UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
 
FORM 10-12G
 
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF
THE SECURITIES EXCHANGE ACT OF 1934

PACIFIC GREEN TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)

Delaware
 
N/A
(State or other jurisdiction of incorporation)
 
(I.R.S. Employer Identification Number)

3651 Lindell Road Unit D155
Las Vegas NV 89103
United States
(Address of principal executive offices and zip code)
 
Tel: 1-800-701-8561
Fax: 1-702-943-0233
(Registrant’s Telephone Number, Including Area Code) 
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer
  o
 
Accelerated filer
  o
Non-accelerated filer
  o
 
Smaller reporting company
  x
(Do not check if a smaller reporting company) 
     

Securities registered under Section 12 (b) of the Exchange Act: 
 
Title of each class to be so registered
 
Name of each exchange on which each class is to be registered
 None
 
 None
 
Securities to be registered pursuant to Section 12 (g) of the Exchange Act:
 
Common Stock, $0.001 par value
(Title of Class)
 
 
 
 
 
 
ADDITIONAL INFORMATION
 
Statements contained in this registration statement regarding the contents of any contract or any other document are not necessarily complete and, in each instance, reference is hereby made to the copy of such contract or other document filed as an exhibit to the registration statement.
 
We are filing this General Form for Registration of Securities on Form 10 to register our common stock, par value $0.001 per share, pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result of this registration statement, we will be subject to the informational requirements of the Securities Exchange Act of 1934 and, consequently, will be required to file annual and quarterly reports, proxy statements and other information with the Securities and Exchange Commission, or SEC. The registration statement, including exhibits, may be inspected without charge at the SEC’s principal office in Washington, D.C., and copies of all or any part thereof may be obtained from the Public Reference Section, Securities and Exchange Commission, 100 F Street, NW, Washington, D.C. 20549 upon payment of the prescribed fees. You may obtain information on the operation of the Public Reference Room by calling the SEC at l.800.SEC.0330. The SEC maintains a Website that contains reports, proxy and information statements and other information regarding registrants that file electronically with it. The address of the SEC’s Website is http://www.sec.gov.
 
Unless otherwise noted, references in this registration statement to the “Registrant,” the “Company,” “we,” “our” or “us” means Pacific Green Technologies Inc.  Our principal place of business is located at 3651 Lindell Road, Suite D155, Las Vegas, NV 89103. Our telephone number is 1-800-701-8561.
 
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
This registration statement contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of such terms or other comparable terminology. Forward-looking statements are speculative and uncertain and not based on historical facts. Because forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements, including those discussed under “Description of Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. These uncertainties and other factor include, but are not limited to: our ability to locate a business opportunity for merger; the terms of our acquisition of or participation in a business opportunity; and the operating and financial performance of any business combination with us.
 
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements, and the reader is advised to consult any further disclosures made on related subjects in our future SEC filings.
 
 
 
 
 
ITEM 1. DESCRIPTION OF BUSINESS
 
Historical business overview
 
Pacific Green Technologies Inc. (formerly known as ECash, Inc.) was incorporated in Delaware on March 10, 1994, under the name of Beta Acquisition Corp. In September 1995, we changed our name to In-Sports International, Inc. In August 2002, we changed our name from In-Sports International, Inc. to ECash, Inc.  In 2007, due to limited financial resources, we discontinued our operations.  Over the course of the last five years, we have sought new business opportunities.

On May 1, 2010 we entered into a consulting agreement with Sichel Limited (“Sichel”).  Sichel has investigated new opportunities for us and has subscribed for new shares of the Company’s common stock, as set out in this document.

On June 13, 2012 we changed our name to Pacific Green Technologies Inc., and effected a reverse split of our common stock following which we had 27,002 shares of common stock outstanding with $0.001 par value.  On June 14, 2012 we issued a further 5,000,000 new shares of our common stock in satisfaction of an assignment and share transfer agreement, as set out in this document.  As at the date of this Registration Statement, the Company has 5,027,002 shares of common stock outstanding with $0.001 par value.
 
New strategy
 
Our management, assisted by Sichel, has identified an opportunity to build a business focused on marketing, developing and acquiring technologies designed to improve the environment by reducing pollution. To this end we have entered into and closed an agreement with Pacific Green Group Limited (“PGG”) for the assignment of a representation agreement and the acquisition of a company involved in the environmental technology industry (the “Assignment and Share Transfer Agreement”).
 
The Assignment and Share Transfer Agreement provides for the acquisition of 100% of the issued and outstanding shares of Pacific Green Technologies Limited, PGG’s subsidiary in the United Kingdom.  Additionally, PGG has assigned to the Company a ten year exclusive worldwide representation agreement with EnviroResolutions, Inc. (“Enviro”) to market and sell Enviro’s current and future environmental technologies (the “Representation Agreement”).  The Representation Agreement entitles the holder to a commission of 20% of all sales (net of taxes) generated by Enviro.  Pursuant to the terms of the Assignment and Share Transfer Agreement, all rights and obligations under the Representation Agreement have been transferred to our company.
 
The Assignment and Share Transfer Agreement closed on June 14, 2012 via the issuance of 5,000,000 shares of our common stock as well as a $5,000,000 promissory note to PGG.  We have consequently undertaken the operations of Pacific Green Technologies Limited and PGG’s obligations under the Representation Agreement.
 
 
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Full consideration contemplated by the Assignment and Share Transfer Agreement was US$25 million satisfied through the issue of 5,000,000 new shares of our common stock at a price of $4 per share with the balance of US$5 million structured as a promissory note (the “Promissory Note”) over the next five years as follows:
 
● 31 March 2013  $1,000,000
 
● 31 March 2014  $1,000,000
 
● 31 March 2015  $1,000,000
 
● 31 March 2016  $1,000,000
 
● 31 March 2017  $1,000,000
 
 
Under the terms of the Promissory Note, the loan repayments specified above shall not exceed the amount we earn under the terms of the Representation Agreement.  If we are unable to meet the repayment schedule set out above, PGG will have the option to either roll over any unpaid portion to the following payment date or to convert the outstanding amount into new shares of our common stock.  The Promissory Note is unsecured.
 
Information on Enviro
 
Enviro, a company incorporated in Delaware, has protected intellectual property rights throughout most of the world for its ENVI-Clean™ Emissions System (“ENVI-Clean™”).  The ENVI-Clean™   system removes most of the sulphur dioxide, particulate matter, greenhouse gases and other hazardous air pollutants from the flue gases produced by the combustion of coal, biomass, municipal solid waste, diesel and other fuels.
 
The ENVI-Clean™ system is comprised of five components:

●
an induced draft fan (“ID fan”);
●
a gas conditioning chamber;
●
the ENVI-Clean™ unit;
●
a demister; and
●
settling tanks.

The ID fan creates the pressure differential required to force the gas through the scrubbing fluid suspended on each head and move it through the other components in the system.  The gas conditioning chamber cools the hot flue gas prior to entering the ENVI-Clean™ System.  The ENVI-Clean™ System contains the heads and the demister pads at the exhaust exit.  The neutralizing fluid is constantly circulated and cleaned by mechanical means with the contaminated component of the separation going to a settling tank prior to dewatering.  The settled solids are disposed of with the bottom ash produced by the combustion process.
 
 
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The ENVI-CES™ technology forces 100% of the polluted exhaust flue gas into the neutralizing fluid to produce a highly turbulent interaction between the target pollutants and the fluid.  The aggressive mixing produces small bubbles which create a very high surface contact area between the exhaust gas and fluid to enhance the transfer of particulate and targeted gaseous and hazardous pollutants from the exhaust to the fluid.


Schematic of the ENVI-Clean™ Emission’s System as installed for Biomass applications

Unique to the ENVI approach is the introduction of the gas in the lower section of the ENVI-Clean™ unit which makes the greatest portion of its cross section available for fluid–gas interaction.  This permits a smaller and highly flexible footprint.  Furthermore, the system design allows for multiple heads each containing different neutralizing fluids to remove various pollutants from the flue gas.  The ordered removal of acid and greenhouse gases within a single unit makes the system highly desirable by industries whose fuels contain multiple contaminants.  The resulting ENVI-Clean™ unit has high efficiency and is very simple to operate.
 
 
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The neutralizing solution is selected to remove targeted pollutants: limestone and hydrated lime are used to neutralise the scrubbing solution for the removal of acid gases such as sulphur dioxide, hydrogen chloride and hydrogen flouride.  The unique design of the ENVI system allows for the sequential removal of pollutants by stacking heads and utilizing different neutralizing chemistry in each operating unit.  This provides industry with a system that fulfills multiple applications.

The ENVI-Clean™ system has numerous new and retrofit applications:

●
coal and coal waste fuelled CFBC boilers;
●
pulverized coal and stoker-grate boilers;
●
heavy oil fired boilers;
●
biomass and waste to energy boilers;
●
lime kilns, dryers, shredders and foundries;
●
industrial exhaust scrubbing of particulates and acid gases;
●
diesel engines, large marine and stationary engines; and
●
sewage sludge, hazardous waste and MSW incinerators.

Our management believes that the ENVI-Clean™ system has significant competitive advantages in the market for emission control systems including:

1.  
efficiency : tests performed at an 84MW coal power plant in West Virginia (USA) indicate that the ENVI-Clean™ system removed on average 99.3% of sulphur dioxide over a three day period from the plant’s emissions;
2.  
low capital cost : the system has a compact and flexible footprint relative to competitive products.  For electricity generation applications, Enviro’s system is priced for market at approximately US$90 per kilowatt of electricity generation.  In comparison, industry consultants state that comparable systems in North America are typically priced at US$300-500 per kilowatt (Source: High Energy Services/Babcock & Wilson-wet scrubber systems for S02 removal in North America);
3.  
low ongoing operating cost : the ENVI-Clean™ system is more affordable in the long term for customers compared to competitor products;
4.  
new and retrofit applications : for retrofit applications in particular (as required by the 2011 EPA Boiler MACT Requirements), the system is considered by management to be more compact and adaptable than rival systems;
5.  
scalability : the ENVI-Clean™ system can be adapted for the largest power stations but also smaller applications such as diesel marine engines.  It can also remove multiple pollutants in a single system, unlike much of the competition.

On October 5, 2011, Enviro signed a contract to supply the ENVI-Clean™ system to a new waste to energy plant being built in Peterborough, United Kingdom (the “Peterborough Contract”).  The Peterborough Contract entitles us, as the holder of the Representation Agreement, to a commission of approximately US$4.6m before third party agency fees.
 
 
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The Peterborough Contract provides for the timing of receipts as follows:

1.  
on signing the contract of sale, successful testing and gaining approval to proceed, 25% of the total sale price;
2.  
on approval of construction drawings, 25% of the total sale price;
3.  
on notification that the scrubber tank modules are available for delivery, 25% of the total sale price;
4.  
on completion of commissioning, 15% of the total sale price; and
5.  
on successful completing of performance testing, 10% of the total price.
 
Information on Pacific Green Technologies Limited
 
Pacific Green Technologies Limited is a limited liability company incorporated under the laws of England and Wales on 5 April 2011 (“PGT”).  The director of PGT is Mr. Joseph Grigor Kelly.  PGT has no employees.
 
The purpose of incorporating PGT was to utilize local knowledge and contacts to build a platform for sales in the following regions: Western Europe, Eastern Europe, Russian Federation, Turkey, Middle East, Azerbaijan, Kazakhstan and Africa.
 
Current Business
 
Since signing the Representation Agreement, PGG has secured a worldwide network of agents to market the ENVI-Clean™ system.  We have assumed these relationships as part of the Assignment and continue to pursue the following main areas of focus.
 
i) Waste to Energy Plants across Europe
 
Increasing legislation relating to landfill of municipal solid waste has led to the emergence of increasing numbers of waste to energy plants (“WtE”).  A WtE plant obviates the need for landfill, burning municipal waste for conversion to electricity.  A WtE plant is typically 45-100MW.  The ENVI-Clean™ system is particularly suited to WtE as it cleans multiple pollutants in a single system.  The contract secured by Enviro in Peterborough (UK) relates to a WtE plant and the ENVI-Clean™ system was successfully tested at a WtE plant in Edmonton (UK) in March 2012.
 
ii) Coal fired power stations in North America and Asia
 
Eviro has successfully conducted sulphur dioxide demonstration tests at the American Bituminous Coal Partners power plant in Grant Town, West Virginia.  The testing achieved a three test average of 99.3% removal efficiency.  The implementation of US Clean Air regulations in July 2010 has created additional demand for sulphur dioxide removal in all industries emitting sulphur pollution.  Furthermore, China consumes approximately one half of the world’s coal, but introduced measures designed to reduce energy and carbon intensity in its 12 th Five Year Plan.
 
iii) Biomass
 
Applications include regional power facilities and heating for commercial buildings and greenhouses.  Typical applications range in size from 1 to 20 megawatts (MW) with power generation occupying the larger end of the range.  ENVI has operated a pilot ENVI-clean™ scrubber designed to remove particulate from a 6MW boiler used to heat a large scale, greenhouse facility.  The optimisation and testing took place in late 2009 through to March 2010 at the Katatheon Farms in Langley, British Columbia.   The full scale system was purchased by the farm and installed in 2010.
 
 
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iv) Land and marine diesel
 
Diesel exhaust includes ash and soot as particulate components and sulphur dioxide as an acid gas.  The ENVI-Clean™ system is applicable for land power generation systems and marine engines.  Diesel power has particular relevance in remote settings such as mining, oil and gas exploration camps in emerging nations.

Testing has been conducted on diesel shipping to confirm the application of seawater as a neutralizing agent for sulphur emissions. In addition to marine application these tests showed applicability of the system for large displacement engines such as stationary generators, compressors, container handling, heavy construction and mining equipment.

Our anticipated operations going forward are as follows:
 
(1)  
market the ENVI-Clean™ system and maximize revenue under the terms of the Representation Agreement;
 
(2)  
secure financial capital in order to hire a management team to maximize the revenue potential of the Representation Agreement; and
 
(3)  
seek further acquisitions of companies involved in developing technologies to improve the environment.
 
The analysis of new business opportunities, under each of the categories stated above, will be undertaken by or under the supervision of Jordan Starkman, our President, Treasurer, Secretary and sole director.  As of this date and with the exception of the agreements disclosed in this document, we have not entered into any definitive agreement with any party, nor have there been any specific discussions with any potential business combination candidates regarding business opportunities for us. We have unrestricted flexibility in seeking, analyzing and participating in potential business opportunities.
 
In accordance with our business purpose and strategy outlined above, our efforts to analyze potential business opportunities will consider the following factors:
 
●
potential for growth, indicated by new technology, anticipated market expansion or new products;
 
●
competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;
 
●
strength and diversity of management, either in place or scheduled for recruitment;
 
●
capital requirements and anticipated availability of required funds, to be provided by us or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;
 
 
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●
the cost of participation by us as compared to the perceived tangible and intangible values and potentials;
 
●
the extent to which the business opportunity can be advanced;
 
●
the accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and
 
●
other relevant factors.
 
In applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data.  Potential business opportunities may occur at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.  Due to our limited capital available for investigation, we may not discover or adequately evaluate adverse facts about the opportunity to be acquired.
 
Securing additional financial and human capital
 
We have limited capital and one director.  It will be necessary for us to build a management team to fully exploit the Representation Agreement and it will also therefore be necessary to raise financial capital.  We will therefore proactively seek the raising of additional financial capital as part of our new strategy.
 
Form of any subsequent acquisitions
 
The manner in which we participate in an opportunity will depend upon the nature of the opportunity, our respective needs and desires and those of the promoters of the opportunity, and our relative negotiating strength compared to that of such promoters.
 
It is likely that we will acquire further participations in business opportunities through the issuance of our common stock, or other of our securities.  Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called "tax free" reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended, or the Code, depends upon whether the owners of the acquired business own 80% or more of the voting stock of the surviving entity.  If a transaction were structured to take advantage of these provisions rather than other "tax free" provisions provided under the Code, all prior stockholders would in such circumstances retain 20% or less of the total issued and outstanding shares of the surviving entity.  Under other circumstances, depending upon the relative negotiating strength of the parties, prior stockholders may retain substantially less than 20% of the total issued and outstanding shares of the surviving entity.  This could result in substantial additional dilution to the equity of those who were our stockholders prior to such reorganization.
 
Our stockholders will likely not have control of a majority of our voting securities following a reorganization transaction.  As part of such a transaction, our directors may resign and one or more new directors may be appointed without any vote by stockholders.
 
 
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In the case of an acquisition, the transaction may be accomplished upon the sole determination of management without any vote or approval by our stockholders.  In the case of a statutory merger or consolidation directly involving our company, it will likely be necessary to call a stockholders’ meeting and obtain the approval of the holders of a majority of our outstanding securities.  The necessity to obtain such stockholder approval may result in delay and additional expense in the consummation of any proposed transaction and will also give rise to certain appraisal rights to dissenting stockholders.  Most likely, management will seek to structure any such transaction so as not to require stockholder approval.
 
It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others.  If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation might not be recoverable.  Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss to us of the related costs incurred.
 
Competition

We face competition from various companies involved in the environmental technology industries and specifically companies involved in filtering of pollutants. 
 
Many of our competitors have longer operating histories, better brand recognition and greater financial resources than we do.  In order for us to successfully compete in our industry we will need to: 
 
● establish our product’s competitive advantage with customers;
● develop a comprehensive marketing system; and
● increase our financial resources.
 
However, there can be no assurance that even if we do these things, we will be able to compete effectively with the other companies in our industry.
 
We believe that we will be able to compete effectively in our industry because of a competitive advantage offered by our product in terms of efficacy and cost effectiveness. We will attempt to inform our potential customers of these competitive advantages and establish a developed distribution network based on various marketing techniques and positive word of mouth advertising. We believe that our products have cost related competitive advantages over other products in the marketplace due to lower cost of acquisition and more efficient operating expenses. 
 
However, as we are a newly-established company, we face the same problems as other new companies starting up in an industry, such as lack of available funds. Our competitors may be substantially larger and better funded than us, and have significantly longer histories of research, operation and development than us. In addition, they may be able to provide more competitive products than we can and generally be able to respond more quickly to new or emerging technologies and changes in legislation and regulations relating to the industry. Additionally, our competitors may devote greater resources to the development, promotion and sale of their products or services than we do. Increased competition could also result in loss of key personnel, reduced margins or loss of market share, any of which could harm our business. 
 
 
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Research and Development Expenditures

We have not incurred any research expenditures over the past two fiscal years.

Intellectual Property

We do not own, either legally or beneficially, any patent or trademark.

Identification of Certain Significant Employees

Currently, we do not have any employees. Additionally, we have not entered into any consulting or employment agreements with our president, chief executive officer, treasurer, secretary or chief financial officer. Our directors, executive officers and certain contracted individuals play an important role in the running of our company. We do not expect any material changes in the number of employees over the next 12 month period. We do and will continue to outsource contract employment as needed.

We engage contractors from time to time to consult with us on specific corporate affairs or to perform specific tasks in connection with our operations.

Government Regulations
 
Some aspects of our intended operations will be subject to a variety of federal, provincial, state and local laws, rules and regulations in North America and worldwide relating to, among other things, worker safety and the use, storage, discharge and disposal of environmentally sensitive materials. For example, we are subject to the Resource Conservation Recovery Act (“RCRA”), the principal federal legislation regulating hazardous waste generation, management and disposal.
 
Under some of the laws regulating the use, storage, discharge and disposal of environmentally sensitive materials, an owner or lessee of real estate may be liable for the costs of removing or remediating certain hazardous or toxic substances located on or in, or emanating from, such property, as well as related costs of investigation and property damage. Laws of this nature often impose liability without regard to whether the owner or lessee knew of, or was responsible for, the presence of the hazardous or toxic substances. These laws and regulations may require the removal or remediation of pollutants and may impose civil and criminal penalties for violations. Some of the laws and regulations authorize the recovery of natural resource damages by the government, injunctive relief and the imposition of stop, control, remediation and abandonment orders. The costs arising from compliance with environmental and natural resource laws and regulations may increase operating costs for both us and our potential customers. We are also subject to safety policies of jurisdictional-specific Workers Compensation Boards and similar agencies regulating the health and safety of workers.
 
 
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In addition to the forgoing, in the future our U.S., Canadian and global operations may be affected by regulatory and political developments at the federal, state, provincial and local levels including, but not limited to, restrictions on offset credit trading, the verification of offset projects and related offset credits, price controls, tax increases, the expropriation of property, the modification or cancellation of contract rights, and controls on joint ventures or other strategic alliances.
 
We are not aware of any material violations of environmental permits, licenses or approvals issued with respect to our operations. We expect to comply with all applicable laws, rules and regulations relating to our intended business. At this time, we do not anticipate any material capital expenditures to comply with environmental or various regulations and requirements.
 
While our intended projects or business activities have been designed to produce environmentally friendly green energy or other alternative products for which no specific regulatory barriers exist, any regulatory changes that impose additional restrictions or requirements on us or on our potential customers could adversely affect us by increasing our operating costs and decreasing potential demand for our technologies, products or services, which could have a material adverse effect on our results of operations.
 
Reports to Security Holders
 
We intend to furnish our shareholders annual reports containing financial statements audited by our independent auditors and to make available quarterly reports containing unaudited financial statements for each of the first three quarters of each year.
 
The public may read and copy any materials that we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is www.sec.gov.
 
ITEM 1A. RISK FACTORS.

An investment in us is highly speculative in nature and involves a high degree of risk.  We have categorised ‘Risks Related to our Business’ in terms of our business purpose as set out in this document.  Notwithstanding this categorisation, all risks should be read and interpreted in totality and not in isolation.

Risks Related to our Business

We Have A Limited Operating History With Significant Losses And Expect Losses To Continue For The Foreseeable Future.

We have yet to establish any history of profitable operations. We have incurred net losses of $246,527 and $221,276 for the fiscal years ended March 31, 2012 and 2011, respectively. As a result, at March 31, 2012, we had an accumulated deficit of $1,016,683.  We have not generated any revenues since our inception and do not anticipate that we will generate revenues which will be sufficient to sustain our operations. We expect that our revenues will not be sufficient to sustain our operations for the foreseeable future. Our profitability will depend on our ability to successfully market and sell the ENVI-Clean™ system and there can be no assurance that we will be able to do so.
 
 
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There Is Doubt About Our Ability To Continue As A Going Concern Due To Recurring Losses From Operations, Accumulated Deficit And Insufficient Cash Resources To Meet Our Business Objectives, All Of Which Means That We May Not Be Able To Continue Operations.

Our independent auditors have added an explanatory paragraph to their audit opinion issued in connection with the financial statements for the years ended March 31, 2012 and 2011, respectively, with respect to their doubt about our ability to continue as a going concern. As discussed in Note 2 to our financial statements for the year ended March 31, 2012, we have incurred operating losses since inception, and our cash resources are insufficient to meet our planned business objectives, which together raises doubt about our ability to continue as a going concern.

We May Not Be Able To Secure Additional Financing To Meet Our Future Capital Needs Due To Changes In General Economic Conditions.

We anticipate needing significant capital to develop our sales force and effective market the ENVI-Clean™ system. We may use capital more rapidly than currently anticipated and incur higher operating expenses than currently expected, and we may be required to depend on external financing to satisfy our operating and capital needs. We may need new or additional financing in the future to conduct our operations or expand our business. Any sustained weakness in the general economic conditions and/or financial markets in the United States or globally could adversely affect our ability to raise capital on favorable terms or at all. From time to time we have relied, and may also rely in the future, on access to financial markets as a source of liquidity to satisfy working capital requirements and for general corporate purposes. We may be unable to secure debt or equity financing on terms acceptable to us, or at all, at the time when we need such funding. If we do raise funds by issuing additional equity or convertible debt securities, the ownership percentages of existing stockholders would be reduced, and the securities that we issue may have rights, preferences or privileges senior to those of the holders of our common stock or may be issued at a discount to the market price of our common stock which would result in dilution to our existing stockholders. If we raise additional funds by issuing debt, we may be subject to debt covenants, which could place limitations on our operations including our ability to declare and pay dividends. Our inability to raise additional funds on a timely basis would make it difficult for us to achieve our business objectives and would have a negative impact on our business, financial condition and results of operations.
 
 
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We are a development stage company and we may not be successful in marketing the ENVI-Clean™ system and the value of your investment could decline.
 
We are a development stage company with no substantial tangible assets in a highly competitive industry. We have little operating history, no customers, and no revenues. This makes it difficult to evaluate our future performance and prospects. Our prospects must be considered in light of the risks, expenses, delays and difficulties frequently encountered in establishing a new business in an emerging and evolving industry, including the following factors:
 
●   
our business model and strategy are still evolving and are continually being reviewed and revised;
 
●   
we may not be able to raise the capital required to develop our initial client base and reputation; and
 
●   
we may not be able to successfully develop our planned products and services.
 
We cannot be sure that we will be successful in meeting these challenges and addressing these risks and uncertainties. If we are unable to do so, our business will not be successful and the value of your investment in us will decline.
 
Our business is subject to environmental and consumer protection legislation and any changes in such legislation could prevent us from becoming profitable.
 
The energy production and technology industries are subject to many laws and regulations which govern the protection of the environment, quality control standards, health and safety requirements, and the management, transportation and disposal of hazardous substances and other waste. Environmental laws and regulations may require removal or remediation of pollutants and may impose civil and criminal penalties for violations. Some environmental laws and regulations authorize the recovery of natural resource damages by the government, injunctive relief and the imposition of stop, control, remediation and abandonment orders. Similarly, consumer protection laws impose quality control standards on products marketed to the public and prohibit the distribution and marketing of products not meeting those standards.
 
The costs arising from compliance with environmental and consumer protection laws and regulations may increase operating costs for both us and our potential customers. Any regulatory changes that impose additional environmental restrictions or quality control requirements on us or on our potential customers could adversely affect us through increased operating costs and potential decreased demand for our services, which could prevent us from becoming profitable.
 
The development and expansion of our business through acquisitions, joint ventures, and other strategic transactions may create risks that may reduce the benefits we anticipate from these strategic alliances and may prevent us from achieving or sustaining profitability.
 
We intend to enter into technology acquisition and licensing agreements and strategic alliances such as joint ventures or partnerships in order to develop and commercialize our proposed technologies and services, and to increase our competitiveness.  We currently do not have any commitments or agreements regarding acquisitions, joint ventures or other strategic alliances. Our management is unable to predict whether or when we will secure any such commitments or agreements, or whether such commitments or agreements will be secured on favorable terms and conditions.
 
 
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Our ability to continue or expand our operations through acquisitions, joint ventures or other strategic alliances depends on many factors, including our ability to identify acquisitions, joint ventures, or partnerships, or access capital markets on acceptable terms. Even if we are able to identify strategic alliance targets, we may be unable to obtain the necessary financing to complete these transactions and could financially overextend ourselves.
 
