislation and, as a consequence of acquiring Shares pursuant to this exemption, certain protections, rights and remedies provided by the securities laws or other applicable securities legislation including statutory rights of rescission or damages, will not be available to the Subscriber; and

(k)	no person has made to the Subscriber any written or oral representations:

	(i)	that any person will resell or repurchase the Shares;

	(ii)	that any person will refund the purchase price of the Shares; or

	(iii)	as to the future price or value of any of the Shares.

8. Representations, Warranties and Covenants of the Subscriber

8.1 The Subscriber hereby represents and warrants to the Company (which representations and warranties shall survive the Closing) that:

	(a)	the Subscriber is resident in the United States;

	(b)	the Subscriber has received and carefully read this Agreement;

	(c)	the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber;

	(d)	the Subscriber (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Shares for an indefinite period of time, and can afford the complete loss of such investment;

	(e)	the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment;

	(f)	the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber, or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;

	(g)	the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;

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(h)	the Subscriber has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Shares and the Company, and the Subscriber is providing evidence of such knowledge and experience in these matters through the information requested in the Agreement;

(i)	the Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this Subscription Agreement, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Subscriber shall promptly notify the Company;

(j)	all information contained in the Agreement is complete and accurate and may be relied upon by the Company, and the Subscriber will notify the Company immediately of any material change in any such information occurring prior to the closing of the purchase of the Shares ;

(k)	the Subscriber is purchasing the Shares for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Shares, and the Subscriber has not subdivided his interest in the Shares with any other person;

(l)	the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares ;

(m)	the Subscriber has made an independent examination and investigation of an investment in the Shares and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Subscriber's decision to invest in the Shares and the Company;

(n)	if the Subscriber is acquiring the Shares as a fiduciary or agent for one or more investor accounts, the investor accounts for which the Subscriber acts as a fiduciary or agent satisfy the definition of an "Accredited Investor", as the term is defined under Regulation D of the 1933 Act;

(o)	if the Subscriber is acquiring the Shares as a fiduciary or agent for one or more investor accounts, the Subscriber has sole investment discretion with respect to each such account, and the Subscriber has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;

(p)	the Subscriber is not aware of any advertisement of any of the Shares and is not acquiring the Shares as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and

(q)	no person has made to the Subscriber any written or oral representations:

	(i)	that any person will resell or repurchase any of the Shares ;

	(ii)	that any person will refund the purchase price of any of the Shares ;

	(iii)	as to the future price or value of any of the Shares; or

	(iv)	that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.

- 6 -

8.2 The Subscriber hereby covenants with the Company (which covenants shall survive the Closing) that:

	(a)	the Subscriber understands and agrees not to engage in any hedging transactions involving any of the Shares unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;

	(b)	the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith; and

	(c)	the Subscriber will not offer or sell any of the Shares in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws.

8.3 In this Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S.

9. Representations and Warranties will be Relied Upon by the Company

9.1 The Subscriber acknowledges that the representations and warranties contained herein are made by it with the intention that such representations and warranties may be relied upon by the Company and its legal counsel in determining the Subscriber's eligibility to purchase the Shares under applicable securities legislation, or (if applicable) the eligibility of others on whose behalf it is contracting hereunder to purchase the Shares under applicable securities legislation. The Subscriber further agrees that by accepting delivery of the certificates representing the Shares on the Closing Date, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the Closing Date and that they will survive the purchase by the Subscriber of Shares and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Shares.

10. Resale Restrictions

10.1 The Subscriber acknowledges that any resale of the Shares will be subject to resale restrictions contained in the securities legislation applicable to each Subscriber or proposed transferee. The Subscriber acknowledges that the Shares have not been registered under the 1933 Act of the securities laws of any state of the United States. The Shares may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available.

10.2 The Subscriber acknowledges that restrictions on the transfer, sale or other subsequent disposition of the Shares by the Subscriber may be imposed by securities laws in addition to any restrictions referred to in Section 10.1 above.

- 7 -

11. Acknowledgement and Waiver

11.1 The Subscriber has acknowledged that the decision to purchase the Shares was solely made on the basis of publicly available information. The Subscriber hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages to which the Subscriber might be entitled in connection with the distribution of any of the Shares.

