As
Filed
with Securities and Exchange Commission on February 1, 2007
Registration
No. 333-_______
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
SB-2
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
ECOLAND
INTERNATIONAL, INC.
(Exact
name of the registrant as specified in its charter)
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Nevada
(State
or other jurisdiction of
Incorporation
or organization)
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700
(Primary
Standard Industrial
Classification
Code Number)
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20-3061959
(I.R.S.
Employer Identification No.)
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4425
Ventura Canyon Avenue, Suite 105
Sherman
Oaks, California 91423
(310)
281 2571
(Address
and telephone number of principal executive offices)
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4425
Ventura Canyon Avenue, Suite 105
Sherman
Oaks, California 91423
(Address
of principal place of business or intended
principal
place of business)
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David
Wallace
4425
Ventura Canyon Avenue, Suite 105
Sherman
Oaks, California 91423
(310)
281 2571
(Name,
address and telephone number of agent for service)
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With
a Copy to:
Norman
T. Reynolds, Esq.
Glast,
Phillips & Murray, P.C.
815
Walker Street, Suite 1250
Houston,
Texas 77002
(713)
237-3135 (Office)
(713)
237-3202 (Facsimile)
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Approximate
date of commencement of proposed sale to the public: From time to time after
this registration statement becomes effective.
If
any of
the securities being registered on this Form are to be offered on a delayed
or
continuous basis pursuant to Rule 415 under the Securities Act, check the
following box.
x
If
this
Form is filed to register additional securities for an offering pursuant to
Rule
462(b) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.
o
If
this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering.
o
If
this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering.
o
If
delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box.
o
CALCULATION
OF REGISTRATION FEE
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Title
of Each Class of
Securities
To Be Registered
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Amount
To
Be
Registered (1)
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Proposed
Maximum
Offering
Price
Per
Share (2)
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Proposed
Maximum
Aggregate
Offering
Price
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Amount
of
Registration
Fee
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|||||||||
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Common
stock
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4,650,000
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$
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0.02
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$
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93,000
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$
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107.00
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||||||
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Total
Registration Fee
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$
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107.00
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|||||||||||
| (1) |
Represents
shares of our common stock, par value $0.001 per share, held by
the
selling stockholders.
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| (2) |
Estimated
solely for purposes of calculating the registration fee in accordance
with
Rule 457(c) under the Securities
Act.
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The
information in this prospectus is not complete and may be changed. This
prospectus is included in the registration statement that was filed by us with
the Securities and Exchange Commission. The selling stockholders may not sell
these securities until the registration statement becomes effective. This
prospectus is not an offer to sell these securities and is not soliciting an
offer to buy these securities in any state where the sale is not
permitted.
The
registrant hereby amends this registration statement on such date or dates
as
may be necessary to delay its effective date until the registrant shall file
a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, or until this registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
PRELIMINARY
PROSPECTUS SUBJECT TO COMPLETION, DATED FEBRUARY 1, 2007
Ecoland
International, Inc.
Resale
of 4,650,000 Shares of Common Stock
We
are
registering 4,650,000 shares of our common stock, par value $0.001 per share,
for resale by the selling stockholders identified in this prospectus. The shares
were issued in a private placement of our common stock.
Please
refer to “Selling Stockholders” beginning on page 32 of this
prospectus.
We
will
not receive any proceeds from the sale of shares of our common stock by the
selling stockholders. However, we will bear all expenses in connection with
the
registration of the shares, other than underwriting discounts and selling
commissions.
The
selling stockholders are offering these shares of our common stock. We do not
know when or if the selling stockholders intend to sell the shares covered
by
this prospectus or what the price, terms or conditions of any sales will be.
The
selling stockholders may sell all or a portion of these shares from time to
time
in market transactions through any market on which our common stock is then
traded, in negotiated transactions or otherwise, and at prices and on terms
that
will be determined by the then prevailing market price or at negotiated prices
directly or through a broker or brokers, who may act as agent or as principal
or
by a combination of such methods of sale. For additional information on the
methods of sale, you should refer to the section entitled “Plan of
Distribution.”
The
selling stockholders and intermediaries through whom such securities may be
sold
may be deemed “underwriters” within the meaning of the Securities Act of 1933,
as amended, with respect to the securities offered hereby, and any profits
realized or commissions received may be deemed underwriting compensation. We
have agreed to indemnify the selling stockholders against certain liabilities,
including liabilities under the Securities Act.
The
shares of our common stock are not currently listed for sale on any exchange,
although we do plan to have our shares quoted for sale on the OTC Bulletin
Board
after the effective date of this prospectus. However, there can be no assurance
that we will be successful in having our shares quoted for sale on the OTC
Bulletin Board or on any other publicly traded market.
THE
SECURITIES OFFERD HERBY INVOLVE A HIGH DEGREE OF RISK.
INVESTING
IN OUR COMMON STOCK INVOLVES RISKS WHICH ARE DESCRIBED UNDER “RISK FACTORS”
BEGINNING ON PAGE 3.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION
HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS
IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The
date of this prospectus is _____________, 2007.
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10
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19
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30
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30
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You
may
only rely on the information contained in this prospectus or that we have
referred you to. We have not authorized anyone to provide you with different
information. This prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the common stock
offered by this prospectus. This prospectus does not constitute an offer to
sell
or a solicitation of an offer to buy any common stock in any circumstances
in
which such offer or solicitation is unlawful. Neither the delivery of this
prospectus nor any sale made in connection with this prospectus shall, under
any
circumstances, create any implication that there has been no change in our
affairs since the date of this prospectus or that the information contained
by
reference to this prospectus is correct as of any time after its
date.
This
summary is not complete and does not contain all of the information that
you
should consider before investing in our common stock. You should read
the entire
prospectus carefully, including the more detailed information regarding
Ecoland
International, Inc., the risks of purchasing our common stock discussed
under
“Risk Factors,“ and our financial statements and the accompanying notes.
Throughout this prospectus references to “Ecoland,” “we,” “us” and “our” refer
to Ecoland International, Inc., a Nevada corporation, unless otherwise
specified
or the context otherwise requires.
General
We
were
incorporated in Nevada on June 24, 2005 as Guano Distributors, Inc. We
changed
our name to Ecoland International, Inc. on June 28, 2006. Ecoland has acquired
a
non-exclusive distribution agreement from Sociaf, LDA, an Angolan company,
for
the right to distribute Sociaf’s dry bar cave bat guano in the continental
United States, Europe, Asia and the Middle East which we believe to be
a
superior type of bat guano fertilizer. Dry bar cave bat guano exists in
limited
supplies worldwide. Sociaf has a license form the Angolan government to
an
estimated 350,000 tons of bat guano reserves in 54 caves that make up the
properties in which the distribution rights are held which has an estimated
value in today’s market of over $2 billion. Our distribution rights have a
lifespan of three years beginning May 11, 2005, and are renewable.
For
the
fiscal year ended May 31, 2006, we generated revenues of $10,461 and incurred
a
net loss of $88,433. In addition, for the six months ended November 30,
2006, we
incurred a net loss of $67,896
on
sales
of $14,040
.
As a
result, our auditors in their report on our financials for the fiscal year
ended
May 31, 2006
and
the
six month period ended November 30, 2006
,
have
expressed substantial doubt about our ability to continue as a going
concern.
Our
principal executive office is located at 4425 Ventura Canyon Avenue, Suite
105,
Sherman Oaks, California 91423. Our telephone number is (310) 281
2571.
Transaction
Relating to this Offering
This
prospectus relates to the resale of up to 4,650,000 shares of our common
stock
that have been issued in connection with a private placement of our common
stock
in April and May 2006 to 47 purchasers. See “Description of Business - Private
Placements.”
The
Offering
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Common
stock offered by selling stockholders
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Up
to 4,650,000 shares or approximately 10.2 percent of the total
issued and
outstanding shares of our common stock.
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Common
stock to be outstanding after the offering
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Up
to 40,000,000 shares. This number represents approximately 89.8
percent of
our current outstanding common stock.
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Use
of proceeds
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We
will not receive any proceeds from the sale of our common
stock.
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Risk
Factors
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An
investment in our common stock involves a high degree of risk and
could
result in a loss of your entire investment.
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OTC
Bulletin Board symbol
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The
shares of our common stock are not currently listed for sale on
any
exchange. We plan to have our shares quoted for sale on the OTC
Bulletin
Board after the effective date of this prospectus. However, there
can be
no assurance that we will be successful in having our shares quoted
for
sale on the OTC Bulletin Board or on any other publicly traded
market.
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The
statements of operations data from inception on June 24 2005 through the year
ended May 31, 2006 and 2005 have been derived from our audited consolidated
financial statements included elsewhere in this prospectus. The statements
of
operations data for the six months ended November 30, 2006 and 2005 and the
balance sheet data as of November 30, 2006 have been derived from
our
audited consolidated
financial statements included elsewhere in this prospectus, and, in the opinion
of management, have been prepared on a basis consistent with the audited
consolidated financial statements and include all adjustments, which consist
only of normal recurring adjustments, necessary to present fairly in all
material respects the information included in those statements. Our results
of
operations for the six months ended November 30, 2006 may not be indicative
of
results that may be expected for the fiscal year ending May 31, 2007. The data
presented below have been derived from consolidated financial statements that
have been prepared in accordance with generally accepted accounting principles
and should be read in conjunction with our consolidated financial statements,
including the notes, included elsewhere in this prospectus, and with
“Management’s Discussion and Analysis or Plan of Operation” in this
prospectus.
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(Audited)
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|||||||||||||
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Year
Ended
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Six
Months Ended
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||||||||||||
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May
31,
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November
30,
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||||||||||||
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2006
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2005
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2006
(Audited)
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2005
(Unaudited
)
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Revenue
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$
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10,461
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$
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0
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$
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14,040
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$
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5,231
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Costs
and expenses:
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Cost
of revenue
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21,057
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0
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3,025
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10,528
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|||||||||
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General
and administrative expenses
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76,481
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29,127
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74,503
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44,562
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Depreciation
and amortization
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109
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0
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217
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54
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Total
costs and expenses
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76,590
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29,127
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74,720
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55,144
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Operating
(loss) income
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(87,186
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)
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(29,127
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)
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(63,705
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)
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(
49,913
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)
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Other
(income) and expenses
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(1,247
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)
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0
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(4,191
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)
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0
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(Loss)
income before income tax provision
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(88,433
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)
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(29,127
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)
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(67,896
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)
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(
49,913
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)
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Income
tax provision
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0
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0
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0
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0
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Net
(loss) income
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$
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(88,433
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)
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$
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(29,127
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)
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$
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(67,896
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)
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$
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(
49,913
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)
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Basic
net (loss) income per common share
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$
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(0.00
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)
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$
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(0.00
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)
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$
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(0.00
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)
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$
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(0.00
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)
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Diluted
net (loss) income per common share
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$
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(0.00
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)
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$
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(0.00
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)
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$
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(0.00
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)
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$
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(0.00
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)
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Shares
used in net (loss) income per share calculation:
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|||||||||||||
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Basic
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44,650,000
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44,650,000
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44,650,000
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44,650,000
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Diluted
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|||||||||||||
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As
of May 31,
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As
of November 30,
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||||||
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2006
(Audited)
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2006
(Audited
)
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Balance
sheet data:
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Cash
and cash equivalents
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$
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38,835
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$
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3,
828
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Working
capital
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48,928
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3,
973
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Total
assets
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50,344
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5,172
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|||||
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Total
liabilities
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54,889
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57,613
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|||||
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Total
stockholders’ equity
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$
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(4,545
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)
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$
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(52,441
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)
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An
investment in our shares involves a high degree of risk. Before making an
investment decision, you should carefully consider all of the risks described
in
this prospectus. If any of the risks discussed in this prospectus actually
occur, our business, financial condition and results of operations could be
materially and adversely affected, the price of our shares could decline
significantly and you may lose all or a part of your investment. The risk
factors described below are not the only ones that may affect us. Our
forward-looking statements in this prospectus are subject to the following
risks
and uncertainties. Our actual results could differ materially from those
anticipated by our forward-looking statements as a result of the risk factors
below.
Risks
Related to Our Business
We
have incurred significant losses to date and expect to continue to incur
losses.
During
the fiscal year ended May 31, 2006, we incurred net losses of approximately
$88,433. In addition, for the six months ended November 30, 2006, we incurred
a
net loss of $67,896. We expect to continue to incur losses for at least the
next
12 months. Continuing losses will have an adverse impact on our cash flow and
may impair our ability to raise additional capital required to continue and
expand our operations.
Our
auditors have issued a going concern opinion, which may make it more difficult
for us to raise capital.
Our
auditors have included a going concern opinion on our financial statements
because of concerns about our ability to continue as a going concern. These
concerns arise from the fact that we have not generated sufficient cash flows
to
meet our obligations and sustain our operations. If we are unable to continue
as
a going concern, you could lose your entire investment in us.
If
we are unable to obtain additional funding, we may have to reduce our business
operations.
We
will
likely be required to raise additional funds. We anticipate that the funds
already received will be sufficient to satisfy our operations for the next
12
months. Nevertheless, if our marketing campaign is not successful in promoting
sales of our products, we will be required to seek additional financing. We
will
also require additional financing to expand into other markets and further
develop our products. We have no current arrangements with respect to any
additional financing. Consequently, there can be no assurance that any
additional financing will be available when needed, on commercially reasonable
terms or at all. The inability to obtain additional capital may reduce our
ability to expand our business operations. Any additional equity financing
may
involve substantial dilution to our then existing stockholders.
Our
limited operating history makes it difficult to evaluate our
prospects.
We
have a
limited operating history on which to evaluate our business and prospects.
We
believe that the factors that influence this variability of quarterly results
include the level of consumer acceptance of our products, general economic
and
industry conditions that affect consumer spending, the timing of placement
or
cancellation of customer orders and the timing of expenditures in anticipation
of increased sales and actions of competitors. Accordingly, a comparison of
our
results of operations from period to period is not necessarily meaningful,
and
our results of operations for any period are not necessarily indicative of
future performance.
We
are a development stage company and have no assurance of
profitability.
We
are a
development stage company that has to date principally been engaged in the
logistics involved in implementing our business plan, arranging for the
necessary working capital and setting up preliminary operations in Angola and
South Africa.
We
have
reported limited revenues and have incurred losses since our inception. We
expect to incur operating losses during for the foreseeable future. There can
be
no assurance that we will ever achieve profitability.
Need
for additional funds; ability to continue as a going
concern.
The
absence of a long term financing arrangement could possibly limit our ability
to
continue as a going concern. Our continuation as a going concern is dependent,
in part, upon obtaining adequate financing, of at least $100,000. Without such
an equity infusion, we will be forced to substantially reduce operations. We
have no commitment from others to provide financing and there can be no
assurance that such financing will be available, if needed, or that its terms
will be favorable or acceptable to us.
Dependence
on key personnel; need for additional personnel.
We
are
highly dependent upon the efforts of David Wallace, our chief executive officer,
chief financial officer and sole director. See, “Management in this prospectus.
The loss of the services of Mr. Wallace could impede the achievement of
development and commercialization of the bat guano fertilizer operations. We
do
not have key man life insurance on the life of Mr. Wallace.
We
have limited resources to market our
products.
Due
to
our limited resources, the execution of our business model and sales and
marketing of our products has been limited to date. If we are unable to
successfully execute our marketing plans with limited resources, we will not
be
able to generate enough revenue to achieve and maintain profitability or to
continue our operations.
We
may have difficulty in attracting and retaining management and outside
independent members to our board of directors as a result of their concerns
relating to their increased personal exposure to lawsuits and stockholder claims
by virtue of holding these positions in a publicly-held
company.