Acquisitions, joint ventures or other strategic transactions may present financial, managerial and operational challenges, including diversion of management attention from existing business and difficulties in integrating operations and personnel. Acquisitions or other strategic alliances also pose the risk that we may be exposed to successor liability relating to prior actions involving a predecessor company, or contingent liabilities incurred before a strategic transaction. Due diligence conducted in connection with an acquisition, and any contractual guarantees or indemnities that we receive from sellers of acquired companies, may not be sufficient to protect us from, or compensate us for, actual liabilities. Liabilities associated with an acquisition or a strategic transaction could adversely affect our business and financial performance and reduce the benefits of the acquisition or strategic transaction. Any failure to integrate new businesses or manage any new alliances successfully could adversely affect our business and financial performance and prevent us from achieving profitability.
 
Our success depends on the continuing efforts of our senior management team and employees and the loss of the services of such key personnel could result in a disruption of operations which could result in reduced revenues.

Our future success depends heavily upon the continuing services of the members of our senior management team, in particular our President. If one or more of our senior executives or other key personnel are unable or unwilling to continue in their present positions, we may not be able to replace them easily or at all, and our business may be disrupted and our financial condition and results of operations may be materially and adversely affected. Competition for senior management and key personnel is intense, the pool of qualified candidates is very limited, and we may not be able to retain the services of our senior executives or key personnel, or attract and retain high-quality senior executives or key personnel in the future. We do not currently maintain key man insurance on our senior managers.  The loss of the services of our senior management team and employees could result in a disruption of operations which could result in reduced revenues.
 
 
-13-
 
 
We will assume debt as a result of the Assignment.

The Assignment is partly funded through a Promissory Note of $5 million as set out in this document.  There is a risk that we may not be able to repay the Promissory Note.  Any failure by us to repay the Promissory Note may result in PGG converting the amount outstanding into new shares of the Company’s common stock which would have the effect of diluting existing shareholders.

We are at risk that the ENVI-Clean™ system will not perform to expectations.

As at the date of this document, the ENVI-Clean™ system has been tested to satisfactory requirements but there is no guarantee that the ENVI-Clean™ system will continue to perform satisfactorily in the future which would damage our prospects following the Assignment.
 
Our business is subject to environmental and consumer protection legislation and any changes in such legislation could prevent us from becoming profitable.
 
The energy production and technology industries are subject to many laws and regulations which govern the protection of the environment, quality control standards, health and safety requirements, and the management, transportation and disposal of hazardous substances and other waste. Environmental laws and regulations may require removal or remediation of pollutants and may impose civil and criminal penalties for violations. Some environmental laws and regulations authorize the recovery of natural resource damages by the government, injunctive relief and the imposition of stop, control, remediation and abandonment orders. Similarly, consumer protection laws impose quality control standards on products marketed to the public and prohibit the distribution and marketing of products not meeting those standards.
 
The market for alternative energy products, technologies or services is emerging and rapidly evolving and its future success is uncertain. Insufficient demand for the ENVI-Clean™ system would prevent us from achieving or sustaining profitability.
 
It is possible that we may spend large sums of money to bring the ENVI-Clean™ system to the market, but demand may not develop or may develop more slowly than we anticipate.
 
Our future success is dependent on:
 
(a) our ability to quickly react to technological innovations;
(b) the cost-effectiveness of our technologies;
(c) the performance and reliability of alternative energy products and services that we develop;
(d) our ability to formalize marketing relationships or secure commitments for our technologies, products and services;
(e) realization of sufficient funding to support our marketing and business development plan; and
(f) availability of government incentives for the development or use of any products and services that we develop.
 
 
-14-
 
 
We may be unable to develop widespread commercial markets or obtain sufficient demand or broad acceptance for our alternative energy products or technologies or services. We may be unable to achieve or sustain profitability.
 
Competition within the environment sustainability industry may prevent us from becoming profitable.
 
The alternative energies industry is competitive and fragmented and includes numerous small companies capable of competing effectively in the market we target as well as several large companies that possess substantially greater financial and other resources than we do. Larger competitors' greater resources could allow those competitors to compete more effectively than we can. A number of competitors have developed more mature businesses than we have and have successfully built their names in the international alternative energy markets. These various competitors may be able to offer products, sustainability technologies or services more competitively priced and more widely available than ours and also may have greater resources to create or develop new technologies and products than us. Failure to compete either in the alternative energy industry may prevent us from becoming profitable, and thus you may lose your entire investment.
 
We are at risk of Enviro not being able to manufacture the ENVI-Clean™ system in accordance with contractual terms.

All contracts which we secure for the sale of ENVI-Clean™ system between Enviro and a third party will require that Enviro supplies a functioning emission control system.  There is a risk that Enviro is unable to manufacture and supply such a system in accordance with the terms of the contract.  Any failure by Enviro to perform its obligations under any such contract may have a detrimental impact on our financial standing and reputation.

Risks Related to our Stockholders and Shares of Common Stock
 
Because there is no public trading market for our common stock, you may not be able to resell your shares.
 
There is currently no public trading market for our common stock. Therefore, there is no central place, such as stock exchange or electronic trading system, to resell your shares. If you do wish to resell your shares, you will have to locate a buyer and negotiate your own sale. As a result, you may be unable to sell your shares, or you may be forced to sell them at a loss.
 
We intend to engage a market maker to apply to have our common stock quoted on the OTC Bulletin Board. This process takes at least 60 days and the application must be made on our behalf by a market maker. If our common stock becomes listed and a market for the stock develops, the actual price of our shares will be determined by prevailing market prices at the time of the sale. We do not currently meet the existing requirements to be quoted on the OTC Bulletin Board and there is no assurance that we will ever be able to meet those requirements.
 
 
-15-
 
 
We cannot assure you that there will be a market in the future for our common stock. The trading of securities on the OTC Bulletin Board is often sporadic and investors may have difficulty buying and selling our shares or obtaining market quotations for them, which may have a negative effect on the market price of our common stock. You may not be able to sell your shares at their purchase price or at any price at all. Accordingly, you may have difficulty reselling any shares you purchase from the selling security holders.
 
The continued sale of our equity securities will dilute the ownership percentage of our existing stockholders and may decrease the market price for our common stock.
 
Given our lack of revenues and the doubtful prospect that we will earn significant revenues in the next several years, we will require additional financing of at least $660,000 for the next 12 months (beginning July 2012), which will require us to issue additional equity securities. We expect to continue our efforts to acquire financing to fund our planned development and expansion activities, which will result in dilution to our existing stockholders. In short, our continued need to sell equity will result in reduced percentage ownership interests for all of our investors, which may decrease the market price for our common stock.
 
We do not intend to pay dividends and there will thus be fewer ways in which you are able to make a gain on your investment.
 
We have never paid dividends and do not intend to pay any dividends for the foreseeable future. To the extent that we may require additional funding currently not provided for in our financing plan, our funding sources may prohibit the declaration of dividends. Because we do not intend to pay dividends, any gain on your investment will need to result from an appreciation in the price of our common stock. There will therefore be fewer ways in which you are able to make a gain on your investment.
 
Because the SEC imposes additional sales practice requirements on brokers who deal in shares of penny stocks, some brokers may be unwilling to trade our securities. This means that you may have difficulty reselling your shares, which may cause the value of your investment to decline.
 
Our shares are classified as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) which imposes additional sales practice requirements on brokers-dealers who sell our securities in this offering or in the aftermarket. For sales of our securities, broker-dealers must make a special suitability determination and receive a written agreement prior from you to making a sale on your behalf. Because of the imposition of the foregoing additional sales practices, it is possible that broker-dealers will not want to make a market in our common stock. This could prevent you from reselling your shares and may cause the value of your investment to decline.
 
 
-16-
 
 
Financial Industry Regulatory Authority (FINRA) sales practice requirements may limit your ability to buy and sell our common stock, which could depress the price of our shares.
 
FINRA rules require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some customers. Thus, FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our shares, have an adverse effect on the market for our shares, and thereby depress our share price.
 
Our compliance with the Sarbanes-Oxley Act and SEC rules concerning internal controls will be time-consuming, difficult, and costly.
 
Under Section 404 of the Sarbanes-Oxley Act and current SEC regulations, we will be required to furnish a report by our management on our internal control over financial reporting beginning with our Annual Report on Form 10-K for our fiscal year ending March 31, 2013. We will soon begin the process of documenting and testing our internal control procedures in order to satisfy these requirements, which is likely to result in increased general and administrative expenses and may shift management’s time and attention from revenue-generating activities to compliance activities. While we expect to expend significant resources to complete this important project, we may not be able to achieve our objective on a timely basis. It will be time-consuming, difficult and costly for us to develop and implement the internal controls, processes and reporting procedures required by the Sarbanes-Oxley Act. We may need to hire additional personnel to do so, and if we are unable to comply with the requirements of the legislation we may not be able to assess our internal controls over financial reporting to be effective in compliance with the Sarbanes-Oxley Act.
 
ITEM 2. FINANCIAL INFORMATION
 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
 
The following discussion should be read in conjunction with the audited financial statements and the related notes that appear elsewhere in this Registration Statement of Pacific Green Technologies Limited, a UK company we acquired on the closing of the Assignment and Share Transfer Agreement.  The acquisition of  Pacific Green Technologies Limited is accounted for as a reverse merger and the financials of Pacific Green Technologies Limited will be our financials on a going forward basis. The discussions of results, causes and trends should not be construed to imply any conclusion that these results or trends will necessarily continue into the future.
 
The audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
 
 
-17-
 
 
Results of Operations for our Period Ended March 31, 2012 – Pacific Green Technologies Limited
 
Our net loss and comprehensive loss for the period from April 5, 2011 (inception) to March 31, 2012 are summarized as follows:
 
   
Period from April 5, 2011 (inception) to March 31, 2012
$
 
Revenue
 
Nil
 
Consulting Fees
    88,551  
Interest Expenses
    1,419  
Office Expenses
    5,828  
Professional Fees
    15,703  
Edmonton Test Fees
    47,886  
Net loss for the period
    159,387  
 
Liquidity and Financial Condition
 
Working Capital

   
As at March 31, 2012
 
Current assets
  $ 16,247  
Current liabilities
  $ 174,460  
Working capital (deficiency)
  $ (158,213 )
 
Cash Flows
 
   
Period from April 5, 2011 (inception) to March 31, 2012
 
Cash flows from (used in) operating activities
  $ (124,432 )
Cash flows provided by (used in) investing activities
    -  
Cash flows provided by (used in) financing activities
    127,753  
Effect of exchange rate on cash
    27  
Net increase (decrease) in cash during period
  $ 3,348  
 
 
-18-
 
 
Our anticipated operations going forward are as follows:
 
1.  
market the ENVI-Clean™ system and maximize revenue under the terms of the Representation Agreement;
2.  
raise financial capital to build a management team to maximize the revenue potential of the Representation Agreement; and
3.  
seek further acquisitions of companies involved in developing technologies to improve the environment.
 
We anticipate that we will meet our ongoing cash requirements through equity or debt financing. We estimate that our expenses over the next 12 months will be approximately $660,000 as described in the table below. These estimates may change significantly depending on the nature of our future business activities and our ability to raise capital from shareholders or other sources. 
 
Description
 
Estimated
Expenses
($)
 
Legal and accounting fees
    80,000  
Product acquisition, testing and servicing costs
    80,000  
Marketing and advertising
    75,000  
Investor relations and capital raising
    20,000  
Management and operating costs
    40,000  
Salaries and consulting fees
    300,000  
General and administrative expenses
    65,000  
Total
  $ 660,000  
 
We intend to meet our cash requirements for the next 12 months through a combination of debt financing and equity financing by way of private placements. We currently do not have any arrangements in place to complete any private placement financings and there is no assurance that we will be successful in completing any such financings on terms that will be acceptable to us.
 
If we are not able to raise the full $660,000 to implement our business plan as anticipated, we will scale our business development in line with available capital. Our primary priority will be to retain our reporting status with the SEC which means that we will first ensure that we have sufficient capital to cover our legal and accounting expenses. Once these costs are accounted for, in accordance with how much financing we are able to secure, we will focus on product acquisition, testing and servicing costs as well as marketing and advertising of our products. We will likely not expend funds on the remainder of our planned activities unless we have the required capital.
 
Contractual Obligations
 
As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.
 
 
-19-
 
 
Going Concern

Our financial statements have been prepared on the basis of a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We are in the developmental stage and have not yet established an ongoing source of revenue sufficient to cover our operating costs and allow us to continue as a going concern. In addition, as of March 31, 2012, we have an accumulated deficit since inception totaling $1,016,683. Our current business plan requires additional funding beyond our anticipated cash flows from operations. These and other factors raise substantial doubt about our ability to continue as a going concern.

In order to continue as a going concern, develop a reliable source of revenues, and achieve a profitable level of operations, we will need, among other things, additional capital resources during the next twelve months to finance the growth of our current operations and achieve our strategic objective. Management's plan to continue as a going concern includes raising additional capital through sales of common stocks to generate enough cash flow to fund its operations through 2012 and 2013. However management cannot grant any assurances that such financing will be secured.

The accompanying financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
 
At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future debt or equity financing.
 
Critical Accounting Policies
 
The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America and are expressed in United States dollars.  Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses.  These estimates and assumptions are affected by management’s application of accounting policies.  We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statement.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates. The significant areas requiring the use of management estimates are related to valuation of deferred taxes. Although these estimates are based on management‘s knowledge of current events and actions management may undertake in the future, actual results may ultimately differ materially from those estimates.
 
 
-20-
 
 
Stock-Based Compensation

We followed Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation”, to account for its stock options and similar equity instruments issued. Accordingly, compensation costs attributable to stock options or similar equity instruments granted are measured at the fair value at the grant date, and expensed over the expected vesting period. ASC 718 requires excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid. We did not grant any stock options during the period ended March 31, 2012.

Basic and Diluted Loss per Share

Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted loss per share is calculated using the treasury stock method and reflects the potential dilution of securities by including stock options, special warrants, and contingently issuable shares, if any, in the weighted average number of common shares outstanding for a year, if dilutive. In a loss year, potential dilutive common shares are excluded from the loss per share calculation as the effect would be anti-dilutive. Accordingly, basic and diluted loss per share is the same for the loss year. As at March 31, 2012 the basic loss per share was equal to diluted loss per share as there were no dilutive instruments.

Fair Value of Financial Instruments

ASC 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows:

o  Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities
o  Level 2 – inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
o  Level 3 – inputs that are not based on observable market data.

For the period ended March 31, 2012, the fair value of cash and cash equivalents was measured using Level 1 inputs. Our financial instruments include cash and cash equivalents, bank indebtedness, accounts payable and accrued liabilities and due to related parties. Fair values of these financial statements approximate their carrying values due to their short-term nature. Management is of the opinion that we are not exposed to significant interest, credit or currency risks arising from these financial instruments.

 
-21-
 
 
Recent Accounting Pronouncements
 
Our company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on our company’s results of operations, financial position or cash flow.
 
ITEM 3. PROPERTIES.

Facilities
 
Our principal executive office location and mailing address is 3651 Lindell Rd. Suite #D155, Las Vegas, NV, 89103. Currently, this space is sufficient to meet our office and telephone facility needs; however, if we expand our business to a significant degree, we will have to find a larger space.  The cost of the office is not more than US$1,000 per annum.

We neither rent nor own any other properties.
 
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT      
 
The following table sets forth certain information at June 29, 2012, regarding the beneficial ownership of our common stock of each person or group known by us to beneficially own 5% or more of our outstanding shares of common stock; each of our executive officers and directors; and all our executive officers and directors as a group:
 
Unless otherwise noted, the persons named below have sole voting and investment power with respect to the shares as beneficially owned by them.
 
Title of Class
 
Name and Address of Beneficial Owner
 
Amount and Nature of Beneficial  Ownership
   
Percent of Class %
(1)
 
Common  Stock
 
Jordan Starkman
3651 Lindell Road Unit D155
Las Vegas NV 89103
    3,700       0.0007 %
                     
   
All Officers and Directors as a Group 
    3,700       0.0007 %
                     
Common Stock
 
Scott Poulter (2)
Bison Court, Road Town, Tortola British Virgin Islands
    5,008,227       99.6 %
                     
   
All 5%+ Shareholders
    5,008,227       99.6 %

 
-22-
 
 
(1) As at the date of this document, there were 5,027,002 shares of our Common Stock outstanding and no shares of preferred stock issued and outstanding.  We have no outstanding stock options or warrants.  Under applicable SEC rules, a person is deemed the “beneficial owner” of a security with regard to which the person directly or indirectly, has or shares (a) the voting power, which includes the power to vote or direct the voting of the security, or (b) the investment power, which includes the power to dispose, or direct the disposition, of the security, in each case irrespective of the person’s economic interest in the security. Under SEC rules, a person is deemed to beneficially own securities which the person has the right to acquire within 60 days through the exercise of any option or warrant or through the conversion of another security. In determining the percent of voting stock owned by a person (a) the numerator is the number shares of common stock beneficially owned by the person, including shares the beneficial ownership of which may be acquired within 60 days upon the exercise of options or warrants or conversion of convertible securities, and (b) the denominator is the total of (i) the 5,027,002 shares of common stock outstanding and (ii) any shares of common stock which the person has the right to acquire within 60 days upon the exercise of options or warrants or conversion of convertible securities. Neither the numerator nor the denominator includes shares which may be issued upon the exercise of any other options or warrants or the conversion of any other convertible securities.
 
(2) Scott Poulter of Bison Court, Road Town, Tortola, British Virgin Islands has voting and dispositive control over shares owned by Pacific Green Group Limited and Sichel Limited. Pacific Green Group Limited holds 5,000,000 shares and Sichel limited holds 8,227 shares of our common stock.
 
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS
 
All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:
 
Name
Position Held with the Company
Age
Date First Elected or Appointed
Mr. Jordan Starkman
President,  Treasurer, Secretary and Director
42
October 26, 2008

 
-23-
 
 
Business Experience
 
The following is a brief account of the education and business experience during at least the past five years of our director and executive officer, indicating his principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

Mr. Jordan Starkman

Mr Jordan Starkman, 42, has served as our President, Treasurer, Secretary and Sole Director since October 26, 2008.

Mr. Starkman brings over twenty years experience in sales, financial consulting, and investor and client relations to the Pacific Green team. He is a co-founder of Pay By the Day and was VP Operations prior to becoming President in January 2006. Prior to forming Pay By The Day, Jordan was a sales person from January 2002 to February 2003 at The Buck A Day Company, an Ontario based direct sales company focused on sales of computers and consumer electronics. Jordan has an extensive background in finance and business development. He worked for 10 years as an independent consultant for various publicly traded companies responsible for initiating new business and developing long-term relationships with customers. Jordan also holds a BA in Statistics from the University of Western Ontario. In addition, Jordan is the President of Tucana Lithium Corp. and Health Advance Inc.

Mr. Starkman was appointed as our director due to his experiences in sales, financial consulting, and investor and client relations.
 
Family Relationships
 
There are no family relationships among our directors or executive officers.
 
Involvement in Certain Legal Proceedings
 
To the best of our knowledge, none of our directors or executive officers has, during the past ten years:
 
1.  
been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);
 
2.  
had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;
 
3.  
been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;
 
 
-24-
 
 
 
4.  
been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
 
5.  
been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
 
6.  
been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

ITEM 6. EXECUTIVE COMPENSATION.
 
No officer or director has received any compensation from our company since our inception. Until we acquire additional capital, we do not anticipate that any officer or director will receive compensation from us other than reimbursement for out-of-pocket expenses incurred on behalf of our company. Our officers and directors intend to devote very limited time to our affairs.
 
We have no stock option, retirement, pension, or profit sharing programs for the benefit of our directors, officers or other employees, but our board of directors may recommend adoption of one or more such programs in the future.
 
There are no understandings or agreements regarding compensation our management will receive after a business combination.
 
We do not have a standing compensation committee or a committee performing similar functions, but our entire board of directors acts in such capacity.

Summary Compensation Table
 
The particulars of compensation paid by our company to the following persons:

(a) 
our principal executive officer;
(b)
each of our two most highly compensated executive officers who were serving as executive officers at the end of the period from inception to March 31, 2012; and
(c)
up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as an executive officer at the end of the period to March 31, 2012, who we will collectively refer to as our named executive officers are set out in the following summary compensation table:
 
 
-25-
 
 
 
 
Name and Principal Positions
 
 
 
Fiscal
Year
 
 
Salary
($)
   
 
Bonus
($)
   
Other Annual Compensation
($)
   
Restricted Stock Awards/SARs
($)
   
Securities Underlying Options/SARs
(#)
   
LTIP
Payouts
($)
   
All Other Compensation
($)
 
                                               
Mr. Jordan Starkman
 
2011
    Nil       Nil       Nil       Nil       Nil       Nil       Nil  
President, Treasurer, and Secretary  
2012
    Nil       Nil       Nil       Nil       Nil       Nil       Nil  
 
Stock Option Plan
 
Currently, we do not have a stock option plan in favor of any director, officer, consultant or employee of our company.
 
Stock Options/SAR Grants
 
During our fiscal year ended March 31, 2012 there were no options granted to our named officers or directors.
 
Outstanding Equity Awards at Fiscal Year End
 
No equity awards were outstanding as of the year ended March 31, 2012.
 
Option Exercises
 
During our Fiscal year ended March 31, 2012 there were no options exercised by our named officers.
 
Compensation of Directors
 
We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.
 
We have determined that none of our directors are independent directors, as that term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.
 
Pension, Retirement or Similar Benefit Plans
 
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.
 
 
-26-
 
 
 
Indebtedness of Directors, Senior Officers, Executive Officers and Other Management
 
None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
 
Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended March 31, 2012, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years.

During the fiscal year ended March 31, 2012, we were charged $240,000 (2011 – $220,000) for consulting fees by a corporation, who became a shareholder of our company subsequent to March 31, 2012, all $460,000 of which is still outstanding balance as at March 31, 2012 (2011 – $220,000).

During the fiscal year ended March 31, 2012, we were charged $2,000 (2011-Nil) for consulting fees by a director.

At March 31, 2012, we have advances from shareholders and directors of $10,404 (2011 - $10,404).  The outstanding amounts are non-interest bearing, unsecured, and due on demand.
 
 
-27-
 
 
Recipients of this form 10 should also note the following related party disclosures:

1.  
Sichel Limited, a company incorporated in the British Virgin Islands, is the parent company of Pacific Green Group Limited;
2.  
On 19 March 2012, Sichel Limited subscribed for 8,127 shares of the Company’s common stock at a price of $2 per share;
3.  
Sichel Limited has provided consulting services to the Company under the provisions of a consulting agreement dated May 1, 2010.  The consulting agreement entitles Sichel Limited to US$20,000 per calendar month.  As at 31 March 2012, the Company owed Sichel Limited US$460,000 under the terms of this agreement;
4.  
Prior to the Assignment and Share Transfer Agreement, Sichel Limited owned 8,227 shares of the Company’s outstanding common stock;
5.  
The sole director of Sichel Limited is also the sole director of Pacific Green Group Limited;
6.  
As at 31 March 2012, Pacific Green Technologies Limited owed GBP£80,045 (US$127,968) to Pacific Green Group Limited;
7.  
Sichel Limited, together with associated entities under common control, is a significant shareholder of EnviroResolutions Inc.; and
8.  
Sichel Limited has a contract with EnviroResolutions, Inc. to provide management services to EnviroResolutions, Inc. for an amount equal to CDN$12,500 per calendar month.                 
 
Jordan Starkman is involved in other business activities and may, in the future, become involved in other business opportunities that become available.  Jordan Starkman provides consulting services to our company.  Jordan Starkman expects to spend less than ten percent (10%) of his time on this business.  Jordan Starkman may face a conflict in selecting between our company and his other business interests. We have not formulated a policy for the resolution of such conflicts.
 
We have not had a promoter at anytime.
 
Except as otherwise indicated herein, there have been no other related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 and Item 407(a) of Regulation S-K.

Changes in Control
 
We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company.  There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.

Corporate Governance and Director Independence.
 
We currently act with one director. We have determined that we do not have a director that would qualify as an “independent director” as defined by Nasdaq Marketplace Rule 4200(a)(15).
 
 
-28-
 
 
We do not have a standing audit, compensation or nominating committee, but our entire board of directors acts in such capacities. We believe that our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of our company does not believe that it is necessary to have a standing audit, compensation or nominating committee because we believe that the functions of such committees can be adequately performed by the board of directors.  Additionally, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development. 
 
ITEM 8. LEGAL PROCEEDINGS.
 
We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE COMPANY’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
 
Market Information

Our common shares are quoted on the Pink Sheets (OTC Pink) Quotation System under the symbol “ECSI”, but trade infrequently.
 
The high and low bid prices of our common stock for the periods indicated below are as follows:

OTC Pink (1)
 
Quarter Ended
 
High
   
Low
 
Second Quarter 2012
    .01       .0006  
First Quarter 2012
    .1       .003  
Fourth Quarter 2011
    .0078       .0017  
Third Quarter 2011
    .005       .0024  
Second Quarter 2011
 
NA
   
NA
 
First Quarter 2011
    .008       .0045  
Fourth Quarter 2010
    .0061       .003  
Third Quarter 2010
    .003       .0012  
 
(1)
Over-the-counter market quotations reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions.
 
 
-29-
 
 
Holders.
 
As at the date of this form 10, there were 193 record holders of an aggregate of 5,027,002 shares of our Common Stock issued and outstanding.
 
Dividends
 
We have not paid any cash dividends to date and do not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the development of our business.
 
Securities Authorized for Issuance under Equity Compensation Plans.
 
None.
 
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
 
Since inception, we have issued and sold the following securities without the benefit of registration under the Securities Act of 1933, as amended:
 
On June 14, 2012 we issued 5,000,000 shares of our common stock to PGG pursuant to the closing of the Assignment and Share Transfer Agreement.  These shares were issued without a prospectus in reliance on exemptions from registration found in Regulation S of the Securities Act of 1933, as amended.

Furthermore, we will, in all likelihood, issue a substantial number of additional shares in connection with the acquisition of further shares in Enviro and in connection with other business combinations. Since we expect to issue additional shares of common stock in connection with a business combination, existing stockholders of our company may experience substantial dilution in their shares.  However, it is impossible to predict whether a business combination will ultimately result in dilution to existing shareholders.
 
ITEM 11. DESCRIPTION OF SECURITIES TO BE REGISTERED
 
General

Our authorized capital stock consists of 500,000,000 shares of common stock at a par value of $0.001 per share.

Common Stock

As at the date of this form 10, there were 5,027,002 shares of our common stock issued and outstanding that is held by 193 stockholders of record.
 
Holders of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of our common stock representing a majority of the voting power of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our articles of incorporation.
 
 
-30-
 
 
 
Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Share Purchase Warrants

We have not issued and do not have outstanding any warrants to purchase shares of our common stock.

Options

We have not issued and do not have outstanding any options to purchase shares of our common stock.

ITEM 12. INDEMNIFICATION OF OFFICERS AND DIRECTORS

Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation's board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursement for expenses incurred, arising under the Securities Act of 1933, as amended, or the Securities Act.  Our certificate of incorporation provides that a director shall not be liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director.