12. Legending and Registration of Subject Shares

12.1 The Subscriber hereby acknowledges that a legend may be placed on the certificates representing any of the Shares to the effect that the Shares represented by such certificates are subject to a hold period and may not be traded until the expiry of such hold period except as permitted by applicable securities legislation.

12.2 The Subscriber hereby acknowledges and agrees to the Company making a notation on its records or giving instructions to the registrar and transfer agent of the Company in order to implement the restrictions on transfer set forth and described in this Agreement.

13. Costs

13.1 The Subscriber acknowledges and agrees that all costs and expenses incurred by the Subscriber (including any fees and disbursements of any special counsel retained by the Subscriber) relating to the purchase of the Shares shall be borne by the Subscriber.

14. Governing Law

14.1 This Agreement is governed by the laws of the State of Nevada and the federal laws of the United States applicable therein.

15. Survival

15.1 This Agreement, including without limitation the representations, warranties and covenants contained herein, shall survive and continue in full force and effect and be binding upon the parties hereto notwithstanding the completion of the purchase of the Shares by the Subscriber.

16. Assignment

16.1 This Agreement is not transferable or assignable.

17. Execution

17.1 The Company shall be entitled to rely on delivery by facsimile machine of an executed copy of this Agreement and acceptance by the Company of such facsimile copy shall be equally effective to create a valid and binding agreement between the Subscriber and the Company in accordance with the terms hereof.

18. Severability

18.1 The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

19. Entire Agreement

19.1 Except as expressly provided in this Agreement and in the agreements, instruments and other documents contemplated or provided for herein, this Agreement contains the entire agreement between the parties with respect to the sale of the Shares and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute or common law, by the Company or by anyone else.

- 8 -

20. Notices

20.1 All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Subscriber shall be directed to the address on the signature page of this Agreement and notices to the Company shall be directed to it at 20333 State Highway 249, Suite 200, Houston, Texas 77070, Attention the President, telephone number (281) 378-8029.

- 9 -

21. Counterparts

21.1 This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument.

DELIVERY INSTRUCTIONS

1.	Delivery - please deliver the certificates to:





2.	Registration - registration of the certificates which are to be delivered at closing should be made as follows:


	(name)


	(address)

3.	The undersigned hereby acknowledges that it will deliver to the Company all such additional completed forms in respect of the Subscriber's purchase of the Shares as may be required for filing with the appropriate securities commissions and regulatory authorities.

IN WITNESS WHEREOF the Subscriber has duly executed this Agreement effective as of the date first above mentioned.


	(Name of Subscriber – Please type or print)


	(Signature and, if applicable, Office)


	(Address of Subscriber)


	(City, State or Province, Postal Code of
	Subscriber)


	(Country of Subscriber)

- 10 -

A C C E P T A N C E

The above-mentioned Agreement in respect of the Shares is hereby accepted by ECOLOGIC TRANSPORTATION, INC.

DATED at ______________ effective the _____ day of __________________ , 2009.

Per:
	Authorized Signatory

SCHEDULE A

TO: ECOLOGIC TRANSPORTATION, INC. (the “Issuer”) 20333 STATE HIGHWAY 249, SUITE 200, HOUSTON, TEXAS

______________________ Shares

US$0.50 per Share

The Subscriber owns, directly or indirectly, the following securities of the Issuer:

[Check if applicable] The Subscriber is [ ] an affiliate of the Issuer or [ ] a member of the professional group

The Subscriber directs the Issuer to issue, register and deliver the certificates representing the Shares as follows:

REGISTRATION INSTRUCTIONS		DELIVERY INSTRUCTIONS

Name to appear on certificate		Name and account reference, if applicable


Account reference if applicable		Contact name


Address		Address


		Telephone Number

EXECUTED by the Subscriber this day of _____________ , 2009. By executing this Subscription Agreement, the Subscriber certifies that the Subscriber and any beneficial purchaser for whom the Subscriber is acting is resident in the jurisdiction shown as the “Address of Purchaser”.

WITNESS:		EXECUTION BY SUBSCRIBER:

		X
Signature of Witness		Signature of individual (if Subscriber is an individual)


		X
Name of Witness		Authorized signatory (if Subscriber is not an individual)


Address of Witness		Name of Subscriber ( please print )


		Name of authorized signatory ( please print )

Accepted this day of ____________, 2009
ECOLOGIC TRANSPORTATION, INC.		Address of Subscriber (residence)

Per:
		*Telephone Number
Authorized Signatory

		*E-mail address


		*Social Security/Insurance No./Gov ID No.:

*Required from all Subscribers

SCHEDULE B

UNITED STATES
ACCREDITED INVESTOR QUESTIONNAIRE

All capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the Subscription Agreement.