The
directors and management of publicly traded corporations are increasingly
concerned with the extent of their personal exposure to lawsuits and stockholder
claims, as well as governmental and creditor claims which may be made against
them, particularly in view of recent changes in securities laws imposing
additional duties, obligations and liabilities on management and directors.
Due
to these perceived risks, directors and management are also becoming
increasingly concerned with the availability of directors’ and officers’
liability insurance coverage and other indemnification arrangements. We
currently carry limited directors’ and officers’ liability insurance. Directors’
and officers’ liability insurance has recently become much more expensive and
difficult to obtain. If we are unable to continue or provide directors’ and
officers’ liability insurance at affordable rates or at all, it may become
increasingly more difficult to attract and retain qualified outside directors
to
serve on our board of directors.
We
may
lose potential independent board members and management candidates to other
companies that have greater directors and officers’ liability insurance coverage
or to companies that have revenues or have received greater funding to date
which can offer greater compensation packages. The fees of directors are also
rising in response to their increased duties, obligations and liabilities as
well as increased exposure to such risks. As a company with a limited operating
history and limited resources, we will have a more difficult time attracting
and
retaining management and outside independent directors than a more established
company due to these enhanced duties, obligations and liabilities.
Legislative
actions and potential new accounting pronouncements are likely to impact our
future financial position and results of operations.
There
have been regulatory changes, including the Sarbanes-Oxley Act of 2002, and
there may potentially be new accounting pronouncements or additional regulatory
rulings which will have an impact on our future financial position and results
of operations. The Sarbanes-Oxley Act of 2002 and other rule changes as well
as
proposed legislative initiatives have increased our general and administrative
costs as we have incurred increased legal and accounting fees to comply with
such rule changes. Further, proposed initiatives are expected to result in
changes in certain accounting rules, including legislative and other proposals
to account for employee stock options as a compensation expense. These and
other
potential changes could materially increase the expenses we report under U.S.
generally accepted accounting principles, and adversely affect our operating
results.
Continued
control by our principal stockholders.
Upon
completion of this offering, David Wallace and one other stockholder will
continue to own or control approximately 89.8 percent of our outstanding capital
stock. Accordingly, such persons will continue to control the affairs and
operations of Ecoland.
Arbitrary
determination of the offering price of our common stock.
The
offering price of our common stock has been arbitrarily determined, based on
our
estimate of the price that purchasers of speculative securities would be willing
to pay considering the nature and capital structure of Ecoland, the experience
of our management, and the market conditions for the sale of equity securities
in similar companies. The offering price of our common stock bears no necessary
relationship to the assets, earnings or book value of Ecoland or any other
objective standard of value.
We
are authorized to issue “blank check” preferred stock which, if issued without
stockholder approval, may adversely affect the rights of holders of our common
stock.
Our
articles of incorporation authorize the issuance of up to 50,000,000 shares
of
“blank check” preferred stock with such designations, rights and preferences as
may be determined from time to time by our board of directors. Accordingly,
our
board of directors is empowered, without stockholder approval, to issue
preferred stock with dividend, liquidation, conversion, voting or other rights
which would adversely affect the voting power or other rights of our
stockholders. In the event of issuance, the preferred stock could be utilized,
under certain circumstances, as a method of discouraging, delaying or preventing
a change in control, which could have the effect of discouraging bids for
Ecoland and thereby prevent stockholders from receiving the maximum value for
their shares. We have no present intention to issue any shares of preferred
stock in order to discourage or delay a change of control. However, there can
be
no assurance that preferred stock will not be issued at some time in the
future.
The
availability of a large number of authorized but unissued shares of common
stock
may, upon their issuance, lead to dilution of existing
stockholders.
We
are
authorized to issue 500,000,000 shares of common stock, of which as of the
date
of this prospectus, 44,650,000 shares are issued and outstanding. As a result,
we will be left with more than 455,350,000 authorized shares that remain
unissued. Our board may generally issue shares of common stock, or options
or
warrants to purchase those shares, without further approval by our stockholders
based upon such factors as our board of directors may deem relevant at that
time. We may issue a large amount of additional securities to raise capital
to
further our development. We may also issue a large amount of additional
securities to directors, officers, employees and consultants as compensatory
grants in connection with services, both in the form of stand-alone grants
or
under our stock plans. Such issuance of our equity securities may dilute your
proportionate ownership and voting rights as our stockholders. The issuance
of
large numbers of shares, possibly at below market prices, is likely to result
in
substantial dilution to the interests of our stockholders. In addition,
issuances of large numbers of shares may adversely affect the market price
of
our common stock.
The
sale of shares by selling stockholders pursuant to this offering may encourage
short selling and have an adverse impact on the market price of our common
stock.
After
the
registration statement of which this prospectus forms a part is declared
effective by the SEC, the selling stockholders may sell in the public market
up
to all of the shares of common stock being registered in this offering. That
means that up to 4,650,000 shares of common stock may be sold. Without taking
into account any other issuance of common stock by us in the future, the number
of shares being registered in this offering represents approximately 10.2
percent of our currently issued and outstanding shares. Such sales may increase
the number of our publicly traded shares, and as a result could depress the
market price of our common stock. Moreover, the mere prospect of resales by
the
selling stockholders could depress the market price for our common stock. The
significant downward pressure on our stock price caused by the sale of a
significant number of shares by the selling stockholders will allow short
sellers of our stock an opportunity to take advantage of any decrease in the
value of our common stock, and material amounts of short selling could further
contribute to progressive price declines in our common stock.
Risks
Relating to Our Stock
Our
common stock will in all likelihood be thinly traded, so you may be unable
to
sell at or near ask prices or at all if you need to sell your shares to raise
money or otherwise desire to liquidate your shares.
If
our
shares of common stock are listed for trading on the OTC Bulletin Board, the
shares will most likely be sporadically or thinly traded, meaning that the
number of persons interested in purchasing our common stock at or near ask
prices at any given time may be relatively small or none. This situation will
be
attributable to a number of factors, including the fact that we are a small
company which is relatively unknown to stock analysts, stock brokers,
institutional investors and others in the investment community that generate
or
influence sales volume, and that even if we came to the attention of such
persons, they tend to be risk-averse and would be reluctant to follow an
unproven company such as ours or purchase or recommend the purchase of our
shares until such time as we became more seasoned and viable.
As
a
consequence, there may be periods of several days or more when trading activity
in our shares is minimal or nonexistent, as compared to a seasoned issuer which
has a large and steady volume of trading activity that will generally support
continuous sales without an adverse effect on share price. It is possible that
a
broader or more active public trading market for our common stock will not
develop or be sustained, or that current trading levels will be
sustained.
The
market price for our common stock will likely be volatile. The price at which
you purchase our common stock may not be indicative of the price that will
prevail in the trading market.
The
market for our common stock will likely be characterized by significant price
volatility when compared to seasoned issuers, and we expect that our share
price
will continue to be more volatile than a seasoned issuer for the indefinite
future. The volatility in our share price should be attributable to a number
of
factors. First, as noted above, the shares of our common stock will be
sporadically and thinly traded. As a consequence of this lack of liquidity,
the
trading of relatively small quantities of shares by our stockholders may
disproportionately influence the price of those shares in either direction.
Our
stock price could, for example, decline precipitously in the event that a large
number of shares of our common stock are sold on the market without commensurate
demand, as compared to a seasoned issuer which could better absorb those sales
without adverse impact on its share price.
Secondly,
we are a speculative or risky investment due to our limited operating history,
no profits to date, and uncertainty of future market acceptance for our
products. As a consequence of this enhanced risk, more risk-averse investors
may, under the fear of losing all or most of their investment in the event
of
negative news or lack of progress, be more inclined to sell their shares on
the
market more quickly and at greater discounts than would be the case with the
stock of a seasoned issuer.
You
may be unable to sell your common stock at or above your purchase price, which
may result in substantial losses to you.
The
following factors may add to the volatility in the price of our common stock:
actual or anticipated variations in our quarterly or annual operating results;
government regulations, announcements of significant acquisitions, strategic
partnerships or joint ventures; our capital commitments; and additions or
departures of our key personnel. Many of these factors are beyond our control
and may decrease the market price of our common stock, regardless of our
operating performance. We cannot make any predictions or projections as to
what
the prevailing market price for our common stock will be at any time, including
as to whether our common stock will sustain its current market price on the
date
of this prospectus, or as to what effect that the sale of shares or the
availability of common stock for sale at any time will have on the prevailing
market price.
Volatility
in our common stock price may subject us to securities
litigation.
The
market for our common stock will be characterized by significant price
volatility when compared to seasoned issuers, and we expect that our share
price
will continue to be more volatile than a seasoned issuer for the indefinite
future. In the past, plaintiffs have often initiated securities class action
litigation against a company following periods of volatility in the market
price
of its securities. We may in the future be the target of similar litigation.
Securities litigation could result in substantial costs and liabilities and
could divert management’s attention and resources.
Our
chief
executive officer, David Wallace 20,000,000, possesses a substantial voting
control of our voting stock. Additionally, this concentration of ownership
could
discourage or prevent a potential takeover of Ecoland that might otherwise
result in your receiving a premium over the market price for your common
stock.
Mr.
Wallace owns 20,000,000 shares of our common stock, which represents 44.9%
percent of our issued and outstanding common stock as of the date of this
prospectus. The result of Mr. Wallace’s voting control is that he has the
ability to control all matters submitted to our stockholders for approval and
to
control our management and affairs, including extraordinary transactions such
as
mergers and other changes of corporate control, and going private transactions.
Additionally, this concentration of voting power could discourage or prevent
a
potential takeover of Ecoland that might otherwise result in your receiving
a
premium over the market price for your common stock.
Our
issuance of additional common stock in exchange for services or to repay debt,
would dilute your proportionate ownership and voting rights and could have
a
negative impact on the market price of our common stock.
Our
board
may generally issue shares of common stock to pay for debt or services, without
further approval by our stockholders based upon such factors as our board of
directors may deem relevant at that time. From inception until November 30,
2006, we issued no shares for debt to reduce our debt obligations. From
inception until November 30, 2006, we issued a total of
4
0,000,000
shares in payment for services. We may issue additional securities to pay for
services and reduce debt in the future or under such other circumstances we
may
deem appropriate at the time. Such issuance of our equity securities may dilute
your proportionate ownership and voting rights as our stockholders.
The
elimination of monetary liability against our directors, officers and employees
under our articles of incorporation and the existence of indemnification rights
to our directors, officers and employees may result in substantial expenditures
by Ecoland and may discourage lawsuits against our directors, officers and
employees.
Our
articles of incorporation contain provisions which eliminate the liability
of
our directors for monetary damages to Ecoland and our stockholders. Our bylaws
also require us to indemnify our officers and directors. We may also have
contractual indemnification obligations under our agreements with our directors,
officers and employees. The foregoing indemnification obligations could result
in us incurring substantial expenditures to cover the cost of settlement or
damage awards against directors, officers and employees, which we may be unable
to recoup. These provisions and resultant costs may also discourage us from
bringing a lawsuit against directors, officers and employees for breaches of
their fiduciary duties, and may similarly discourage the filing of derivative
litigation by our stockholders against our directors, officers and employees
even though such actions, if successful, might otherwise benefit Ecoland and
our
stockholders.
Anti-takeover
provisions may impede the acquisition of Ecoland.
Certain
provisions of the Nevada Revised Statutes have anti-takeover effects and may
inhibit a non-negotiated merger or other business combination. These provisions
are intended to encourage any person interested in acquiring us to negotiate
with, and to obtain the approval of, our board of directors in
connection
with such a transaction. As a result, certain of these provisions may discourage
a future acquisition of us, including an acquisition in which the stockholders
might otherwise receive a premium for their shares.
If
we fail to remain current
in
our reporting requirements, we could be removed from the OTC Bulletin Board
which would limit the ability of broker-dealers to sell our securities and
the
ability of stockholders to sell their securities in the secondary
market.
Companies
trading on the OTC Bulletin Board must be reporting issuers under Section 12
of
the Securities Exchange Act of 1934, as amended, and must be current in their
reports under Section 13 of the Exchange Act, in order to maintain price
quotation privileges on the OTC Bulletin Board. If we fail to remain current
in
our reporting requirements, we could be removed from the OTC Bulletin Board.
In
such an event, the market liquidity for our securities could be severely and
adversely affected by limiting the ability of broker-dealers to sell our
securities and the ability of stockholders to sell their securities in the
secondary market.
Our
common stock will most likely be subject to the “penny stock” rules of the
SEC
.
Further, the trading market in our common stock will most likely be limited,
which will most likely make transactions in our stock cumbersome and may reduce
the investment value of our stock
The
SEC
has adopted Rule l5g-9 which establishes the definition of a “penny stock,” as
any equity security that has a market price of less than $5.00 per share or
with
an exercise price of less than $5.00 per share, subject to certain exceptions.
If bid and ask price of our common stock is less than $5.00 per share, our
shares will be classified as “penny stock” under the rules of the SEC. For any
transaction involving a penny stock, unless exempt, the rules
require:
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That
a broker or dealer approve a person’s account for transactions in penny
stocks; and
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The
broker or dealer receives from the investor a written agreement to
the
transaction, setting forth the identity and quantity of the penny
stock to
be purchased.
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The
broker or dealer must also deliver, prior to any transaction in a penny stock,
a
disclosure schedule prescribed by the SEC relating to the penny stock market,
which, in highlight form:
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Sets
forth the basis on which the broker or dealer made the suitability
determination; and
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States
that the broker or dealer received a signed, written agreement from
the
investor prior to the transaction.
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Generally,
brokers may be less willing to execute transactions in securities subject to
the
“penny stock” rules. This may make it more difficult for investors to dispose of
our common stock and cause a decline in the market value of our
stock.
Disclosure
also has to be made about the risks of investing in penny stocks in both public
offerings and in secondary trading and about the commissions payable to both
the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account
and
information on the limited market in penny stocks.
Stockholders
should be aware that, according to SEC Release No. 34-29093, the market for
penny stocks has suffered in recent years from patterns of fraud and abuse.
Such
patterns include:
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Control
of the market for the security by one or a few broker-dealers that
are
often related to the promoter or
issuer;
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Manipulation
of prices through prearranged matching of purchases and sales and
false
and misleading press releases;
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Boiler
room practices involving high-pressure sales tactics and unrealistic
price
projections by inexperienced sales
persons;
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Excessive
and undisclosed bid-ask differential and markups by selling
broker-dealers; and
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The
wholesale dumping of the same securities by promoters and broker-dealers
after prices have been manipulated to a desired level, along with
the
resulting inevitable collapse of those prices and with consequential
investor losses.
|
The
occurrence of these patterns or practices could increase the volatility of
our
share price. Although we do not expect to be in a position to dictate the
behavior of the market or broker-dealers who participate in the market,
management will strive within the confines of practical limitations to prevent
the described patterns from being established with respect to our
stock.
In
this
prospectus, we make a number of statements, referred to as “forward-looking
statements” which are intended to convey our expectations or predictions
regarding the occurrence of possible future events or the existence of trends
and factors that may impact our future plans and operating results. We note,
however, that these forward-looking statements are derived, in part, from
various assumptions and analyses we have made in the context of our current
business plan and information currently available to us and in light of our
experience and perceptions of historical trends, current conditions and expected
future developments and other factors we believe to be appropriate in the
circumstances.
