ECO INNOVATION GROUP, INC. (Form: S-1, Received: 09/17/2020 16:40:32)

As filed with the U.S. Securities and Exchange Commission on September 16, 2020.

Registration No. 0001144169

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

_______________________________________

ECO INNOVATION GROUP, INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada

(State or Other Jurisdiction of

Incorporation)

3691

(Primary Standard Industrial

Classification Code Number)

85-0842591

(I.R.S. Employer

Identification No.)

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Julia Otey-Raudes

16525 Sherman Way, Suite C-1

Van Nuys, CA 91406

(747) 224-2453

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Independent Law PLLC

Alan T. Hawkins

2106 NW 4^th Pl

Gainesville, FL 32603

(352) 353-4048

Approximate dates of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier Registration Statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier Registration Statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer:	¨	Accelerated filer:	¨

Non-accelerated filer:	¨	Smaller reporting company:	x

		Emerging growth company	x

CALCULATION OF REGISTRATION FEE CHART

Title of	Amount	Proposed	Proposed	Amount of
Class of	to be	Maximum	Maximum	Registration Fee⁽³⁾
Securities	Registered	Aggregate	Aggregate Offering
to be		Price Per	Price⁽²⁾
Registered		Share
Common Stock Issued and Outstanding to be registered as part of a Secondary Offering by certain Selling Stockholders (as hereinafter defined) ⁽¹⁾	25,000,000	$0.08	$2,000,000.00	$259.60

Newly Issued Common Stock to be registered as part of a Direct Public Offering (as hereinafter defined)	25,000,000	$0.08	$2,000,000.00	$259.60

Total	50,000,000		$4,000,000.00	$519.20

(1)

The Shares of our common stock being registered hereunder are being registered for sale by the Selling Stockholders named in the Prospectus.

(2)

The proposed maximum offering price per share and the proposed maximum aggregate offering price have been estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended using the average of the high and low prices as reported on OTC Markets as of the filing date.

THE REGISTRANT HEREBY RESERVES THE RIGHT TO AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY DETERMINE.

THIS REGISTRATION STATEMENT AND THE PROSPECTUS THEREIN COVER THE REGISTRATION OF 50,000,000 SHARES OF COMMON STOCK.

The information in this Prospectus is not complete and may be changed. We may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated September 16, 2020

PRELIMINARY PROSPECTUS

ECO INNOVATION GROUP, INC.

16525 Sherman Way, Suite C-1

Van Nuys, CA 91406

(747)-224-2453

50,000,000 SHARES OF COMMON STOCK

25,000,000 Shares of common stock being sold at $0.08 per share pursuant to the Primary Direct Offering

25,000,000 Shares of common stock being offered at $0.08 per share by the Selling Stockholders

	Sale Total Depending on Percentage of Direct Public Offering Securities Sold
	Per Share		100%		75%		50%		25%
Public Offering Price	$	0.08	$	2,000,000	$	1,500,000	$	1,000,000	$	500,000
Underwriting Discounts and Commissions	$	-	$	-	$	-	$	-	$	-
Proceeds to Eco Innovation Group, Inc.	$	0.08	$	2,000,000	$	1,500,000	$	1,000,000	$	500,000

This preliminary Prospectus (the “Prospectus”) relates to the registration of fifty million (50,000,000) shares of common stock in Eco Innovation Group, Inc., a Nevada corporation (referred to herein as the “Company,” “ECOX,” “we,” “our,” “us,” or other similar pronouns). The Company is registering twenty-five million (25,000,000) shares of common stock at $0.08 per share in a direct public offering (“Primary Direct Offering”). In addition, the Company is registering twenty-five million (25,000,000) shares of common stock currently held by our “Selling Stockholders,” or individually, “Selling Stockholder.” The Selling Stockholders will sell the shares of common stock at the fixed price of $0.08 per share until such time, if ever, that the common stock is quoted on the OTC Bulletin Board, the OTCQX, OCTQB or listed on a securities exchange. See “Plan of Distribution” beginning on page 22 of this Prospectus for more information.

The Company will be registering all common stock under the Exchange Act in connection with this Offering. Discounts, concessions, commissions and similar selling expenses attributable to the sale of common stock covered by this Prospectus will be borne by the selling stockholders. We will pay all expenses (other than discounts, concessions, commissions and similar selling expenses) relating to the registration of the common stock with the Securities and Exchange Commission.

Our shares of common stock subject to the Primary Direct Offering and Selling Stockholders are referred to herein collectively as our “Shares.” We estimate our total offering registration costs to register the Shares to be approximately $519.20 and our legal, auditor and related fees will be approximately $5,500.00 equaling a total expense to the Company of $6,019.20 relating to the registration.

There is no minimum number of Shares that must be sold by us for the offering to proceed. The Company will retain any proceeds from the Direct Offering, while the Selling Stockholders will retain the proceeds from their common share sales.

Our common stock is currently quoted on the OTC Markets Pink under the symbol “ECOX”. On September 16, 2020, the closing price for our common stock as reported was $0.08 per share. This price will fluctuate based on the demand for our common stock.