This Questionnaire is for use by each Subscriber who is a US person (as that term is defined Regulation S of the United States Securities Act of 1933 (the “1933 Act”)) and has indicated an interest in purchasing Shares of the Issuer. The purpose of this Questionnaire is to assure the Issuer that each Subscriber will meet the standards imposed by the 1933 Act and the appropriate exemptions of applicable state securities laws. The Issuer will rely on the information contained in this Questionnaire for the purposes of such determination. The Securities will not be registered under the 1933 Act in reliance upon the exemption from registration afforded by Section 3(b) and/or Section 4(2) and Regulation D of the 1933 Act. This Questionnaire is not an offer of the Securities or any other securities of the Issuer in any state other than those specifically authorized by the Issuer.

All information contained in this Questionnaire will be treated as confidential. However, by signing and returning this Questionnaire, each Subscriber agrees that, if necessary, this Questionnaire may be presented to such parties as the Issuer deems appropriate to establish the availability, under the 1933 Act or applicable state securities law, of exemption from registration in connection with the sale of the Securities hereunder.

The Subscriber covenants, represents and warrants to the Issuer that it satisfies one or more of the categories of “Accredited Investors”, as defined by Regulation D promulgated under the 1933 Act, as indicated below: (Please initial in the space provide those categories, if any, of an “Accredited Investor” which the Subscriber satisfies.)

_____	Category 1	An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the Securities, with total assets in excess of US $5,000,000.

_____	Category 2	A natural person whose individual net worth, or joint net worth with that person’s spouse, on the date of purchase exceeds US $1,000,000.

_____	Category 3	A natural person who had an individual income in excess of US $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of US $360,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year.

_____	Category 4	A “bank” as defined under Section (3)(a)(2) of the 1933 Act or savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary capacity; a broker dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934 (United States); an insurance company as defined in Section 2(13) of the 1933 Act; an investment company registered under the Investment Company Act of 1940 (United States) or a business development company as defined in Section 2(a)(48) of such Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 361(c) or (d) of the Small Business Investment Act of 1958 (United States); a plan with total assets in excess of $5,000,000 established and maintained by a state, a political subdivision thereof, or an agency or instrumentality of a state or a political subdivision thereof, for the benefit of its employees; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (United States) whose investment decisions are made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the

- 2 -

		employee benefit plan has total assets in excess of $5,000,000, or, if a self-directed plan, whose investment decisions are made solely by persons that are accredited investors.

_____	Category 5	A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 (United States).

_ X __	Category 6	A director or executive officer of the Issuer.

_____	Category 7	A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the 1933 Act.

_____	Category 8	An entity in which all of the equity owners satisfy the requirements of one or more of the foregoing categories.

Note that prospective Subscriber claiming to satisfy one of the above categories of Accredited Investor may be required to supply the Issuer with a balance sheet, prior years’ federal income tax returns or other appropriate documentation to verify and substantiate the Subscriber’s status as an Accredited Investor.

If the Subscriber is an entity which initialled Category 8 in reliance upon the Accredited Investor categories above, state the name, address, total personal income from all sources for the previous calendar year, and the net worth (exclusive of home, home furnishings and personal automobiles) for each equity owner of the said entity:

The Subscriber hereby certifies that the information contained in this Questionnaire is complete and accurate and the Subscriber will notify the Issuer promptly of any change in any such information. If this Questionnaire is being completed on behalf of a corporation, partnership, trust or estate, the person executing on behalf of the Subscriber represents that it has the authority to execute and deliver this Questionnaire on behalf of such entity.

IN WITNESS WHEREOF, the undersigned has executed this Questionnaire as of the ___ day of _______________ , 2009.