You
can
generally identify forward-looking statements through words and phrases such
as
“seek,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,”
“budget,” “project,” “may be,” “may continue,” “may likely result,” and similar
expressions. When reading any forward-looking statement you should remain
mindful that all forward-looking statements are inherently uncertain as they
are
based on current expectations and assumptions concerning future events or future
performance of Ecoland, and that actual results or developments may vary
substantially from those expected as expressed in or implied by that statement
for a number of reasons or factors, including those relating to:
| · |
Whether
or not markets for our products develop and, if they do develop,
the pace
at which they develop;
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Our
ability to attract and retain the qualified personnel to implement
our
growth strategies;
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Our
ability to fund our short-term and long-term financing
needs;
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Competitive
factors;
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General
economic conditions;
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Changes
in our business plan and corporate strategies;
and
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Other
risks and uncertainties discussed in greater detail in the sections
of
this prospectus, including those captioned “Risk Factors” and
“Management’s Discussion and Analysis or Plan of
Operation.”
|
Each
forward-looking statement should be read in context with, and with an
understanding of, the various other disclosures concerning Ecoland and our
business made elsewhere in this prospectus as well as
other
pubic reports filed with the United States Securities and Exchange Commission.
You should not place undue reliance on any forward-looking statement as a
prediction of actual results or developments. We are not obligated to update
or
revise any forward-looking statement contained in this prospectus to reflect
new
events or circumstances unless and to the extent required by applicable
law.
This
prospectus relates to shares of our common stock that may be offered and sold
from time to time by the selling stockholders. We will not receive any proceeds
from the sale of shares of common stock described in this
prospectus.
As
of the
date of this prospectus, the shares of our common stock are not quoted for
sale
on any public market. We currently have 44,650,000 shares of our common stock
issued and outstanding, which are held of record and beneficially owned by
49
persons.
As
for
our shares which we have agreed to register for resale by means of this
prospectus and our shares which may be sold subject to the provisions of Rule
144 under the Securities Act, please see “Selling Stockholders” and “Shares
Available for Future Sale.”
We
have
not paid or declared any dividends on our common stock, nor do we anticipate
paying any cash dividends or other distributions on our common stock in the
foreseeable future. Any future dividends will be declared at the discretion
of
our board of directors and will depend, among other things, on our earnings,
if
any, our financial requirements for future operations and growth, and other
facts as our board of directors may then deem appropriate.
Securities
Authorized for Issuance under Equity Compensation Plans
We
do not
have any equity compensation plans as of the date of this
prospectus.
Company
Overview
We
were
incorporated in Nevada on June 24, 2005 as Guano Distributors, Inc. We changed
our name to Ecoland International, Inc. on June 28, 2006. Ecoland has acquired
a
non-exclusive distribution agreement from Sociaf, LDA, an Angolan company,
for
the right to distribute Sociaf’s dry bar cave bat guano in the continental
United States, Europe, Asia and the Middle East which we believe to be a
superior type of bat guano fertilizer. Dry bar cave bat guano exists in limited
supplies worldwide. Sociaf has a license form the Angolan government to an
estimated 350,000 tons of bat guano reserves in 54 caves that make up the
properties in which the distribution rights are held which has an estimated
value in today’s market of over $2 billion. Our distribution rights have a
lifespan of three years beginning May 11, 2005, and are renewable.
Sociaf,
which was established in 1989, has conducted limited operations in Angola since
its inception, mostly selling guano regionally in Angola. Sociaf has had
difficulty in developing any significant market for its guano reserves due
to a
lack of capital, management expertise and the very restrictive business
environment in which it operated. Consequently, in 2002, Derek Coburn and David
Wallace, our chief executive officer, chief financial officer and director,
were
invited by the controlling owners of Sociaf to provide consulting services
for
the purpose of overcoming the many obstacles in the business environment in
Angola, and to help expand the business. In August 2003, Messrs. Coburn and
Wallace completed a business plan that involved practical implementation of
selling guano into the South African market.
We
intend
to hand-pick, process, package and market our guano reserves worldwide. The
logistics of distribution have also been pre-arranged, with the bat guano being
trucked to local shipping ports in Angola, and shipped worldwide via the many
cargo ships that leave the country empty every day.
History
of Guano
The
word
guano originated from the Quichua language of the Inca civilization, and its
literal translation is “the droppings of sea birds.” It is actually a misnomer
to refer to bat dung as guano, but the use of guano to describe the nutrient
rich dung of bats that collects on the floor of caves, has become accepted
worldwide.
The
most
famous guano was that used by the Inca. The guano would collect on the rainless
islands off the coast of Peru. Atmospheric conditions in the region insured
a
minimal loss of nutrients. Very little leaching of the valuable material, and
minimal loss of the nitrogenous matter found in guano, made these Peruvian
reserves special. The Inca would actually guard and regulate their treasured
soil enrichment ingredient. Access to the guano deposits was restricted to
only
the chosen caretakers. Disrupting the “rookeries” could result in punishment by
death.
Guano
was
considered the premier fertilizer in the United States during the 19th Century
due to its high concentration of organic matter and nutrients. During the peak
of the guano era, drastic steps were taken to maintain a supply for U.S.
farmers. On August 18, 1856, Congress passed an act to authorize that
“protection be given to citizens of the United States who may discover guano,
under which any citizen of the United States was authorized to take possession
of and occupy any unclaimed island, rock or key containing guano.” This act led
to many small, otherwise meaningless islands being claimed by the U.S. during
this period.
Bat
guano
is distinct among all other organic fertilizers, as it is broken down over
a
process of many years by the microbial activity that is indigenous to the dark,
humid environment found inside caves. This biological process results in a
stable, natural, odorless fertilizer. Bat guano contains live microbial flora,
which when incorporated in the soil, act on the organic matter to make nutrients
available to the plants. The nutrients found in bat guano are the same that
are
artificially added to modern chemical fertilizer, including NPK, calcium and
magnesium. An added bonus, bat guano also contains other beneficial trace
elements.
With
the
expansion of organic farming, and the increased demand for organically grown
fruits and vegetables from consumers in South Africa, Europe and the United
States, bat guano fertilizer is once again becoming a valuable commodity. We
believe the bat guano found on the Sociaf properties in Angola is some of the
best “dry bar cave” bat guano in the world. It is considered a slow release
fertilizer as well, which saves valuable time and money for farmers, since
the
use of it helps avoid multiple fertilizer applications. It was in fact tested
for effectiveness against modern chemical fertilizers, and was found to be
equally effective in providing the necessary nutrients to soil. Bat guano is
resurfacing as the most logical, effective and affordable choice for farmers
that make up the rapidly growing organic market. We plan to produce a
granulated, coated fertilizer under the
Ecoland
Guano
label.
Our guano will be marketed in plastic tubs of one, two and five kilograms,
as
well as in bags up to 25 kilograms.
Non-Exclusive
Distribution Agreement
On
May
11, 2005, we executed a non-exclusive distribution agreement with Sociaf LDA,
whereby we acquired the right to distribute bat guano in the continental United
States of America, Europe, Asia and the Middle East in excess of 350,000 tons
of
bat guano. The term of the agreement is from the date of execution until May
11,
2008 and is renewable subject to written approval from both parties within
30
days prior to May 11, 2008.
Sociaf,
LDA will continue to own the land, machinery, licenses, product and mining
rights for the bat guano. Ecoland will provide:
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First
line call support for receiving of orders and first line service
calls
from customers.
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Qualified
manpower, support and information to work sales
representatives.
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Letters
of credit or similar financial instrument for each purchase order
within
seven days upon approval from
Sociaf.
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Bat
Guano
Extraction, Sterilization and Packaging
The
extraction of bat guano is a simple process requiring no sophisticated mining
techniques. In fact, due to local community and environmental concerns, we
intend to extract the bat guano strictly by hand, utilizing the abundant,
cost-effective labor work force in Angola. Extracting the bat guano on a manual
basis avoids disrupting the bat’s natural environment and harming the bats in
anyway, which only ensures future guano reserves. This environmentally friendly
aspect of the business will be a central focus in our marketing
campaign.
Laborers
will retrieve and bag the natural bat guano product. While the guano will
originate in Angola, we intend to process it in South Africa or another low-cost
environment. The underlying reasons for this are:
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A
lack of suitable infrastructure in Angola, primarily sterilization
facilities, packaging equipment and supplies, printing supplies,
financial
institutions for trade finance, communications equipment and processing
equipment (
i.e.,
granulation and coating equipment).
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The
cost of doing business in Angola is very high. Rent, communications
logistics, expert personnel and even food are all in found in limited
supply in Angola. South Africa or some other strategic, modernized
country
will have the necessary infrastructure and be cost effective for
Ecoland
to conduct operations.
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Diversification
of risk between Angola and South Africa. Although we classify the
risk in
Angola as medium, we would prefer to have our assets spread over
two
countries. Two distinct operations need to occur, extraction and
then
processing/marketing. Placing these two different aspects of the
business
separate of one another helps to ensure survival and ultimately
success.
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We
intend to establish a stockpile of bat guano over our initial six
months
of operations. From that point forward, a strategic stockpile will
always
be kept in storage to cover any outstanding
liabilities.
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Ecoland
guano will ultimately be sterilized and packaged at our yet to be located
operations headquarters, and then shipped off to the several countries
identified for sales and distribution of the product.
Market
Analysis
Ecoland
intends to target markets in South Africa, Europe, the United Kingdom and the
United States. The market size for garden fertilizers in Germany, France and
the
U.K. is estimated to be over almost $1.93 billion per year alone.
The
market for bat guano fertilizer in South Africa is a healthy one, and members
of
our management team have researched the commercial and organic/specialty farming
sectors there now for three years. We estimate that Ecoland could sell 12,000
tons of bat guano to the commercial and specialty growers alone in South Africa.
Additional guano can be sold through retail means as well. Angola has been
historically limited by a lack of supply. In fact, the demand could be much
greater in the commercial sector, as high as 24,000 tons by some
estimates.
The
estimated selling price in South Africa is R4,500 (currently, approximately
$645) per ton, with cost of sales being R2,286 (currently, approximately $325).
The resulting margin per ton is R2,214 (currently, approximately $320) based
on
the conservative, low-end estimated selling price. These numbers are for bulk
deliveries of the bat guano in 25 kilogram bags. The margin improves
significantly when the product is sold in 2-5 kilogram containers, such as
through retail garden centers, outlets,
etc.
From
research performed in typical retail garden centers in South Africa, we have
established that one kilogram of bat guano can sell for R52 (currently,
approximately $7.40) with a cost of sales (
i.e.
,
container, label, packaging and delivery) around R4 (currently, approximately
$0.60).
Bat
guano
fertilizer is currently sold in the United Kingdom for approximately $3.05
per
kilogram, with a cost of sales of $0.80 per kilogram. This results in a margin
of $2.25 per kilogram, or $1,250 per ton. These numbers result in a margin
of
$25,000 per 20 foot container load, a common size shipped on cargo
vessels
These
costs of sale estimates for regions to which shipping the product is necessary
are conservative. We believe this as the largest portion of our cost is
allocated to the shipping (or freight). In our preliminary discussions with
Nile
Dutch Shipping and Safmarine, both companies have indicated that if we were
to
place our shipping with them in advance, they could reduce our estimated
shipping rates significantly.
The
best
margin is obtained for guano fertilizer sold regionally in Angola. The cost
of
sales for product delivered to Luanda is $0.11 per kilogram, with a current
selling price of $1.14 per kilogram. This is a gross margin of 936
percent.
Our
estimates call for first year sales of 3,000 tons, split between and sold in
Angola, South Africa and the United Kingdom. Our business plan calls for
production increasing two-fold each year for the first three years. Each year
after year three we expect an estimated 20 percent growth in total tons of
bat
guano fertilizer sold worldwide. Once we have three years of operations, we
estimate 12,000 tons of bat guano fertilizer will be sold per
annum.
Opportunities;
Organic Farming on the Rise
The
international market for bat guano fertilizer is growing rapidly, and the
markets that Ecoland is targeting all have organic farming components, and
have
been certifying organically grown fruits and vegetables for several years now.
South Africa, Europe, the United Kingdom and the United States all have agencies
that are either monitoring and/or certifying the practices of organic farmers
and the use of the term organic in marketing.
Bat
guano
fertilizer is considered organic by agencies and farmers in all regions, and
these organic farmers first and foremost require an organic means of building
healthy soils. To have healthy soils, farmers must nourish the living components
of their soil,
i.e.
,
the
microbial inhabitants that release, transform, and transfer nutrients. Adding
bat guano fertilizer to soil is one of the most effective means to achieve
this
result.
Organic
legislation started in Europe in 1991 with EU Regulation 2092/91. The United
Kingdom translated the regulation into its own national legislation the
following year, known as the UK Organic Products Regulation. These legislations
specify how organic food is produced, processed and packaged, to qualify for
the
description “organic.” Organic farming was defined as a way of growing crops
without utilizing artificial pesticides or fertilizers. Unfortunately this
legislation only covered crop products (fruit, vegetables, cereals) initially,
but in August 1999, the EU organic regulations were extended to cover livestock
production (meat, eggs, poultry and dairy products), with the U.K. following
suit the same year.
The
agency in the United Kingdom that certifies organically grown fruits and
vegetables is the Organic Farmers & Growers (OF&G) — considered an
organic certification body. The OF&G carries out the inspection and
licensing of organic farming, and food processing, across the UK.
In
South
Africa, the Agricultural Research Council (ARC) is the government body that
regulates the organic markets. South Africa has adopted policies similar to
the
European Union Regulation 2092/91.
The
organic fruits and vegetables market in the United States has also been
monitored since October 21, 2002, when the U.S.D.A. made it a federal offense
to
label any food product as “organic” unless it has been certified. All uses of
the labeling term “organic” for food are strictly regulated in the
U.S.
Organic
agriculture is expanding rapidly in the United States and worldwide. Consumer
interest in organically grown fruits and vegetable, as well as organically
controlled food processing, continues to gather momentum. As a result, newer
and
better organic production and marketing systems continue to evolve, as does
the
demand for organic pest control systems and organic
fertilizers.
Statistics
Following
are some statistics regarding the organic foods market:
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Organic
foods have been a particularly bright spot on the agricultural horizon
in
recent years. According to industry estimates, retail sales in the
United
States grew from $1 billion in 1990, to $5.5 billion in 1998. Although
part of a high-value niche market, organic products are no longer
found
exclusively at farmers’ markets or health food stores. Instead, mainstream
shoppers are finding increasing numbers of organic products on supermarket
shelves around the country. At the same time, demand for organic
products
overseas is at an all-time high, and growing. (
U.S.
Department of Agriculture, Foreign Agricultural Service,
AgExporter,
March 2000).
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Industry
observers expect demand for organic products and commodities around
the
world to grow for several reasons. First, core support for organics
is
strongest among affluent, educated, health-conscious consumers. The
motivations that first drew them to organics, such as concern for
the
environment and their personal health, are likely to endure. Second,
today’s time-pressed organic product consumers want convenience and
variety. Mainstream retailers who want to meet consumers’ preference for
one-stop shopping will require a steady and reliable supply of organic
products. (
U.S.
Department of Agriculture, Foreign Agricultural Service,
AgExporter,
March 2000).
|
|
·
|
Almost
one-third of the U.S. population currently buys organically grown
food
products. The most frequently purchased product groups are vegetables,
fruits, and cereals/grains. (Hartman Group,
The
Organic Consumer Profile
,
January 2000).
|
Worldwide,
more than seven million hectares, an area about the size of South Carolina,
are
now producing organic food and fiber. Farmers in 130 countries now produce
organically grown food. In the United States, a mere 0.2 percent of cropland
is
now certified organic, but that number is growing. It must grow to keep up
with
the nearly 10 percent organic croplands in several European
nations.
Globally,
consumers now spend $22 billion a year on organic products. Organic farming
is
the fastest growing sector in the agricultural economy. Nearly half of the
major
U.S. supermarkets now carry organic products. In Japan, demand is growing by
more than 20 percent a year as well. Companies from McDonald’s to Patagonia now
buy at least some organic ingredients. Bat guano promises to be an integral
part
of this organic foods boom.