In addition, our bylaws provide that we shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to any action, suit or proceeding, whether criminal, civil, administrative or investigative (a “legal action”), whether such legal action be by or in the right of the corporation or otherwise, by reason of the fact that such person is or was a director or officer of us, or serves or served at our request as a director or officer, of another corporation, partnership, joint venture, trust or any other enterprise. Notwithstanding this, no indemnification will be permitted if a judgment or other final adjudication adverse to that person establishes that either (a) his or her acts were committed in bad faith, or were the result of active and deliberate dishonesty, and were material to the cause of action so adjudicated, or (b) that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. The indemnification obligation of us in our bylaws is permitted under Section 145 of the General Corporation Law of the State of Delaware.
 
 
-31-
 

 
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed 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 addition, indemnification may be limited by state securities laws.

ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

We set forth below a list of our audited financial statements included in this Registration Statement on Form 10.
 
 
(i)
Audited Financial Statements of Pacific Green Technologies Limited for the period from April 5, 2011 (inception) to March 31, 2012.
     
 
(ii)
 
Audited Financial Statements of Pacific Green Technologies Inc. (formerly ECash, Inc.) for the years ended March 31, 2012 and 2011.
  (iii)   Pro-Forma Balance Sheet of Pacific Green Technologies Inc. (formerly ECash, Inc.) and Pacific Green Technologies Limited as of March 31, 2012.
 
The financial statements follow the signature page to this Registration Statement on Form 10.

ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not Applicable.
 
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS

The financial statements included in this Registration Statement on Form 10 are listed in Item 13 and commence following the signature page to this Registration Statement on Form 10.
 
Exhibit
 
Description of Exhibit
     
2.1
 
Assignment and Share Transfer Agreement
3.1
 
Articles of Incorporation of Pacific Green Technologies Inc. (formerly Beta Acquisition Corp.)
3.2
 
Certificate of Amendment filed on August 15, 1995
3.3
 
Certificate of Amendment filed on August 5, 1998
3.4
 
Certificate of Amendment filed on October 15, 2002
3.5
 
Certificate of Amendment filed on May 8, 2006
3.6
 
Certificate of Amendment filed on May 29, 2012
3.7
 
Bylaws of Pacific Green Technologies Inc. ( incorporated by reference to Exhibit 3.1 of the Form 10-SB filed on February 10, 2000)
10.1
 
Representation Agreement between Pacific Green Group Limited and EnviroResolutions Inc.
10.2     Promissory Note
10.3   Peterborough Agreement
10.4    Sichel Consulting Agreement  
                                                                                           
 
 
-32-
 
 
SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 PACIFIC GREEN TECHNOLOGIES INC.
 
   
DATE: July 3, 2012
 By:
/s/ Jordan Starkman
 
   
Jordan Starkman, President,
Secretary, Treasurer and Director
Principal Executive Officer
Principal Financial Officer
 

 
 
 
 
33
 
 
 
 
 
 
 
PACIFIC GREEN TECHNOLOGIES LIMITED

(A Development Stage Company)
Financial Statements
March 31, 2012
 (Expressed in U.S. Dollars)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
F-1
 
 

 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Board of Directors of
 
PACIFIC GREEN TECHNOLOGIES LIMITED
 
We have audited the balance sheet of Pacific Green Technologies Limited (the “Company”) as at March 31, 2012 and the related statements of operations and comprehensive loss, stockholders’ equity, and cash flows for the period from April 5, 2011 (inception) to March 31, 2012. 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 audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstance, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. 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 audit provides 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 the Company as at March 31, 2012 and the result of its operations and its cash flows for the period from April 5, 2011 (inception) to March 31, 2012 in conformity with accounting principles generally accepted in the United States of America.
 
The accompanying financial statements refer to above have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company had recurring losses and requires additional funds to maintain its planned operations. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
Vancouver, Canada 
June 11, 2012
 

Chartered Accountants
 
 
 
ACCOUNTING   ›   CONSULTING   ›   TAX
2300, 1055 DUNSMUIR STREET, BOX 49148, VANCOUVER, BC  V7X 1J1
   
1.877.688.8408  P: 604.685.8408  F: 604.685.8594   mnp.ca
 
 
F-2
 
 
PACIFIC GREEN TECHNOLOGIES LIMITED
(A Development Stage Company)
Balance Sheet
(Expressed in U.S. Dollars)
 
   
March 31,
 
   
2012
 
       
ASSETS
     
       
CURRENT ASSETS
     
       
Cash and Cash Equivalents
  $ 3,348  
VAT Receivables
    12,899  
Total Current Assets
    16,247  
         
TOTAL ASSETS
  $ 16,247  
         
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
       
         
CURRENT LIABILITIES
       
         
Accounts Payable and Accrued Liabilities
  $ 46,492  
Shareholder Loan
    127,968  
Total Current Liabilities
    174,460  
         
STOCKHOLDERS' EQUITY (DEFICIT)
       
         
Authorized: unlimited common shares with no par value
       
Issued: 1  common share
    2  
Contributed Surplus
    1,419  
Accumulated Other Comprehensive Income (Loss)
    (247 )
Deficit Accumulated During the Development Stage
    (159,387 )
         
Total Stockholders' Equity (Deficit)
    (158,213 )
         
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
  $ 16,247  
         
The accompanying notes are an integral part of these financial statements
 
 
F-3
 
 
PACIFIC GREEN TECHNOLOGIES LIMITED
(A Development Stage Company)
 
Statement of Operations and Comprehensive Loss
(Expressed in U.S. Dollars)
       
   
For the Period From
 
   
April 5, 2011
 
   
(Inception) to
 
   
March 31, 2012
 
       
EXPENSES
     
Consulting Fees
  $ 88,551  
Interest Expenses
    1,419  
Office Expenses
    5,828  
Professional Fees
    15,703  
Development and research expenses
    47,886  
         
Net Loss
    159,387  
         
Other Comprehensive Loss
       
Currency Translation Adjustment
    247  
         
Comprehensive Loss
  $ 159,634  
         
The accompanying notes are an integral part of these financial statements
 
 
 
F-4
 
 
PACIFIC GREEN TECHNOLOGIES LIMITED
(A Development Stage Company)
Statement of Cash Flows
(Expressed in U.S.Dollars)
       
   
For the Period From
 
   
April 5, 2011
 
   
(Inception) to
 
   
March 31, 2012
 
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:
     
       
Net Loss for the Period
  $ (159,387 )
         
Adjustment for items not involving cash:
       
Imputed interest
    1,419  
         
Changes in non-cash working capital items:
       
VAT Receivables
    (12,877 )
Accounts Payable and Accrued Liabilities
    46,413  
         
Net Cash (Used in) Operating Activities
    (124,432 )
         
CASH FLOWS FROM FINANCING ACTIVITIES:
       
         
Share Issued for Cash
    2  
Shareholder Loan
    127,751  
         
Net Cash From Financing Activities
    127,753  
         
EFFECT OF EXCHANGE RATE ON CASH
    27  
         
NET CHANGE IN CASH AND CASH EQUIVALENTS
    3,348  
         
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
    -  
         
CASH AND CASH EQUIVALENTS AT END OF PERIOD
  $ 3,348  
         
SUPPLEMENTAL DISCLOSURES
       
Cash Paid for:
       
Interest
  $ -  
Income Taxes
  $ -  
         
The accompanying notes are an integral part of these financial statements
 
 
 
 
F-5
 
 
PACIFIC GREEN TECHNOLOGIES LIMITED
(A Development Stage Company)
Statement of Stockholders' Equity (Deficit)
March 31, 2012
 
                           
DEFICIT 
       
               
ACCUMULATED
          ACCUMULATED    
TOTAL
 
               
OTHER
   
ADDITIONAL
    DURING     SHAREHOLDERS'  
   
COMMON STOCK
   
COMPREHENSIVE
    PAID IN     DEVELOPMENT     EQUITY  
   
SHARES
   
AMOUNT
   
INCOME (LOSS)
    CAPITAL     STAGE     (DEFICIT)  
                                     
Balance, April 5, 2011
    -     $ -     $ -     $ -     $ -     $ -  
                                                 
Share issued for cash at $1 per common share
    1       2       -               -       2  
Imputed interest from a shareholder loan
    -       -       -       1,419       -       1,419  
Other Comprehensive Income
    -       -       (247 )     -       -       (247 )
Net loss for the period
    -       -       -       -       (159,387 )     (159,387 )
Balance, March 31, 2012
    1     $ 2     $ (247 )   $ 1,419     $ (159,387 )   $ (158,213 )
                                                 
The accompanying notes are an integral part of these financial statements
 
 
F-6
 
 
PACIFIC GREEN TECHNOLOGIES LIMITED
(A Development Stage Company)
Notes to Financial Statements
March 31, 2012
(Expressed in U.S. Dollar)  
 
1.              NATURE OF BUSINESS AND OVERVIEW

The accompanying financial statements represent the accounts of Pacific Green Technologies Limited, incorporated for England and Wales on April 5, 2011. The Company is in the development stage. The purpose of incorporating the Company was to utilize local knowledge and contacts to build a platform for sales of environmental technologies.

2.              GOING CONCERN

These financial statements have been prepared on the basis of a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is in the developmental stage and has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. In addition, as of March 31, 2012, the Company has an accumulated deficit totaling $159,387. The Company’s current business plan requires additional funding beyond its anticipated cash flows from operations. These and other factors raise substantial doubt about the Company's ability to continue as a going concern.

In order to continue as a going concern, develop a reliable source of revenues, and achieve a profitable level of operations, the Company will need, among other things, additional capital resources during the next twelve months to finance the growth of its current operations and achieve its strategic objective. Management's plan to continue as a going concern includes raising additional capital through sales of common to generate enough cash flow to fund its operations through 2012 and 2013. However management cannot grant any assurances that such financing will be secured.

The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

3.              SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“US GAAP”).  All adjustments considered necessary for a fair presentation of financial position, results of operations and cash flows as at March 31, 2012 have been included .

Accounting Method
 
The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of   contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates. The significant areas requiring the use of management estimates are related to the valuation of deferred taxes. Although these estimates are based on management‘s knowledge of current events and actions management may undertake in the future, actual results may ultimately differ materially from those estimates.

 
F-7
 
 
PACIFIC GREEN TECHNOLOGIES LIMITED
(A Development Stage Company)
Notes to Financial Statements
March 31, 2012
(Expressed in U.S. Dollar)  
 
3.              SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, and all highly liquid debt instruments purchased with a maturity of three months or less.  As at March 31, 2012, there were no cash equivalents.

Stock-Based Compensation

The Company followed Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation”, to account for its stock options and similar equity instruments issued.  Accordingly, compensation costs attributable to stock options or similar equity instruments granted are measured at the fair value at the grant date, and expensed over the expected vesting period.  ASC 718 requires excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid.

The Company did not grant any stock options during the period ended March 31, 2012.

Foreign Currency Translations

The Company’s functional currency is British Pounds. Transactions in other currencies are recorded in British Pounds at the rates of exchange prevailing when the transactions occur. Monetary assets and liabilities denominated in other currencies are translated into British Pounds at rates of exchange in effect at the balance sheet dates. Exchange gains and losses are recorded in the statements of operations.

The Company has chosen U.S. dollars as its reporting currency. The Company’s assets and liabilities are translated into the reporting U.S. dollars at exchange rates at the balance sheet date, equity accounts are translated at historical exchange rate and revenues and expenses are translated by using the average exchange rates. Accumulated translation adjustments are reported as a separate component of other comprehensive income (loss) in the statement of stockholders’ equity.

Comprehensive Income (Loss)

ASC 220, “Comprehensive Income” establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its statement of operations and comprehensive loss. Comprehensive income (Loss) comprises equity except those transactions resulting from investments by owners and distributions to owners.

Concentration of credit risk

The Company places its cash and cash equivalent with high credit quality financial institution. As of March 31, 2012, the Company had approximately $nil in a bank beyond federally insured limit.

Income Taxes

SC740, “Income Taxes” requires the Company to recognized deferred tax liabilities and assets for the expected future tax consequence of events that have been recognized in the Company’s financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect in the year in which the differences are expected to reverse.

 
F-8
 
 
PACIFIC GREEN TECHNOLOGIES LIMITED
(A Development Stage Company)
Notes to Financial Statements
March 31, 2012
(Expressed in U.S. Dollar)  
 
3.             SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Basic and Diluted Loss per Share

Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted loss per share is calculated using the treasury stock method and reflects the potential dilution of securities by including stock options, special warrants, and contingently issuable shares, if any, in the weighted average number of common shares outstanding for a year, if dilutive. In a loss year, potential dilutive common shares are excluded from the loss per share calculation as the effect would be anti-dilutive. Accordingly, basic and diluted loss per share is the same for the loss year. As at March 31, 2012, the basic loss per share was equal to diluted loss per share as there was no dilutive instruments.

Fair Value of Financial Instruments
 
ASC 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows:

●       
Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities
●       
Level 2 – inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
●       
Level 3 – inputs that are not based on observable market data.

For the period ended March 31, 2012, the fair value of cash and cash equivalents was measured using Level 1 inputs. The Company’s financial instruments include cash and cash equivalents, accounts payable and accrued liabilities and shareholder loan.  Fair values of these financial statements approximate their carrying values due to their short-term nature.  Management is of the opinion that the Company is not exposed to significant interest, credit or currency risks arising from these financial instruments.

New Accounting Pronouncements
 
In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. This Update resulted in common r equirements for measuring fair value and for disclosing information about fair value measurements, including a consistent meaning of the term ―fair value. ASU 2011-04 is effective for interim and annual periods beginning after December 15, 2011. The adoption of ASC No. 2011- 04 is not expected to have a material impact on the Company‘s financial statements.
 
 
F-9
 
 
PACIFIC GREEN TECHNOLOGIES LIMITED
(A Development Stage Company)
Notes to Financial Statements
March 31, 2012
(Expressed in U.S. Dollar)  

3.              SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

In June 2011, the FASB issued Accounting Standards Update (ASU) 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income, which is effective for annual reporting periods beginning after December 15, 2011. ASU 2011-05 will become effective for the Company on April 1, 2012. This guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. In addition, items of other comprehensive income that are reclassified to profit or loss are required to be presented separately on the face of the financial statements. This guidance is intended to increase the prominence of other comprehensive income in financial statements by requiring that such amounts be presented either in a single continuous statement of income and comprehensive income or separately in consecutive statements of income and comprehensive income. The adoption of ASU 2011-05 is not expected to have a material impact on the Company’s financial position or results of operations.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption .

4.             CAPITAL STOCK

Authorized:

Unlimited common stocks with no par value

Issued and Outstanding

On April 5, 2011, the Company issued 1 common stock at value of £1 per share. As at March 31, 2012, the Company had 1 common stock issued and outstanding.

5.            INCOME TAXES

The Company is subject to income tax in UK on their taxable income as reported in its statutory accounts at a tax rate in accordance with the relevant UK Income Tax Act. A reconciliation of income taxes at statutory rates with the reported taxes is as follows:

   
Period from April 5,
2011 (Inception)
March 31, 2012
 
 
     
Loss for the period
  $ 159,387  
Statutory UK tax rate
    20 %
         
Income tax recovery
    31,900  
Non-deductible expenses
    (400 )
Unrecognized benefit of non-capital losses
    (31,500 )
 
  $ -  

Deferred tax assets and the valuation account are as follows:
 
   
March 31, 2012
 
Deferred tax asset:
     
Net operating loss carryforward
  $ 31,000  
Valuation allowance
    (31,000 )
 
  $ -  
 
 
F-10
 
 
PACIFIC GREEN TECHNOLOGIES LIMITED
(A Development Stage Company)
Notes to Financial Statements
March 31, 2012
(Expressed in U.S. Dollar)  

5.              INCOME TAXES (continued)

The Company has non-capital losses of approximately $157,000, which may be carried forward indefinitely and applied against taxable income in future years. The benefits of these losses have not been reflected in these financial statements and have been offset by a valuation allowance.

6.            RELATED PARTY TRANSACTIONS

During the period ended March 31, 2012, the Company entered into the following transactions with related parties.

a)     
Paid consulting fee of $49,476 to a director and officer.

b)    
As at March 31, 2012, there was a shareholder loan of $127,968 from the holding company of the Company for operating expenses. This loan is unsecured, non-interest-bearing and due on demand. The Company recorded imputed interests calculated based on the average outstanding balance and the market interest rate of 7.9% thereby leading to the recognition of interest expense of $1,419. A corresponding amount was classified as contributed surplus.

Related party transactions are in the normal course of operations, occurring on terms and conditions that are similar to those of transactions with unrelated parties and, therefore, are measured at the exchange amount.

7.            SUBSEQUENT EVENTS

The Company has evaluated subsequent events for the period ended March 31, 2012 through the date the financial statements were issued, and concluded there were no other events or transactions occurring during this period that required recognition or disclosure in its financial statements.
 
 
 
 
 
 
F-11
 
PACIFIC GREEN TECHNOLOGIES INC.
 (formerly ECash, Inc.)

(A Development Stage Company)
Financial Statements
March 31, 2012 and 2011

 (Expressed in U.S. Dollars)
 
 
F-12
 
 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the board of directors and shareholders of Pacific Green Technologies Inc. (formerly ECash, Inc.):

We have audited the balance sheets of Pacific Green Technologies Inc. (formerly ECash, Inc.) as at March 31 2012 and 2011, and the related statements of operations and comprehensive loss, stockholders’ equity, and cash flows for 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 audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstance, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. 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 audit provides 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 the Company as at March 31, 2012 and 2011and the result of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements refer to above have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company had recurring losses and requires additional funds to maintain its planned operations. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to 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.
 
     
Vancouver, BC
June 19, 2012 		    Chartered Accountants
       
 
 
ACCOUNTING   ›   CONSULTING   ›   TAX
2300, 1055 DUNSMUIR STREET, BOX 49148, VANCOUVER, BC  V7X 1J1
    1.877.688.8408  P: 604.685.8408  F: 604.685.8594   mnp.ca
 
 
F-13
 
 
Pacific Green Technologies Inc. (formerly ECash, Inc.)
(A Development Stage Company)
Balance Sheets
(Expressed in U.S. Dollars)
 
   
March 31,
   
March 31,
 
   
2012
   
2011
 
             
ASSETS
           
             
CURRENT ASSETS
           
    $ 6,777     $ -  
Cash and Cash Equivalents
    6,777       -  
Total Current Assets
               
TOTAL ASSETS
  $ 6,777     $ -  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
               
                 
CURRENT LIABILITIES
               
                 
Bank Indebtedness
  $ -     $ 25  
Accounts Payable and Accrued Liabilities
    586,645       349,570  
Due to Related Parties
    10,404       10,404  
Total Current Liabilities
    597,049       359,999  
                 
                 
TOTAL LIABLITIES
    597,049       359,999  
                 
STOCKHOLDERS' EQUITY (DEFICIT)
               
                 
Authorized: 500,000,000 common shares with par value $0.001
               
Issued: 18,737 common shares for 2012 and 2011
    19       19  
Share Subscription Received in Advance
    16,254       -  
Additional Paid-in Capital
    410,138       410,138  
Accumulated Deficit Prior to Current Development Stage
    (71,014 )     (71,014 )
Accumulated Deficit During Development Stage
    (945,669 )     (699,142 )
                 
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)
    (590,272 )     (359,999 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
  $ 6,777     $ -  
 
The accompanying notes are an integral part of these financial statements
 
 
 
F-14
 
 
Pacific Green Technologies Inc. (formerly ECash, Inc.)
(A Development Stage Company)
Statements of Operations and Comprehensive Loss
(Expressed in U.S. Dollars)
 
   
For the Years
Ended
March 31,
   
Cumulative From Beginning of Development Stage March 31, 2007 to
March 31, 2012
 
   
2012
   
2011
     
OPERATINGEXPENSES
                 
Accounting fees
  $ -     $ -     $ 2,055  
Bank charges
    1       25       167  
Consulting fees
    242,000       220,000       924,500  
Legal fees
    -       -       1,405  
Transfer agent and filing fees
    6,059       1,251       19,075  
                         
Total Operating Expenses
    248,060       221,276       947,202  
                         
OTHER INCOME OR EXPENSES
                       
Foreign exchange loss
    15       -       15  
Other income
    (1,548 )             (1,548 ) 
                         
NET LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD
  $ (246,527 )   $ (221,276 )   $ (945,669 )
                         
NET LOSS PER SHARE - BASIC AND DILUTED
  $ (13.16 )   $ (11.81 )        
                         
WEIGHTED AVERAGE NUMBER OF COMMON SHARE
                       
BASIC AND DILUTED
    18,738       18,738          
 
The accompanying notes are an integral part of these financial statements
 
 
F-15
 
 
Pacific Green Technologies Inc. (Formerly ECash, Inc.)
 
(A Development Stage Company)
 
Statements of Cash Flows
 
(Expressed in U.S. Dollars)
 
                 
 
                Cumulative  
         
From
 
          Beginning  
          of  
         
Development
 
          Stage  
   
For the
    March 31,  
   
Years Ended
   
2007 to
 
   
March 31,
    March 31,  
 
 
2012
   
2011
   
2012
 
CASH FLOWS (USED IN) FROM OPERATINGACTIVITIES:
                 
                   
Net Loss for the Period
  $ (246,527 )   $ (221,276 )   $ (945,669 )
                         
Adjustment for items not involving cash:
                       
Shares Issued for Services
    —       —       387,500  
                         
Changes in Assets and Liabilities:
                       
Accounts Payable and Other Liabilities
    237,075       221,251       542,145  
Due to Related Parties
    —       —       10,404  
                         
Net Cash Used in Operating Activities
    (9,452 )     (25 )     (5,620 )
                         
                         
CASH FLOWS FROM FINANCINGACTIVITIES:
                       
Bank indebtedness
    (25 )     25       (5,270 )
Shares Issued for Cash
    —       —       1,413  
Share Subscription Received
    16,254       —       16,254  
                         
Net Cash Provided by Financing Activities
    16,229       25       12,397  
                         
NET CHANGE IN CASH AND CASH EQUIVALENTS
    6,777       —       6,777  
                         
CASH AND CASH EQUIVALENTS
            —          
BEGINNINGOF PERIOD
                       
                         
CASH AND CASH EQUIVALENTS
                       
END OF PERIOD
  $ 6,777     $ —     $ 6,777  
                         
SUPPLEMENTAL DISCLOSURES
                       
Cash Paid for:
                       
Interest
  $ —     $ —     $ —  
Income Taxes
  $ —     $ —     $ —  
                         
Non-Cash Transactions:
                       
Share Issued for Services
  $ —     $ —     $ 387,500  
                         
The accompanying notes are an integral part of these financial statements
 
 
F-16
 
 
Pacific Green Technologies Inc. (formerly ECash, Inc.)
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
March 31, 2012 and 2011
(Expressed in U.S. Dollars)
 
   
COMMON STOCK
      ADDITIONAL PAID-IN CAPITAL       SHARE SUBSCRIPTION RECEIVED IN ADVANCE       DEFICIT PRIOR TO CURRENT DEVELOPMENT STAGE       ACCUMULATED DEFICIT DURING DEVELOPMENT STAGE       TOTAL SHAREHOLDERS' EQUITY(DEFICIT)  
   
SHARES
   
AMOUNT
                     
                                           
                                           
Balance, March 31, 2007
    10,623     $ 11     $ 21,233     $ -     $ (71,014 )   $ -     $ (49,770 )
                                                         
Shares issued at $2.00 per share
    20,179       20       40,338       -       -       -       40,358  
Shares cancelled and returned to treasury
    (21,364 )     (21 )     (42,706 )     -       -       -       (42,727 )
Net loss and comprehensive loss for the year
    -       -       -       -       -       (7,371 )     (7,371 )
Balance, March 31, 2008
    9,438       10       18,865       -       (71,014 )     (7,371 )     (59,510 )
                                                         
Net loss and comprehensive loss for the year
    -       -       -       -       -       (1,029 )     (1,029 )
Balance, March 31, 2009
    9,438       10       18,865       -       (71,014 )     (8,400 )     (60,539 )
                                                         
Debt forgiven by a director
                    3,782                               3,782  
Share issued for services at $41.67 per share
    9,300       9       387,491       -       -       -       387,500  
Net loss and comprehensive loss for the year
    -       -       -       -       -       (469,466 )     (469,466 )
Balance, March 31, 2010
    18,738       19       410,138       -       (71,014 )     (477,866 )     (138,723 )
                                                         
Net loss and comprehensive loss for the year
    -       -       -                       (221,276 )     (221,276 )
Balance, March 31, 2011
    18,738       19       410,138       -       (71,014 )     (699,142 )     (359,999 )
                                                         
Share subscription received in advance
    -       -       -       16,254       -       -       16,254  
Net loss and comprehensive loss for the year
    -       -       -       -       -       (246,527 )     (246,527 )
Balance, March 31, 2012
    18,738     $ 19     $ 410,138     $ 16,254     $  (71,014 )   $  (945,669 )   $  (590,272 )
 
The accompanying notes are an integral part of these financial statements
 
 
F-17
 
 
PACIFIC GREEN TECHNOLOGIES INC. (formerly ECash, Inc.)
(A Development Stage Company)
Notes to Financial Statements
March 31, 2012 and 2011
(Expressed in U.S. Dollars)

1.               NATURE OF BUSINESS AND OVERVIEW

Pacific Green Technologies Inc. (formerly known as ECash, Inc.) (the “Company”) was incorporated in Delaware on March 10, 1994, under the name of Beta Acquisition Corp. In September 1995, the Company changed its name to In-Sports International, Inc. In August 2002, changed its name from In-Sports International, Inc. to ECash, Inc and on May 24, 2012, the board of directors approved to change its name from ECash, Inc. to Pacific Green Technologies Inc.

The Company was originally engaged in the business of operating automated teller machines and its shares were quoted on the OTCBB. The Company discontinued its operations on March 1, 2007. The Company has effectively entered into a new development stage for accounting purpose effective March 31, 2007.  The management divested the Company’s main operating business to look for new opportunities . On January 7, 2008, the Company’s shares were deregistered from the OTCBB.

On June 13, 2012, the Company entered into a reverse split of its issued and outstanding common stock on the basis 2,000 existing common shares for 1 new shares of common stock with a par value of $0.001. All common stock and per share data for prior periods have been restated to give effect to this reverse stock split.

2.               GOING CONCERN

These financial statements have been prepared on the basis of a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is in the developmental stage and has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. In addition, as of March 31, 2012, the Company has an accumulated deficit since inception totaling $1,016,683. The Company’s current business plan requires additional funding beyond its anticipated cash flows from operations. These and other factors raise substantial doubt about the Company's ability to continue as a going concern.

In order to continue as a going concern, develop a reliable source of revenues, and achieve a profitable level of operations, the Company will need, among other things, additional capital resources during the next twelve months to finance the growth of its current operations and achieve its strategic objective. Management's plan to continue as a going concern includes raising additional capital through sales of common stocks to generate enough cash flow to fund its operations through 2012 and 2013. However management cannot grant any assurances that such financing will be secured.

The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

3.              SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“US GAAP”).  All adjustments considered necessary for a fair presentation of financial position, results of operations and cash flows as at March 31, 2012 have been included .
 
 
F-18
 
 
PACIFIC GREEN TECHNOLOGIES INC. (formerly ECash, Inc.)
(A Development Stage Company)
Notes to Financial Statements
March 31, 2012 and 2011
(Expressed in U.S. Dollars)
 
Accounting Method
 
The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, and all highly liquid debt instruments purchased with a original maturity of three months or less.  As at March 31, 2012 and 2011, there were no cash equivalents.