If a Corporation, Partnership or Other Entity:		If an Individual:


Print of Type Name of Entity		Signature


Signature of Authorized Signatory		Print or Type Name


Type of Entity

MOORE & ASSOCIATES, CHARTERED

ACCOUNTANTS AND ADVISORS
PCAOB REGISTERED

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Ecologic Transportation, Inc.
(A Development Stage Company)

We have audited the accompanying balance sheet of Ecologic Transportation, Inc. (A Development Stage Company) as of December 31, 2008, and the related statements of operations, stockholders’ equity and cash flows for the period from inception on December 16, 2008 through December 31, 2008. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Ecologic Transportation, Inc. (A Development Stage Company) as of December 31, 2008, and the related statements of operations, stockholders’ equity and cash flows for the period from inception on December 16, 2008 through December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 6 to the financial statements, the Company has no established source of revenue, which raises substantial doubt regarding the Company’s ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 6. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Moore & Associates, Chartered

Moore & Associates Chartered
Las Vegas, Nevada
March 23, 2009

6490 West Desert Inn Rd, Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501

Ecological Transportation, Inc.

(A Development Stage Company)

Balance Sheet

December 31, 2008

ASSETS

Current Assets	$	-


Total Assets	$	-



LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
Accounts Payable	$	-

Total Liabilities		-

Stockholders' Equity
Preferred Stock , authorized 10,000,000
10,000,000 shares, par value $0.001;
issued and outstanding at 12/31/08-none
Common Stock , authorized
100,000,000 shares, par value
$0.001; issued and outstanding at
12/31/2008 is 6,048,741		6,049
Additional Paid in Capital		710
Stock Subscription Receivable		(6,049	)
Deficit Accumulated During Development Stage		(710	)
Total Stockholders' Equity		-

Total Liabilities and Stockholders' Equity	$	-

Ecological Transportation, Inc.

(A Development Stage Company)

Statement of Operations

December 16, 2008 (Date of Inception)

to December 31, 2008

Revenue	$	-
Incorporation expense		(710	)
Total expense		(710	)
Provision for Income taxes		-
Net Income (loss)	$	(710	)


Basic and Diluted (loss) per share	$	(0.00	)

Weighted Average
Number of Common Shares		6,048,741

The accompanying notes are an integral part of these notes

Ecological Transportation, Inc.

(A Development Stage Company)

Statement of Stockholders' Equity

December 16, 2008 (Date of Inception)

to December 31, 2008

										Accumulated Deficit during the
	Common Stock				Paid in		Subscriptions			development			Total
	Shares		Amount		Capital		Receivable			stage			Equity
Balance, Inception (December 16, 2008)		$	-	$	-	$	-		$	-		$	-

Common Shares issued to founders
for notes in December 2008 at $0.001 per share	6,048,741		6,049		-		(6,049	)		-			-
Contributed Capital	-		-		710		-			-			710
Net Income (Loss)	-		-		-		-			(710	)		(710	)

Balance, December 31, 2008	6,048,741	$	6,049	$	710	$	6,049	)	$	(710	)	$	-

The accompanying notes are an integral part of these statements

Ecological Transportation, Inc.

(A Development Stage Company)

Statement of Cash Flows

December 16, 2008 (Date of Inception)

to December 31, 2008

Operating Activities

Net (Loss)	$	(710	)
Increase in Accounts Payable
Decrease in Accounts Payable		-
Decrease in Loans Payable

Net Cash (Used) in Operating Activities		(710	)

Financing Activities
Contributed Capital		710
Subscriptions Receivable		(6,049	)
Common Stock issued for subscriptions receivable		6,049

Cash Provided by Financing Activities		-

Net Increase in Cash

Cash, Beginning of Period		-

Cash, End of Period	$	-


Supplemental Information:
Interest Paid	$	-
Income Taxes Paid	$	-

The accompanying notes are an integral part of these statements

Ecologic Transportation, Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(December 31, 2008)

NOTE 1. GENERAL ORGANIZATION AND BUSINESS

Ecologic Transportation, Inc, (A Development Stage Company) was incorporated on December 16, 2008 under the laws of the State of Nevada. It has no operations and in accordance with SFAS #7 is considered to be in the development stage.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

Accounting Basis

These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.

Cash and Cash Equivalents

For the purpose of the statement of cash flows, cash equivalents include all highly liquid investments with maturity of three months or less.

Earnings (Loss) per Share

The basic earnings (loss) per share are calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per share are calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There are no diluted shares outstanding .

Dividends

The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the period shown.