Ecoland
has the opportunity to produce a low cost natural fertilizer for the domestic
market in Angola, and for international markets identified in South Africa,
Europe, the United Kingdom, and the United States. A salient feature of
our
Ecoland
bat
guano fertilizer is that it is 100 percent organic, and therefore ideal as
a
fertilizer for the burgeoning organic foods industries, worldwide. We feel
we
have a comprehensive, sustainable development plan that will reward the local
economy and the Angolan people in the region where its guano reserves are
held.
Private
Placement
On
May
14, 2006, we closed a private placement of 4,650,000 shares of our common stock
with 47 purchasers, resulting in gross proceeds of $93,000. Thirty-four of
our
subscribers were non-U.S. persons. The 13 U.S. investors were composed of six
accredited investors and seven non-accredited investors, as defined in the
Securities Act. We entered into a registration rights agreement with the
investors whereby we agreed to file with the SEC a registration statement
covering the resale of all of our shares of common stock issued in the private
placement. Accordingly, we have included these shares in a registration
statement on Form SB-2, of which this prospectus forms a part.
Competition
The
worldwide market for bat guano fertilizer is limited more by supply, than it
is
by demand. Bat guano is mined and sold around the world in small quantities
by a
variety of import/export companies. In the opinion of management, relatively
little competition exists, at least in the United Kingdom and in South Africa.
With the organic foods boom in all of the markets we are targeting, there
appears to be an ample market for our bat guano fertilizer.
Key
Personnel
Our
future financial success depends to a large degree upon the personal efforts
of
our key personnel. In our formative period as a new enterprise, David Walker,
our current chief executive officer, chief financial officer and director,
has
played the major role in developing our business strategy. The loss of the
services of Mr. Walker could have an adverse effect on our business and our
chances for profitable operations.
While
we
intend to employ additional management personnel in order to minimize the
critical dependency upon any one person, it is possible that we will not be
successful in attracting and retaining the persons needed. If we do not succeed
in retaining and motivating our current employees and attracting new high
quality employees, our business could be adversely affected.
Our
Financial Results May Be Affected by Factors Outside of Our
Control
Our
future operating results may vary significantly from quarter to quarter due
to a
variety of factors, many of which are outside our control. Our anticipated
expense levels are based, in part, on our estimates of future revenues and
may
vary from our projections. We may be unable to adjust spending rapidly enough
to
compensate for any unexpected revenue shortfall. Accordingly, any significant
shortfall in revenues in relation to our planned expenditures would materially
adversely affect our business, operating results, and financial
condition.
We
cannot
predict with certainty our revenues and operating results. Further, we believe
that period-to-period comparisons of our operating results are not necessarily
a
meaningful indication of future performance.
Employees
As
of the
date of this prospectus, we employed approximately three full-time employees
and
five part-time employees. None of these employees are currently represented
by a
labor union or are covered under a collective bargaining agreement. As we grow,
we will need to attract an unknown number of additional qualified employees.
Although we have experienced no work stoppages and believe our relationships
with our employees are good, we could be unsuccessful in attracting and
retaining the persons needed. We do not expect that we will have any difficulty
in locating additional employees to support our growth.
Description
of Property
Our
administrative offices are located at 4425 Venture Cannon Avenue, Sherman Oaks,
California 91423, which is owned by a part time employee. This space is being
utilized on a temporary basis free of charge. There is no guarantee that this
arrangement will continue. We believe that all of our facilities are adequate
for our current operations. We expect that we could locate other suitable
facilities at comparable rates, should we need more space.
Legal
Proceedings
We
are
not engaged in any litigation, and we are unaware of any material claims or
complaints that could result in future litigation. We will seek to minimize
disputes with our customers but recognize
the
inevitability of legal action in today’s business environment as an unfortunate
price of conducting business.
The
following discussion should be read in conjunction with our consolidated
financial statements and notes to those statements. In addition to historical
information, the following discussion and other parts of this prospectus contain
forward-looking information that involves risks and uncertainties.
Results
of Operations
Six
months ended November 30, 2006 compared to the six months ended November 30,
2005.
Total
revenues were $14,040 for the six months ended November 30, 2006 compared to
$5,231
for the
prior period. Our gross profit for the six months ended November 30, 2006
compared to 2005 increased to $11,015 from
a
loss of
$
5,784
.
Gross
margin as a percentage of sales increased 78 percent in 2006 from 0 percent
in
2005.
Total
operating expenses for the six months ended November 30, 2006 compared to 2005
was $74,720.
We
had an
operating loss of $63,705 in 2006 compared to $
44,616
for the
corresponding
period
of
2005
.
Interest expense, net for the six months ended November 30, 2006 was $4,191
as
compared to $
623
for
the
same
period of 2005.
Net
loss
for the six months ended November 30, 2006 was $67,896 compared to a net loss
of
$
50,536
for the
same period in 2005.
Year
ended May 31, 2006 compared to the year ended May 31,
2005.
Revenue
for the 12 months ended May 31, 2006 was $10,461 compared to $0 for the 12
months ended May 31, 2005.
Cost
of
revenue was $21,057 for the year ended May 31, 2006, compared to $0 cost of
revenue for the year ended May 31, 2005.
General
and administrative expenses were $76,590 for the 12 months ended May 31, 2006,
compared to $
29,127
for the
12 months ended May 31, 2005. Consulting legal and professional expenses were
$25,000 for the 12 months ended May 31, 2006 compared to $0 for the 12 months
ended May 31, 2005.
Liquidity
and Capital Resources
Based
upon our recurring losses from operations as of May 31, 2006, our current rate
of cash consumption and the uncertainty of liquidity related initiatives
described below, there is substantial doubt as to our ability to continue as
a
going concern. Therefore, we will in all likelihood, have to rely on external
financing for some or all of our capital requirements. Future losses are likely
to continue unless we successfully implement our business plan, which calls
for
us to secure both debt and equity financing while expanding our
operations.
As
of May
31, 2006, we had a deficiency in working capital of $
5,961
.
Cash
used in investing activities
totaled
$1,525 for the purchase of
property, plant and equipment.
We
believe that our current cash on hand plus income from operations will be
sufficient to sustain us through the next 12 months.
Our
audited financial statements have been prepared on a basis that contemplates
our
continuation as a going concern and the realization of assets and liquidation
of
liabilities in the ordinary course of
business.
Our audited financial statements do not include any adjustments relating to
the
recoverability and classification of recorded asset amounts or the amounts
and
classification of liabilities that might be necessary should we be unable to
continue as a going concern.
C
apital
Expenditures Commitments
As
of May
31, 2006, we do not have any material capital expenditures commitments. Our
capital requirements have been and will continue to be significant, our plan
of
operation calls for additional capital to facilitate growth and support our
long-term development strategy marketing programs. It is likely that we will
have to seek additional financing through future public or private sales of
our
securities, including equity securities. We may also seek funding for the
development and marketing of our products through strategic partnerships and
other arrangements with investment partners. There can be no assurance, however,
that such collaborative arrangements or additional funds will be available
when
needed, or on terms acceptable to us, if at all. Any such additional financing
may result in significant dilution to existing stockholders. If adequate funds
are not available we may be required to curtail one or more of our future
programs.
We
expect
to incur significant capital expenses in pursuing our development strategy
plans
to increase sales volume, expanding our product lines and obtaining additional
financing through stock offerings, or licensing agreements or other feasible
financing alternatives. In order for us to continue our operations, we will
require additional funds over the next twelve months. While we hope we will
be
able to generate funds necessary to maintain our operations, without additional
funds there will be a limitation to the number of new projects that we could
take on, which may have an effect on our ability to maintain our operations.
Additional financing may not be available on terms favorable to us, or at all.
If additional funds are not available, we may not be able to execute our
business model plan or take advantage of business opportunities. Our ability
to
obtain such additional financing and to achieve our operating goals is
uncertain. In the event that we do not obtain additional capital or are not
able
to increase cash flow through the increase of in revenues, there is a
substantial doubt of our being able to continue as a going concern.
Going
Concern
As
of May
31,
2006,
Ecoland
had a $
5,961
working
capital deficit with a limited borrowing capacity. The present condition
continues to create uncertainty as to Ecoland’s ability to continue as a going
concern in the absence of additional capital and/or financing, particularly
in
light of our historic operating losses. We are currently making the following
efforts to improve our overall financial condition:
|
·
|
Increasing
revenues, while maintaining or improving gross margins in the
process;
|
|
·
|
Control,
and in some cases reduce, general and administrative expenses that
will
not impede growth; and
|
|
·
|
Seek
additional sources of working capital through both debt and equity
transactions to fund daily
operations.
|
Specifically,
we believe our hoped-for access to the capital markets will result in additional
working capital that will enable us to increase revenue-generating activities,
access and expertise which is typically constrained as individual private
companies.
Quantitative
and Qualitative Disclosure About Market Risk
We
believe that we do not have any material exposure to interest or commodity
risks. We are exposed to certain economic and political changes in international
markets where we compete, such as inflation rates, recession, foreign ownership
restrictions, and trade policies and other external factors over which we have
no control.
Our
financial results are quantified in U.S. dollars and a majority of our
obligations and expenditures with respect to our operations are incurred in
U.S.
dollars. Although we do not believe we currently have any materially significant
market risks relating to our operations resulting from foreign exchange rates,
if we enter into financing or other business arrangements denominated in
currency other than the U.S. dollars, variations in the exchange rate may give
rise to foreign exchange gains or losses that may be significant.
We
currently have no material long-term debt obligations. We do not use financial
instruments for trading purposes and we are not a party to any leverage
derivatives.
As
discussed by our accountants, our revenue is currently insufficient to cover
our
costs and expenses. We anticipate raising any necessary capital from outside
investors coupled with bank or mezzanine lenders. As of the date of this
prospectus, we have not entered into any negotiations with any third parties
to
provide such capital.
Our
independent certified public accountants have stated in their report included
in
our May 31, 2006, that we have incurred operating losses in the last two years,
and that we are dependent upon management’s ability to develop profitable
operations. These factors among others may raise substantial doubt about our
ability to continue as a going concern.
Use
of Estimates and Significant Risks
The
preparation of consolidated financial statements in conformity with accounting
principles generally accepted in the United States 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 consolidated financial statements, and the reported amounts of revenues
and
expenses during the reporting periods. Actual results could differ from those
estimates.
Cash
and Cash Equivalents
Ecoland
considers all highly liquid investments with the original maturities of three
months or less to be cash equivalents.
Accounts
Receivable
The
allowance for doubtful accounts is established as losses are estimated to have
occurred through a provision for bad debt charged to earnings. Losses are
charged against the allowance when management believes the uncollectibility
of a
receivable is probable. Subsequent recoveries, if any, are credited to the
allowance. The allowance for doubtful accounts is evaluated on a regular basis
by management and is based on historical experience and specifically identified
questionable receivables. The evaluation is inherently subjective, as it
requires estimates that are susceptible to significant revision as more
information becomes available. Allowance for doubtful accounts was $1,200 and
$0
at May 31, 2006 and 2005.
Property
and Equipment
Property
and equipment are stated at cost. Depreciation and amortization are calculated
on the straight-line and accelerated methods based on estimated useful lives
which generally range from five to seven years for equipment, 10 years for
leasehold improvements, and 29 years for buildings.
Intangible
Asset Valuation
Goodwill
represents the excess of acquisition cost over the assigned fair value of the
assets acquired, less liabilities assumed. SFAS No. 142, “Goodwill and Other
Intangible Assets,” addresses financial accounting and reporting for acquired
goodwill and other intangible assets. For purposes of
goodwill
impairment measurement, Ecoland is required to compare the fair value of the
reporting unit with its carrying amount (net equity), including goodwill. If
the
fair value of the reporting unit exceeds its carrying amount, goodwill of the
reporting unit is considered not impaired. We have made this assessment and
determined that no impairment to goodwill is indicated as of May 31, 2006 and
2005, and thus did not record an impairment charge for the years then ended.
However, we are exposed to the possibility that changes in market conditions
could result in significant impairment charges in the future.
Earnings
Per Share
Basic
earnings or loss per common share is computed by dividing income available
to
common stockholders by the weighted-average number of common stock outstanding
for the period. Diluted earnings per common share, in addition to the weighted
average determined for basic earnings per shares, includes potential dilution
that could occur if securities or other contracts to issue common stock were
exercised or converted into common stock.
Income
Taxes
We
account for income taxes using an asset and liability approach that requires
the
recognition of deferred tax assets and liabilities for the expected future
tax
consequences of events that have been recognized in our financial statements
or
tax returns. In estimating future tax consequences, we consider all expected
future events other than enactment of or changes in the tax law or
rates.
Stock-Based
Compensation
Ecoland
has adopted Statement of Financial Accounting Standard No. 123 (“SFAS No. 123”),
“Accounting for Stock Based Compensation,” and SFAS No. 148, as amended, and
elected to use the intrinsic value method in accounting for its stock option
plan. Accordingly, no compensation cost has been recognized in the consolidated
financial statements for this plan.
Off-Balance
Sheet Arrangements
We
have
not entered into any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes
in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources and would be considered material
to
investors.
Directors
and Executive Officers
Our
directors and executive officers are:
|
Name
|
Age
|
Position(s)
|
Position(s)
Held Since
|
|||
|
David
Wallace
|
43
|
Chief
Executive Officer, Chief Financial Officer and Director
|
September
2005
|
|||
The
members of our board of directors are subject to change from time to time by
the
vote of the stockholders at special or annual meetings to elect directors.
The
number of the directors may be fixed from time to time by resolution duly passed
by our board. Our board has fixed the number of our directors at one. At present
we have one director.
Each
director will hold office for the term for which elected and until his successor
is elected and qualified or until his earlier death, resignation or removal.
Vacancies and newly created directorships resulting from any increase in the
number of authorized directors may generally be filled by a majority of the
directors then remaining in office. The directors elect officers annually.
There
are no family relationships among the directors and officers of
Ecoland.
We
may
employ additional management personnel, as our board of directors deems
necessary. Ecoland has not identified or reached an agreement or understanding
with any other individuals to serve in management positions, but does not
anticipate any problem in employing qualified staff.
A
description of the business experience during the past several years for Mr.
Wallace is set forth below.
Mr.
Wallace graduated from the University of Cape Town, South Africa, with a
Bachelors of Business Science and Bachelors of Commerce. Mr. Wallace is a
chartered accountant and belongs to the South African Institute Of Chartered
Accountants. His experience includes trade experience from living in Hong Kong
and Thailand, and he has extensive networking contacts in Asia and Russia,
where
he ran his own import/export company. From March 2005 to December 2006, Mr.
Wallace was the Managing Director Guano Distributors (Pty) Ltd, South Africa,
market development. From June 2004 until February, 28, 2005 he was a consultant
to Sociaf, LDA’s export development project. From April 2004 until May 31, 2005,
he was employed by Ice Blue Solutions Ltd, United Kingdom. From 1997 to March
2004, he was employed by Covco (Hong Kong) Limited, as a director.
Employment
Agreements
We
do not
currently have employment agreements with any of our employees.
Code
of Ethics
We
have
adopted a code of ethics that applies to our principal executive officer,
principal financial officer, principal accounting officer or controller, or
persons performing similar functions. The code of ethics is designed to deter
wrongdoing and to promote:
|
·
|
Honest
and ethical conduct, including the ethical handling of actual or
apparent
conflicts of interest between personal and professional
relationships;
|
|
·
|
Full,
fair, accurate, timely, and understandable disclosure in reports
and
documents that we file with, or submits to, the SEC and in other
public
communications made by us;
|
|
·
|
Compliance
with applicable governmental laws, rules and
regulations;
|
|
·
|
The
prompt internal reporting of violations of the code to an appropriate
person or persons identified in the code;
and
|
|
·
|
Accountability
for adherence to the code.
|
We
will
provide to any person without charge, upon request, a copy of our code of
ethics. Any such request should be directed to our corporate secretary at 4425
Ventura Canyon Avenue, Suite 105, Sherman Oaks, California 91423.