3.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of   contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates. The significant areas requiring the use of management estimates are related to valuation of deferred taxes. Although these estimates are based on management‘s knowledge of current events and actions management may undertake in the future, actual results may ultimately differ materially from those estimates.

Stock-Based Compensation

The Company followed Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation”, to account for its stock options and similar equity instruments issued.  Accordingly, compensation costs attributable to stock options or similar equity instruments granted are measured at the fair value at the grant date, and expensed over the expected vesting period.  ASC 718 requires excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid.

The Company did not grant any stock options during the years ended March 31, 2012 and 2011.

Foreign Currency Translations

The Company‘s has chosen U.S. dollars as its functional and reporting currency. Transactions in other currencies are recorded in U.S. dollars at the rate of exchange prevailing when the transactions occur. Monetary assets and liabilities denominated in other currencies are translated into U.S. dollars at rates of exchange in effect at the balance sheet dates. The foreign exchange gains and losses are included in the statements of operations and comprehensive loss.

Comprehensive Income

ASC 220, “Comprehensive Income” establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its statements of operations and comprehensive loss. Comprehensive income comprises equity except those transactions resulting from investments by owners and distributions to owners. The Company has no elements of “other comprehensive income” for the years ended March 31, 2012 and 2011.

Concentration of credit risk

The Company places its cash and cash equivalents with high credit quality financial institution. As of March 31, 2012, the Company had approximately $nil in a bank beyond federally insured limit (2011 - $nil).

Income Taxes

ASC 740, “Income Taxes” requires the Company to recognized deferred tax liabilities and assets for the expected future tax consequence of events that have been recognized in the Company’s financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect in the year in which the differences are expected to reverse.

 
F-19
 
 
PACIFIC GREEN TECHNOLOGIES INC. (formerly ECash, Inc.)
(A Development Stage Company)
Notes to Financial Statements
March 31, 2012 and 2011
(Expressed in U.S. Dollars)
 
3.             SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Basic and Diluted Loss per Share

Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted loss per share is calculated using the treasury stock method and reflects the potential dilution of securities by including stock options, special warrants, and contingently issuable shares, if any, in the weighted average number of common shares outstanding for a year, if dilutive. In a loss year, potential dilutive common shares are excluded from the loss per share calculation as the effect would be anti-dilutive. Accordingly, basic and diluted loss per share is the same for the loss year. As at March 31, 2012 and 2011, the basic loss per share was equal to diluted loss per share as there was no dilutive instruments.

Development Stage Enterprise

By discontinuing its operations on March 1, 2007, the Company entered into a new development stage prior to establishing profitable operations.  During the development stage all equity transactions, operations and cash flows will be reported on the cumulative basis until sales are recognized in the normal course of the Company’s planned business.  Losses accumulated in prior development stage activities are accumulated separately and reported on the balance sheet as a separate component of stockholders’ equity.

Fair Value of Financial Instruments
 
ASC 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows:

                 ●
Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities
                 ●
Level 2 – inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
                 ●
Level 3 – inputs that are not based on observable market data.

For the years ended March 31, 2012, the fair value of cash and cash equivalents was measured using Level 1 inputs. The Company’s financial instruments include cash and cash equivalents, bank indebtedness, accounts payable and accrued liabilities and due to related parties.  Fair values of these financial statements approximate their carrying values due to their short-term nature.  Management is of the opinion that the Company is not exposed to significant interest, credit or currency risks arising from these financial instruments.
 
New Accounting Pronouncements
 
In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. This Upda te resulted in common requirements for measuring fair value and for disclosing information about fair value measurements, including a consistent meaning of the term ―fair value . ASU 2011-04 is effective for interim and annual periods beginning after December 15, 2011. The adoption of ASC No. 2011- 04 is not expected to have a material impact on the Company‘s financial statements.

 
F-20
 
 
PACIFIC GREEN TECHNOLOGIES INC. (formerly ECash, Inc.)
(A Development Stage Company)
Notes to Financial Statements
March 31, 2012 and 2011
(Expressed in U.S. Dollars)
 
3.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

In June 2011, the FASB issued Accounting Standards Update (ASU) 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income, which is effective for annual reporting periods beginning after December 15, 2011. ASU 2011-05 will become effective for the Company on April 1, 2012. This guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. In addition, items of other comprehensive income that are reclassified to profit or loss are required to be presented separately on the face of the financial statements. This guidance is intended to increase the prominence of other comprehensive income in financial statements by requiring that such amounts be presented either in a single continuous statement of income and comprehensive income or separately in consecutive statements of income and comprehensive income. The adoption of ASU 2011-05 is not expected to have a material impact on the Company’s financial position or results of operations.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption .

4.
CAPITAL STOCK

The statement of change in the Company’s stockholders’ equity in the year ended March 31, 2012, gives effect to the reverse split of the Company’s common stock, has been presented retroactively.

Authorized

The total authorized is 500,000,000 common stocks with a par value of $0.001 per common stock.

Issued and Outstanding

At March 31, 2007, there were 10,622 common stocks issued and outstanding.

During the year ended March 31, 2008, the Company issued 20,179 (post-reverse split)  common stocks at a price of $2.00 per common stock and in the same year, the Company cancelled and returned to treasury 21,364 common stocks at a price of $2.00 per common stock.

On April 8, 2009, the Company issued 1,800 common stocks to Bull Consulting Group, a third party, for the services provided at valued of $41.67 per common stock for a total of $75,000.

On April 8, 2009, the Company issued 7,500 (post-reverse split) common stocks to the CEO and to a company controlled by him as consideration for the services provided at value of $41.67 per share for a total of $15,000. All of the 7,500 common stocks issued at $2 were re-valued to the fair value of $41.67 per common stock and the Company recognized a stock based compensation of $297,500 as they were issued on the same day as common stocks issued to a third party at $41.67 per common stock.

At March 31, 2012, there were 18,738 common stocks issued and outstanding.

 
F-21
 

PACIFIC GREEN TECHNOLOGIES INC. (formerly ECash, Inc.)
(A Development Stage Company)
Notes to Financial Statements
March 31, 2012 and 2011
(Expressed in U.S. Dollars)
 
5.             INCOME TAXES

The Financial Accounting Standards Board (FASB) has issued FASB ASC 740-10 (Prior authoritative literature: Financial Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - An Interpretation of FASB Statement No. 109 (FIN 48)).  FASB ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements in accordance with prior literature FASB Statement No. 109, Accounting for Income Taxes.  This standard requires a company to determine whether it is more likely than not that a tax position will be sustained will be sustained upon examination based upon the technical merits of the position.  If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.  As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by FASB ASC 740-10.  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 basis.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than 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.

Deferred tax assets and the valuation account are as follows:

    March 31,       March 31,  
 
 
2012
   
2011
 
Deferred tax asset:
           
Net operating loss carry-forward
  $ 235,143     $ 176,349  
Valuation allowance
    (235,143 )     (176,349 )
 
  $ -     $ -  
 
The components of income tax expense are as follows:

   
For the Years Ended March 31,
 
   
2012
   
2011
 
 
           
Loss for the year
  $ 248,075     $ 221,276  
Statutory tax rate
    23.7 %     23.7 %
                 
Income tax recovery
    58,790       52,440  
Unrecognized benefit of non-capital losses
    (58,790 )     (52,440 )
 
  $ -     $ -  

The Company has adopted FASB ASC 740-10 to account for income taxes. The Company currently has no issues creating timing differences that would mandate deferred tax expense. Net operating losses would create possible tax assets in future years. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. As at March 31, 2012 and 2011, the Company has net operating loss carry-forwards of $1,018,231 and $770,156, respectively, which may be offset against future taxable income through to 2032. No tax benefit has been reported in the financial statements.
 
 
F-22
 
 
PACIFIC GREEN TECHNOLOGIES INC. (formerly ECash, Inc.)
(A Development Stage Company)
Notes to Financial Statements
March 31, 2012 and 2011
(Expressed in U.S. Dollars)
 
6.             RELATED PARTY TRANSACTIONS

During the fiscal year ended March 31, 2012, the Company was charged $240,000 (2011 – $220,000) for consulting fees by a corporation, who became a shareholder of the Company subsequent to March 31, 2012, all $460,000 of which is still outstanding balance as at March 31, 2012 (2011 – $220,000).

During the fiscal year ended March 31, 2012, the Company was charged $2,000 (2011-Nil) for consulting fees by a director.
 
At March 31, 2012, the Company has advances from shareholders and directors of $10,404 (2011 - $10,404). The outstanding amounts are non-interest bearing, unsecured, and due on demand.

See also note 7 and 8.

Related party transactions are in the normal course of operations, occurring on terms and conditions that are similar to those of transactions with unrelated parties and, therefore, are measured at the exchange amount.

7.            COMMITMENT

On May 1, 2010, the Company entered consulting agreement with Sichel Limited (the “ Sichel”), parent company of Pacific Green Group Limited (“PGG”). Sichel will assist the Company in developing commercial agreements for Green Technology and building an international distribution based on support this. The agreement shall continue for 4 years. The consideration of the services are as followes:

●        
Stock consideration to Sichel or to any third party as directed by Sichel of 5,000 (post stock reverse split) ordinary shares of the Company upon signing of the agreement, which have been waived by Sichel.

●        
Monthly consultancy fees of US$ 20,000 per month to be paid with in 14 days of each month end. If the Company is unable to pay this then Sichel has the option to elect to be paid 5,000 (post stock reverse split) common shares of the Company.

●        
Sales commission of 10% of sales value excluding shipping and local sales taxes.

●        
Finance commission of 10% of net proceeds of any funds raised by way of issued of stock, debt or convertible note after any brokers commission as introduced by Sichel.

8.         SUBSEQUENT EVENTS

Subsequent to year ended March 31, 2012, the Company issued 8,127 common shares at $2.00 per share for total proceeds of US$16,254.

Subsequent to year ended, the Company entered into and closed an agreement with PGG for the assignment of a representation agreement and the acquisition of a company involved in the environmental technology industry (the “Assignment and Share Transfer Agreement”).

The Assignment and Share Transfer Agreement provides for the acquisition of 100% of the issued and outstanding shares of Pacific Green Technologies Limited, PGG’s subsidiary in the United Kingdom.  Additionally, PGG has assigned to the Company a ten year exclusive worldwide representation agreement with EnviroResolutions, Inc. (“Enviro”) to market and sell Enviro’s current and future environmental technologies (the “Representation Agreement”).  The Representation Agreement entitles the holder to  a commission of 20% of all sales (net of taxes) generated by Enviro.

 
F-23
 
 
PACIFIC GREEN TECHNOLOGIES INC. (formerly ECash, Inc.)
(A Development Stage Company)
Notes to Financial Statements
March 31, 2012 and 2011
(Expressed in U.S. Dollars)
 
8.             SUBSEQUENT EVENTS (continued)

The Assignment and Share Transfer Agreement closed on June 14, 2012 via the issuance of 5,000,000 shares of our common stock as well as a $5,000,000 promissory note to PGG.  The Company have consequently undertaken the operations of Pacific Green Technologies Limited and PGG’s obligations under the Representation Agreement.

Full consideration contemplated by the Assignment and Share Transfer Agreement is US$25 million satisfied as to the issue of 5,000,000 new shares of the Company’s common stock at a price of $4 per share with the balance of US$5 million structured as a promissory note (the “Promissory Note”) over the next five years as follows:

31 March 2013  $1,000,000
31 March 2014  $1,000,000
31 March 2015  $1,000,000
31 March 2016  $1,000,000
31 March 2017  $1,000,000
 
Under the terms of the Promissory Note, the loan repayments specified above shall not exceed the amount the Company earns under the terms of the Representation Agreement.  If the Company is unable to meet the repayment schedule set out above, PGG will have the option to either roll over any unpaid portion to the following payment date or to convert the outstanding amount into new shares of the Company’s common stock.  The Promissory Note is unsecured and cannot itself be used by PGG to cause the Company’s insolvency.

Also see note 1.

 
 
 
 
 
 
 
 
 
 
 
F-24
 
Pacific Green Technologies Inc.
(formerly ECash, Inc.)

Unaudited Pro Forma Consolidated Financial Information

March 31, 2012

Index
 
Pro Forma Consolidated Balance Sheet        
         
Notes to Pro Forma Consolidated Financial Statements      
 
 
F-25
 
Pacific Green Technologies Inc.
(formerly ECash, Inc.)
Pro Forma Consolidated Balance Sheet
As At March 31, 2012
(Expressed in US Dollars)
(Unaudited - Prepared by Management)
 
 
   
Pacific Green Technologies
Inc.
   
Pacific Green Technologies Limited
   
Note
   
Pro Forma
Adjustements
   
PGT Inc. Pro
Forma
Consolidated
 
ASSETS
                                     
Current assets
                                     
  Cash and cash equivalents
  $ 6,777     $  3,348           $  -     $ 10,125  
  VAT receivables     -       12,899             -       12,899  
                                       
Total current assets
    6,777       16,247             -       23,024  
                                       
                                       
TOTAL ASSETS
  $ 6,777     $ 16,247           $ -     $ 23,024  
                                       
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                                     
                                       
Current liabilities
                                     
Accounts payable and accrued liabilities
  $ 586,645     $ 46,492           $ -     $ 633,137  
Due to related parties
    10,404       127,968             -       138,372  
                                       
Total current liabilities
    597,049       174,460             -       771,509  
                                       
Promissory note
    -       -     2 a     4,003,255       4,003,255  
                                       
Total liabilities
    597,049       174,460             4,003,255       4,774,764  
                                       
STOCKHOLDERS' EQUITY (DEFICIT)
                                     
                                       
Stockholders' equity
                                     
Share capital
    19       2     2 b     8       2  
                    2 a     (27 )        
Additional paid-in capital
    410,138       1,419     2 b     16,246       -  
                    2 a     (426,384 )        
                    2 a     (1,419 )        
Share subscription received in advance
    16,254       -     2 b     (16,254 )     -  
Accumulted other comprehensive income (loss)
    -       (247 )                   (247 )
Accumulated deficit prior to current development stage
    (71,014 )     -     2 a     71,014       -  
Accumulated deficit during development stage
    (945,669 )     (159,387 )   2 a     355,397       (4,751,495 )
                    2 a     (4,001,836 )        
                                       
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)
    -590,272       -158,213             -4,003,255       -4,751,740  
                                       
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
  $ 6,777     $ 16,247           $ -     $ 23,024  
 
 
F-26
 
 
Pacific Green Technologies Inc.
(formerly ECash, Inc.)

Notes to Pro Forma Consolidated Financial Statements
(Expressed in US Dollars)
(Unaudited – Prepared by Management)
March 31, 2012
 
1.  
Basis of Presentation
 
The accompanying unaudited pro forma consolidated financial statements have been prepared for the purpose of inclusion in the Form 10-12G being filed by Pacific Green Technologies Inc. (“PGT Inc.” or the “Company”) in connection with PGT Inc.’s proposed acquisition of all of the outstanding shares of Pacific Green Technologies Limited (“PGT Limited”), a corporation incorporated under the laws of the England and Wales on April 5, 2011.

The unaudited pro forma consolidated financial statements have been prepared by the management of PGT Inc., for illustrative purposes only, in accordance with U.S. Generally Accepted Accounting Principles (“US GAAP”) to give effect to the proposed transactions and assumptions described in the notes.

These unaudited pro forma consolidated financial statements include unaudited pro forma consolidated balance sheet, which should be read in conjunction with the description of the transaction in the Form 10-12G and are derived from the followings:
 
a.         The audited financial statements of PGT Inc. as at March 31, 2012; and
 
b.         The audited financial statements of PGT Limited as at March 31, 2012.
 
The pro forma consolidated balance sheet as at March 31, 2012 has been prepared as if the transactions had occurred on March 31, 2012.

The underlying assumptions for the pro forma consolidated adjustments provide a reasonable basis for presenting the significant financial effects directly attributable to such transactions.  These pro forma adjustments are tentative and are based on available financial information and certain estimates and assumptions.  The actual adjustments to the consolidated financial statements of PGT Inc. will depend on a number of factors.  Therefore, the actual adjustments will differ from the pro forma adjustments.  Management believes that such assumptions provide a reasonable basis for presenting all of the significant effects of the transactions contemplated and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma consolidated financial statements.

The unaudited pro forma consolidated financial statements are not intended to reflect the results of operations which would have actually resulted had the transactions been effected on the dates indicated.  Further, the unaudited pro forma financial information is not necessarily indicative of the financial performance that may be obtained in the future.

The unaudited pro forma consolidated financial statements should be read in conjunction with the audited financial statements of PGT Inc. for the year ended March 31, 2012, and notes thereto; as well as the audited financial statements of PGT Limited for the period from April 5, 2011 (date of inception) to March 31, 2012.
 
 
F-27
 

Pacific Green Technologies Inc.
(formerly ECash, Inc.)

Notes to Pro Forma Consolidated Financial Statements
(Expressed in US Dollars)
(Unaudited – Prepared by Management)
March 31, 2012
 
2.  
Pro Forma Consolidated Financial Statements Assumptions and Adjustments
 
 a.
Assignment and Share Transfer Agreement
 
On June 14, 2012, PGT Inc. entered into an Assignment and Share Transfer Agreement (the “Assignment and Share Transfer Agreement”) with Pacific Green Group Limited (“PGG”) concerning the assignment of Representation Agreement (“Representation Agreement”) entered between PGG and EnviroResolutions, Inc.  and the purchase of 100% of the issued and outstanding common shares of PGT Limited in exchange for an aggregate of 5,000,000 shares of common stock at a price of $4 per share as well as a $5,000,000 promissory note (the “Promissory Note”) for a total consideration of $25,000,000. The Promissory Note is payable over the next five years as follows:
 
●        March 31, 2013  $1,000,000
●        March 31, 2014  $1,000,000
●        March 31, 2015  $1,000,000
●        March 31, 2016  $1,000,000
●        March 31, 2017  $1,000,000

 
Under the terms of the Promissory Note, the loan repayments specified above shall not exceed the amount the Company earns under the terms of the Representation Agreement assigned along with the acquisition of PGT Limited.  If the Company is unable to meet the repayment schedule set out above, PGG will have the option to either roll over any unpaid portion to the following payment date or to convert the outstanding amount into new shares of the Company’s common stocks.  The Promissory Note is unsecured and cannot itself be used by PGG to cause the Company’s insolvency.
 
For the purpose of preparing the unaudited pro forma consolidated financial statements, it is assumed that the Promissory Note will be repaid with the income earned under the terms of Representation Agreement and the promissory notes have been discounted at market rate of 7.9% to arrive the net present value of the promissory note of $4,003,255 as at March 31, 2012.

The transaction will result in the former shareholders of PGT Limited (being PGG) collectively owning a majority of the issued and outstanding common shares of PGT Inc.  The accounting principle applicable to a reverse takeover has been applied to account for the transaction.  Under this basis of accounting, PGT Limited has been identified as the acquirer and, accordingly, the consolidated entity is considered to be the continuation of PGT Limited with the fair value of the net liabilities of PGT Inc. totaling $590,272 deemed to be acquired by PGT Limited.

PGT Limited had one common share issued and outstanding prior to the reverse takeover which has been restated using the exchange ratio established in the Assignment and Share Transfer Agreement to reflect 5,000,000 common shares issued in the reverse acquisition.  Further, the $5,000,000 promissory note (net present value of $4,003,255) is deemed to be the withdrawal of contribution which is first to reduce the remaining additional paid-in capital of PGT Limited ($1,419) with the remaining balance ($4,001,836) charged to deficit.

 
F-28
 
 
Pacific Green Technologies Inc.
(formerly ECash, Inc.)

Notes to Pro Forma Consolidated Financial Statements
(Expressed in US Dollars)
(Unaudited – Prepared by Management)
March
 
  b.
Private Placement
 
Prior to the proposed acquisition, PGT Inc. issued 8,127 common shares at $2.00 per share for total proceeds of $16,254.

For the purpose of preparing these unaudited pro forma consolidated financial statements, the private placement has been deemed to be issued and outstanding as of March 31, 2012.
 
3.  
Stockholders’ Equity Continuity
 
A continuity of PGT Inc.’s issued common share capital and related recorded values after giving effect to the pro forma transactions described in Note 2 above is set out below:
 
   
Shares
   
Amount
   
Additional
paid-in
capital
   
Share
subscription
received in
advance
   
Accumulated
other
comprehensive
income (loss)
   
Accumulated
deficit prior to
current development
stage
   
Accumulated
deficit during development
stage
   
Total stockholders' equity
 
                                                               
PGT Inc.'s common sharwes balance prior to completion of proposed transactions
    18,738       19       410,138       16,254             (71,014 )     (945,669 )     (590,272 )
Private placement
    8,127       8       16,246       (16,254 )                   -       -  
Recapitalization of PGT Inc.'s deficit to share capital
            (27 )     (426,384 )                   71,014       355,397       -  
Shares issued to effect to reverse takeover
    5,000,000       2       1,419               (247 )             (159,387 )     (158,213 )
Promissory notes issued to effect the reverse takeover
    -       -       (1,419 )             -               (4,001,836 )     (4,003,255 )
                                                                 
Pro forma consolidated balance as at March 31, 2012
    5,026,865       2       -       -       -247       -       -4,751,495       -4,751,740  
 
  
Following the completion of the proposed transaction, 5,026,865 common shares will be outstanding.

 
 
 
F-29
Exhibit 2.1
 
ASSIGNMENT AND SHARE TRANSFER AGREEMENT
 
THIS AGREEMENT is made effective as of the 14 th day of June, 2012
 
AMONG:
 
PACIFIC GREEN TECHNOLOGIES, INC. , a Delaware corporation, of 3651 Lindell Rd., Suite D155, Las Vegas, Nevada, 89103
 
(" Acquirer ")
 
AND:
 
PACIFIC GREEN TECHNOLOGIES LIMITED , an England and Wales corporation, with a registered office at 2 – 6 Cannon Street, London, England, EC4M 6YH
 
(" Priveco ")
 
AND:
 
PACIFIC GREEN GROUP LIMITED, the sole Shareholder of Priveco, having a registered office at Bison Court, Road Town, Tortola British Virgin Islands
 
(the " Selling Shareholder ")
 
WHEREAS:
 
A.   
The Selling Shareholder is the registered and beneficial owner of all of the issued and outstanding shares in the capital of Priveco;
 
B.   
The Selling Shareholder and EnviroResolutions Inc. ("ENVI") have entered into a representation agreement effective June 7, 2010 (the "Representation Agreement"), pursuant to which the Selling Shareholder is the exclusive worldwide sales agent for the ENVI emission technologies;
 
C.   
Acquirer has agreed to pay $25,000,000, to consist of $20,000,000 with the issuance of 5,000,000 common shares in the capital of Acquirer as of the Closing Date, as defined herein, and the issuance of a promissory note in the amount of $5,000,000, to the Selling Shareholder as consideration for the transfer and assignment to Acquirer of all of the issued and outstanding shares of Priveco held by the Selling Shareholder and the assignment of the Representation Agreement from the Selling Shareholder to Acquirer; and
 
D.   
Upon the terms and subject to the conditions set forth in this Agreement, the Selling Shareholder has agreed to transfer all of the issued and outstanding shares of Priveco held by the Selling Shareholder to Acquirer, and assign the Representation Agreement, in exchange for common shares of Acquirer as the consideration payable.
 
THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties covenant and agree as follows:
 
1.   
DEFINITIONS
 
1.1.   
Definitions . The following terms have the following meanings, unless the context indicates otherwise:
 
       (a)   
"Agreement" shall mean this Agreement, and all the exhibits, schedules and other documents attached to or referred to in this Agreement, and all amendments and supplements, if any, to this Agreement;
 
 
 
 
 
        (b)  
"Closing" shall mean the completion of the Transaction, in accordance with Section 7 hereof, at which the Closing Documents shall be exchanged by the parties, except for those documents or other items specifically required to be exchanged at a later time;
 
       (c)  
"Closing Date" shall mean a date mutually agreed upon by the parties hereto in writing and in accordance with Section 10.6 following the satisfaction or waiver by Acquirer and Priveco of the conditions precedent set out in Sections 5.1 and 5.2 respectively, provided that such date shall be no later than six (6) weeks after delivery of the Priveco Financial Statements to be delivered under Section 5.1(j) hereof;
 
       (d)  
"Closing Documents" shall mean the papers, instruments and documents required to be executed and delivered at the Closing pursuant to this Agreement;
 
       (e)  
"Exchange Act" shall mean the United States Securities Exchange Act of 1934, as amended;
 
       (f)  
"GAAP" shall mean United States generally accepted accounting principles applied in a manner consistent with prior periods;
 
       (g)  
 "Liabilities" shall include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted choate or inchoate, liquidated or unliquidated, secured or unsecured;
 
       (h)  
"Priveco Shares" shall mean the one ordinary of Priveco held by the Selling Shareholder, being all of the issued and outstanding shares of Priveco beneficially held, either directly or indirectly, by the Selling Shareholder;
 
       (i)  
"Acquirer Shares" shall mean the 5,000,000 fully paid and non-assessable common shares of Acquirer, to be issued to the Selling Shareholder by Acquirer on the Closing Date;
 
       (j)  
"SEC" shall mean the Securities and Exchange Commission;
 
       (k)  
"Securities Act" shall mean the United States Securities Act of 1933, as amended;
 
       (l)  
"Taxes" shall include international, federal, state, provincial and local income taxes, capital gains tax, value-added taxes, franchise, personal property and real property taxes, levies, assessments, tariffs, duties (including any customs duty), business license or other fees, sales, use and any other taxes relating to the assets of the designated party or the business of the designated party for all periods up to and including the Closing Date, together with any related charge or amount, including interest, fines, penalties and additions to tax, if any, arising out of tax assessments; and
 
       (m)  
"Transaction" shall mean the transfer of the Priveco Shares to Acquirer from the Selling Shareholder, and the assignment of the Representation Agreement, in consideration for the issuance of the Acquirer Shares.
 
1.2.  
Schedules. The following schedules are attached to and form part of this Agreement:

Schedule 1
–
Selling Shareholder
Schedule 2
–
Certificate of Non-U.S. Shareholder
Schedule 3
–
Directors and Officers of Priveco
Schedule 4
–
Directors and Officers of Acquirer
Schedule 5
–
Priveco Leases, Subleases, Claims, Capital Expenditures, Taxes and Other Property Interests
Schedule 6
–
Priveco Intellectual Property
Schedule 7
–
Priveco Material Contracts
Schedule 8
–
Priveco Employment Agreements and Arrangements
 
 
 
 
 
1.3.   
Currency. All references to currency referred to in this Agreement are in United States Dollars (US$), unless expressly stated otherwise.
 
2.  
THE ASSIGNMENT AND TRANSFER
 
2.1.  
Offer, Purchase and Sale of Shares. Subject to the terms and conditions of this Agreement, the Selling Shareholder hereby covenants and agrees to sell, assign and transfer to Acquirer, and Acquirer hereby covenants and agrees to purchase from the Selling Shareholder all of the Priveco Shares held by the Selling Shareholder.
 