Income Taxes

The Company provides for income taxes under Statement of Financial Accounting Standards NO. 109, “Accounting for Income Taxes.” SFAS No. 109 requires the use of an asset and liability approach in accounting for income taxes.

SFAS No. 109 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. No provision for income taxes is included in the statement due to its immaterial amount, net of the allowance account, based on the likelihood of the Company to utilize the loss carry-forward

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Net Income Per Common Share

Net income (loss) per common share is computed based on the weighted average number of common shares outstanding and common stock equivalents, if not anti-dilutive. The Company has not issued any potentially dilutive common shares.

Revenue and Cost Recognition

The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost.

NOTE 3. INCOME TAXES:

The Company provides for income taxes under Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes . SFAS No. 109 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently.

The Company has filed no income tax returns since inception.

NOTE 4. STOCKHOLDERS’ EQUITY

Common Stock

On December 22, 2008, the Company issued 6,048,741 shares of its $0.001 par value common stock for two promissory notes representing $6,048.74 to the founders of the Company.

NOTE 5. RELATED PARTY TRANSACTIONS

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

NOTE 6. GOING CONCERN

The accompanying financial statements have been prepared assuming that the company will continue as a going concern. As discussed in the notes to the financial statements, the Company has no established source of revenue. This raises substantial doubt about the Company’s ability to continue as a going concern. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty. The Company’s activities to date have been supported by equity financing.

NOTE 7. SUBSEQUENT EVENTS

During January 2009 the Company received subscriptions for an additional 9,810,745 common shares of stock for $9,810.74 subscription receivable. (500,000 shares were issued to C & H Capital as part of a rights included in a consulting Agreement that included the right to purchase shares of common stock at $.001) January 2009 Capital Group Communications, Inc. was issued the amount of 500,000 shares for the fulfillment of the payment covered in their consulting contract with the company.

NOTE 8. THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS

Below is a listing of the most recent accounting standards SFAS and their effect on the Company.

Statement No. 150 Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (Issued 5/03)

This Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity.

Statement No. 153 Exchanges of Non-monetary Assets (an amendment of APB Opinion No. 29)

The guidance in APB Opinion No. 29, Accounting for Non-monetary Transactions , is based on the principle that exchanges of non-monetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, includes certain exceptions to the principle. This Statement amends Opinion 29 to eliminate the exception for non-monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance. A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange.

Statement No. 154 – Accounting Changes and Error Corrections (a replacement of APB Opinion No. 20 and FASB Statement No. 3)

This Statement replaces APB Opinion No. 20, Accounting Changes, and FASB Statement No. 3,

Reporting Accounting Changes in Interim Financial Statements, and changes the requirements for the accounting for and reporting of a change in accounting principle. This Statement applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. When a pronouncement includes specific transition provisions, those provisions should be followed.

SFAS 162 This statement indentifies the sources of accounting principles and the framework for selecting the principles to by use in the preparation of financial statements for entities that are presented in conformity with generally accepted accounting principles in the United States, (the GAAP hierarchy).

FIN No. 48

In June 2006, the FASB issued Interpretation No. 48 (“FIN No. 48”), Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109 , which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109, Accounting for Income Taxes . The Interpretation provides a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Under FIN No. 48, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. FIN No. 48 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN No. 48 is effective for us beginning July 1, 2007.

In June 2006, the FASB ratified the Emerging Issues Task Force (“EITF”) consensus on EITF Issue No. 06-2, “Accounting for Sabbatical Leave and Other Similar Benefits Pursuant to FASB Statement No. 43.” EITF Issue No. 06-2 requires companies to accrue the costs of compensated absences under a sabbatical or similar benefit arrangement over the requisite service period. EITF Issue No. 06-2 is effective for us beginning July 1, 2007. The cumulative effect of the application of this consensus on prior period results should be recognized through a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption. Elective retrospective application is also permitted.

Staff Accounting Bulletin (“SAB”) No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Current Year Misstatements . SAB No. 108 requires companies to quantify misstatements using both a balance sheet (iron curtain) and an income statement (rollover) approach to evaluate whether either approach results in an error that is material in light of relevant quantitative and qualitative factors, and provides for a one-time cumulative effect transition adjustment. SAB No. 108.

The FASB has replaced SFAS No. 141 with a new statement on Business Combinations that changes the way that minority interest is recorded and modified as a parent’s interest in a subsidiary changes.