Section
16(a) Beneficial Ownership Reporting Compliance
Once
this
prospectus become effective, under Section 16(a) of the Exchange Act, our
directors and certain of our officers, and persons holding more than 10 percent
of our common stock will be required to file forms reporting their beneficial
ownership of our common stock and subsequent changes in that ownership with
the
Securities and Exchange Commission. Such persons will also be required to
furnish us with copies of all forms so filed.
The
following table summarizes compensation information for the last two fiscal
years for (i) our chief executive officer and (ii) each of our executive
officers other than the chief executive officer who were serving as executive
officers of Ecoland at the end of the last two fiscal years.
Summary
Compensation Table
The
following table sets forth information regarding annual and long-term
compensation with respect to the fiscal years ended May 31, 2006 and 2005 for
services in all capacities rendered to us by the named executive
officers.
|
Annual
Compensation
|
Long
Term Compensation
|
||||||||||||||||||||||||
|
Awards
|
Payouts
|
||||||||||||||||||||||||
| Name and Principal Position |
Fiscal
Year
|
Salary
|
Bonus
|
Other
Annual Compensation
|
Restricted
Stock
Award(s)
|
Securities
Underlying Options/SARs (#)
|
LTIP
Payouts
|
All
Other Compensation
|
|||||||||||||||||
|
Robert
Russell
|
2006
|
$
|
-0-
|
$
|
-0-
|
$
|
-0-
|
-0-
|
-0-
|
$
|
-0-
|
$
|
-0-
|
||||||||||||
|
2005
|
$
|
-0-
|
$
|
-0-
|
$
|
-0-
|
20,000,000
|
-0-
|
$
|
-0-
|
$
|
-0-
|
|||||||||||||
|
David
Wallace
|
2006
|
$
|
-0-
|
$
|
-0-
|
$
|
-0-
|
-0-
|
-0-
|
$
|
-0-
|
$
|
-0-
|
||||||||||||
|
2005
|
$
|
-0-
|
$
|
-0-
|
$
|
-0-
|
20,000,000
|
-0-
|
$
|
-0-
|
$
|
-0-
|
|||||||||||||
As
of the
date of this prospectus, none of our executive officers receive any perquisites
which exceed in value the lesser of $50,000 or 10 percent of such officer’s
salary and bonus, although they may receive some perquisites in the
future.
Option
Grants in Last Fiscal Year
No
options were granted during the fiscal year ended May 31, 2006.
Director
Compensation
None
of
our directors received any compensation for serving in such capacity during
the
fiscal year ended May 31, 2006.
The
following table sets forth, as of the date of this prospectus, information
concerning ownership of our securities by:
|
·
|
Each
person who owns beneficially more than five percent of the outstanding
shares of our common stock;
|
|
·
|
Each
director;
|
|
·
|
Each
named executive officer; and
|
|
·
|
All
directors and officers as a group.
|
|
|
Common
Stock
Beneficially
Owned
(2)
|
||||||
| Name and Address of Beneficial Owner (1) |
Number
|
Percent
|
|||||
|
Robert
Russell
|
20,000,000
|
44.9
|
%
|
||||
|
David
Wallace
|
20,000,000
|
44.9
|
%
|
||||
| * |
Less
than one percent.
|
| (1) |
Unless
otherwise indicated, the address for each of these stockholders is
c/o
4425 Ventura Canyon Avenue, Suite 105, Sherman Oaks, California 91423.
Also, unless otherwise indicated, each person named in the table
above has
the sole voting and investment power with respect to his shares of
our
common and preferred stock beneficially
owned.
|
| (2) |
Beneficial
ownership is determined in accordance with the rules of the SEC.
For
purposes of calculating the percentage beneficially owned, the number
of
shares of common stock deemed outstanding is 44,650,000 as of the
date of
this prospectus.
|
Other
than as stated herein, there are no arrangements, known to us, including any
pledge by any person of our securities, the operation of which may at a
subsequent date result in a change in control of Ecoland International,
Inc.
Other
than as stated herein, there are no arrangements or understandings among members
of both the former and the new control groups and their associates with respect
to election of directors or other matters.
The
authorized capital stock of Ecoland consists of 500,000,000 shares of common
stock, par value $0.001 per share, and 50,000,000 shares of preferred stock,
par
value $0.001 per share. As of the date of this prospectus, 44,650,000 shares
of
our common stock were issued and outstanding. We have not issued any shares
of
preferred stock.
Common
Stock
The
holders of our common stock are entitled to one vote for each share held of
record on all matters submitted to a vote of our stockholders, including the
election of directors. Our stockholders do not have cumulative voting rights.
Subject to preferences that may be applicable to any then outstanding series
of
our preferred stock, holders of our common stock are entitled to receive ratably
dividends, if any, as may be declared by our board of directors out of legally
available funds. Upon our liquidation, dissolution, or winding up, the holders
of our common stock will be entitled to share ratably in the net assets legally
available for distribution to our stockholders after the payment of all our
debts and other liabilities, subject to the prior rights of any series of our
preferred stock then outstanding. The holders of our common stock have no
preemptive or conversion rights or other subscription rights and there are
no
redemption or sinking fund provisions applicable to our common stock. All
outstanding shares of our common stock are fully paid and
nonassessable.
Preferred
Stock
Our
board
of directors has the authority, without further action by our stockholders,
to
provide for the issuance of shares of our preferred stock in one or more series
and to fix the number of shares, designations, preferences, powers and relative,
participating, optional or other special rights and the qualifications or
restrictions on the rights. The holders of our preferred stock do not have
any
cumulative voting rights or preemptive or subscription rights by virtue of
their
ownership of our preferred stock. The preferences, powers, rights and
restrictions of different series of our preferred stock may vary with respect
to
dividend rates, amounts payable on liquidation, voting rights, conversion
rights, redemption provisions, sinking fund provisions, purchase funds, and
other matters. The issuance of a series of our preferred stock could decrease
the amount of earnings and assets available for distribution to holders of
our
common stock or affect adversely the rights and powers, including voting rights,
of the holders of our common stock. Likewise, any issuance may have the effect
of delaying, deferring or preventing a change in control of
Ecoland.
Transfer
Agent
The
transfer agent of our common stock is Interstate Transfer Company, whose address
is 6084 South 900 East, Suite 101, Salt Lake City, Utah 84121, telephone (801)
281 9746, and facsimile (801) 281 9750.
General
Provisions
of our articles of incorporation and bylaws concern matters of corporate
governance and the rights of our stockholders, such as the ability of our board
of directors to issue shares of our common and preferred stock and to set the
voting rights, preferences, and other terms of our preferred stock without
further stockholder action. These provisions could also delay or frustrate
the
removal of incumbent directors or the assumption of control of our board of
directors by our stockholders, and may be deemed to discourage takeover
attempts, mergers, tender offers, or proxy contests not first approved by our
board of directors, which some stockholders may deem to be in their best
interests.
Board
of Directors
The
business and affairs of Ecoland are managed under the direction of our board
of
directors, which currently consists of one member. The number of directors
shall
be neither more than five nor less than one. The number of directors is to
be
fixed by vote of the shareholders.
Newly
created directorships resulting from any increase in the number of directors
and
any vacancies on our board of directors resulting from death, resignation,
disqualification, removal or other causes shall be filled by the affirmative
vote of a majority of the remaining directors then in office, even though less
than a quorum of the board of directors. Any director elected in accordance
with
the preceding sentence shall hold office for the remainder of the full term
for
which the new directorship was created or the vacancy occurred and until the
director’s successor shall have been elected and qualified or until his earlier
death, resignation, or removal. No decrease in the number of directors
constituting the board of directors shall shorten the term of any incumbent
director.
Whenever
the holders of any class or series of our capital stock are entitled to elect
one or more directors under any resolution or resolutions of our board of
directors designating a series of our preferred stock, vacancies and newly
created directorships of a class or series may be filled by a majority of the
directors then in office elected by the applicable class or series, by a sole
remaining director so elected, or by the unanimous written consent, or the
affirmative vote of a majority of the outstanding shares of the class or series
entitled to elect the directors.
Subject
to any rights of the holders of preferred stock to elect directors as a class,
a
director may be removed only for cause and only by the affirmative vote of
the
holders of 80 percent of the combined voting power of the then outstanding
shares of stock entitled to vote generally in the election of directors, voting
together as a single class.
Meetings
of Stockholders
Except
as
otherwise required by law and subject to the rights of the holders of the
preferred stock, special meetings of stockholders may be called only
by:
|
·
|
Our
president or secretary.
|
|
·
|
Our
president or secretary at the request in writing of a majority of
the
board of directors, or at the request in writing of stockholders
owning a
majority of our voting capital
stock.
|
Special
stockholder meetings may not be called by any other person or in any other
manner. Our bylaws provide that only those matters set forth in the notice
of
the special meeting may be considered or acted upon at the special meeting.
Further, our bylaws provide that any action, which may be taken by the vote
of
the stockholders at a meeting, may be taken without a meeting if authorized
by
the written consent of stockholders holding at least a majority of the voting
power, unless the provisions of the statutes or of the articles of incorporation
require a greater proportion of voting power to authorize such action in which
case such greater proportion of written consents shall be required.
The
next
annual meeting of our stockholders will be held in 2007, on a date and at a
place and time designated by our board of directors.
Limitation
of Liability
Our
articles of incorporation provide that any director or officer of Ecoland shall
not be personally liable to us or our stockholders for damages as a result
of
any act or failure to act in his capacity as a director or officer; provided,
however, the provision shall not eliminate or limit the liability of a director
or officer:
|
·
|
If
it is proven that his act or failure to act constituted a breach
of his
fiduciary duties and such breach involved intentional misconduct,
fraud or
a knowing violation of law, or
|
|
·
|
Under
the Nevada Revised Statutes.
|
Indemnification
.
Our
articles of incorporation provide that Ecoland shall indemnify anyone who was
or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or
investigative, except an action by Ecoland or in its right, by reason of the
fact that he is or was a director, officer, employee, or agent of Ecoland,
or is
or was serving at our request as a director, officer employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorneys’ fees, judgments fines and amounts paid in
settlement actually and reasonably incurred by him in connection with the
action, suit or proceeding if:
|
·
|
The
liability did not result from any act or failure to act which constituted
a breach of that person’s fiduciary duties in his capacity as a director
or officer, and involved intentional misconduct, fraud, or a knowing
violation of law; or
|
|
·
|
The
person acted in good faith and in a manner which he reasonably believed
to
be in, or not opposed to, our best interests, and with respect to
any
criminal action or proceeding, he had no reasonable cause to believe
his
conduct was unlawful.
|
Further,
our articles of incorporation permit us to indemnify any person who was or
is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by Ecoland or in its right, to procure a judgment
in
its favor by reason of the fact that he is or was a director, officer, employee,
or agent of Ecoland, or is or was serving at our request as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust,
or
other enterprise, against expenses, including amounts paid in settlement and
attorneys’ fees actually and reasonably incurred by him in connection with
defense or settlement of the action or suit, if:
|
·
|
The
liability did not result from any act or failure to act which constituted
a breach of that person’s fiduciary duties in his capacity as a director
or officer, and involved intentional misconduct, fraud or a knowing
violation of law; or
|
|
·
|
The
person acted in good faith and in a manner which he reasonably believed
to
be in, or not opposed to, our best
interests.
|
However,
we are prohibited from indemnifying any person with respect to any action,
suit,
or proceeding by a court of competent jurisdiction, if he has been finally
adjudged to be liable to Ecoland, unless, and only to the extent that, the
court
of competent jurisdiction determines upon application that the person is fairly
and reasonably entitled to indemnification in view of all the circumstances
of
the case. Our bylaws contain similar indemnification and limitation of liability
provisions.
Amendment
of Bylaws
Under
our
articles of incorporation, our bylaws may be amended by our board of directors
or by the affirmative vote of the holders of at least a majority of the combined
voting power of the outstanding shares of our capital stock then outstanding
and
entitled to vote, voting together as a single class.
Disclosure
of Commission Position on Indemnification for Securities Act
Liabilities
Our
articles of incorporation permit us to limit the liability of our directors
to
the fullest extent permitted under the Nevada Revised Statutes. As permitted
by
the Nevada Revised Statutes, our bylaws and articles of incorporation also
include provisions that eliminate the personal liability of each of our officers
and directors for any obligations arising out of any acts or conduct of such
officer or director performed for or on behalf of Ecoland. To the fullest extent
allowed by the Nevada Revised Statutes, we will defend, indemnify and hold
harmless our directors or officers from and against any and all claims,
judgments and liabilities to which each director or officer becomes subject
to
in connection with the performance of his duties and will reimburse each such
director or officer for all legal and other expenses reasonably incurred in
connection with any such claim of liability. However, we will not indemnify
any
officer or director against, or reimburse for, any expense incurred in
connection with any claim or liability arising out of the officer’s or
director’s own negligence or misconduct in the performance of duty.
The
provisions of our bylaws and articles of incorporation regarding indemnification
are not exclusive of any other right we have to indemnify or reimburse our
officers or directors in any proper case, even if not specifically provided
for
in our articles of incorporation or bylaws.
We
believe that the indemnity provisions contained in our bylaws and the limitation
of liability provisions contained in our articles of incorporation are necessary
to attract and retain qualified persons for these positions. Other than as
disclosed in “Description of Business - Legal Proceedings” in this prospectus,
no pending material litigation or proceeding involving our directors, executive
officers, employees or other agents as to which indemnification is being sought
exists, and we are not aware of any pending or threatened material litigation
that may result in claims for indemnification by any of our directors or
executive officers.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers or persons controlling us pursuant to the
foregoing provisions, we have been informed that, in the opinion of the SEC,
such indemnification is against public policy as expressed in the Securities
Act
and is therefore unenforceable.
SHARES
ELIGIBLE FOR FUTURE SALE
Future
sales of a substantial number of shares of our common stock in the public market
could adversely affect market prices prevailing from time to time. Under the
terms of this offering, the shares of common stock offered may be resold without
restriction or further registration under the Securities Act, except that any
shares purchased by our “affiliates,” as that term is defined under the
Securities Act, may generally only be sold in compliance with Rule 144 under
the
Securities Act.
Sale
of Restricted Shares
Certain
shares of our outstanding common stock were issued and sold by us in private
transactions in reliance upon exemptions from registration under the Securities
Act and have not been registered for resale. Additional shares may be issued
pursuant to outstanding warrants and options. Such shares may be sold only
pursuant to an effective registration statement filed by us or an applicable
exemption, including the exemption contained in Rule 144 promulgated under
the
Securities Act.
In
general, under Rule 144 as currently in effect, a stockholder, including one
of
our affiliates, may sell shares of common stock after at least one year has
elapsed since such shares were acquired from us or our affiliate.
The
number of shares of common stock which may be sold within any three-month period
is limited to the greater of:
|
·
|
The
average weekly trading volume in our common stock during the four
calendar
weeks preceding the date on which notice of such sale was filed under
Rule
144.
|
Certain
other requirements of Rule 144 concerning availability of public information,
manner of sale and notice of sale must also be satisfied. In addition, a
stockholder who is not our affiliate, who has not been our affiliate three
months prior to the sale, and who has beneficially owned shares acquired from
us
or our affiliate for over two years may resell the shares of common stock
without compliance with many of the foregoing requirements under Rule
144.
Each
selling stockholder may from time to time offer and sell any or all of its
shares that are registered under this prospectus. Because no selling stockholder
is obligated to sell its shares, and because the selling stockholders may also
acquire publicly traded shares of our common stock, we can only estimate how
many shares each selling stockholder will own after the offering. In this
prospectus, the term “selling stockholder” includes each stockholder, and his
transferees, pledgees, donees, assignees, or other successors in
interest.