2.2.  
Assignment of Representation Agreement.      The Selling Shareholder hereby unconditionally forever assigns and transfers to Acquirer all of the Selling Shareholder’s right, title and interest in and to the Representation Agreement and all benefits and advantages to be derived therefrom (the “Assignment”). Acquirer hereby covenants and agrees with the Selling Shareholder that Acquirer will fully and faithfully abide by all terms and conditions of the Representation Agreement and fully and faithfully perform all responsibilities and obligations of the Selling Shareholder under the Representation Agreement.
 
2.3.  
Promissory Note .    The Acquirer shall issue a promissory note in the aggregate principal amount of $5,000,000 to the Selling Shareholder (the “Promissory Note”).  The Acquirer shall pay to the Selling Shareholder $1,000,000 on each anniversary date of the Closing Date, up to and including the fifth anniversary, in satisfaction of the Promissory Note, provided that the Acquirer has generated gross revenue under the Representation Agreement in that amount by the anniversary date.  In the event that the required revenues are not achieved, any lesser amount of gross revenues shall be paid towards the Promissory Note, with any unpaid portion otherwise due becoming due and payable on the following anniversary date.
 
2.4.  
Consideration. As consideration for the assignment of the Representation Agreement and transfer of the Priveco Shares by the Selling Shareholder to Acquirer, Acquirer shall pay $25,000,000, which shall be satisfied with the issuance of the Acquirer Shares and the Promissory Note to the Selling Shareholder as set out in Schedule 1. The Selling Shareholder acknowledges and agrees that the Acquirer Shares are being issued pursuant to an exemption from the prospectus and registration requirements of the Securities Act. As required by applicable securities law, the Selling Shareholder agrees to abide by all applicable resale restrictions and hold periods imposed by all applicable securities legislation. All certificates representing the Acquirer Shares issued on Closing will be endorsed with one of the following legend pursuant to the Securities Act in order to reflect the fact that the Acquirer Shares will be issued to the Selling Shareholder pursuant to an exemption from the registration requirements of the Securities Act:
 
For the Selling Shareholder, not being resident in the United States:
 
"THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
 
NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT."
 
 
 
 
 
2.5.  
Share Exchange Procedure. The Selling Shareholder shall exchange its certificate representing the Priveco Shares by delivering such certificate to Acquirer duly executed and endorsed in blank (or accompanied by duly executed stock powers duly endorsed in blank), in each case in proper form for transfer, with signatures guaranteed, and, if applicable, with all stock transfer and any other required documentary stamps affixed thereto and with appropriate instructions to allow the transfer agent to issue certificates for the Acquirer Shares to the holder thereof, together with a Certificate of Non-U.S. Shareholder (the "Regulation S Certificate"), a copy of which is set out in Schedule 2.
 
2.6.  
Closing Date. The Closing will take place, subject to the terms and conditions of this Agreement, on the Closing Date.
 
2.7.  
Restricted Shares . The Selling Shareholder acknowledges that the Acquirer Shares issued pursuant to the terms and conditions set forth in this Agreement will have such hold periods as are required under applicable securities laws and as a result may not be sold, transferred or otherwise disposed, except pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in each case only in accordance with all applicable securities laws.
 
2.8.  
Exemptions. The Selling Shareholder acknowledges that Acquirer has advised such Selling Shareholder that Acquirer is relying upon the representations and warranties of the Selling Shareholder set out in the Regulation S Certificate to issue the Acquirer Shares under an exemption from the prospectus and registration requirements of the Securities Act.
 
3.  
REPRESENTATIONS AND WARRANTIES OF PRIVECO
 
As of the Closing, Priveco and the Selling Shareholder, jointly and severally, represent and warrant to Acquirer, and acknowledge that Acquirer is relying upon such representations and warranties, in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of Acquirer, as follows:
 
3.1.  
Organization and Good Standing. Priveco is a corporation duly organized, validly existing and in good standing under the laws of England and Wales and has the requisite corporate power and authority to own, lease and to carry on its business as now being conducted. Priveco is duly qualified to do business and is in good standing as a foreign corporation in each of the jurisdictions in which Priveco owns property, leases property, does business, or is otherwise required to do so, where the failure to be so qualified would have a material adverse effect on the business of Priveco taken as a whole.
 
3.2.  
Authority. Priveco has all requisite corporate power and authority to execute and deliver this Agreement and any other document contemplated by this Agreement (collectively, the "Priveco Documents") to be signed by Priveco and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of each of the Priveco Documents by Priveco and the consummation of the transactions contemplated hereby have been duly authorized by Priveco's board of directors. No other corporate or shareholder proceedings on the part of Priveco is necessary to authorize such documents or to consummate the transactions contemplated hereby. This Agreement has been, and the other Priveco Documents when executed and delivered by Priveco as contemplated by this Agreement will be, duly executed and delivered by Priveco and this Agreement is, and the other Priveco Documents when executed and delivered by Priveco as contemplated hereby will be, valid and binding obligations of Priveco enforceable in accordance with their respective terms except:
 
       (a)  
as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally;
 
       (b)  
as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies; and
 
 
 
 
 
       (c)  
as limited by public policy.
 
3.3.  
Capitalization of Priveco. The entire authorized capital stock and other equity securities of Priveco consists of one ordinary share (the "Priveco Common Stock").  As of the date of this Agreement, there is one ordinary share of Priveco Common Stock issued and outstanding. All of the issued and outstanding shares of Priveco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with the laws of England and Wales and its Articles of Association. There are no outstanding options, warrants, subscriptions, conversion rights, or other rights, agreements, or commitments obligating Priveco to issue any additional shares of Priveco Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Priveco any shares of Priveco Common Stock. There are no agreements purporting to restrict the transfer of the Priveco Common Stock, no voting agreements, shareholders' agreements, voting trusts, or other arrangements restricting or affecting the voting of the Priveco Common Stock.
 
3.4.  
Shareholders of Priveco Common Stock. As of the Closing Date, Schedule 1 contains a true and complete list of the holders of all issued and outstanding shares of the Priveco Common Stock including each holder's name, address and number of Priveco Shares held.
 
3.5.  
Directors and Officers of Priveco . The duly elected or appointed directors and the duly appointed officers of Priveco are as set out in Schedule 3.
 
3.6.  
Corporate Records of Priveco. The corporate records of Priveco, as required to be maintained by it pursuant to all applicable laws, are accurate, complete and current in all material respects, and the minute book of Priveco is, in all material respects, correct and contains all records required by all applicable laws, as applicable, in regards to all proceedings, consents, actions and meetings of the shareholders and the board of directors of Priveco.
 
3.7.  
Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will:
 
       (a)  
conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Priveco or any of its subsidiaries under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Priveco or any of its subsidiaries, or any of their respective material property or assets; or
 
       (b)  
violate any provision of the Articles of Association or any other constating documents of Priveco, any of its subsidiaries or any applicable laws.
 
3.8.  
Actions and Proceedings . To the best knowledge of Priveco, there is no basis for and there is no action, suit, judgment, claim, demand or proceeding outstanding or pending, or threatened against Priveco or which involves any of the business, or the properties or assets of Priveco that, if adversely resolved or determined, would have a material adverse effect on the business, operations, assets, properties, prospects, or conditions of Priveco taken as a whole (a "Priveco Material Adverse Effect"). There is no reasonable basis for any claim or action that, based upon the likelihood of its being asserted and its success if asserted, would have such a Priveco Material Adverse Effect.
 
3.9.  
Compliance.
 
       (a)  
To the best knowledge of Priveco, Priveco is in compliance with, is not in default or violation in any material respect under, and has not been charged with or received any notice at any time of any material violation of any statute, law, ordinance, regulation, rule, decree or other applicable regulation to the business or operations of Priveco;
 
 
 
 
 
       (b)  
To the best knowledge of Priveco, Priveco is not subject to any judgment, order or decree entered in any lawsuit or proceeding applicable to its business and operations that would constitute a Priveco Material Adverse Effect; and
 
       (c)  
Priveco has operated in material compliance with all laws, rules, statutes, ordinances, orders and regulations applicable to its business. Priveco has not received any notice of any violation thereof, nor is Priveco aware of any valid basis therefore.
 
3.10.  
Financial Representations. The consolidated audited balance sheets for Priveco from incorporation on April 5, 2011 to March 31, 2012 (the " Priveco Accounting Date "), together with related statements of income, cash flows, and changes in shareholder's equity for such fiscal years and interim period then ended (collectively, the " Priveco Financial Statements ") to be supplied on or before the Closing Date:
 
       (a)  
are in accordance with the books and records of Priveco;
 
       (b)  
present fairly the financial condition of Priveco as of the respective dates indicated and the results of operations for such periods; and
 
       (c)  
have been prepared in accordance with GAAP.
 
Priveco has not received any advice or notification from its independent certified public accountants that Priveco has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Priveco Financial Statements or the books and records of Priveco, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of Priveco accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of Priveco. Priveco has not engaged in any transaction, maintained any bank account, or used any funds of Priveco, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Priveco.
 
3.11.  
Absence of Undisclosed Liabilities . Priveco does not have any material Liabilities or obligations either direct or indirect, matured or unmatured, absolute, contingent or otherwise that exceed $5,000, which:
 
       (a)  
are not set forth in the Priveco Financial Statements or have not heretofore been paid or discharged;
 
       (b)  
did not arise in the regular and ordinary course of business under any agreement, contract, commitment, lease or plan specifically disclosed in writing to Acquirer; or
 
       (c)  
have not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the regular and ordinary course of its business since the date of the last Priveco Financial Statements
 
3.12.  
Tax Matters.
 
       (a)  
As of the date hereof:
 
                       (i)  
Priveco has timely filed all tax returns in connection with any Taxes which are required to be filed on or prior to the date hereof, taking into account any extensions of the filing deadlines which have been validly granted to Priveco, and
 
                        (ii)  
all such returns are true and correct in all material respects;
 
 
 
 
 
       (b)  
Priveco has paid all Taxes that have become or are due with respect to any period ended on or prior to the date hereof, and has established an adequate reserve therefore on its balance sheets for those Taxes not yet due and payable, except for any Taxes the non-payment of which will not have a Priveco Material Adverse Effect;
 
       (c)  
Priveco is not presently under or has not received notice of, any contemplated investigation or audit by regulatory or governmental agency of body or any foreign or state taxing authority concerning any fiscal year or period ended prior to the date hereof;
 
       (d)  
all Taxes required to be withheld on or prior to the date hereof from employees for income Taxes, social security Taxes, unemployment Taxes and other similar withholding Taxes have been properly withheld and, if required on or prior to the date hereof, have been deposited with the appropriate governmental agency; and
 
       (e)  
to the best knowledge of Priveco, the Priveco Financial Statements contain full provision for all Taxes including any deferred Taxes that may be assessed to Priveco for the accounting period ended on the Priveco Accounting Date or for any prior period in respect of any transaction, event or omission occurring, or any profit earned, on or prior to the Priveco Accounting Date or for any profit earned by Priveco on or prior to the Priveco Accounting Date or for which Priveco is accountable up to such date and all contingent Liabilities for Taxes have been provided for or disclosed in the Priveco Financial Statements.
 
3.13.  
Absence of Changes . Since the Priveco Accounting Date, Priveco has not:
 
       (a)   
incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties;
 
       (b)  
sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice;
 
       (c)  
created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever;
 
       (d)  
made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business;
 
       (e)  
declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities;
 
       (f)  
suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects;
 
       (g)  
suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise);
 
 
 
 
 
       (h)  
received notice or had knowledge of any actual or threatened labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects;
 
       (i)  
made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $12,000;
 
       (j)  
other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled;
 
       (k)  
entered into any transaction other than in the ordinary course of business consistent with past practice; or
 
       (l)  
agreed, whether in writing or orally, to do any of the foregoing.
 
3.14.  
Absence of Certain Changes or Events. Since the Priveco Accounting Date, there has not been:
 
       (a)  
a Priveco Material Adverse Effect; or
 
       (b)  
any material change by Priveco in its accounting methods, principles or practices.
 
3.15.  
Subsidiaries. Priveco does not have any subsidiaries or agreements of any nature to acquire any subsidiary or to acquire or lease any other business operations.
 
3.16.  
Personal Property . Priveco possesses, and has good and marketable title of all property necessary for the continued operation of the business of Priveco as presently conducted and as represented to Acquirer. All such property is used in the business of Priveco. All such property is in reasonably good operating condition (normal wear and tear excepted), and is reasonably fit for the purposes for which such property is presently used. All material equipment, furniture, fixtures and other tangible personal property and assets owned or leased by Priveco is owned by Priveco free and clear of all liens, security interests, charges, encumbrances, and other adverse claims, except as disclosed in Schedule 5.
 
3.17.  
Intellectual Property
 
       (a)  
Intellectual Property Assets . Priveco owns or holds an interest in all intellectual property assets necessary for the operation of the business of Priveco as it is currently conducted (collectively, the " Intellectual Property Assets "), including:
 
                       (i)  
all functional business names, trading names, registered and unregistered trademarks, service marks, and applications (collectively, the " Marks ");
 
                       (ii)  
all patents, patent applications, and inventions, methods, processes and discoveries that may be patentable (collectively, the " Patents ");
 
                        (iii)  
all copyrights in both published works and unpublished works (collectively, the " Copyrights "); and
 
                        (iv)  
all know-how, trade secrets, confidential information, customer lists, software, technical information, data, process technology, plans, drawings, and blue prints owned, used, or licensed by Priveco as licensee or licensor (collectively, the " Trade Secrets ").
 
       (b)  
Agreements. Schedule 6 contains a complete and accurate list and summary description, including any royalties paid or received by Priveco, of all contracts and agreements relating to the Intellectual Property Assets to which Priveco is a party or by which Priveco is bound, except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $500 under which Priveco is the licensee. To the best knowledge of Priveco, there are no outstanding or threatened disputes or disagreements with respect to any such agreement.
 
 
 
 
 
       (c)   
Intellectual Property and Know-How Necessary for the Business. Except as set forth in Schedule 6, Priveco is the owner of all right, title, and interest in and to each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, and other adverse claims, and has the right to use without payment to a third party of all the Intellectual Property Assets. Except as set forth in Schedule 6, all former and current employees and contractors of Priveco have executed written contracts, agreements or other undertakings with Priveco that assign all rights to any inventions, improvements, discoveries, or information relating to the business of Priveco. No employee, director, officer or shareholder of Priveco owns directly or indirectly in whole or in part, any Intellectual Property Asset which Priveco is presently using or which is necessary for the conduct of its business. To the best knowledge of Priveco, no employee or contractor of Priveco has entered into any contract or agreement that restricts or limits in any way the scope or type of work in which the employee may be engaged or requires the employee to transfer, assign, or disclose information concerning his work to anyone other than Priveco.
 
       (d)  
Patents. Except as set out in Schedule 6, Priveco does not hold any right, title or interest in and to any Patent and Priveco has not filed any patent application with any third party. To the best knowledge of Priveco, none of the products manufactured and sold, nor any process or know-how used, by Priveco infringes or is alleged to infringe any patent or other proprietary night of any other person or entity.
 
       (e)  
Trademarks. Except as set out in Schedule 6, Priveco does not hold any right, title or interest in and to any Mark and Priveco has not registered or filed any application to register any Mark with any third party. To the best knowledge of Priveco, none of the Marks, if any, used by Priveco infringes or is alleged to infringe any trade name, trademark, or service mark of any third party.
 
       (f)  
Copyrights. Schedule 6 contains a complete and accurate list and summary description of all Copyrights. Priveco is the owner of all right, title, and interest in and to each of the Copyrights, free and clear of all liens, security interests, charges, encumbrances, and other adverse claims. If applicable, all registered Copyrights are currently in compliance with formal legal requirements, are valid and enforceable, and are not subject to any maintenance fees or taxes or actions falling due within ninety days after the Closing Date. To the best knowledge of Priveco, no Copyright is infringed or has been challenged or threatened in any way and none of the subject matter of any of the Copyrights infringes or is alleged to infringe any copyright of any third party or is a derivative work based on the work of a third party. All works encompassed by the Copyrights have been marked with the proper copyright notice.
 
       (g)  
Trade Secrets. Priveco has taken all reasonable precautions to protect the secrecy, confidentiality, and value of its Trade Secrets. Priveco has good title and an absolute right to use the Trade Secrets. The Trade Secrets are not part of the public knowledge or literature, and to the best knowledge of Priveco, have not been used, divulged, or appropriated either for the benefit of any person or entity or to the detriment of Priveco. No Trade Secret is subject to any adverse claim or has been challenged or threatened in any way.
 
3.18.  
Insurance. The products sold by and the assets owned by Priveco are insured under various policies of general product liability and other forms of insurance consistent with prudent business practices. All such policies are in full force and effect in accordance with their terms, no notice of cancellation has been received, and there is no existing default by Priveco, or any event which, with the giving of notice, the lapse of time or both, would constitute a default thereunder. All premiums to date have been paid in full.
 
 
 
 
 
3.19.  
Employees and Consultants. All employees and consultants of Priveco have been paid all salaries, wages, income and any other sum due and owing to them by Priveco, as at the end of the most recent completed pay period. Priveco is not aware of any labor conflict with any employees that might reasonably be expected to have a Priveco Material Adverse Effect. To the best knowledge of Priveco, no employee of Priveco is in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement or any other contract or agreement relating to the relationship of such employee with Priveco or any other nature of the business conducted or to be conducted by Priveco.
 
3.20.  
Real Property. Priveco does not own any real property. Each of the leases, subleases, claims or other real property interests (collectively, the " Leases ") to which Priveco is a party or is bound, as set out in Schedule 5, is legal, valid, binding, enforceable and in full force and effect in all material respects. All rental and other payments required to be paid by Priveco pursuant to any such Leases have been duly paid and no event has occurred which, upon the passing of time, the giving of notice, or both, would constitute a breach or default by any party under any of the Leases. The Leases will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing Date. Priveco has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or the leasehold property pursuant thereto.
 
3.21.  
Material Contracts and Transactions. Schedule 7 attached hereto lists each material contract, agreement, license, permit, arrangement, commitment, instrument or contract to which Priveco is a party (each, a " Contract "). Each Contract is in full force and effect, and there exists no material breach or violation of or default by Priveco under any Contract, or any event that with notice or the lapse of time, or both, will create a material breach or violation thereof or default under any Contract by Priveco. The continuation, validity, and effectiveness of each Contract will in no way be affected by the consummation of the Transaction contemplated by this Agreement. There exists no actual or threatened termination, cancellation, or limitation of, or any amendment, modification, or change to any Contract.
 
3.22.  
Certain Transactions. Priveco is not a guarantor or indemnitor of any indebtedness of any third party, including any person, firm or corporation.
 
3.23.  
No Brokers. Priveco has not incurred any independent obligation or liability to any party for any brokerage fees, agent's commissions, or finder's fees in connection with the Transaction contemplated by this Agreement.
 
3.24.  
Completeness of Disclosure. No representation or warranty by Priveco in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to Acquirer pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.
 
4.  
REPRESENTATIONS AND WARRANTIES OF ACQUIRER
 
As of the Closing, Acquirer represents and warrants to Priveco and the Selling Shareholder and acknowledges that Priveco and the Selling Shareholder are relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of Priveco or the Selling Shareholder, as follows:
 
4.1.  
Organization and Good Standing. Acquirer is duly incorporated, organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and to carry on its business as now being conducted. Acquirer is qualified to do business and is in good standing as a foreign corporation in each of the jurisdictions in which it owns property, leases property, does business, or is otherwise required to do so, where the failure to be so qualified would have a material adverse effect on the businesses, operations, or financial condition of Acquirer.
 
 
 
 
 
4.2.  
Authority. Acquirer has all requisite corporate power and authority to execute and deliver this Agreement and any other document contemplated by this Agreement (collectively, the " Acquirer Documents ") to be signed by Acquirer and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of each of the Acquirer Documents by Acquirer and the consummation by Acquirer of the transactions contemplated hereby have been duly authorized by its board of directors and no other corporate or shareholder proceedings on the part of Acquirer is necessary to authorize such documents or to consummate the transactions contemplated hereby. This Agreement has been, and the other Acquirer Documents when executed and delivered by Acquirer as contemplated by this Agreement will be, duly executed and delivered by Acquirer and this Agreement is, and the other Acquirer Documents when executed and delivered by Acquirer, as contemplated hereby will be, valid and binding obligations of Acquirer enforceable in accordance with their respective terms, except:
 
       (a)  
as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally;
 
       (b)  
as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies; and
 
       (c)  
as limited by public policy.
 
4.3.  
Capitalization of Acquirer. The entire authorized capital stock and other equity securities of Acquirer consists of 500,000,000 shares of common stock with a par value of $0.001 (the " Acquirer Common Stock "). As of the date of this Agreement, there are 26,865 shares of Acquirer Common Stock issued and outstanding. All of the issued and outstanding shares of Acquirer Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. There are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating Acquirer to issue any additional shares of Acquirer Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Acquirer any shares of Acquirer Common Stock as of the date of this Agreement. There are no agreements purporting to restrict the transfer of the Acquirer Common Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the Acquirer Common Stock.
 
4.4.  
Directors and Officers of Acquirer. The duly elected or appointed directors and the duly appointed officers of Acquirer are as listed on Schedule 4.
 
4.5.  
Corporate Records of Acquirer. The corporate records of Acquirer, as required to be maintained by it pursuant to the laws of the State of Delaware, are accurate, complete and current in all material respects, and the minute book of Acquirer is, in all material respects, correct and contains all material records required by the law of the State of Nevada in regards to all proceedings, consents, actions and meetings of the shareholders and the board of directors of Acquirer.
 
4.6.  
Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will:
 
       (a)  
conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Acquirer under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Acquirer or any of its material property or assets;
 
 
 
 
 
       (b)  
violate any provision of the applicable incorporation or charter documents of Acquirer; or
 
       (c)  
violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Acquirer or any of its material property or assets.
 
4.7.  
Validity of Acquirer Common Stock Issuable upon the Transaction. The Acquirer Shares to be issued to the Selling Shareholder upon consummation of the Transaction in accordance with this Agreement will, upon issuance, have been duly and validly authorized and, when so issued in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and non-assessable.
 
4.8.  
Actions and Proceedings. To the best knowledge of Acquirer, there is no claim, charge, arbitration, grievance, action, suit, investigation or proceeding by or before any court, arbiter, administrative agency or other governmental authority now pending or, to the best knowledge of Acquirer, threatened against Acquirer which involves any of the business, or the properties or assets of Acquirer that, if adversely resolved or determined, would have a material adverse effect on the business, operations, assets, properties, prospects or conditions of Acquirer taken as a whole (a " Acquirer Material Adverse Effect "). There is no reasonable basis for any claim or action that, based upon the likelihood of its being asserted and its success if asserted, would have such a Acquirer Material Adverse Effect.
 
4.9.  
Compliance.
 
       (a)  
To the best knowledge of Acquirer, Acquirer is in compliance with, is not in default or violation in any material respect under, and has not been charged with or received any notice at any time of any material violation of any statute, law, ordinance, regulation, rule, decree or other applicable regulation to the business or operations of Acquirer;
 
       (b)  
To the best knowledge of Acquirer, Acquirer is not subject to any judgment, order or decree entered in any lawsuit or proceeding applicable to its business and operations that would constitute a Acquirer Material Adverse Effect;
 
       (c)  
Acquirer has operated in material compliance with all laws, rules, statutes, ordinances, orders and regulations applicable to its business. Acquirer has not received any notice of any violation thereof, nor is Acquirer aware of any valid basis therefore.
 
4.10.  
Filings, Consents and Approvals. No filing or registration with, no notice to and no permit, authorization, consent, or approval of any public or governmental body or authority or other person or entity is necessary for the consummation by Acquirer of the Transaction contemplated by this Agreement to continue to conduct its business after the Closing Date in a manner which is consistent with that in which it is presently conducted.
 
4.11.  
Financial Representations. Acquirer has provided true, correct, and complete copies of audited balance sheets for Acquirer dated as of  March 31, 2012 (the " Acquirer Accounting Date "), together with related statements of income, cash flows, and changes in shareholder's equity for the fiscal year and interim period then ended (collectively, the " Acquirer Financial Statements "). The Acquirer Financial Statements:
 
       (a)  
are in accordance with the books and records of Acquirer;
 
       (b)  
present fairly the financial condition of Acquirer as of the respective dates indicated and the results of operations for such periods; and
 
       (c)  
have been prepared in accordance with GAAP.
 
Acquirer has not received any advice or notification from its independent certified public accountants that Acquirer has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Acquirer Financial Statements or the books and records of Acquirer, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of Acquirer accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of Acquirer. Acquirer has not engaged in any transaction, maintained any bank account, or used any funds of Acquirer, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Acquirer.
 
 
 
 
 
4.12.  
Absence of Undisclosed Liabilities. Acquirer has no material Liabilities or obligations either direct or indirect, matured or unmatured, absolute, contingent or otherwise, which:
 
       (a)  
are not set forth in the Acquirer Financial Statements or have not heretofore been paid or discharged;
 
       (b)  
did not arise in the regular and ordinary course of business under any agreement, contract, commitment, lease or plan specifically disclosed in writing to Priveco; or
 
       (c)  
have not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the regular and ordinary course of its business since the date of the last Acquirer Financial Statements.
 
4.13.  
Tax Matters.
 
       (a)  
As of the date hereof:
 
                           (i)
Acquirer has timely filed all tax returns in connection with any Taxes which are required to be filed on or prior to the date hereof, taking into account any extensions of the filing deadlines which have been validly granted to them, and
 
                           (ii)  
all such returns are true and correct in all material respects;
 
       (b)  
Acquirer has paid all Taxes that have become or are due with respect to any period ended on or prior to the date hereof;
 
       (c)  
Acquirer is not presently under and has not received notice of, any contemplated investigation or audit by the Canada Revenue Agency or the Internal Revenue Service or any foreign or state taxing authority concerning any fiscal year or period ended prior to the date hereof;
 
       (d)  
All Taxes required to be withheld on or prior to the date hereof from employees for income Taxes, social security Taxes, unemployment Taxes and other similar withholding Taxes have been properly withheld and, if required on or prior to the date hereof, have been deposited with the appropriate governmental agency; and
 
       (e)  
To the best knowledge of Acquirer, the Acquirer Financial Statements contain full provision for all Taxes including any deferred Taxes that may be assessed to Acquirer for the accounting period ended on the Acquirer Accounting Date or for any prior period in respect of any transaction, event or omission occurring, or any profit earned, on or prior to the Acquirer Accounting Date or for any profit earned by Acquirer on or prior to the Acquirer Accounting Date or for which Acquirer is accountable up to such date and all contingent Liabilities for Taxes have been provided for or disclosed in the Acquirer Financial Statements.
 