The adoption of these new Statements is not expected to have a material effect on the Company’s current financial position, results or operations, or cash flows.

Ecological Transportaion, Inc.

(A Development Stage Company)

Balance Sheet

March 31, 2009

					December 31,
		March 31,			2008
		2009			(Audited)
ASSETS
Current Assets
Cash	$	500		$	-
Accounts Receivable		-			-
Total Current Assets		-
Property and Equipment, net					-
Long Term Assets
Deposits		2,500			-
Total Long Term Assets	$	2,500
Total Assets	$	3,000		$	-
LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Due to Related Party	$	3,606		$	-

Total Current Liabilities		3,606			-

Total Liabilities		3,606			-

Stockholders' Equity

Common Stock, authorized 110,000,000
shares, par value $0.001, 15,859,486 and 6,048,741
issued and outstanding on March 31, 2009	$	15,860		$	6,049
and Decmber 31, 2008, respectively.
Additional Paid-in Capital		5,223			710

Subscriptions Receivable		-			(6,049	)

Deficit Accomulated during Development
Stage		(21,689	)		(710	)

Total Stockholders' Equity (Deficit)		(606	)		-

Total Liabilities and Stockholders' Equity	$	3,000		$	-

The accompanying notes are an integral part of these statements

Ecological Transportation, Inc.

(A Development Stage Company)

Statement of Operations

March 31, 2009

		Three Months			From inception on
		Ended			December 16, 2008
		March 31,			through
		2009			March 31, 2009
Income
Consulting Revenue	$	-		$	-
Operating Expenses
General and Administrative		20,979			21,689
Depreciation		-			-
Total Expenses		20,979			21,689
Net Loss from Operations		(20,979	)		(21,689	)
Interest Expense					-
Net Loss	$	(20,979	)	$	(21,689	)

Basic and Diluted
(Loss) per Share	$	(0.00	)
Weighted Average
Number of Shares		15,418,554

The accompanying notes are an integral part of these statements

Ecological Transportation, Inc.

(A Development Stage Company)

Statement of Cash Flows

March 31, 2009

		Three Months			From inception on
		Ended			December 16, 2008
		March 31,			through
		2009			March 31, 2009
Operating Activities
Net (Loss)	$	(20,979	)	$	(21,689	)
Adjustments to reconcile Net (Loss)
Common Stock issued for Services
Depreciation		-
Changes in Operating Assets and Liabilities
(Increase)/Decrease in Deposits		(2,500	)		(2,500	)
Increase/(Decrease) in Accounts Payable

Net Cash Provided by Operating Activities		(23,479	)		(24,189	)

Investment Activities
Purchase of Equipment

Net Cash (Used) by Investment Activities		-			-

Financing Activities
Proceeds from Related Party Payable		3,606			3,606
Proceeds from sale of Common Stock		20,373			21,083

Net Cash Provided by Financing Activities		23,979			24,689

Net Increase in Cash		500			500

Cash, Beginning of Period		-			-

Cash, End of Period	$	500		$	500

Supplemental Information:
Interest Paid	$	-		$	-
Income Taxes Paid	$	-		$	-

The accompanying notes are an integral part of these statements

Ecologic Transportation, Inc.

(A Development Stage Company)

Notes to the Financial Statements

March 31, 2009

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31, 2009 and for all periods presented have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2008 audited financial statements. The results of operations for the period ended March 31, 2009 are not necessarily indicative of the operating results for the full years.

NOTE 2 - GOING CONCERN

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

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plans to obtain such resources for the Company include (1) obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses, and (2) seeking out and completing a merger with an existing operating company. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – SIGNIFICANT EVENTS

During the three months ending March 31, 2009, besides general operating expenses of running a developmental level corporation, the company has entered into an LOI of

Ecologic Transportation, Inc.

(A Development Stage Company)

Notes to the Financial Statements

March 31, 2009

Merger Agreement with a fully reporting publically trading Nevada Corporation, USR Technologies, Inc. The completion of said event will be completed no later than May 31, 2009

Palisades Management , LLC agreed to purchase 1,200,000 shares of Ecologic Transportation, Inc Common Stock for $.25 per share and signed a Subscription Agreement on January 9, 2009. Palisades Management, Inc paid three-hundred thousand dollars US (300,000) into Ecologic Transportation, Inc’s on April 22, 2009.