All
expenses incurred with respect to the registration of the common stock covered
by this prospectus will be borne by us, but we will not be obligated to pay
any
underwriting fees, discounts, commissions or other expenses incurred by any
selling stockholder in connection with its sale of shares.
All
of
the securities being offered by this prospectus are being offered by the selling
stockholders, who may from time to time offer and sell pursuant to this
prospectus up to an aggregate of 4,650,000 shares of our common stock. The
selling stockholders all purchased their shares in a private placement of our
common stock.
During
the last five years, none of the selling stockholders has been convicted in
a
criminal proceeding, or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
laws.
The
following table sets forth, with respect to each selling
stockholder:
|
·
|
The
number of shares of common stock beneficially owned as of the date
of this
prospectus and prior to the offering contemplated
hereby;
|
|
·
|
The
maximum number of shares of common stock which may be sold by the
selling
stockholder under this prospectus;
and
|
|
·
|
The
number and percentage of shares of common stock which will be owned
after
the offering by the selling stockholder, assuming that all of the
shares
offered are sold by the selling
stockholder.
|
|
Name
Of Stockholder
|
Relationship
|
Common
Stock Owned Before the
Offering
|
Common
Stock Which May Be
Offered
|
Common
Stock Owned After the
Offering
|
Percent
of Common Stock Owned After
the
Offering
|
|||||||||||
|
Adrian
McIvor
|
Stockholder
|
100,000
|
100,000
|
100,000
|
0
|
%
|
||||||||||
|
Alan
Wright
|
Stockholder
|
100,000
|
100,000
|
100,000
|
0
|
%
|
||||||||||
|
Andrea
Shustarich
|
Stockholder
|
100,000
|
100,000
|
100,000
|
0
|
%
|
||||||||||
|
Andrew
Russell
|
Stockholder
|
100,000
|
100,000
|
100,000
|
0
|
%
|
||||||||||
|
Annemarie
Rogers
|
Stockholder
|
100,000
|
100,000
|
100,000
|
0
|
%
|
||||||||||
|
Ben
McCormack
|
Stockholder
|
150,000
|
150,000
|
150,000
|
0
|
%
|
||||||||||
|
Brendan
Carroll
|
Stockholder
|
|
100,000
|
100,000
|
100,000
|
0
|
%
|
|||||||||
|
Bruce
Feith
|
Stockholder
|
100,000
|
100,000
|
100,000
|
0
|
%
|
||||||||||
|
Name
Of Stockholder
|
Relationship
|
Common
Stock Owned Before the
Offering
|
Common
Stock Which May Be
Offered
|
Common
Stock Owned After the
Offering
|
Percent
of Common Stock Owned After
the
Offering
|
|||||||||||
|
Adrian
McIvor
|
Stockholder
|
100,000
|
100,000
|
100,000
|
0
|
%
|
||||||||||
|
Alan
Wright
|
Stockholder
|
100,000
|
100,000
|
100,000
|
0
|
%
|
||||||||||
|
Andrea
Shustarich
|
Stockholder
|
100,000
|
100,000
|
100,000
|
0
|
%
|
||||||||||
|
Andrew
Russell
|
Stockholder
|
100,000
|
100,000
|
100,000
|
0
|
%
|
||||||||||
|
Annemarie
Rogers
|
Stockholder
|
100,000
|
100,000
|
100,000
|
0
|
%
|
||||||||||
|
Ben
McCormack
|
Stockholder
|
150,000
|
150,000
|
150,000
|
0
|
%
|
||||||||||
|
Brendan
Carroll
|
Stockholder
|
|
100,000
|
100,000
|
100,000
|
0
|
%
|
|||||||||
|
Bruce
Feith
|
Stockholder
|
100,000
|
100,000
|
100,000
|
0
|
%
|
||||||||||
|
Christopher
Taylor
|
Stockholder
|
100,000
|
100,000
|
100,000
|
0
|
%
|
||||||||||
|
Ciaran
Smith
|
Stockholder
|
100,000
|
100,000
|
100,000
|
0
|
%
|
||||||||||
|
Cimmiron
Capital
|
Stockholder
|
|
100,000
|
100,000
|
100,000
|
0
|
%
|
|||||||||
|
Coleen
McKeown
|
Stockholder
|
100,000
|
100,000
|
100,000
|
0
|
%
|
||||||||||
|
Darren
Rogers
|
Stockholder
|
100,000
|
100,000
|
100,000
|
0
|
%
|
||||||||||
|
Dennis
Rogers
|
Stockholder
|
50,000
|
50,000
|
50,000
|
0
|
%
|
||||||||||
|
Dianne
Shmit
|
Stockholder
|
100,000
|
100,000
|
100,000
|
0
|
%
|
||||||||||
|
Dimi
Dedes
|
Stockholder
|
150,000
|
150,000
|
150,000
|
0
|
%
|
||||||||||
|
Dion
Elliotte
|
Stockholder
|
50,000
|
50,000
|
50,000
|
0
|
%
|
||||||||||
|
Dion
West Elliot
|
Stockholder
|
50,000
|
50,000
|
50,000
|
0
|
%
|
||||||||||
|
Dolares
McCormack
|
Stockholder
|
100,000
|
100,000
|
100,000
|
0
|
%
|
||||||||||
|
Donna
Kelly
|
Stockholder
|
100,000
|
100,000
|
100,000
|
0
|
%
|
||||||||||
|
Elisa
Blackborough
|
Stockholder
|
100,000
|
100,000
|
100,000
|
0
|
%
|
||||||||||
|
EuroSwiss
Equities
|
Stockholder
|
100,000
|
100,000
|
100,000
|
0
|
%
|
||||||||||
|
Gordon
Jones
|
Stockholder
|
|
100,000
|
100,000
|
100,000
|
0
|
%
|
|||||||||
|
Hugh
Duncan
|
Stockholder
|
100,000
|
100,000
|
100,000
|
0
|
%
|
||||||||||
|
Jill
Feith
|
Stockholder
|
100,000
|
100,000
|
100,000
|
0
|
%
|
||||||||||
|
Jim
Joe McCullagh
|
Stockholder
|
|
100,000
|
100,000
|
100,000
|
0
|
%
|
|||||||||
|
Jonathon
Payne
|
Stockholder
|
100,000
|
100,000
|
100,000
|
0
|
%
|
||||||||||
|
Jonathon
Pearlstein
|
Stockholder
|
150,000
|
150,000
|
150,000
|
0
|
%
|
||||||||||
|
Kelly
Collins
|
Stockholder
|
50,000
|
50,000
|
50,000
|
0
|
%
|
||||||||||
|
Kieran
O’Brian
|
Stockholder
|
100,000
|
100,000
|
100,000
|
0
|
%
|
||||||||||
|
Lea
Treanor
|
Stockholder
|
100,000
|
100,000
|
100,000
|
0
|
%
|
||||||||||
|
Lee
Ann Shmit
|
Stockholder
|
100,000
|
100,000
|
100,000
|
0
|
%
|
||||||||||
|
Lorenzo
Martinez
|
Stockholder
|
100,000
|
100,000
|
100,000
|
0
|
%
|
||||||||||
|
Marcia
Pearlstein
|
Stockholder
|
100,000
|
100,000
|
100,000
|
0
|
%
|
||||||||||
|
Margaret
Brennan
|
Stockholder
|
100,000
|
100,000
|
100,000
|
0
|
%
|
||||||||||
|
Margaret
Rose Brennan
|
Stockholder
|
50,000
|
50,000
|
50,000
|
0
|
%
|
||||||||||
|
Maribel
Figueroa
|
Stockholder
|
100,000
|
100,000
|
100,000
|
0
|
%
|
||||||||||
|
Mark
Brown
|
Stockholder
|
100,000
|
100,000
|
100,000
|
0
|
%
|
||||||||||
|
Mark
Herald
|
Stockholder
|
100,000
|
100,000
|
100,000
|
0
|
%
|
||||||||||
|
Marrin
Rice
|
Stockholder
|
100,000
|
100,000
|
100,000
|
0
|
%
|
||||||||||
|
Marzac
Productions
|
Stockholder
|
100,000
|
100,000
|
100,000
|
0
|
%
|
||||||||||
|
Michelle
Ishio
|
Stockholder
|
100,000
|
100,000
|
100,000
|
0
|
%
|
||||||||||
|
Rent-A-Hubby,
Inc.
|
Stockholder
|
100,000
|
100,000
|
100,000
|
0
|
%
|
||||||||||
|
Richard
Labikas
|
Stockholder
|
100,000
|
100,000
|
100,000
|
0
|
%
|
||||||||||
|
Rosalie
Zweigel
|
Stockholder
|
100,000
|
100,000
|
100,000
|
0
|
%
|
||||||||||
|
Tiffany
Pearlstein
|
Stockholder
|
150,000
|
150,000
|
150,000
|
0
|
%
|
||||||||||
|
Zachary
Holland
|
Stockholder
|
100,000
|
100,000
|
100,000
|
0
|
%
|
||||||||||
|
Total
|
4,650,000
|
4,650,000
|
4,650,000
|
0
|
%
|
|||||||||||
The
selling stockholders, or their pledgees, donees, transferees, or any of their
successors in interest selling shares received from the named selling
stockholders as a gift, partnership distribution or other non-sale-related
transfer after the date of this prospectus (all of whom may be a selling
stockholder) may sell the common stock offered by this prospectus from time
to
time on any stock exchange or automated interdealer quotation system on which
the common stock is listed or quoted at the time of sale, in the
over-the-counter market, in privately negotiated transactions or otherwise,
at
fixed prices that may be changed, at market prices prevailing at the time of
sale, at prices related to prevailing market prices or at
prices
otherwise negotiated. The selling stockholders may sell the common stock by
one
or more of the following methods, without limitation:
|
·
|
Block
trades in which the broker or dealer so engaged will attempt to sell
the
common stock as agent but may position and resell a portion of the
block
as principal to facilitate the
transaction;
|
|
·
|
An
exchange distribution in accordance with the rules of any stock exchange
on which the common stock is
listed;
|
|
·
|
Ordinary
brokerage transactions and transactions in which the broker solicits
purchases;
|
|
·
|
Privately
negotiated transactions;
|
|
·
|
In
connection with short sales of company
shares;
|
|
·
|
Through
the distribution of common stock by any selling stockholder to its
partners, members or stockholders;
|
|
·
|
By
pledge to secure debts of other
obligations;
|
|
·
|
In
connection with the writing of non-traded and exchange-traded call
options, in hedge transactions and in settlement of other transactions
in
standardized or over-the-counter
options;
|
|
·
|
Purchases
by a broker-dealer as principal and resale by the broker-dealer for
its
account; or
|
|
·
|
In
a combination of any of the above.
|
These
transactions may include crosses, which are transactions in which the same
broker acts as an agent on both sides of the trade. The selling stockholders
may
also transfer the common stock by gift. We do not know of any arrangements
by
the selling stockholders for the sale of any of the common stock.
The
selling stockholders may engage brokers and dealers, and any brokers or dealers
may arrange for other brokers or dealers to participate in effecting sales
of
the common stock. These brokers or dealers may act as principals, or as an
agent
of a selling stockholder. Broker-dealers may agree with a selling stockholder
to
sell a specified number of the stocks at a stipulated price per share. If the
broker-dealer is unable to sell common stock acting as agent for a selling
stockholder, it may purchase as principal any unsold shares at the stipulated
price. Broker-dealers who acquire common stock as principals may thereafter
resell the shares from time to time in transactions in any stock exchange or
automated interdealer quotation system on which the common stock is then listed,
at prices and on terms then prevailing at the time of sale, at prices related
to
the then-current market price or in negotiated transactions. Broker-dealers
may
use block transactions and sales to and through broker-dealers, including
transactions of the nature described above. The selling stockholders may also
sell the common stock in accordance with Rule 144 or Rule 144A under the
Securities Act, rather than pursuant to this prospectus. In order to comply
with
the securities laws of some states, if applicable, the shares of common stock
may be sold in these jurisdictions only through registered or licensed brokers
or dealers.
From
time
to time, one or more of the selling stockholders may pledge, hypothecate or
grant a security interest in some or all of the shares owned by them. The
pledgees, secured parties or person to whom the shares have been hypothecated
will, upon foreclosure in the event of default, be deemed to be selling
stockholders. The number of a selling stockholder’s shares offered under this
prospectus will decrease as and when it takes such actions. The plan of
distribution for that selling stockholder’s shares will otherwise remain
unchanged. In addition, a selling stockholder may, from time to time, sell
the
shares short, and, in those instances, this prospectus may be delivered in
connection with the short sales and the shares offered under this prospectus
may
be used to cover short sales.
To
the
extent required under the Securities Act, the aggregate amount of selling
stockholders’ shares being offered and the terms of the offering, the names of
any agents, brokers, dealers or underwriters, any applicable commission and
other material facts with respect to a particular offer will be set forth in
an
accompanying prospectus supplement or a post-effective amendment to the
registration statement of which this prospectus is a part, as appropriate.
Any
underwriters, dealers, brokers or agents participating in the distribution
of
the common stock may receive compensation in the form of underwriting discounts,
concessions, commissions or fees from a selling stockholder and/or purchasers
of
selling stockholders’ shares, for whom they may act (which compensation as to a
particular broker-dealer might be less than or in excess of customary
commissions). Neither we nor any selling stockholder can presently estimate
the
amount of any such compensation.
The
selling stockholders and any underwriters, brokers, dealers or agents that
participate in the distribution of the common stock will be deemed to be
“underwriters” within the meaning of the Securities Act, and any discounts,
concessions, commissions or fees received by them and any profit on the resale
of the securities sold by them may be deemed to be underwriting discounts and
commissions. If a selling stockholder is deemed to be an underwriter, the
selling stockholder may be subject to certain statutory liabilities including,
but not limited to Sections 11, 12 and 17 of the Securities Act and Rule 10b-5
under the Exchange Act. Selling stockholders who are deemed underwriters within
the meaning of the Securities Act will be subject to the prospectus delivery
requirements of the Securities Act. The SEC staff is of a view that selling
stockholders who are registered broker-dealers are deemed to be underwriters
under the Securities Act while affiliates of registered broker-dealers may
be
underwriters under the Securities Act. We will not pay any compensation or
give
any discounts or commissions to any underwriter in connection with the
securities being offered by this prospectus.
A
selling
stockholder may enter into hedging transactions with broker-dealers and the
broker-dealers may engage in short sales of the common stock in the course
of
hedging the positions they assume with that selling stockholder, including,
without limitation, in connection with distributions of the common stock by
those broker-dealers. A selling stockholder may enter into option or other
transactions with broker-dealers, who may then resell or otherwise transfer
the
common stock. A selling stockholder may also loan or pledge the common stock
offered hereby to a broker-dealer and the broker-dealer may sell the common
stock offered by this prospectus so loaned or upon a default may sell or
otherwise transfer the pledged common stock offered by this
prospectus.
The
selling stockholders and other persons participating in the sale or distribution
of the common stock will be subject to applicable provisions of the Exchange
Act, and the rules and regulations under the Exchange Act, including Regulation
M. This regulation may limit the timing of purchases and sales of any of the
common stock by the selling stockholders and any other person. The
anti-manipulation rules under the Exchange Act may apply to sales of common
stock in the market and to the activities of the selling stockholders and their
affiliates. Regulation M may restrict the ability of any person engaged in
the
distribution of the common stock to engage in market-making activities with
respect to the particular common stock being distributed for a period of up
to
five business days before the distribution. These restrictions may affect the
marketability of the common stock and the ability of any person or entity to
engage in market-making activities with respect to the common
stock.