4.14.  
Absence of Changes. Since the Acquirer Accounting Date, except as contemplated in this Agreement, Acquirer has not:
 
       (a)  
incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties;
 
 
 
 
 
       (b)  
sold, encumbered, assigned or transferred any material fixed assets or properties;
 
       (c)  
created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Acquirer to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever;
 
       (d)  
made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business;
 
       (e)  
declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities;
 
       (f)  
suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects;
 
       (g)  
suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise);
 
       (h)  
received notice or had knowledge of any actual or threatened labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects;
 
       (i)  
made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000;
 
       (j)  
other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled;
 
       (k)  
entered into any transaction other than in the ordinary course of business consistent with past practice; or
 
       (l)  
agreed, whether in writing or orally, to do any of the foregoing.
 
4.15.  
Absence of Certain Changes or Events. Since the Acquirer Accounting Date, there has not been:
 
       (a)  
a Acquirer Material Adverse Effect; or
 
       (b)  
any material change by Acquirer in its accounting methods, principles or practices.
 
4.16.  
Material Contracts and Transactions. Other than as expressly contemplated by this Agreement, there are no material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Acquirer is a party except as disclosed in writing to Priveco.
 
4.17.  
No Brokers. Acquirer has not incurred any obligation or liability to any party for any brokerage fees, agent's commissions, or finder's fees in connection with the Transaction contemplated by this Agreement.
 
 
 
 
 
4.18.  
Internal Accounting Controls. Acquirer maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
 
4.19.  
No SEC or FINRA Inquiries. Neither the Acquirer nor any of its past or present officers or directors is the subject of any formal or informal inquiry or investigation by the SEC or FINRA. Acquirer currently does not have any outstanding comment letters or other correspondences from the SEC or the FINRA.
 
4.20.  
Completeness of Disclosure. No representation or warranty by Acquirer in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to Priveco pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.
 
5.  
CLOSING CONDITIONS
 
5.1.  
Conditions Precedent to Closing by Acquirer. The obligation of Acquirer to consummate the Transaction is subject to the satisfaction or written waiver of the conditions set forth below by a date mutually agreed upon by the parties hereto in writing and in accordance with Section 10.6. The Closing of the Transaction contemplated by this Agreement will be deemed to mean a waiver of all conditions to Closing. These conditions precedent are for the benefit of Acquirer and may be waived by Acquirer in its sole discretion.
 
       (a)  
Representations and Warranties . The representations and warranties of Priveco and the Selling Shareholder set forth in this Agreement will be true, correct and complete in all respects as of the Closing Date, as though made on and as of the Closing Date and Priveco will have delivered to Acquirer a certificate dated as of the Closing Date, to the effect that the representations and warranties made by Priveco in this Agreement are true and correct.
 
       (b)  
Performance . All of the covenants and obligations that Priveco and the Selling Shareholder are required to perform or to comply with pursuant to this Agreement at or prior to the Closing must have been performed and complied with in all material respects.
 
       (c)  
Transaction Documents . This Agreement, the Priveco Documents, the Priveco Financial Statements and all other documents necessary or reasonably required to consummate the Transaction, all in form and substance reasonably satisfactory to Acquirer, will have been executed and delivered to Acquirer.
 
       (d)  
Third Party Consents . Acquirer will have received duly executed copies of all third party consents and approvals contemplated by this Agreement, in form and substance reasonably satisfactory to Acquirer.
 
       (e)  
Employment Agreements . Acquirer will have received from Priveco copies of all agreements or arrangements that evidence the employment of all of the hourly and salaried employees of Priveco as set out on Schedule 8 attached hereto, which constitute all of the employees reasonably necessary to operate the business of Priveco substantially as presently operated.
 
       (f)  
No Material Adverse Change . No Priveco Material Adverse Effect will have occurred since the date of this Agreement.
 
       (g)  
Outstanding Shares . Priveco will have no more than one ordinary shares of Priveco Common Stock issued and outstanding on the Closing Date.
 
 
 
 
 
       (h)  
Delivery of Financial Statements . Priveco will have delivered to Acquirer the Priveco Financial Statements, which financial statements will include audited financial statements for Priveco's two fiscal years, prepared in accordance with GAAP and audited by an independent auditor registered with the Public Company Accounting Oversight Board in the United States.
 
       (i)  
Due Diligence Review of Financial Statements . Acquirer and its accountants will be reasonably satisfied with their due diligence investigation and review of the Priveco Financial Statements.
 
       (j)  
Due Diligence Generally . Acquirer and its solicitors will be reasonably satisfied with their due diligence investigation of Priveco that is reasonable and customary in a transaction of a similar nature to that contemplated by the Transaction, including:
 
                           (i)
materials, documents and information in the possession and control of Priveco and the Selling Shareholder which are reasonably germane to the Transaction;
 
                           (ii)
a physical inspection of the assets of Priveco by Acquirer or its representatives; and
 
                           (iii)
title to the material assets of Priveco.
 
       (k)  
Compliance with Securities Laws . Acquirer will have received evidence satisfactory to Acquirer that the Acquirer Shares issuable in the Transaction will be issuable without registration pursuant to the Securities Act in reliance on a safe harbor from the registration requirements of the Securities Act provided by Regulation S.
 
In order to establish the availability of the safe harbor from the registration requirements of the Securities Act for the issuance of Acquirer Shares to the Selling Shareholder, Priveco will deliver to Acquirer on Closing, a Regulation S Certificate, duly executed by the Selling Shareholder.
 
5.2.  
Conditions Precedent to Closing by Priveco. The obligation of Priveco and the Selling Shareholder to consummate the Transaction is subject to the satisfaction or written waiver of the conditions set forth below by a date mutually agreed upon by the parties hereto in writing and in accordance with Section 10.6. The Closing of the Transaction will be deemed to mean a waiver of all conditions to Closing. These conditions precedent are for the benefit of Priveco and the Selling Shareholder and may be waived by Priveco and the Selling Shareholder in their discretion.
 
       (a)  
Representations and Warranties . The representations and warranties of Acquirer set forth in this Agreement will be true, correct and complete in all respects as of the Closing Date, as though made on and as of the Closing Date and Acquirer will have delivered to Priveco a certificate dated the Closing Date, to the effect that the representations and warranties made by Acquirer in this Agreement are true and correct.
 
       (b)  
Performance . All of the covenants and obligations that Acquirer are required to perform or to comply with pursuant to this Agreement at or prior to the Closing must have been performed and complied with in all material respects. Acquirer must have delivered each of the documents required to be delivered by it pursuant to this Agreement.
 
       (c)  
Transaction Documents . This Agreement, the Acquirer Documents and all other documents necessary or reasonably required to consummate the Transaction, all in form and substance reasonably satisfactory to Priveco, will have been executed and delivered by Acquirer.
 
       (d)  
Third Party Consents . Priveco will have received from Acquirer duly executed copies of all third-party consents, permits, authorisations and approvals of any public, regulatory (including the SEC) or governmental body or authority or person or entity contemplated by this Agreement, in the form and substance reasonably satisfactory to Priveco.
 
 
 
 
 
       (e)  
No Material Adverse Change . No Acquirer Material Adverse Effect will have occurred since the date of this Agreement.
 
       (f)  
No Action . No suit, action, or proceeding will be pending or threatened before any governmental or regulatory authority wherein an unfavorable judgment, order, decree, stipulation, injunction or charge would result in and/or:
 
                           (i)
the consummation of any of the transactions contemplated by this Agreement; or
 
                           (ii)
cause the Transaction to be rescinded following consummation.
 
       (g)  
Outstanding Shares . On the Closing Date, Acquirer will have no more than 5,026,865 common shares issued and outstanding in the capital of Acquirer after giving effect to issuance of the Acquirer Shares.
 
       (h)  
Due Diligence Review of Financial Statements . Priveco and its accountants will be reasonably satisfied with their due diligence investigation and review of the Acquirer Financial Statements, the Acquirer SEC Documents, and the contents thereof, prepared in accordance with GAAP.
 
       (i)  
Due Diligence Generally . Priveco will be reasonably satisfied with their due diligence investigation of Acquirer that is reasonable and customary in a transaction of a similar nature to that contemplated by the Transaction.
 
6.  
ADDITIONAL COVENANTS OF THE PARTIES
 
6.1.  
Notification of Financial Liabilities. Priveco will immediately notify Acquirer in accordance with Section 10.6 hereof, if Priveco receives any advice or notification from its independent certified public accounts that Priveco has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the books, records, and accounts of Priveco, any properties, assets, Liabilities, revenues, or expenses. Notwithstanding any statement to the contrary in this Agreement, this covenant will survive Closing and continue in full force and effect.
 
6.2.  
Access and Investigation. Between the date of this Agreement and the Closing Date, Priveco, on the one hand, and Acquirer, on the other hand, will, and will cause each of their respective representatives to:
 
       (a)  
afford the other and its representatives full and free access to its personnel, properties, assets, contracts, books and records, and other documents and data;
 
       (b)  
furnish the other and its representatives with copies of all such contracts, books and records, and other existing documents and data as required by this Agreement and as the other may otherwise reasonably request; and
 
       (c)  
furnish the other and its representatives with such additional financial, operating, and other data and information as the other may reasonably request.
 
All of such access, investigation and communication by a party and its representatives will be conducted during normal business hours and in a manner designed not to interfere unduly with the normal business operations of the other party. Each party will instruct its auditors to co-operate with the other party and its representatives in connection with such investigations.
 
6.3.  
Confidentiality . All information regarding the business of Priveco including, without limitation, financial information that Priveco provides to Acquirer during Acquirer's due diligence investigation of Priveco will be kept in strict confidence by Acquirer and will not be used (except in connection with due diligence), dealt with, exploited or commercialized by Acquirer or disclosed to any third party (other than Acquirer's professional accounting and legal advisors) without the prior written consent of Priveco. If the Transaction contemplated by this Agreement does not proceed for any reason, then upon receipt of a written request from Priveco, Acquirer will immediately return to Priveco (or as directed by Priveco) any information received regarding Priveco's business. Likewise, all information regarding the business of Acquirer including, without limitation, financial information that Acquirer provides to Priveco during its due diligence investigation of Acquirer will be kept in strict confidence by Priveco and will not be used (except in connection with due diligence), dealt with, exploited or commercialized by Priveco or disclosed to any third party (other than Priveco's professional accounting and legal advisors) without Acquirer's prior written consent. If the Transaction contemplated by this Agreement does not proceed for any reason, then upon receipt of a written request from Acquirer, Priveco will immediately return to Acquirer (or as directed by Acquirer) any information received regarding Acquirer's business.
 
 
 
 
 
6.4.  
Notification. Between the date of this Agreement and the Closing Date, each of the parties to this Agreement will promptly notify the other parties in writing if it becomes aware of any fact or condition that causes or constitutes a material breach of any of its representations and warranties as of the date of this Agreement, if it becomes aware of the occurrence after the date of this Agreement of any fact or condition that would cause or constitute a material breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition. Should any such fact or condition require any change in the Schedules relating to such party, such party will promptly deliver to the other parties a supplement to the Schedules specifying such change. During the same period, each party will promptly notify the other parties of the occurrence of any material breach of any of its covenants in this Agreement or of the occurrence of any event that may make the satisfaction of such conditions impossible or unlikely.
 
6.5.  
Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to this Agreement, Priveco and Acquirer will not, directly or indirectly, solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity relating to any transaction involving the sale of the business or assets (other than in the ordinary course of business), or any of the capital stock of Priveco or Acquirer, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreement.
 
6.6.  
Conduct of Priveco and Acquirer Business Prior to Closing. From the date of this Agreement to the Closing Date, and except to the extent that Acquirer otherwise consents in writing, Priveco will operate its business substantially as presently operated and only in the ordinary course and in compliance with all applicable laws, and use its best efforts to preserve intact its good reputation and present business organization and to preserve its relationships with persons having business dealings with it. Likewise, from the date of this Agreement to the Closing Date, and except to the extent that Priveco otherwise consents in writing, Acquirer will operate its business substantially as presently operated and only in the ordinary course and in compliance with all applicable laws, and use its best efforts to preserve intact its good reputation and present business organization and to preserve its relationships with persons having business dealings with it.
 
6.7.  
Certain Acts Prohibited – Priveco . Except as expressly contemplated by this Agreement or for purposes in furtherance of this Agreement, between the date of this Agreement and the Closing Date, Priveco will not, without the prior written consent of Acquirer:
 
       (a)  
alter or amend its Constitution, Articles of Association or other incorporation documents;
 
       (b)  
incur any liability or obligation other than in the ordinary course of business or encumber or permit the encumbrance of any properties or assets of Priveco except in the ordinary course of business;
 
       (c)  
dispose of or contract to dispose of any Priveco property or assets, including the Intellectual Property Assets, except in the ordinary course of business consistent with past practice;
 
 
 
 
 
       (d)  
issue, deliver, sell, pledge or otherwise encumber or subject to any lien any shares of the Priveco Common Stock, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities;
 
       (e)  
not:
 
                           (i)
declare, set aside or pay any dividends on, or make any other distributions in respect of the Priveco Common Stock, or
 
                           (ii)
split, combine or reclassify any Priveco Common Stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of Priveco Common Stock; or
 
       (f)  
not materially increase benefits or compensation expenses of Priveco, other than as contemplated by the terms of any employment agreement in existence on the date of this Agreement, increase the cash compensation of any director, executive officer or other key employee or pay any benefit or amount not required by a plan or arrangement as in effect on the date of this Agreement to any such person.
 
6.8.  
Certain Acts Prohibited - Acquirer. Except as expressly contemplated by this Agreement, between the date of this Agreement and the Closing Date, Acquirer will not, without the prior written consent of Priveco:
 
       (a)  
incur any liability or obligation or encumber or permit the encumbrance of any properties or assets of Acquirer except in the ordinary course of business consistent with past practice;
 
       (b)  
dispose of or contract to dispose of any Acquirer property or assets except in the ordinary course of business consistent with past practice;
 
       (c)  
declare, set aside or pay any dividends on, or make any other distributions in respect of the Acquirer Common Stock; or
 
       (d)  
materially increase benefits or compensation expenses of Acquirer, increase the cash compensation of any director, executive officer or other key employee or pay any benefit or amount to any such person.
 
6.9.  
Public Announcements. Acquirer and Priveco each agree that they will not release or issue any reports or statements or make any public announcements relating to this Agreement or the Transaction contemplated herein without the prior written consent of the other party, except as may be required upon written advice of counsel to comply with applicable laws or regulatory requirements after consulting with the other party hereto and seeking their reasonable consent to such announcement.
 
7.  
CLOSING
 
7.1.  
Closing . The Closing shall take place on the Closing Date at the offices of the lawyers for Acquirer or at such other location as agreed to by the parties. Notwithstanding the location of the Closing, each party agrees that the Closing may be completed by the exchange of undertakings between the respective legal counsel for Priveco and Acquirer, provided such undertakings are satisfactory to each party's respective legal counsel.
 
7.2.  
Closing Deliveries of Priveco and the Selling Shareholder. At Closing, Priveco and the Selling Shareholder will deliver or cause to be delivered the following, fully executed and in the form and substance reasonably satisfactory to Acquirer:
 
       (a)  
copies of all resolutions and/or consent actions adopted by or on behalf of the board of directors of Priveco evidencing approval of this Agreement and the Transaction;
 
 
 
 
 
       (b)  
if the Selling Shareholder appoints any person, by power of attorney or equivalent, to execute this Agreement or any other agreement, document, instrument or certificate contemplated by this agreement, on behalf of the Selling Shareholder, a valid and binding power of attorney or equivalent from such Selling Shareholder;
 
       (c)  
share certificates representing the Priveco Shares as required by Section 2.5 of this Agreement;
 
       (d)  
all certificates and other documents required by Sections 2.5 and 5.1 of this Agreement;
 
       (e)  
the Priveco Documents, the Priveco Financial Statements and any other necessary documents, each duly executed by Priveco, as required to give effect to the Transaction.
 
7.3.  
Closing Deliveries of Acquirer. At Closing, Acquirer will deliver or cause to be delivered the following, fully executed and in the form and substance reasonably satisfactory to Priveco:
 
       (a)  
copies of all resolutions and/or consent actions adopted by or on behalf of the board of directors of Acquirer evidencing approval of this Agreement and the Transaction;
 
       (b)  
the consideration of $25,000,000 payable by the issuance of share certificates representing the Acquirer Shares and the issuance of the Promissory Note;
 
       (c)  
all certificates and other documents required by Section 5.2 of this Agreement;
 
       (d)  
the Acquirer Documents and any other necessary documents, each duly executed by Acquirer, as required to give effect to the Transaction.
 
8.  
TERMINATION
 
8.1.  
Termination. This Agreement may be terminated at any time prior to the Closing Date contemplated hereby by:
 
       (a)  
mutual agreement of Acquirer and Priveco;
 
       (b)  
Acquirer, if there has been a material breach by Priveco or any of the Selling Shareholder of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of Priveco or the Selling Shareholder that is not cured, to the reasonable satisfaction of Acquirer, within ten business days after notice of such breach is given by Acquirer (except that no cure period will be provided for a breach by Priveco or the Selling Shareholder that by its nature cannot be cured);
 
       (c)  
Priveco, if there has been a material breach by Acquirer of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of Acquirer that is not cured by the breaching party, to the reasonable satisfaction of Priveco, within ten business days after notice of such breach is given by Priveco (except that no cure period will be provided for a breach by Acquirer that by its nature cannot be cured);
 
       (d)  
Acquirer or Priveco, if the Transaction contemplated by this Agreement has not been consummated prior to 70 days after the delivery of the Priveco Financial Statements, unless the parties hereto agree to extend such date in writing; or
 
       (e)  
Acquirer or Priveco if any permanent injunction or other order of a governmental entity of competent authority preventing the consummation of the Transaction contemplated by this Agreement has become final and non-appealable.
 
 
 
 
 
8.2.  
Effect of Termination. In the event of the termination of this Agreement as provided in Section 8.1, this Agreement will be of no further force or effect, provided, however, that no termination of this Agreement will relieve any party of liability for any breaches of this Agreement that are based on a wrongful refusal or failure to perform any obligations.
 
9.  
INDEMNIFICATION, REMEDIES, SURVIVAL
 
9.1.  
Certain Definitions . For the purposes of this Article 9 the terms "Loss" and "Losses" mean any and all demands, claims, actions or causes of action, assessments, losses, damages, Liabilities, costs, and expenses, including without limitation, interest, penalties, fines and reasonable attorneys, accountants and other professional fees and expenses, but excluding any indirect, consequential or punitive damages suffered by Acquirer or Priveco including damages for lost profits or lost business opportunities.
 
9.2.  
Agreement of Priveco to Indemnify . Priveco will indemnify, defend, and hold harmless, to the full extent of the law, Acquirer and its shareholders from, against, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by Acquirer and its shareholders by reason of, resulting from, based upon or arising out of:
 
       (a)  
the breach by Priveco of any representation or warranty of Priveco contained in or made pursuant to this Agreement, any Priveco Document or any certificate or other instrument delivered pursuant to this Agreement; or
 
       (b)  
the breach or partial breach by Priveco of any covenant or agreement of Priveco made in or pursuant to this Agreement, any Priveco Document or any certificate or other instrument delivered pursuant to this Agreement.
 
9.3.  
Agreement of the Selling Shareholder to Indemnify. The Selling Shareholder will indemnify, defend, and hold harmless, to the full extent of the law, Acquirer and its shareholders from, against, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by Acquirer and its shareholders by reason of, resulting from, based upon or arising out of:
 
       (a)  
any breach by the Selling Shareholder of Section 2.4 of this Agreement; or
 
       (b)  
any misstatement, misrepresentation or breach of the representations and warranties made by the Selling Shareholder contained in or made pursuant to the Regulation S Certificate executed by the Selling Shareholder as part of the share exchange procedure detailed in Section 2.5 of this Agreement.
 
9.4.  
Agreement of Acquirer to Indemnify. Acquirer will indemnify, defend, and hold harmless, to the full extent of the law, Priveco and the Selling Shareholder from, against, for, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by Priveco and the Selling Shareholder by reason of, resulting from, based upon or arising out of:
 
       (a)  
the breach by Acquirer of any representation or warranty of Acquirer contained in or made pursuant to this Agreement, any Acquirer Document or any certificate or other instrument delivered pursuant to this Agreement; or
 
       (b)  
the breach or partial breach by Acquirer of any covenant or agreement of Acquirer made in or pursuant to this Agreement, any Acquirer Document or any certificate or other instrument delivered pursuant to this Agreement.
 
10.  
MISCELLANEOUS PROVISIONS
 
10.1.  
Effectiveness of Representations; Survival. Each party is entitled to rely on the representations, warranties and agreements of each of the other parties and all such representation, warranties and agreement will be effective regardless of any investigation that any party has undertaken or failed to undertake. Unless otherwise stated in this Agreement, and except for instances of fraud, the representations, warranties and agreements will survive the Closing Date and continue in full force and effect until one (1) year after the Closing Date.
 
 
 
 
 
10.2.  
Further Assurances. Each of the parties hereto will co-operate with the others and execute and deliver to the other parties hereto such other instruments and documents and take such other actions as may be reasonably requested from time to time by any other party hereto as necessary to carry out, evidence, and confirm the intended purposes of this Agreement.
 
10.3.  
Amendment. This Agreement may not be amended except by an instrument in writing signed by each of the parties.
 
10.4.  
Expenses. Acquirer will bear all costs incurred in connection with the preparation, execution and performance of this Agreement and the Transaction contemplated hereby, including all fees and expenses of agents, representatives and accountants; provided that Acquirer and Priveco will bear its respective legal costs incurred in connection with the preparation, execution and performance of this Agreement and the Transaction contemplated hereby.
 
10.5.  
Entire Agreement. This Agreement, the schedules attached hereto and the other documents in connection with this transaction contain the entire agreement between the parties with respect to the subject matter hereof and supersede all prior arrangements and understandings, both written and oral, expressed or implied, with respect thereto. Any preceding correspondence or offers are expressly superseded and terminated by this Agreement.
 
10.6.  
Notices. All notices and other communications required or permitted under this Agreement must be in writing and will be deemed given if sent by personal delivery, faxed with electronic confirmation of delivery, internationally-recognized express courier or registered or certified mail (return receipt requested), postage prepaid, to the parties at the following addresses (or at such other address for a party as will be specified by like notice):
 
If to Priveco or the Selling Shareholder:

Pacific Green Group Limited, Bison Court, Road Town,
Tortola, British Virgin Islands

Attention:
Scott Poulter Esq.
Telephone:
1 284 494 2616
Facsimile:
1 284 494 2704
 
If to Acquirer:
 
3651 Lindell Road, Suite D155
Las Vegas, NV 89103
 
Telephone: 1-800-701-8561
Facsimile:  1-702-943-0233
 
With a copy (which will not constitute notice) to:

Macdonald Tuskey
Suite 400 – 570 Granville Street
Vancouver, BC  V6C 3P1

Attention:
William L. Macdonald
Telephone:
(604) 689-1022
Facsimile:
(604) 681-4760
 
 
 
 
 
All such notices and other communications will be deemed to have been received:
 
       (a)  
in the case of personal delivery, on the date of such delivery;
 
       (b)  
in the case of a fax, when the party sending such fax has received electronic confirmation of its delivery;
 
       (c)  
in the case of delivery by internationally-recognized express courier, on the business day following dispatch; and
 
       (d)  
in the case of mailing, on the fifth business day following mailing.
 
10.7.  
Headings. The headings contained in this Agreement are for convenience purposes only and will not affect in any way the meaning or interpretation of this Agreement.
 
10.8.  
Benefits. This Agreement is and will only be construed as for the benefit of or enforceable by those persons party to this Agreement.
 
10.9.  
Assignment. This Agreement may not be assigned (except by operation of law) by any party without the consent of the other parties.
 
10.10.  
Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and to be performed therein.
 
10.11.  
Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party.
 
10.12.  
Gender. All references to any party will be read with such changes in number and gender as the context or reference requires.
 
10.13.  
Business Days. If the last or appointed day for the taking of any action required or the expiration of any rights granted herein shall be a Saturday, Sunday or a legal holiday in the State of Delaware, then such action may be taken or right may be exercised on the next succeeding day which is not a Saturday, Sunday or such a legal holiday.
 
10.14.  
Counterparts. This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.
 
10.15.  
Fax Execution. This Agreement may be executed by delivery of executed signature pages by fax and such fax execution will be effective for all purposes.
 
10.16.  
Schedules and Exhibits. The schedules and exhibits are attached to this Agreement and incorporated herein.
 
Remainder of page Intentionally Left Blank
 
 
 
 
 
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.
 
PACIFIC GREEN TECHNOLOGIES, INC.
 
Per:
/s/ Jordan Starkman
 
Authorized Signatory
 
Name: Jordan Starkman
 
Title: President
 
 
PACIFIC GREEN TECHNOLOGIES LIMITED
 
Per:
/s/ Scott Poulter
 
Authorized Signatory
 
Name: Scott Poulter
 
Title: President
 
 
PACIFIC GREEN GROUP LIMITED
 
Per:
/s/ Scott Poulter
 
Authorized Signatory
 
Name: Scott Poulter
 
Title: President
 
 
 
 
 
 
SCHEDULE 1
TO THE ASSIGNMENT AND SHARE TRANSFER AGREEMENT
AMONG PACIFIC GREEN TECHNOLOGIES, INC., PACIFIC GREEN TECHNOLOGIES LIMITED, PACIFIC GREEN GROUP LIMITED AND THE SELLING SHAREHOLDER AS SET OUT IN THE SHARE EXCHANGE AGREEMENT
 
THE SELLING SHAREHOLDER
 
Name
Address
Number of Priveco Shares held before Closing
Total Number of Acquirer Shares to be issued by Acquirer on Closing
Pacific Green Group Limited
Bison Court, Road Town,
Tortola British Virgin Islands
One ordinary share
5,000,000
 
Total shares:
 
5,000,000
 
 
 
 
 
SCHEDULE 2
TO THE ASSIGNMENT AND SHARE TRANSFER AGREEMENT
AMONG PACIFIC GREEN TECHNOLOGIES, INC., PACIFIC GREEN TECHNOLOGIES LIMITED, PACIFIC GREEN GROUP LIMITED AND THE SELLING SHAREHOLDER AS SET OUT IN THE SHARE EXCHANGE AGREEMENT
 
CERTIFICATE OF NON-U.S. SHAREHOLDER
 
In connection with the issuance of common stock (the "Acquirer Shares") of PACIFIC GREEN TECHNOLOGIES, INC., a Delaware corporation ("Acquirer"), to the undersigned, pursuant to that certain Agreement dated , 2012 (the "Agreement"), among Acquirer, PACIFIC GREEN TECHNOLOGIES LIMITED, an England and Wales corporation ("Priveco") and the shareholder of Priveco as set out in the Agreement (each, a "Selling Shareholder"), the undersigned Selling Shareholder hereby agrees, acknowledges, represents and warrants that:
 
1.           the undersigned is not a "U.S. Person" as such term is defined by Rule 902 of Regulation S under the United States Securities Act of 1933, as amended ("U.S. Securities Act") (the definition of which includes, but is not limited to, an individual resident in the U.S. and an estate or trust of which any executor or administrator or trust, respectively is a U.S. Person and any partnership or corporation organized or incorporated under the laws of the U.S.);
 
2.           none of the Acquirer Shares have been or will be registered under the U.S. Securities Act, or under any state securities or "blue sky" laws of any state of the United States, and may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S, except in accordance with the provisions of Regulation S or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable state and foreign securities laws;
 
3.           the Selling Shareholder understands and agrees that offers and sales of any of the Acquirer Shares prior to the expiration of a period of one year after the date of original issuance of the Acquirer Shares (the one year period hereinafter referred to as the "Distribution Compliance Period") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the U.S. Securities Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the U.S. Securities Act or an exemption therefrom and in each case only in accordance with applicable state and foreign securities laws;
 
4.           the Selling Shareholder understands and agrees not to engage in any hedging transactions involving any of the Acquirer Shares unless such transactions are in compliance with the provisions of the U.S. Securities Act and in each case only in accordance with applicable state and provincial securities laws;
 
5.           the Selling Shareholder is acquiring the Acquirer Shares for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Acquirer Shares in the United States or to U.S. Persons;
 
6.           the Selling Shareholder has not acquired the Acquirer Shares as a result of, and will not itself engage in, any directed selling efforts (as defined in Regulation S under the U.S. Securities Act) in the United States in respect of the Acquirer Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Acquirer Shares; provided, however, that the Selling Shareholder may sell or otherwise dispose of the Acquirer Shares pursuant to registration thereof under the U.S. Securities Act and any applicable state and provincial securities laws or under an exemption from such registration requirements;
 
7.           the statutory and regulatory basis for the exemption claimed for the sale of the Acquirer Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act or any applicable state and provincial securities laws;
 
 
 
 
 
8.           Acquirer has not undertaken, and will have no obligation, to register any of the Acquirer Shares under the U.S. Securities Act;
 
9.           Acquirer is entitled to rely on the acknowledgements, agreements, representations and warranties and the statements and answers of the Selling Shareholder contained in the Agreement and this Certificate, and the Selling Shareholder will hold harmless Acquirer from any loss or damage either one may suffer as a result of any such acknowledgements, agreements, representations and/or warranties made by the Selling Shareholder not being true and correct;
 
10.         the undersigned has been advised to consult their own respective legal, tax and other advisors with respect to the merits and risks of an investment in the Acquirer Shares and, with respect to applicable resale restrictions, is solely responsible (and Acquirer is not in any way responsible) for compliance with applicable resale restrictions;
 
11.         the undersigned and the undersigned's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from Acquirer in connection with the acquisition of the Acquirer Shares under the Agreement, and to obtain additional information, to the extent possessed or obtainable by Acquirer without unreasonable effort or expense;
 
12.         the books and records of Acquirer were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the undersigned during reasonable business hours at its principal place of business and that all documents, records and books in connection with the acquisition of the Acquirer Shares under the Agreement have been made available for inspection by the undersigned, the undersigned's attorney and/or advisor(s);
 
13.         the undersigned:
 
   (a)            is knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulators having application in the jurisdiction in which the undersigned is resident (the "International Jurisdiction") which would apply to the acquisition of the Acquirer Shares;

   (b)           the undersigned is acquiring the Acquirer Shares pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, the undersigned is permitted to acquire the Acquirer Shares under the applicable securities laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions;
   (c)            the applicable securities laws of the authorities in the International Jurisdiction do not require Acquirer to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of the Acquirer Shares; and

   (d)            the acquisition of the Acquirer Shares by the undersigned does not trigger:

  (i)             any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction; or

  (ii)            any continuous disclosure reporting obligation of Acquirer in the International Jurisdiction; and
 
  (iii)         the undersigned will, if requested by Acquirer, deliver to Acquirer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in Sections 13(c) and 13(d) above to the satisfaction of Acquirer, acting reasonably;
 
 
 
 
 
14.         the undersigned (i) is able to fend for itself in connection with the acquisition of the Acquirer Shares; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Acquirer Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
 
15.         the undersigned is not aware of any advertisement of any of the Acquirer Shares and is not acquiring the Acquirer Shares as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;
 
16.         no person has made to the undersigned any written or oral representations:
 
   (a)            that any person will resell or repurchase any of the Acquirer Shares;

   (b)            that any person will refund the purchase price of any of the Acquirer Shares;
 
   (c)            as to the future price or value of any of the Acquirer Shares; or
 
   (d)            that any of the Acquirer Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Acquirer Shares on any stock exchange or automated dealer quotation system;
 
17.         none of the Acquirer Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the undersigned that any of the Acquirer Shares will become listed on any stock exchange or automated dealer quotation system;
 
18.         the undersigned is outside the United States when receiving and executing this Agreement and is acquiring the Acquirer Shares as principal for their own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in the Acquirer Shares;
 
19.         neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Acquirer Shares;
 
20.         the Acquirer Shares are not being acquired, directly or indirectly, for the account or benefit of a U.S. Person or a person in the United States;
 
21.         the undersigned acknowledges and agrees that Acquirer shall refuse to register any transfer of Acquirer Shares not made in accordance with the provisions of Regulation S, pursuant to registration under the U.S. Securities Act, or pursuant to an available exemption from registration under the U.S. Securities Act;
 
22.         the undersigned understands and agrees that the Acquirer Shares will bear the following legend:
 
"THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
 
NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT."
 
 
 
 
 
23.          the address of the undersigned included herein is the sole address of the undersigned as of the date of this certificate.
 
IN WITNESS WHEREOF, I have executed this Certificate of Non-U.S. Shareholder.
 
   
Date:               , 2012
Signature
   

   
Print Name
 

   
Title (if applicable)
 

   
   
   
Address
 
 
 
 
 
 
SCHEDULE 3
TO THE ASSIGNMENT AND SHARE TRANSFER AGREEMENT
AMONG PACIFIC GREEN TECHNOLOGIES, INC., PACIFIC GREEN TECHNOLOGIES LIMITED, PACIFIC GREEN GROUP LIMITED AND THE SELLING SHAREHOLDER AS SET OUT IN THE SHARE EXCHANGE AGREEMENT
 
DIRECTORS AND OFFICERS OF PRIVECO

Directors:  Jospeh Grigor Kelly

Officers:
Name                                                                Office
Joseph Grigor Kelly                                       All positions
 
 
 
 
 
SCHEDULE 4
TO THE ASSIGNMENT AND SHARE TRANSFER AGREEMENT
AMONG PACIFIC GREEN TECHNOLOGIES, INC., PACIFIC GREEN TECHNOLOGIES LIMITED, PACIFIC GREEN GROUP LIMITED AND THE SELLING SHAREHOLDER AS SET OUT IN THE SHARE EXCHANGE AGREEMENT
 
DIRECTORS AND OFFICERS OF ACQUIRER

Directors: Jordan Starkman

Officers:
Name                                                                Office
Jordan Starkman                                             All positions
 
 
 
 
 
SCHEDULE 5
TO THE ASSIGNMENT AND SHARE TRANSFER AGREEMENT
AMONG PACIFIC GREEN TECHNOLOGIES, INC., PACIFIC GREEN TECHNOLOGIES LIMITED, PACIFIC GREEN GROUP LIMITED AND THE SELLING SHAREHOLDER AS SET OUT IN THE SHARE EXCHANGE AGREEMENT
 
PRIVECO LEASES, SUBLEASES, CLAIMS, CAPITAL EXPENDITURES,
TAXES AND OTHER PROPERTY INTERESTS
 
None.
 
 
 
 
 
SCHEDULE 6
TO THE ASSIGNMENT AND SHARE TRANSFER AGREEMENT
AMONG PACIFIC GREEN TECHNOLOGIES, INC., PACIFIC GREEN TECHNOLOGIES LIMITED, PACIFIC GREEN GROUP LIMITED AND THE SELLING SHAREHOLDER AS SET OUT IN THE SHARE EXCHANGE AGREEMENT
 
PRIVECO INTELLECTUAL PROPERTY
 
 None
 
 
 
 
 
SCHEDULE 7
TO THE ASSIGNMENT AND SHARE TRANSFER AGREEMENT
AMONG PACIFIC GREEN TECHNOLOGIES, INC., PACIFIC GREEN TECHNOLOGIES LIMITED, PACIFIC GREEN GROUP LIMITED AND THE SELLING SHAREHOLDER AS SET OUT IN THE SHARE EXCHANGE AGREEMENT
 
PRIVECO MATERIAL CONTRACTS
 
 Representation Agreement
 
 
 
 
 
SCHEDULE 8
TO THE ASSIGNMENT AND SHARE TRANSFER AGREEMENT
AMONG PACIFIC GREEN TECHNOLOGIES, INC., PACIFIC GREEN TECHNOLOGIES LIMITED, PACIFIC GREEN GROUP LIMITED AND THE SELLING SHAREHOLDER AS SET OUT IN THE SHARE EXCHANGE AGREEMENT
 
PRIVECO EMPLOYMENT AGREEMENTS AND ARRANGEMENTS
 
 None
 
 
Exhibit 3.1
 
CERTIFICATE OF INCORPORATION
 
or
 
BETA ACQUISITION CORP.
 
1.   The name of the corporation is at Acquisition Corp.
 
2.   The address or the corporation's registered office in the State of Delaware is 15 E. North Street, in the City of Dever, County of Kent 19901, and the name of its registered agent at such address is Incorporating Services, Ltd.
 
3.   The purpose of the corporation i.e to engage in any lawful act or activity for which corporations may be organized under the General corporation Law at tne State of Delaware.
 
4.   The total number of shares of s tock which the corporation has authority to issue is one thousand five hundred (1,500) shares of common stock without par value.
 
5.   No director of the corporation shall be liable to the corporation  or its  stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's a duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benifit.
 
6.   The board of directors of the corporation has the power to adopt, amend or repeal the by-laws of the corporation.
 
 
 
 
 
7. The name of the incorporator is Nell J . Mohn and her mailing address is 3400 Marine Midland Center, Buffalo, New York 14203.
 
I, the undersigned incorporator, for the purpose of forming a corporation pursuant to the General Corporation Law of the state of Delaware, hereby make this Certificate of Incorporation this 10th day of March, 1994, and certify that it is my act and deed and that the facts herein are true.
 
 
 
/s/ Nell J. Mohn  
   
Nell J. Mohn, Incorporator
 
       
       
 
 
Exhibit 3.2
 
  CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
 
u
Beta Acquisition Corp.
   
 
a corporarion organized and existing under and by virtue of the General Corporation Law of the Stare of Delaware,
   
 
DOES HEREBY CERTIFY:
   
u FIRST: That at a meeting of the Board of Directors of Beta Acquisition Corp.
   
 
resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:
 
 
RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered  "           1 (one)             " so that as amended, sa id Article shall be and read as follows:
 
 
1. The name of the Corporation is IN—Sports International, Inc. "
   
   
 
u
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of sale, corporation was (oily called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
   
u THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
   
u FOURTH: That the capital of said corporation shall not be reduced under or by reason of said amendment.
   
u IN WITNESS WHEREOF , said Beta Acquisition Corp.
 
 
has caused this cerriicace to be signed by
 
 
Michael E. Lewis
its President,
 
and
 
Michael E. Lewis
its Secretary,
 
  this 15th day of       August,          ,     95  .
 
  Beta Acquisition Corp.  
       
 
By:
/s/ Michael E. Lewis  
   
Michael E. Lewis, President
 
    Title   
       
Exhibit 3.3
 
ARTICLES OF AMENDMENT
TO
IN-SPORTS INTERNATIONAL, INC.
 
THE UNDERSIGNED, being the sole director and president of In-Sports International, Inc., does hereby amend its Articles of incorporation as follows:
 
ARTICLE I
CORPORATE NAME
 
The name of the Corporation shall be In-Sports International, Inc..
 
ARTICLE II
PURPOSE
 
The Corporation shall be organized for any and all purposes authorized under the laws of the state of Delaware.
 
ARTICLE III
PERIOD OF EXISTENCE
 
The period during which the Corporation shall continuo perpetual.
 
ARTICLE IV
SHARES
 
The capital stock of this corporation shall consist of 50,000,000 shares of common stock, $0,001 par value .
 
ARTICLE V
PLACE OF BUSINESS
 
The address of the principal place of business of this corporation in the State of Delaware shall be 2707 Lansdown Dr. Wilmington, Delaware IMO. The Board of directors may at any time and from time move the principal office of this corporation.
 
ARTICLE VI
DIRECTORS AND OFFICERS
 
The business of this corporation shall be managed by its Board of Directors. The number of such &rectors shall not be less than one (1) and, subject to such minimum may be increased or decreased from time to time in the manner provided i n the By-Laws.

 
1
 
 
ARTICLE VII
DENIAL OF PREEMPTIVE RIGHTS
 
No shareholder shall have any right to acquire share or other securities of the corporation except to the extent to such right may be granted by an amendment to these Articles of Incorporation or by a resolution of the Board of Directors.
 
ARTICLE VIII
AMENDMENT OF BY-LAWS
 
Anything in these Articles of Incorporation, the By-Laws , or Section 312 or the General Corporation Law Of the State of Delaware notwithstanding, by-laws not be adopted, modified, amended or repealed by the shareholders of the Corporation except upon the affirmative vote of a simple majority vote of the holders of all the issued and outstanding shares of the corporation entitled to vote thereon.
 
ARTICLE IX
SHAREHOLDERS
 
9.1 Inspection of books. The Board of Directors shall make the reasonable rules to determine at that times and place and under what conditions the books of the Corporation shall be open to inspection by shareholders or a duly appointed representative of a shareholder
 
9.2 Control Share Acquisition, The provisions relating to any control share acquisition as contained in Florida Statutes now, or hereinafter amended, and any successor provision shall not be applied to the Corporation,
 
9.3 Quorum. The holders of shares entitled to one-third of the votes at a meeting of shareholder's shall constitute a quorum
 
9.4 Required Vote. Acts of shareholders shall require the approval of holders of 50_01% of the outstanding votes of shareholders,
 
ARTICLE X
LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
To the fullest extent permitted by law, no director or officer of the Corporation shall be personally liable to the Corporation or its shareholders for damages for breach of any duty owed to the Corporation or its shareholders. In addition the Corporation shall have the power, in its by laws or in any resolution of its stockholders or directors, to undertake to indemnify the officers and directors of this corporation against any contingency or peril as may be determined to be in the best interest of this corporation, and in conjunction therewith, to procure, at this corporation's expense, policies of insurance.
 
 
2
 
 
ARTICLE XI
CONTRACTS
 
No contract or other transaction between this corporation and any person, firm or corporation shall be affected by the fact that any officer or director of this corporation is such other party or is, or at some time in the future becomes, an officer, director or partner of such other contracting party, or has now or hereafter a direct or indirect interest in such contract.
 
I hereby certify that the following was adopted by a majority vote of the shareholders and directors of the corporation on August 4 1993 and that the number of votes cast was sufficient for approval.
 
IN WITNESS WHEREOF I have hereunto subscribed to and executed the Articles of incorporation on this 04 day August 1998.
 
/s/  Michael Lewis  
Michael Lewis, Sole Director/President
 
The foregoing instrument was acknowledged before me on August 4, 1998, by Michael Lewis who is personally known to me.
 
/s/ Nicole Johnson  
_____________, Notary public
 
My Commission Expires:
 
 
 
3 
 
Exhibit 3.4
CERTIFICATE OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF IN-SPORTS INTERNATIONAL, INC.
 
TO: THE SECRETARY OF STATE OF DELAWARE
 
The undersigned corporation, a Delaware corporation, for the purpose of amending its Articles of Incorporation pursuant to the Delaware General Corporation Law, hereby certifies:
 
1. ARTICLE I of the Articles of Incorporation is amended to read as follows:
 
The name of the corporation is Avery Sports Turf, Inc.
 
2. ARTICLE IV of the Articles of Incorporation is amended to read as follows:
 
The capital stock of this Corporation shall consist of 500,000,000 shares of common stock, $0.001 par value.
 
3 No other changes to the Articles of Incorporation as originally filed on March 10, 1994, are incorporated into this Certificate of Amendment to the Articles of Incorporation.
 
4, This Certificate of Amendment to the Articles of Incorporation was duly adopted by a majority of the outstanding stock entitled to vote in accordance with the General Corporation Law of the State of Delaware, after being proposed by the Board of Directors and adopted by the directors in the manner and by the vote prescribed by the General Corporation Law of the State of Delaware.
 
IN WITNESS WHEREOF, In - Sports International, Inc. has caused this certificate of Amendment to be signed by its President this 22nd day of July 2002.
 
  IN-SPORTS INTERNATIONAL, INC.
   
  By:  /s/ George Avery
    George Avery, President
Exhibit 3.5
 
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
 
AVERY SPORTS TURF, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, for the purpose of amending its Certificate of Incorporation pursuant to the Delaware General Corporation Law, hereby certifies:
 
FIRST: That a resolution authorizing the within amendment to the Corporation's Certificate of Incorporation has been duly adopted by a majority of the outstanding stock entitled to vote thereon, in accordance with the General Corporation Law of the State of Delaware, after being proposed by the Board of Directors and adopted by the Board of Directors in the manner and by the vote prescribed by the General Corporation Law of the State of Delaware:
 
SECOND: That the resolution setting forth the proposed amendment is as follows:
 
RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered "One" so that, as amended, said Article shall be and read as follows: "The name of the Corporation is Ecash, Inc."
 
THIRD: No other changes to the Certificate of Incorporation, as originally filed on March 10, 1994, are incorporated into this Certificate of Amendment.
 
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 8 th day of May, 2006.
           
By:   /s/ Gary Borglund        
 
Authorized Officer
   
 
 
 
 
   
 
 
Title: President and C.E.O.        
           
Name: Gary Borglund        
  Print or Type        
 
Exhibit 3.6
 
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ECASH, LNC.
a Delaware Corporation
 
(pursuant to Section 242 of the Delaware General Corporation Law)
 
ECASB, INC. (the "Corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware ("GCL"), through its duly authorized officers and by authority of its Board of Directors do hereby certify;
 
FIRST: That in accordance with the provisions of Section 242 of the GCL, the Board of Directors of the Corporation duly adopted resolutions setting forth a proposed amendment to the Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and directing that said amendment be submitted to the stockholders of the Corporation for consideration thereof. The resolutions setting forth the proposed amendment are as follows;
 
RESOLVED, that the Certificate of Incorporation of the Corporation be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows:
 
The name of the corporation is Pacific Green Technologies Inc.
 
SECOND: That thereafter, pursuant to a resolution of its Board of Directors, in accordance with Section 242 of the GCL, a majority of the Corporation's stockholders approved and authorized the foregoing amendment (the "Amendment") by written consent in lieu of a meeting.
 
THIRD: That the Amendment was duly adopted in accordance with the provisions of Section 242 of the GCL.
 
FOURTH: That the Certificate of Amendment of the Certificate of Incorporation shall be effective on June 11 2012.
 
IN WITNESS WHEREOF, this Corporation has caused this Certificate of Amendment to be signed by Jordan Starkrnan, its duly authorized President and Principal Executive Officer this 24th day of May, 2012.
 
 
By:
/s/ Jordan Starkman  
    Jordan Starkman  
    President and Principal Executive Officer  
Exhibit 10.1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Exhibit 10.2
 
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.
 
 
PACIFIC GREEN TECHNOLOGIES, INC.
 
Promissory Note
 
Dated: June ___, 2012 $5,000,000
 
For value received , PACIFIC GREEN TECHNOLOGIES, INC. , a Delaware corporation (the " Maker "), hereby promises to pay to the order of Pacific Green Group Limited (together with its successors, representatives, and permitted assigns, the " Holder "), in accordance with the terms hereinafter provided, the principal amount of Five Million Dollars ($5,000,000), together with interest thereon.
 
The parties acknowledge that this Note is being issued to the Holder as a result of the Holder and the Maker entering into an Assignment and Share Transfer Agreement (the “Agreement”), dated concurrently herewith, with this Note constituting a portion of the consideration described therein. Among other items, the Agreement provided for the assignment of a representation agreement dated June 7, 2010 (the “Representation Agreement”) with EnviroResolutions Inc. that the Holder has assigned to the Maker.
 
The Maker shall pay to the Holder $1,000,000 on each anniversary date of the Issuance Date, up to and including the fifth anniversary, in satisfaction of the principal amount of this Note, provided that the Maker has generated gross revenue under the Representation Agreement in that amount by the anniversary date, and provided that the making of such payment would not trigger an Event of Default (as defined herein).  In the event that the required revenues are not achieved, any lesser amount of gross revenues shall be paid towards the Note, and at the election of the Holder any unpaid portion (1) shall otherwise become due and payable on the following anniversary date, or (2) shall be convertible into share of common stock of the Maker as described herein .
 
All payments under or pursuant to this Note shall be made in United States Dollars in immediately available funds to the Holder at the address of the Holder first set forth in the Agreement at such other place as the Holder may designate from time to time in writing to the Maker or by wire transfer of funds to the Holder's account, instructions for which will be provided.  The outstanding principal balance of this Note shall be due and payable on June ____, 2017 (the " Maturity Date ") or at such earlier time as provided herein, subject to the conditions described below.
 
ARTICLE 1
 
1.1  
Interest
 
Beginning on the issuance date of this Note (the “ Issuance Date ”), the outstanding principal balance of this Note shall not bear interest.
 
 
1
 
 
1.2  
Conversion
 
At any time after the  Issuance Date, if the Maker has not paid any amount due under this Note on an applicable anniversary date of the Note, the Holder may by providing written notice (the “Notice”) and the Declaration attached hereto as Schedule A to the Maker, exercise its rights of Conversion in respect of the portion of the outstanding amount of such payment into shares of common stock (the “ Shares ”) of the Maker (the “ Conversion Right ”), on the following terms:
 
(a)  
The number of Shares issuable under the Conversion Right (the " Conversion Rate ") shall be determined by dividing (x) that portion of the outstanding payment due on such anniversary date that the Holder elects to convert by (y) the Conversion Price (as defined below) then in effect on the date on which the Holder faxes the Notice of conversion, duly executed, to the Maker (facsimile number 1-702-943-0233, Attn.: President) (the “ Conversion Date ”).  With respect to partial conversions of this Note, the Maker shall keep written records of the amount of this Note converted as of each Conversion Date.
 
(b)  
The term " Conversion Price " shall mean the average Closing Bid Prices for the twenty trading days immediately preceding the Conversion Date.
 
(c)  
The term " Closing Bid Price " shall mean, on any particular date (i) the closing bid price per share of the Common Stock on such date on the OTC Bulletin Board or another registered national stock exchange on which the Common Stock is then listed, or if there is no such price on such date, then the closing bid price on such exchange or quotation system on the date nearest preceding such date, or (ii) if the Common Stock is not listed then on the OTC Bulletin Board or any registered national stock exchange, the closing bid price for a share of Common Stock in the over-the-counter market, as reported by the OTC Bulletin Board or in the National Quotation Bureau Incorporated or similar organization or agency succeeding to its functions of reporting prices) at the close of business on such date, or (iii) if the Common Stock is not then reported by the OTC Bulletin Board or the National Quotation Bureau Incorporated (or similar organization or agency succeeding to its functions of reporting prices), then the average of the "Pink Sheet" quotes for the relevant conversion period, as determined in good faith by the Holder, or (iv) if the Common Stock is not then publicly traded the fair market value of a share of Common Stock as determined by the Holder and reasonably acceptable to the Maker.
 
(d)  
Within seven (7) days of Notice by the Holder exercising its Conversion Rights hereunder, the Maker shall deliver a Share Certificate to the Holder representing the number of Shares acquired by the Holder pursuant to the Conversion Rate set out in subparagraph 1.2(a) of this Note.
 
(e)  
the Holder understands that any certificates representing any Bonus Shares or any Shares acquired by the Holder upon exercise of the Conversion Right will have a resale legend on them that will read substantially as follows:
 
THE SECURITIES COVERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”). THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT, AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISPOSITION THEREOF, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR THE BENEFIT OF U.S. PERSONS (I) AS PART OF THEIR DISTRIBUTION AT ANY TIME OR (ii) OTHERWISE UNTIL ONE YEAR AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING OF SUCH SECURITIES OR THE CLOSING DATE OF THE SALE AND TRANSFER THEREOF, EXCEPT IN EITHER CASE IN ACCORDANCE WITH REGULATION S (OR RULE 144A, IF AVAILABLE) UNDER THE ACT. TERMS USED ABOVE HAVE THE MEANING GIVEN TO THEM BY REGULATION S.
 
 
2
 
 
1.3  
Payment on Non-Business Days
 
Whenever any payment to be made shall be due on a Saturday, Sunday or a public holiday under the laws of the State of Delaware, such payment may be due on the next succeeding business day and such next succeeding day shall be included in the calculation of the amount of accrued interest payable on such date.
 
1.4  
Transfer
 
This Note may not be transferred or sold, or pledged, hypothecated or otherwise granted as security by the Holder without the consent of the Maker.
 
1.5  
Replacement
 
Upon receipt of a duly executed, notarized and unsecured written statement from the Holder with respect to the loss, theft or destruction of this Note (or any replacement hereof), and without requiring an indemnity bond or other security, or, in the case of a mutilation of this Note, upon surrender and cancellation of such Note, the Maker shall issue a new Note, of like tenor and amount, in lieu of such lost, stolen, destroyed or mutilated Note.
 
ARTICLE 2
EVENTS OF DEFAULT, REMEDIES
 
2.1  
Events of Default
 
The occurrence of any of the following events shall be an " Event of Defaul t" under this Note:
 
(a)  
the Maker shall fail to make the payment of any amount of principal or interest outstanding on the date such payment is due hereunder; or
 
(b)  
default shall be made in the performance or observance of any material covenant, condition or agreement contained in this Note and such default is not fully cured within five (5) business days after the occurrence thereof; or
 
(c)  
any material representation or warranty made by the Maker herein shall prove to have been false or incorrect or breached in a material respect on the date as of which made; or
 
(d)  
the Maker shall:
 
 
3
 
 
(i)  
default in any payment of any amount or amounts of principal of or interest on any indebtedness (other than the indebtedness hereunder) the aggregate principal amount of which Indebtedness is in excess of $100,000;   or
 
(ii)  
default in the observance or performance of any other agreement or condition relating to any Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders or beneficiary or beneficiaries of such Indebtedness to cause with the giving of notice if required, such Indebtedness to become due prior to its stated maturity; or
 
(e)  
the Maker shall:
 
(i)  
apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property or assets;
 
(ii)  
make a general assignment for the benefit of its creditors;
 
(iii)  
commence a voluntary case under the United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic);
 
(iv)  
file a petition seeking to take advantage of any bankruptcy, insolvency, moratorium, reorganization or other similar law affecting the enforcement of creditors' rights generally;
 
(v)  
acquiesce in writing to any petition filed against it in an involuntary case under United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic);
 
(vi)  
issue a notice of bankruptcy or winding down of its operations or issue a press release regarding same; or
 
(vii)  
take any action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing; or
 
(f)  
a proceeding or case shall be commenced in respect of the Maker, without its application or consent, in any court of competent jurisdiction, seeking:
 
(i)  
the liquidation, reorganization, moratorium, dissolution, winding up, or composition or readjustment of its debts;
 
(ii)  
the appointment of a trustee, receiver, custodian, liquidator or the like of it or of all or any substantial part of its assets in connection with the liquidation or dissolution of the Maker; or
 
 
4
 
 
(iii)  
similar relief in respect of it under any law providing for the relief of debtors, and such proceeding or case described in clause (i), (ii) or (iii) shall continue undismissed, or unstayed and in effect, for a period of sixty (60) days or any order for relief shall be entered in an involuntary case under United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic) against the Maker or action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing shall be taken with respect to the Maker and shall continue undismissed, or unstayed and in effect for a period of sixty (60) days; or
 
(g)  
the failure of the Maker to pay any amounts due to the Holder herein within three (3) business days of receipt of notice to the Maker.
 