We
have
agreed to indemnify the selling stockholder and any brokers, dealers and agents
who may be deemed to be underwriters, if any, of the common stock offered by
this prospectus, against specified liabilities, including liabilities under
the
Securities Act. The selling stockholders have agreed to indemnify us against
specified liabilities.
Our
issued and outstanding common stock offered by this prospectus was originally
issued to the selling stockholders pursuant to an exemption from the
registration requirements of the Securities Act, as amended. We agreed to
register the common stock issued or to be issued to the selling stockholders
under the Securities Act, and to keep the registration statement of which this
prospectus is a part effective until all of the securities registered under
this
registration statement have been sold. We have agreed to pay all expenses
incident to the registration of the common stock held by the selling
stockholders in connection with this offering, but all selling expenses related
to the securities registered shall be borne by the
individual
holders of such securities pro rata on the basis of the number of shares of
securities so registered on their behalf.
We
cannot
assure you that the selling stockholders will sell all or any portion of the
common stock offered by this prospectus. In addition, we cannot assure you
that
a selling stockholder will not transfer the shares of our common stock by other
means not described in this prospectus.
The
validity of the common stock has been passed upon by Glast, Phillips &
Murray, P.C., Houston, Texas.
Our
financial statements for the period from inception through November 30, 2006
included in this prospectus have been so included in reliance on the report
of
Moore & Associates, certified public accountants, given on that firm’s
authority as experts in auditing and accounting.
We
will
furnish our stockholders with an annual report which describes the nature and
scope of our business and operations for the prior year and which will contain
a
copy of our audited financial statements for our most recent fiscal year. In
addition, we will furnish our stockholders with a proxy statement as required
by
the Securities Exchange of 1934, as amended, covering matters to be voted upon
at our annual meeting of stockholders.
We
have
filed with the SEC under the Securities Act of 1933, as amended, a registration
statement on Form SB-2 with respect to the shares being offered in this
prospectus. This prospectus does not contain all of the information set forth
in
the registration statement, certain items of which are omitted in accordance
with the rules and regulations of the SEC. The omitted information may be
inspected and copied at the Public Reference Room maintained by the SEC at
100 F
Street N.E., Washington, D.C. 20549, as described above. Copies of such material
can be obtained from the public reference section of the SEC at prescribed
rates.
For
further information with respect to Ecoland and the securities being offered
hereby, reference is hereby made to the registration statement, including the
exhibits thereto and the financial statements, notes, and schedules filed as
a
part thereof.
No
person
is authorized to give you any information or make any representation other
than
those contained or incorporated by reference in this prospectus. Any such
information or representation must not be relied upon as having been authorized.
Neither the delivery of this prospectus nor any sale made hereunder shall,
under
any circumstances, create any implication that there has been no change in
our
affairs since the date of the prospectus.
Once
this
prospectus becomes effective, we will be subject to the informational
requirements of the Exchange Act, and must file reports, proxy statements and
other information with the SEC, such as current, quarterly and annual reports
on
Forms 8-K, 10-QSB and 10-KSB. Our executive officers, directors and beneficial
owners of 10 percent or more of our common stock will also file reports relative
to the acquisition or disposition of shares of our common stock or acquisition,
disposition or exercise of our common share purchase options or warrants. These
filings will be a matter of public record and any person may read and copy
any
materials we file with the SEC at the SEC’s Public Reference Room at 100 F
Street N.E., Washington, D.C. 20549. You may obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Further,
the
SEC maintains an Internet site at
http://www.sec.gov
that contains reports, proxy and information statements, and other information
regarding issuers, including us, that file electronically with the
SEC.
MOORE
& ASSOCIATES, CHARTERED
ACCOUNTANTS
AND ADVISORS
PCAOB
REGISTERED
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the
Board of Directors
Ecoland
International Inc
(Formerly
Guano Distributors, Inc )(A Development Stage Company)
Las
Vegas, Nevada
We
have
audited the accompanying balance sheet of Ecoland International Inc. (Formerly
Guano Distributors, Inc) (A Development Stage Company) as of November 30, 2006,
and the related statements of operations, stockholders’ equity and cash flows
from inception March 18, 2005 through November 30, 2006 and the years then
ended. 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 Ecoland International Inc.,
(Formerly Guano Distributors, Inc) (A Development Stage Company) as of November
30, 2006 and the results of its operations and its cash flows from inception
March 18, 2005 through November 30, 2006 and the period then ended, 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 2 to the financial
statements, the Company’s lack of operations and net losses as of November 30,
2006 raise substantial doubt about its ability to continue as a going concern.
Management’s plans concerning these matters are also described in Note 2. 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
January
22, 2007
2675
S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7511 Fax (702)
253-7501
|
ECOLAND
INTERNATIONAL, INC.
|
||||||
|
(A
Development Stage Company)
|
||||||
|
Consolidated
Balance Sheets
|
|
ECOLAND
INTERNATIONAL, INC.
|
||||||||||||
|
(
A
Development Stage Company)
|
||||||||||||
|
Consolidated
Statements of Operations
|
|
From
|
From
|
||||||||||||
|
Inception
of the
|
Inception
of the
|
||||||||||||
|
Development
|
Development
|
||||||||||||
|
Stage
on
|
Stage
on
|
||||||||||||
|
For
the six months
|
For
the year
|
April
15
|
June
24,
|
||||||||||
|
ended
|
ended
|
2005
Through
|
2005
Through
|
||||||||||
|
November
30,
|
May
31,
|
May
31,
|
November
30,
|
||||||||||
|
2006
|
2006
|
2005
|
2006
|
||||||||||
|
REVENUES
|
$
|
14,040
|
$
|
10,461
|
$
|
—
|
$
|
24,501
|
|||||
|
COST
OF GOODS SOLD
|
3,025
|
21,057
|
—
|
24,082
|
|||||||||
|
GROSS
PROFIT
|
11,015
|
(10,596
|
)
|
—
|
419
|
||||||||
|
EXPENSES
|
|||||||||||||
|
Depreciation
and amortization
|
217
|
109
|
—
|
326
|
|||||||||
|
General
and administrative
|
74,503
|
76,481
|
29,127
|
180,111
|
|||||||||
|
Total
Expenses
|
74,720
|
76,590
|
29,127
|
180,437
|
|||||||||
|
LOSS
FROM OPERATIONS
|
-63,705
|
-87,186
|
-29,127
|
-180,018
|
|||||||||
|
OTHER
INCOME (EXPENSE)
|
|||||||||||||
|
Interest
expense
|
-4,191
|
-1,247
|
—
|
(5,438
|
)
|
||||||||
|
Total
Other Expenses
|
(4,191
|
)
|
(1,247
|
)
|
—
|
(5,438
|
)
|
||||||
|
NET
LOSS
|
$
|
-67,896
|
$
|
-88,433
|
$
|
-29,127
|
$
|
-185,456
|
|||||
|
BASIC
LOSS PER SHARE
|
$
|
-0.00
|
$
|
-0.00
|
$
|
-0.00
|
|||||||
|
WEIGHTED
AVERAGE NUMBER
|
|||||||||||||
|
OF
SHARES OUTSTANDING
|
44,650,000
|
44,650,000
|
44,650,000
|
||||||||||
The
accompanying notes are an integral part of these consolidated financial
statements.
|
ECOLAND
INTERNATIONAL, INC.
|
||||||||||||||
|
(A
Development Stage Company)
|
||||||||||||||
|
Consolidated
Statements of Stockholders’ Equity
(Deficit)
|
|
Additional
|
Stock
|
|
||||||||||||||
|
Common
Stock
|
Paid-In
|
Subscription
|
Accumulated
|
|||||||||||||
|
Shares
|
Amount
|
Capital
|
Receivable
|
Deficit
|
||||||||||||
|
|
||||||||||||||||
|
Balance
at inception on
|
||||||||||||||||
|
March
15, 2005
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
|||||||
|
Formation
of wholly owned
|
||||||||||||||||
|
Subsidiary
|
—
|
—
|
15
|
—
|
—
|
|||||||||||
|
Net
loss for the period from
|
||||||||||||||||
|
inception
on June 24, 2005
|
||||||||||||||||
|
through
May 31, 2005
|
—
|
—
|
—
|
—
|
(29,127
|
)
|
||||||||||
|
Balance,
May 31, 2005
|
—
|
—
|
15
|
—
|
(29,127
|
)
|
||||||||||
|
Shares
issued for services to
|
||||||||||||||||
|
officer
at $0.001 per share
|
40,000,000
|
40,000
|
—
|
—
|
—
|
|||||||||||
|
Common
shares issued for
|
||||||||||||||||
|
services
at $0.02 per share
|
650,000
|
650
|
12,350
|
—
|
—
|
|||||||||||
|
Common
shares issued for
|
||||||||||||||||
|
cash
at $0.02 per share
|
4,000,000
|
4,000
|
76,000
|
(20,000
|
)
|
—
|
||||||||||
|
Net
loss for the year ended
|
||||||||||||||||
|
May
31, 2006
|
—
|
—
|
—
|
—
|
(88,433
|
)
|
||||||||||
|
Balance,
May 31, 2006
|
44,650,000
|
44,650
|
88,365
|
(20,000
|
)
|
(117,560
|
)
|
|||||||||
|
Stock
subscription received
|
—
|
—
|
—
|
20,000
|
—
|
|||||||||||
|
Net
loss for the six months ended
|
||||||||||||||||
|
November
30, 2006
|
—
|
—
|
—
|
—
|
(67,896
|
)
|
||||||||||
|
Balance,
November 30, 2006
|
44,650,000
|
$
|
44,650
|
$
|
88,365
|
$
|
—
|
$
|
(185,456
|
)
|
||||||
The
accompanying notes are an integral part of these consolidated financial
statements.
The
accompanying notes are an integral part of these consolidated financial
statements.
ECOLAND
INTERNATIONAL, INC.
(Formerly
Guano Distributors, Inc.)
(A
Development Stage Company)
Notes
to
the Consolidated Financial Statements
NOTE
1 -
ORGANIZATION
AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
of Business
The
Company was incorporated in the state of Nevada in 2005. In May 2006 the Company
amended its articles of incorporation to increase the authorized common stock
to
500,000,000 shares and 50,000,000 of “blank check” preferred shares. In June
2005 the Company acquired certain distribution rights from Sociaf, LDA an
Angolan company, pertaining to Dry Bar Cave Bat Guano.
The
Company is currently in the process of formulating business and strategic plans
to process, package and market the guano world wide from the deposits in
Angola.
The
Company has not achieved significant revenues and is a development stage
company.
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 reporting amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of
the financial statements and the reported amounts of revenues and expenses
during the periods. Management makes these estimates using the best information
available at the time the estimates are made; however, actual results could
differ materially from these estimates.
Fair
Value of Financial Instruments
Fair
value estimates are based upon certain market assumptions and pertinent
information available to management as of November 30, 2006. The respective
carrying value of certain on-balance-sheet financial instruments approximated
their fair values. These financial instruments include cash. Fair values were
assumed to approximate carrying values for cash and payables because they are
short term in nature and their carrying amounts approximate fair values or
they
are payable on demand.
Cash
equivalents
The
Company maintains a cash balance in a non-interest-bearing account that
currently does not exceed federally insured limits. For the purpose of the
statements of cash flows, all highly liquid investments with an original
maturity of three months or less are considered to be cash
equivalents.
Property
and Equipment
Property
and equipment are stated at cost, net of accumulated depreciation. Depreciation
is provided primarily by the straight-line method over the estimated useful
lives of the related assets of five years.
ECOLAND
INTERNATIONAL, INC.
(Formerly
Guano Distributors, Inc.)
(A
Development Stage Company)
Notes
to
the Consolidated Financial Statements
NOTE
1 -
ORGANIZATION
AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Net
Income Per Share
SFAS
No.
128,
Earnings
per Share
,
requires dual presentation of basic and diluted earnings or loss per share
(“EPS”) for all entities with complex capital structures and requires a
reconciliation of the numerator and denominator of the basic EPS computation
to
the numerator and denominator of the diluted EPS computation. Basic EPS excludes
dilution; diluted EPS reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock or resulted in the issuance of common stock that then shared
in the earnings of the entity.
Basic
loss per share is computed by dividing net loss applicable to common
shareholders by the weighted average number of common shares outstanding during
the period. Diluted loss per share reflects the potential dilution that could
occur if dilutive securities and other contracts to issue common stock were
exercised or converted into common stock or resulted in the issuance of common
stock that then shared in the earnings of the Company, unless the effect is
to
reduce a loss or increase earnings per share. The Company had no potential
common stock instruments which would result in a diluted loss per share.
Therefore, diluted loss per share is equivalent to basic loss per
share.
Revenue
recognition
The
Company recognizes revenue on an accrual basis as it invoices for product.
The
Company recognizes revenue after the product has been delivered, and collection
is reasonably assured.
Advertising
Advertising
costs are expensed as incurred.
Income
Taxes
Deferred
taxes are provided on a liability method whereby deferred tax assets are
recognized for deductible temporary differences and operating loss and tax
credit carry forwards and deferred tax liabilities are recognized for taxable
temporary differences. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax bases. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely that not that some portion or all of the deferred tax assets
will not be realized. Deferred tax assets and liabilities are adjusted for
the
effects of changes in tax laws and rates on the date of enactment.
ECOLAND
INTERNATIONAL, INC.
(Formerly
Guano Distributors, Inc.)
(A
Development Stage Company)
Notes
to
the Consolidated Financial Statements
NOTE
1 -
ORGANIZATION
AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income
Taxes
(Continued)
Deferred
taxes are provided on a liability method whereby deferred tax assets are
recognized for deductible temporary differences and operating loss and tax
credit carry forwards and deferred tax liabilities are recognized for taxable
temporary differences. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax bases. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely that not that some portion or all of the deferred tax assets
will not be realized. Deferred tax assets and liabilities are adjusted for
the
effects of changes in tax laws and rates on the date of enactment.
Net
deferred tax assets consist of the following components as of:
|
|
|||||||
|
November
30,
|
May
31,
|
||||||
|
2006
|
2006
|
||||||
|
Deferred
tax assets
|
|||||||
|
NOL
Carryover
|
$
|
42,003
|
$
|
22,979
|
|||
|
Valuation
allowance
|
(42,003
|
)
|
(22,979
|
)
|
|||
|
Net
deferred tax asset
|
$
|
—
|
$
|
—
|
|||
The
income tax provision differs from the amount of income tax determined by
applying the U.S. federal income tax rate of 39% to pretax income from
continuing operations for the periods ended:
|
November
30,
|
May
31,
|
||||||
|
2006
|
2006
|
||||||
|
Book
income (loss)
|
$
|
(26,479
|
)
|
$
|
(34,489
|
)
|
|
|
Common
stock issued for services
|
—
|
5,070
|
|||||
|
Foreign
subsidiary losses
|
11,305
|
6,440
|
|||||
|
Valuation
allowance
|
15,174
|
22,979
|
|||||
|
|
$
|
—
|
$
|
—
|
|||
At
November 30, 2006, the Company had net operating loss carry forwards of
approximately $98,000 that may be offset against future taxable income through
the year 2026. No tax benefit has been reported in the November 30, 2006
financial statements since the potential tax benefit is offset by a valuation
allowance of the same amount.
Due
to
the change in ownership provisions of the Tax Reform Act of 1986, net operating
loss carryforwards for Federal income tax reporting purposes are subject to
annual limitations. Should a change in ownership occur, net operating loss
carry
forwards may be limited as to use in the future.
ECOLAND
INTERNATIONAL, INC.
(Formerly
Guano Distributors, Inc.)