2.2  
Remedies Upon An Event of Default
 
If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option:
 
(a)  
declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; or
 
(b)  
exercise or otherwise enforce any one or more of the Holder's rights, powers, privileges, remedies and interests under this Note, or applicable law.
 
No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder.  No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.
 
ARTICLE 3
PREPAYMENT
 
3.1  
Redemption
 
The Maker shall have the right to redeem and prepay this Note at any time prior to the Maturity Date upon payment to the Holder of the amount of principal and accrued interest outstanding on the date of such redemption.
 
3.2  
No Rights as Shareholder
 
Nothing contained in this Note shall be construed as conferring upon the Holder, prior to the conversion of this Note, the right to vote or to receive dividends or to consent or to receive notice as a shareholder in respect of any meeting of shareholders for the election of directors of the Maker or of any other matter, or any other rights as a shareholder of the Maker.
 
ARTICLE 4
MISCELLANEOUS
 
4.1  
Notices
 
A ny notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing and shall be effective:
 
 
5
 
 
(a)  
upon hand delivery by telex (with correct answer back received), telecopy or facsimile at the address or number designated in the Purchase Agreement (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received); or
 
(b)  
on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.
 
4.2  
Governing Law
 
This Note shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction.  This Note shall not be interpreted or construed with any presumption against the party causing this Note to be drafted.
 
4.3  
Headings
 
Article and section headings in this Note are included herein for purposes of convenience of reference only and shall not constitute a part of this Note for any other purpose.
 
4.4  
Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief
 
The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note, at law or in equity (including, without limitation, a decree of specific performance and/or other injunctive relief), no remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall limit a holder's right to pursue actual damages for any failure by the Maker to comply with the terms of this Note.  Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the holder thereof and shall not, except as expressly provided herein, be subject to any other obligation of the Maker (or the performance thereof).  The Maker acknowledges that a breach by it of its obligations hereunder will cause irreparable and material harm to the Holder and that the remedy at law for any such breach may be inadequate. Therefore the Maker agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available rights and remedies, at law or in equity, to seek and obtain such equitable relief, including but not limited to an injunction restraining any such breach or threatened breach, without the necessity of showing economic loss and without any bond or other security being required.
 
4.5  
Enforcement Expenses
 
The Maker agrees to pay all costs and expenses of enforcement of this Note, including, without limitation, reasonable attorneys' fees and expenses.
 
4.6  
Binding Effect
 
The obligations of the Maker and the Holder set forth herein shall be binding upon the successors and assigns of each such party, whether or not such successors or assigns are permitted by the terms hereof.
 
4.7  
Amendments
 
 
6
 
 
This Note may not be modified or amended in any manner except in writing executed by the Maker and the Holder.
 
4.8  
Compliance with Securities Laws
 
The Holder of this Note acknowledges that this Note is being acquired solely for the Holder's own account and not as a nominee for any other party, and for investment.  This Note, any Note issued in substitution or replacement thereof and any Shares issued pursuant hereto shall be stamped or imprinted with a legend in substantially the following form:
 
"THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE MAY BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS."
 
 
4.9  
Consent to Jurisdiction
 
Each of the Maker and the Holder:
 
(a)  
hereby irrevocably submits to the exclusive jurisdiction of the State of Delaware for the purposes of any suit, action or proceeding arising out of or relating to this Note; and
 
(b)  
hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper.
 
Each of the Maker and the Holder consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing in this 4.9 shall affect or limit any right to serve process in any other manner permitted by law.  Each of the Maker and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Note shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party.
 
4.10  
Parties in Interest
 
This Note shall be binding upon, inure to the benefit of and be enforceable by the Maker, the Holder and their respective successors and permitted assigns.
 
4.11  
Failure or Indulgence Not Waiver
 
No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.
 
 
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4.12  
Maker Waivers
 
Except as otherwise specifically provided herein, the Maker and all others that may become liable for all or any part of the obligations evidenced by this Note, hereby waive presentment, demand, notice of nonpayment, protest and all other demands' and notices in connection with the delivery, acceptance, performance and enforcement of this Note, and do hereby consent to any number of renewals of extensions of the time or payment hereof and agree that any such renewals or extensions may be made without notice to any such persons and without affecting their liability herein and do further consent to the release of any person liable hereon, all without affecting the liability of the other persons, firms or Maker liable for the payment of this Note, AND DO HEREBY WAIVE TRIAL BY JURY.
 
(a)  
No delay or omission on the part of the Holder in exercising its rights under this Note, or course of conduct relating hereto, shall operate as a waiver of such rights or any other right of the Holder, nor shall any waiver by the Holder of any such right or rights on any one occasion be deemed a waiver of the same right or rights on any future occasion.
 
(b)  
THE MAKER ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS A PART IS A COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED BY APPLICABLE LAW, HEREBY WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE HOLDER OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE TO USE.
 
4.13  
Definitions
 
For the purposes hereof, the following terms shall have the following meanings:
 
(a)  
" Person " means an individual or a corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or political subdivision thereof) or other entity of any kind.
 
 
PACIFIC GREEN TECHNOLOGIES, INC.
 
 
Per:                                                                 
Authorized Signatory
 
 
8
 
 
Schedule A
 
DECLARATION OF REGULATION S ELIGIBILITY
 
Regulation S of the Securities Act is available for the use of non-U.S. Persons only.  This Declaration must be answered fully and returned to PACIFIC GREEN TECHNOLOGIES, INC.   with your conversion notice to ensure the Maker is in compliance with the Securities Act.  All information will be held in the strictest confidence and used only to determine investor status.  No information will be disclosed other than as required by law or regulation, other demand by proper legal process or in litigation involving the company or its affiliates, controlling persons, officers, directors, partners, employees, attorneys or agents.
 
I, _________________________________, HEREBY AFFIRM AND DECLARE THAT:
 
1.  
I am not a resident of the United States of America.
 
2.  
I am not purchasing securities for the benefit of a resident of the United States of America.
 
3.  
I am not purchasing securities in the name of a company incorporated in the United States of America or for the benefit of a company incorporated in the United States of America.
 
4.  
I am not purchasing securities in my capacity as Trustee for a U.S.-based Trust.
 
5.  
I am not purchasing securities in my capacity as the Executor or Administrator of the Estate of a U.S. resident.
 
6.  
I am not a U.S. resident purchasing securities through a brokerage account located outside of the United States of America, nor am I using a non-U.S. brokerage account to purchase securities for the benefit of individuals or corporate entities resident within the United States of America.
 
7.  
I am not purchasing the securities in an attempt to create or manipulate a U.S. market.
 
8.  
I am purchasing the securities as an investment and not with a view towards resale.
 
9.  
I will only resell the securities to other non-U.S. residents in accordance with Rule 905 of Regulation S, or to U.S. residents in accordance with the provisions of Rule 144 following the expiration of one year from the date of acquiring the securities.
 
10.  
I am permitted to purchase the securities under the laws of my home jurisdiction.
 
11.  
I understand that if I knowingly and willingly make false statements as to my eligibility to purchase or resell securities under Regulation S, I may become subject to civil and criminal proceedings being taken against me by the United States Securities and Exchange Commission.
 
 
DATED: _______________________, 20____
 
__________________________________
Signature
 
__________________________________
Print Name
 
 
 
 
9
 
Exhibit 10.3
 
THIS AGREEMENT is made the 5 th of October 2011
 
BETWEEN
 
(A)
EnviroResolutions, Inc . a company registered in British Columbia, Canada under incorporation number BC0630906 whose address is #101-4338, Main Street, Vancouver. BC V5V 329. Canada ( "ENVI" )
 
AND
 
(B)  
Peterborough Renewable Energy Limited whose registered address is Eco Innovation Centre, Peterscourt, City Road, Peterborough, UK 2E1 1SA. UK Company No. 4537833 ("PREL").
 
AND
 
(C)  
Green Energy Parks Limited whose registered address is at Eco Innovation Centre, Peterscourt, City Road, Peterborough, UK PE1 1SA. UK Company No. 6865576 ( "GEP" )
 
WHEREAS
 
(1)
ENVI has developed a emissions control technology system called Envi-Clean TM Emissions System which is a patent pending device capable of removing noxious gases from flue gas emissions to a level that meets the regulatory requirements of IPPC and WID guidance in England and Wales for 'biomass' and 'waste to energy' power generation plants.
 
(2)
PREL is a developer and operator of 'waste to energy' power generation plants both in UK and abroad and is presently looking to acquire a device or system to ensure that its various plants can improve on the air emissions to the level required by the relevant European Union regulations.
 
(3)
PREL agrees to buy the Envi-Clean TM Emissions System on and subject to the terms of this agreement.
 
(4)
ENVI wishes to enter into an 'Emissions Technical Partnership' with GEP whereby GEP develops and designs and specifies 'waste to energy' power plants using the ENVI-Cleah rm Emissions System.
 
IT IS AGREED as follows:-
 
1.
DEFINITIONS AND INTERPRETATION
 
1.1
In this agreement the following terms shall have the following meanings:
 
 
1
 
 
THE FACILITY — means the proposed 'waste to energy' power plant at Peterborough situated on land off Story's Bar Road, Peterborough for which PREL has obtained section 36 planning permission.
 
PILOT/TEST FACILITY — means a facility to be is used for a pilot trial of the System, for the purpose of demonstrating that the level of performance of the System in terms of air emissions abatement is acceptable and applicable under the Environmental Regulations. The size of the slipstream for the Pilot Scale is to be determined by ENVI.
 
ENVIRONMENTAL REGULATIONS — means, the regulations imposed by the European Union (or UK government agency) for the air emission standards for all 'waste to energy' plants within their respective jurisdictions including but not limited to WID and IPPC.
 
THE SYSTEM — means the patented Envi-C1ean TM Emissions System, and all the equipment and materials used to support the patent pending technology as more particularly described in the specification and proposal set out at Schedule 1.
 
'ABATEMENT TRAIN' means the integrated technology, techniques and processes proposed to be adopted at the Facility with a view to achieving the required level of air emissions reduction. The System will be a key component of the Abatement Train.
 
PPC PERMIT APPLICATION means the application to be made to the EA for a Plant Protection Convention permit to operate the Facility.
 
1.2
The singular includes the plural and vice versa.
 
1.3
The clause headings do not form part of this Agreement and should not be taken into account in its construction or interpretation.
 
1.4
References in this Agreement to the Schedule are to the Schedule to this Agreement.
 
2.
AGREEMENT TO BUY
 
2.1
Subject to 3 below and satisfaction by ENVI of its other material obligations under this agreement, PREL agrees to buy the System from ENVI on the terms set out in Appendix II of Schedule 1.
 
2.2
ENVI will be obliged to meet the obligation set out at 3.1 as a condition of PREL's obligation to buy the System. If ENVI do not meet this obligation by 31" March 2012 then this agreement will terminate and PREL will be under no further obligation to buy the System.
 
2.3
ENVI will be obliged to meet the obligation set out at 3.1 as a condition of PREL's obligation to buy the System. If ENVI do not meet this obligation by 31" March 2012 then this agreement will terminate and PREL will be under no further obligation to buy the System.
 
2.4
GEP will use all reasonable endeavours to design its own and contracted development 'waste to energy' power plants using the ENVI-Clean Tm Emission System subject to ENVI meeting the obligation set out at 3.1 where it continues to meet or exceed the environmental limits in the proposed country of operation.
 
 
2
 
 
3.
ENVI's OBLIGATIONS
 
3.1
ENVI's overarching obligation is to establish and prove that the System will achieve the performance levels in respect of emissions to air, at a pilot le, which are set out in the "PREL Proposed Emission Limits for Pilot Trial" in Schedule
 
3.2
ENVI will endeavour to have the pilot trial operating within 150 days of the date of signing the Agreement and will keep PREL informed of the location of potential pilot trail sites together with all other relevant information, it is understood by both Parties that the location is not restricted to the UK and at ENVI's sole discretion.
 
3.3
ENVI will prepare, following any pilot trial, a detailed submission document evidencing the emissions limit values obtained during testing by a third party independent testing company.
 
3.4
ENVI will ensure that the proposed system will fit within the space which has been indicated in layout plans provided by PREL as available to house the ENVI-Clean TM Emissions System at the plant.
 
3.5
The System will be delivered in accordance with the time scale set out in Schedule 1 which is within the timetable provided by PREL.
 
3.6
ENVI will provide PREL with a Quality Assurance Project Plan for the Pilot Trial within 21 days of the signing of this Agreement.
 
4.
PREL OBLIGATIONS
 
4.1
PREL will use all reasonable endeavours to assist ENVI in achieving the overarching objective set out at 3.1 above and will submit a complete and accurate PPC Permit application to the EA by 31' March 2012 or by mutual agreement of the confirmed non-contingent order date, and will make the application in its name and under its corporate authority if that is a requirement of the EA.
 
4.2
PREL shall use all reasonable endeavours to assist ENVI by providing plant data as required in order to execute a successful and timely pilot test program.
 
4.3
PREL shall keep ENVI aware of any changes to applicable IPPC/EA regulations and/or guidance from any third parties of any kind that may affect or in any way impact the successful outcome of the pilot test. This will include all information that is site specific' and affects the Facility based on its location, neighbourhood developments and other local characteristics. This will include the proximity of the Facility to sensitive environmental receptors, to specific sensitive sites, residences, schools, buildings or any other possible barrier to planning and/or the PPC Permit.
 
4.4
PREL will make such reasonable adjustments to its planning application for the Facility as  may be required by any aspect of the Abatement Train, and will also make reasonable changes to the assumptions on operational policy, generation capacity, input loading, and plant management as may be reasonably required by the proposed Abatement Train. This obligation shall not oblige PREL to adopt commercially unrealistic solutions whereby the profitability of its proposed operations is materially effected.
 
 
3
 
 
4.5
PREL will permit ENVI, its contractors and agents to bring testing consultants, government and agency representatives and advisors to meetings at the Facility where reasonable access will be provided for inspection (and limited and reasonable testing) to and of all aspects of the Facility. These visits will be for inspection and evaluation purposes.
 
4.6
PREL agrees to operate the Facility in accordance with the Abatement Train process design as defined by ENVI in Schedule 1, and PREL acknowledge and agree that this may change in light of the outcomes from the pilot test. Changes will be designed to achieve compliance with the Environment Agency's (or any other relevant bodies approval requirements) as long as any such design changes do not cause an encumbrance on the safe operation of the facility .
 
4.7
PREL will cooperate with ENVI and its agents to establish details of all the requirements of a successful test, to include but not limited to specific feedstock information, boiler/combustion requirements, emissions limits/requirements and regulations to air, water and land in a timely manner to assist it for with performing the pilot test within the timetable outlined in 3.3.
 
5
ASSIGNMENT, BINDING ON SUCCESSORS IN TITLE
 
5.1
Neither party may voluntarily assign any of its rights or obligations under this Agreement without the prior written consent of the other party, such consent not to unreasonably withheld or delayed providing that neither party is detrimentally affected by the assignment.
 
5.2
In the event that PREL shall part with possession or control of the Facility, and in order to secure the value of the investment being made by ENVI, PREL will ensure that a novation agreement is entered into with any assignee, transferee, lessee or contractor/operator (as the case may be) whereby the obligations of PREL are novated to the assignee, transferee, lessee Of contractor/operator (as the case may be) and the resulting obligations are between ENVI and the assignee (etc). PREL will remain a party to such obligations as they are capable of fulfilling, but not otherwise.
 
6.
ENTIRE AGREEMENT AND WAIVER
 
6.1
This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and arrangements (whether written or oral) in relation to such subject matter between the parties and may only be varied by the written agreement of both parties.
 
6.2
A waiver by either party of a breach of any term or condition of this Agreement in any one instance shall be in writing, and shall not be deemed as a continuing waiver or a waiver of any subsequent breach unless so provided by written notice.
 
7.
FORCE MAJEURE
 
Should ENVI's or PREL's obligations under this Agreement be materially hampered, interrupted or interfered with by reason of any Event of Force Majeure, then the obligations of ENVI shall be suspended during such the period of Force Majeure and shall be postponed for an equivalent period of time.
 
 
4
 
 
8.
NO PARTNERSHIP, GOVERNING LAW & ANNOUNCEMENTS
 
8.1
Nothing contained in this Agreement shall be deemed to create any relationship of agency, partnership or joint venture between the parties.
 
8.2
This Agreement shall be governed by and construed in all respects in accordance with the laws of England and Wales and each party hereby submits to the exclusive jurisdiction of the Courts or England and Wales.
 
8.3
It is the intention of ENVI to publicise the agreement, operation and results of this test and PREL shall allow ENVI to use PREL's name and title in any such media placement as directed by ENVI. For the avoidance of doubt, PREL shall not make (and shall ensure that no person connected with them shall make) any public statement, issuance or announcement about the signature of this Agreement without the prior written approval of ENVI except as required by law or by any regulatory authority.
 
 
5
 
 
IN WITNESS whereof the parties have duly executed this Agreement the day and year first above written.
 
/s/ Chris Williams  
Signed by Chris Williams
for and on behalf of
PREL.
 
Witnessed by: /s/ E. Chick
   
Name: E. CHICK
   
Address:
19 ROYLE CLOSE
  PETERBOROUGH
  PE 2 7LN
 
Signed by Ken McClelland
for and on behalf of
EnviroResolutions, Inc.
 
Witnessed by:  
   
Name:  
   
Address:  
 
/s/ Chris Williams  
Signed by Chris Williams
for and on behalf of
Green Parks Energy Limited.
 
Witnessed by: /s/ John Dickie
   
Name: JOHN DICKIE
   
Address: MANOR BARN, WILSTHORPE , STAMFORD
 
 
6
 
 
SCHEDULE 1
 
ENVI-CLEAN TM PROPOSAL, SPECIFICATIONS, DESCRIPTION AND DEFINITION
 
By Email, File Name: Schedule_1_PREL_Proposal_Oct_02_2011a.pdf

 
7
 
 
SCHEDULE 2
 
PREL EMISSION LIMITS FOR THE PILOT TRIAL
 
The 90 th expected percentile values provided by PREL, illustrated in yellow, represent waste constituent concentrations which are not exceeded 90% of the time. Minimum and maximum values of the expected waste's physical parameters (e.g. gross calorific value or GCV) were also provided. EnviroResolutions has added a process parameter for carbon monoxide (CO) concentration that is indicative of adequate combustion.
 
On the green side of the table are EnviroResolutions' expected and guaranteed 24-hour average emission concentrations for a demonstration test using pilot-scale equipment and for the full-scale PREL plant. These emission limits are based upon the waste constituents being at or below the 90 th percentile values and the physical and process parameters being within the minimum and maximum values listed. Each line of the table links a waste/process characteristic with an associated stack emission, Note that chlorine (CI) content influences both dioxin and hydrochloric acid (HCI) emissions and that particulate emissions are influenced by all of the physical waste parameters listed.
 
Waste / Process Characteristics
EnviroResolutions 24-hr Average Stack Emissions
     
Expected
Demonstration
Guarantee
Constituents
Units
90th Percentile
 
Emission
Units
for PREL
Test Limit
or PREL
S content
wt %
0.5
-->
SO2
mg /m3
< 5
10
10
Ci content
wt %
0.5
-->
Dioxins
mg/m3
< 0.05
0.05
0.05
Ci content
wt %
0.5
-->
H . CI
mg/m3
<1
1
1
F content
wt 5 , ,,
0.05
-->
HF
mg/m3
< 1
1
1
Metals II
mg/kg
30
-->
Metals Ii
mg/m3
< 0.05
0.05
0,05
Hg content
mg/kg
10
-->
Hg cono
mg/m3
< 0.05
0.05
0.05
Metals III
mg/kg
1000
-->
Metals Ill
mg/m3
< 0.5
0,5
0.5
Cu content
mg/kg
500
-->
Cu cone
mg/m3
< 0.3
   
Pb content
mg/kg
300
-->
Pb conc
mg/m3
< 0.2
   
 
Particulate
mg/m3
<5
7.5
5
Physical
Units
Min
Max
 
GCV
MJ/kg
12.5
18.5
-->
Moisture
wt %
10
35
-->
Particulate
mg/m3
< 5
7.5
5
Ash
wt %
n/a
20
-->
Particulate
mg /m3
< 5
7.5
5
Particle Size
% < 3mm
n/a
15
-->
Particulate
mg/m3
< 5
7.5
5
 
VOCs
mg/m3
<10
10
10
Process
Units
Min
Max
 
CO conc
PP mv
n/a
100
-->
 
The Pilot Trial program will determine whether the waste/process parameters for any individual parameter are within the range specified and whether the associated stack emission is within the Pilot Trial limit. If the waste/process parameter is within the range specified and the associated measured emission is within the demonstration test limit, the technology will receive a pass for that emission parameter. If not, it will receive a fail for that emission parameter. If the waste/process parameter is not within the range specified and the associated measured emission is still within the demonstration test limit, the technology will receive a pass for that emission parameter. If the waste/process parameter is not within the range specified and the associated measured emission is above the demonstration test limit, that emission parameter will be excluded from a pass/fail judgment for that test.
 
The results from the Pilot Trial will be adjusted using the PREL 7% oxygen content regardless of what actual oxygen concentration is measured in the Pilot Trial stack gas.
 
8
Exhibit 10.4
 
THIS AGREEMENT is made the 1 st May 2010
 
BETWEEN
 
(A)  
ECash, INC, a company registered in Delaware, USA whose operating address is 3651 Lindell Rd.Suite D155, Las Vegas, Nevada, 89103 (`ECASH').
 
AND
 
(B)
SICHEL LIMITED, of Bison Court, Road Town, Tortola, BVI, ("SICHEL");
 
WHEREAS
 
(1)
ECASH and SICHEL wish to enter an agreement already for consultancy services for SICHEL to assist ECASH in developing commercial agreements for Green Technology and building an international distribution based to support this.
 
IT IS AGREED
 
1.
DEFINITIONS AND INTERPRETATION
 
1.1
The following terms shall have the following meanings:
 
Term
shall mean the term of this Agreement described in Clause 2;
   
Force Majeure
shall mean any event affecting the performance of any provision of this Agreement arising from or attributable to acts, events, omissions or accidents which are beyond the reasonable control of a party including, without limitation, any abnormally inclement weather, flood, lightning, storm, fire, explosion, earthquake, subsidence, structural damage, epidemic or other natural physical disaster, failure or shortage of power supplies, war, military operations, riot, crowd disorder, strike, lock-outs or other industrial action, terrorist action, civil commotion and any legislation, regulation, ruling or omissions of any relevant government, court or any competent national or international authority;
 
1.2
The singular includes the plural and vice versa.
 
1.3
The clause headings do not form part of this Agreement and should not be taken into account in its construction or interpretation.
 
1.4
References in this Agreement to the Schedule are to the Schedule to this Agreement.
 
 
 
 
 
2.
TERM AND APPOINTMENT
 
2.1
This Agreement shall have effect from the date of signature and shall continue for four (4) years.
 
3.  
PAYMENT AND CONSIDERATION
 
3.1
The consideration for these Services are as follows:
 
                    3.1.1
Stock Consideration to SICHEL or to any third party as directed by SICHEL of 10,000,000 ECASH ordinary shares upon signing of this agreement, it is understood by both parties that this stock will have a 12 month trading restriction. ECASH will provide all reasonable assistance to minimize the duration of this restriction.
 
                    3.1.2
Monthly Consultancy Fees of US$20,000 per month to be paid within 14 days of each month end. If ECASH is unable to pay this then SICHEL has the option to elect to be paid 10,000,000 common shares of ECASH stock. For the avoidance of doubt this is at the sole discretion of SICHEL. If ECASH is unable to make payments for more than 6 months in any 12 then SICHEL has the right to appoint a Director and Officer to the board of ECASH.
 
                   3.1.3
Sales Commission of 10% of sales value excluding shipping and local sales taxes paid with in 7 days of receipt of payment or part payment funds to ECASH from any company introduced by SICHEL or is agents or any income received directly or indirectly by the PGD Restricted Companies, their affiliates, joint venture partners or subsidiaries for perpetuity.
 
                   3.1.4
Finance Commission of 10% of net proceeds of any funds raised by way of issue of stock, debt or convertible note after any brokers commission as introduced by SICHEL. This commission is to be paid in cash with 14 days of ECASH receiving such funds.
 
4.  
ASSIGNMENT, CONFIDENTIALITY & SEVERABILITY
 
4.1
Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party, such consent not to unreasonably withheld or delayed providing that neither party is detrimentally affected by the assignment.
 
4.2
The parties acknowledge that the contents, in particular the financial details of this Agreement are confidential and neither party will disclose any information concerning the terms of this Agreement without the prior written consent of the other except as required by law or as reasonably necessary for the operation of this Agreement.
 
4.3
Should any provision of this Agreement be considered void or voidable under any applicable law, such provision shall to the extent required be severed or amended in such a manner as to render the rest of this Agreement valid or enforceable, unless the whole commercial object is thereby frustrated.
 
5.  
ENTIRE AGREEMENT AND WAIVER
 
5.1
This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and arrangements (whether written or oral) in relation to such subject matter between the parties and may only be varied by the written agreement of both parties.
 
 
 
 
 
5.2
A waiver by either party of a breach of any term or condition of this Agreement in any one instance shall be in writing, and shall not be deemed as a continuing waiver or a waiver of any subsequent breach unless so provided by written notice.
 
6.
FORCE MAJEURE
 
Should SICHEL's obligations under this Agreement be materially hampered, interrupted or interfered with by reason of any Event of Force Majeure, then the obligations of ECASH shall be suspended during the period of such hampering, interference or interruption consequent upon such event or events and shall be postponed for a period of time equivalent to the period or periods of suspension, and the parties will use their best commercial endeavours to minimize and reduce any period of suspension occasioned.
 
7.
NO PARTNERSHIP, GOVERNING LAW & ANNOUNCEMENTS
 
7.1
Nothing contained in this Agreement shall be deemed to create any relationship of agency, partnership, joint venture or contract of employment between the parties.
 
7.2
This Agreement shall be governed by and construed in all respects in accordance with the laws of British Columbia, Canada and each party hereby submits to the exclusive jurisdiction of the English courts.
 
7.3
Neither party shall make (and the parties shall ensure that no person connected with them shall make) any public statement, issuance or announcement about the signature of this Agreement without the prior written approval of the other party except as required by law or by any legal authority.
 
IN WITNESS whereof the parties have duly executed this Agreement the day and year first above written.
 
/s/ Scott Poulter        
Signed by Scott Poulter  )      
Duly authorized on behalf of        
SICHEL LIMITED. )      
         
/s/ Jordan Starkman        
Signed by Jordan Starkman
)  
 
 
for and on behalf of
       
ECASH INC. )