(A
Development Stage Company)
Notes
to
the Consolidated Financial Statements
NOTE
1 -
ORGANIZATION
AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recently
Issued Accounting Pronouncements
FASB
Interpretation 46R “Consolidation of Variable Interest Entities”, as revised
(FIN 46R), requires that variable interest entities created before December
31,
2003 be consolidated during the first interim period beginning after December
15, 2003. Accordingly, on January 1, 2004, we adopted FIN 46R. The initial
application of FIN 46R will have no impact on the Company’s financial
statements.
In
January, 2004 the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 132 (revised 2003) “Employers’ Disclosures
about Pensions and Other Postretirement Benefits”, an amendment of FASB
Statements No. 87, 88, and 106. The Statement revises employers’ disclosures
about pension plans and other postretirement benefit plans. The statement
retains the disclosure requirements contained in FASB Statement No. 132, which
it replaces, and requires additional annual disclosures about the assets,
obligations, cash flows, and net periodic benefit cost of defined benefit
pension plans and other defined benefit postretirement plans. Statement No.
132R
requires us to provide disclosures in interim periods for pensions and other
postretirement benefits. We adopted Statement No. 132R in the quarter ended
March 31, 2004. The initial application of SFAS 132R will have no
impact on the Company’s financial statements.
In
May
2004, the Financial Accounting Standards Board issued a staff position, FSP
106-2, “Accounting and Disclosure Requirements Related to the Medicare
Prescription Drug, Improvement and Modernization Act of 2003". FSP 106-2
provides guidance on accounting for the effects of the Medicare Prescription
Drug Improvement Act of 2003 for employers that sponsor postretirement
healthcare plans that provide prescription drug benefits. We adopted FSP 106-2
in our fourth quarter beginning on July 1, 2004. The Medicare Prescription
Drug
Improvement Act of 2003 should result in improved financial results for
employers that provide prescription drug benefits for their Medicare-eligible
retirees. The Prescription Drug bill will have an estimated effect of reducing
our postretirement liabilities by approximately 8%. The
estimated
reduction will be recognized over 14 years. The Prescription Drug bill reduced
our expense for postretirement liabilities by approximately $140 for the fourth
quarter of fi
scal
2004.
In
November 2004, the FASB issued SFAS No. 151, entitled
"Inventory Costs - an amendment of ARB No.
43, Chapter 4." This Statement clarifies the
accounting for abnormal amounts of idle facility expense, freight, handling
costs, and wasted materials. This Statement is
effective for inventory costs incurred during fiscal years beginning after
June 15, 2005. The initial application of SFAS No. 151 will have no impact
on the Company’s financial statements.
ECOLAND
INTERNATIONAL, INC.
(Formerly
Guano Distributors, Inc.)
(A
Development Stage Company)
Notes
to
the Consolidated Financial Statements
NOTE
1 -
ORGANIZATION
AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recently
Issued Accounting Pronouncements (Continued)
In
December 2004, the FASB issued SFAS No. 152, "Accounting for Real Estate
Time-Sharing Transactions - an amendment of FASB Statements No. 66 and 67."
This
Statement references the financial accounting and reporting guidance
for real estate time-sharing transactions that is
provided in AICPA Statement of Position 04-2,
"Accounting for Real Estate Time-Sharing Transactions." This
Statement also states that the guidance for incidental operations and costs
incurred to sell real estate projects does not apply to real estate
time-sharing transactions. This Statement is effective for financial
statements for fiscal years beginning after June 15, 2005. The initial
application of SFAS No. 152 will have no impact on the Company’s financial
statements.
In
December 2004, the FASB issued SFAS No. 153, "Exchanges of
Nonmonetary Assets - an amendment of APB Opinion No. 29." This Statement
eliminates the exception for nonmonetary exchanges
of similar productive assets and replaces it with a
general exception for exchanges of nonmonetary assets that
do not have commercial substance. A
nonmonetary exchange has commercial substance if the future cash
flows of the entity are expected to change significantly as a
result of the exchange. This Statement is effective
for nonmonetary asset exchanges occurring in fiscal periods beginning after
June
15, 2005. The Company does not expect application of SFAS No. 153 to have a
material affect on its financial statements.
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 upon 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) financing current operations with funds obtained through
equity offerings, and (2) planning and streamlining distribution operations
with
respect to the Company’s Angolan guano supply. 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.
PART
II
INFORMATION
NOT REQUIRED IN THE PROSPECTUS
| ITEM 24. |
INDEMNIFICATION
OF OFFICERS AND DIRECTORS
|
Our
articles of incorporation, as amended, provide to the fullest extent permitted
by Nevada law, our directors or officers shall not be personally liable to
us or
our stockholders for damages for breach of such director’s or officer’s
fiduciary duty. The effect of this provision of our articles of incorporation,
as amended, is to eliminate our rights and our stockholders (through
stockholders’ derivative suits on behalf of our company) to recover damages
against a director or officer for breach of the fiduciary duty of care as a
director or officer (including breaches resulting from negligent or grossly
negligent behavior), except under certain situations defined by statute. We
believe that the indemnification provisions in our articles of incorporation,
as
amended, are necessary to attract and retain qualified persons as directors
and
officers.
The
Nevada Revised Statutes provides that a corporation may indemnify a director,
officer, employee or agent made a party to an action by reason of that fact
that
he was a director, officer employee or agent of the corporation or was serving
at the request of the corporation against expenses actually and reasonably
incurred by him or her in connection with such action if he acted in good faith
and in a manner he reasonably believed to be in, or not opposed to, the best
interests of the corporation and with respect to any criminal action, had no
reasonable cause to believe his or her conduct was unlawful.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933
may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by
such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
| ITEM 25. |
OTHER
EXPENSES OF ISSUANCE AND
DISTRIBUTION
|
The
following table sets forth an estimate of the costs and expenses payable by
the
Ecoland International, Inc. in connection with the offering described in this
registration statement. All of the amounts shown are estimates except the
Securities and Exchange Commission registration fee:
|
Securities
and Exchange Commission Registration Fee
|
$
|
500
|
||
|
Accounting
Fees and Expenses
|
$
|
5,000
|
||
|
Legal
Fees and Expenses
|
$
|
25,000
|
||
|
Total
|
$
|
30,500
|
||
| * |
Estimated
|
| ITEM 26. |
RECENT
SALES OF UNREGISTERED
SECURITIES
|
On
June
30, 2005, Ecoland issued to Capital Sense Ltd., formerly Robert Russell,
20,000,000 shares of common founders shares.
On
September 7, 2005, Ecoland issued to David Wallace 20,000,000 shares of common
stock in exchange for services rendered.
On
April
3, 2006, Ecoland issued 100,000 shares of common stock to Annemarie Rogers
for
$2,000.
On
April
4, 2006, Ecoland issued 50,000 shares of common stock to Dion Elliot for $1,000.
On
April
4, 2006, Ecoland issued 100,000 shares of common stock to Mark Herald for
$2,000.
On
April
4, 2006, Ecoland issued 100,000 shares of common stock to Jonathon Payne for
$2,000.
On
April
4, 2006, Ecoland issued 50,000 shares of common stock to Dennis Rogers for
$1,000.
On
April
6, 2006, Ecoland issued 100,000 shares of common stock to Christopher Taylor
for
$2,000.
On
April
7, 2006, Ecoland issued 100,000 shares of common stock to Cimmiron Capital
for
$2,000.
On
April
7, 2006, Ecoland issued 150,000 shares of common stock to Dimi Dedes for $3,000.
On
April
7, 2006, Ecoland issued 50,000 shares of common stock to Dion Elliot for $1,000.
On
April
7, 2006, Ecoland issued 100,000 shares of common stock to Euro Swiss Equities
for $2,000.
On
April
7, 2006, Ecoland issued 150,000 shares of common stock to Ben McCormack for
$3,000.
On
April
7, 2006, Ecoland issued 100,000 shares of common stock to Dolares McCormack
for
$2,000.
On
April
7, 2006, Ecoland issued 100,000 shares of common stock to Andrew Russell for
$2,000.
On
April
7, 2006 Ecoland issued 100,000 shares of common stock to Gordon Jones for
$2,000.
On
April
11, 2006, Ecoland issued 100,000 shares of common stock to Hugh Duncan for
$2,000.
On
April
12, 2006, Ecoland issued 100,000 shares of common stock to Donna Kelly for
$2,000.
On
April
13, 2006, Ecoland issued 100,000 shares of common stock to Mark Brown for
$2,000.
On
April
13, 2006, Ecoland issued 100,000 shares of common stock to Brendan Carroll
for
$2,000.
On
April
13, 2006, Ecoland issued 100,000 shares of common stock to Colleen McKeown
for
$2,000.
On
April
13, 2006, Ecoland issued 100,000 shares of common stock to Martin Rice for
$2,000.
On
April
13, 2006, Ecoland issued 100,000 shares of common stock to Ciaran Smith for
$2,000.
On
April
13, 2006, Ecoland issued 100,000 shares of common stock to Lea Treanor for
$2,000.
On
April
14, 2006, Ecoland issued 100,000 shares of common stock to Elisa Blackborough
for $2,000.
On
April
14, 2006, Ecoland issued 100,000 shares of common stock to Kieran O’Brian for
$2,000.
On
April
17, 2006, Ecoland issued 50,000 shares of common stock to Kelly Collins for
$1,000.
On
April
17, 2006, Ecoland issued 100,000 shares of common stock to Darren Rogers for
$2,000.
On
April
20, 2006, Ecoland issued 100,000 shares of common stock to Margaret Brennan
for
$2,000.
On
April
20, 2006, Ecoland issued 100,000 shares of common stock to Jim Joe McCullagh
for
$2,000.
On
April
20, 2006, Ecoland issued 100,000 shares of common stock to Alan Wright for
$2,000.
On
April
26, 2006, Ecoland issued 50,000 shares of common stock to Margaret Rose Brennan
for $1,000.
On
May 5,
2006, Ecoland issued 100,000 shares of common stock to Maribel Figueroa for
$2,000.
On
May 8,
2006, Ecoland issued 100,000 shares of common stock to Bruce Feith for $2,000.
On
May 8,
2006, Ecoland issued 100,000 shares of common stock to Jill Feith for $2,000.
On
May 8,
2006, Ecoland issued 100,000 shares of common stock to Zachary Holland for
$2,000.
On
May 8,
2006, Ecoland issued 100,000 shares of common stock to Marzac Productions for
$2,000.
On
May 8,
2006, Ecoland issued 150,000 shares of common stock to Jonathan Pearlstein
for
$3,000.
On
May 8,
2006, Ecoland issued 100,000 shares of common stock to Marcia Pearlstein for
$2,000.
On
May 8,
2006, Ecoland issued 150,000 shares of common stock to Tiffany Pearlstein for
$3,000.
On
May 8,
2006, Ecoland issued 100,000 shares of common stock to Rent-A-Hubby, Inc. for
$2,000.
On
May 8,
2006, Ecoland issued 100,000 shares of common stock to Dianne Shmit for $2,000.
On
May 8,
2006, Ecoland issued 100,000 shares of common stock to Lee Ann Shmit for $2,000.
On
May
10, 2006, Ecoland issued 100,000 shares of common stock to Lorenzo Martinez
for
$2,000.
On
May
11, 2006, Ecoland issued 100,000 shares of common stock to Richard Labikas
for
$2,000.
On
May
12, 2006, Ecoland issued 100,000 shares of common stock to Andrea Shustarich
for
$2,000.
On
May
24, 2006, Ecoland issued 100,000 shares of common stock to Michelle Ishio for
$2,000.
On
May
24, 2006, Ecoland issued 100,000 shares of common stock to Rosalie Zweigel
for
$2,000.
The
use
of the proceeds from the sale of our securities were for general working capital
needs.
The
shares were issued in reliance upon an exemption from registration pursuant
to
Section 4(2) of the Securities Act or Rule 506 of Regulation D promulgated
under
the Securities Act. All of the investors took their securities for investment
purposes without a view to distribution and had access to information concerning
us and our business prospects, as required by the Securities Act. In addition,
there was no general solicitation or advertising for the purchase of our shares.
Our securities were sold only to accredited investors or sophisticated
investors, as defined in the Securities Act with whom we had a direct personal
preexisting relationship, and after a thorough discussion. Finally, our stock
transfer agent has been instructed not to transfer any of such shares, unless
such shares are registered for resale or there is an exemption with respect
to
their transfer.
| ITEM 27. |
EXHIBITS
|
|
Exhibit
No.
|
Identification
of Exhibit
|
|
|
Amended
and Restated Articles of Incorporation of Guano Distributors, Inc.,
filed
May 18, 2006 with the Secretary of State of Nevada.
|
||
|
Bylaws
of Guano Distributors, Inc.
|
||
|
Certificate
of Amendment changing the name of the corporation to Ecoland
International, Inc., filed June 28, 2006 with the Secretary of State
of
Nevada.
|
||
|
Letter
of Agreement between Guano Distributors, Inc. and Sociaf LDA dated
May 11,
2005.
|
||
|
23.1**
|
Consent
of Counsel.
|
|
|
Consent
of Independent Certified Public Accountants.
|
||
| * |
Filed
herewith.
|
| ** |
To
be filed by amendment.
|
| ITEM 28. |
UNDERTAKINGS
|
The
undersigned small business issuer registrant hereby undertakes:
1.
To
file,
during any period in which it offers or sells securities, a post-effective
amendment to this registration statement to:
(i)
Include any prospectus required by Section 10(a)(3) of the Securities
Act;
(ii)
Reflect in the prospectus any facts or events which, individually or together,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume
of
securities offered (if the total dollar value of securities offered would
not
exceed that which was registered) and any deviation from the low or high
end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration statement;
(iii)
Include any additional or changed information on the plan of
distribution.
2.
For
determining liability under the Securities Act, the registrant will treat
each
such post-effective amendment as a new registration statement of the securities
offered, and the offering of such securities at that time to be the initial
bona
fide offering.
3.
To
remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the
offering.
4.
For
determining liability of the undersigned small business issuer under the
Securities Act to any purchaser in the initial distribution of the securities,
the undersigned small business issuer undertakes that in a primary offering
of
securities of the undersigned small business issuer pursuant to this
registration statement, regardless of the underwriting method used to sell
the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned
small
business issuer will be a seller to the purchaser and will be considered
to
offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned small business
issuer relating to the offering required to be filed pursuant to
Rule 424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf
of
the undersigned small business issuer or used or referred to by the undersigned
small business issuer;
(iii)
The portion of any other free writing prospectus relating to the offering
containing material information about the undersigned small business issuer
or
its securities provided by or on behalf of the undersigned small business
issuer; and
(iv)
Any other communication that is an offer in the offering made by the undersigned
small business issuer to the purchaser.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the small business
issuer pursuant to the foregoing provisions, or otherwise, the small business
issuer has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and
is, therefore, unenforceable.
In
the
event that a claim for indemnification against such liabilities (other than
the
payment by the small business issuer of expenses incurred or paid by a director,
officer or controlling person of the small business issuer in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer
or controlling person in connection with the securities being registered,
the
small business issuer will, unless in the opinion of its counsel the matter
has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act, and will be governed by the final
adjudication of such issue.
SIGNATURES
As
required under the Securities Act of 1933, the registrant certifies that it
has
reasonable grounds to believe that it meets all of the requirements for filing
on the registration statement on Form SB-2 to be signed on its behalf by the
undersigned, thereunto duly authorized, in Johannesburg, on February 1,
2007.
ECOLAND
INTERNATIONAL, INC.
By:
/s/
David
Wallace
David
Wallace, Chief Executive Officer
As
required under the Securities Act of 1933, this registration statement has
been
signed below by the following persons in the capacities and on the dates
indicated:
|
Signature
|
Title
|
Date
|
||
|
/s/
David Wallace
|
Chief
Executive Officer,
|
February
1, 2007
|
||
|
DAVID
WALLACE
|
Chief
Financial Officer and Director
|
II-6