INVESTING IN OUR SECURITIES INVOLVES RISKS. YOU SHOULD REVIEW CAREFULLY THE RISKS AND UNCERTAINTIES DESCRIBED UNDER THE HEADING “RISK FACTORS” CONTAINED ON PAGE 12. YOU SHOULD READ THE ENTIRE PROSPECTUS CAREFULLY BEFORE YOU MAKE YOUR INVESTMENT DECISION.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is September 16, 2020

TABLE OF CONTENTS

PROSPECTUS SUMMARY	6
SUMMARY FINANCIAL INFORMATION	10
SUMMARY OF THIS OFFERING	11
RISK FACTORS	12
USE OF PROCEEDS	22
THE OFFERING	23
DILUTION	20
SELLING STOCKHOLDERS	24
PLAN OF DISTRIBUTION	25
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	28
DESCRIPTION OF SECURITIES	28
INTERESTS OF EXPERTS	29
DESCRIPTION OF BUSINESS	30
DESCRIPTION OF PROPERTY	30
LEGAL PROCEEDINGS	34
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	34
MANAGEMENT'S DISCUSSION AND ANALYSIS	31
DIRECTORS AND EXECUTIVE OFFICERS	37
EXECUTIVE AND DIRECTOR COMPENSATION	40
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	43
INTERIM FINANCIAL STATEMENTS	56
SUBSEQUENT EVENTS	68
WHERE YOU CAN FIND MORE INFORMATION	69

You should rely only on the information contained or incorporated by reference to this Prospectus in deciding whether to purchase our Shares. We have not authorized anyone to provide you with information different from that contained in this Prospectus. Under no circumstances should the delivery to you of this Prospectus or any sale made pursuant to this Prospectus create any implication that the information contained in this Prospectus is correct as of any time after the date of this Prospectus. Our business, financial condition, operating results and prospects may have changed since that date. To the extent that any facts or events arising after the date of this Prospectus, individually or in the aggregate, represent a fundamental change in the information presented in this Prospectus, this Prospectus will be updated to the extent required by law.

Eco Innovation Group, Inc., ECOX, the ECOX logo, and other trademarks or service marks of Eco Innovation Group, Inc. appearing in this Prospectus are the property of Eco Innovation Group, Inc. This Prospectus also includes trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience, trademarks and tradenames referred to in this Prospectus may appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks and tradenames.

References to “Management” in this Prospectus mean the senior officers of the Company. See “Directors and Executive Officers.” Any statements in this Prospectus made by or on behalf of Management are made in such persons’ capacities as officers of the Company and not in their personal capacities.

Prospective purchasers should rely only on the information contained in this Prospectus. We have not authorized any other person to provide prospective purchasers with additional or different information. If anyone provides prospective purchasers with additional or different or inconsistent information, including information or statements in media articles about us, prospective purchasers should not rely on it. Prospective purchasers should assume that the information appearing in this Prospectus is accurate only as at its date, regardless of its time of delivery or of any distribution of the Direct Public Offering Shares. Our business, financial conditions, results of operations and prospects may have changed since that date.

We present our Financial Statements (as defined below) in United States dollars. Unless otherwise indicated, all references to dollar amounts in this Prospectus are to United States dollars. Reference to “United States” or “U.S.” are references to the United States of America.

CAUTIONARY NOTE TO INVESTORS

Investment in our Company and in our common shares involves risks. We refer you to our Risk Factors and other sections of this Prospectus relative to outlining such risks.

PROSPECTUS SUMMARY

This summary highlights selected information that is presented in greater detail elsewhere in this Prospectus. This summary does not contain all the information you should consider before investing in our common stock. You should read this entire Prospectus carefully, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our financial statements and the related notes included elsewhere in this Prospectus, before making an investment decision. Unless the context otherwise requires, the terms “Eco Innovation Group,” “the Company,” “we,” “us,” and “our” in this Prospectus refer to Eco Innovation Group, Inc.

OUR COMPANY

Business Strategy

Eco Innovation Group, Inc. is a socially responsible and sustainability-focused technology incubator devoted to the commercialization of select intellectual property that, given the right business platform, has the potential to achieve high-value commercial success. Our value creation strategy is a strategic approach to environmental sustainability: we seek innovative socially responsible products and technologies with the potential to create globally important paradigm shifts in energy efficiency and environmental sustainability. Consistent with our strategy, we seek to source and evaluate environmentally sustainable and socially responsible technologies that have compelling market potential.

Market Opportunity

We believe our strategic approach to environmental sustainability and socially responsible technology development offers an attractive value proposition. Environmental sustainability and social responsibility are at the core of a rapidly growing target market recognized for its growth prospects, driven by consumer preference, competitive imperative, regulatory impacts, investor mandates and capital markets. Consumers, both individual and institutional, are core to the change.

According to a report published by Deloitte in February 2020, environmental, social, and governance (ESG) investing is rapidly growing in major global economies and capital markets. As reported by Deloitte, ESG-mandated assets in the United States could grow almost three times as fast as non-ESG-mandated assets to comprise half of all professionally managed investments by 2025, and an estimated 200 new funds in the United States with an ESG investment mandate are expected to launch over the next three years, more than doubling the activity from the previous three years. Also, the Governance and Accountability Institute suggested that 86% of S&P 500 companies published sustainability reports in 2018 – up from 20% in 2011. Studies conducted by NYU Stern and Bank of America reported that consumers are also increasingly looking to align themselves with sustainable companies that serve a greater social purpose.

In our approach to the Company’s market opportunity, we not only look for great people with great technology, as part of our 9-step “Evaluation to Market” discipline, we also look to choose scalable technology opportunities and to maximize profit margins.

Business Model

Eco Innovation Group is focusing our socially responsible and sustainability-focused technology incubator on an energy efficiency-focused business model. We seek to partner with innovators, inventors and technology holders developing products with socially responsible benefits in the areas of energy efficiency, carbon emissions reduction, environmentally sustainable housing, green foods, and clean water. Our core business model is to provide a technology incubator platform by applying capital and management expertise to accelerate the introduction of exceptional technologies to the marketplace. We focus specifically on developing sustainable and socially responsible technologies for the U.S. and international markets. In pursuit of this mission, we seek to create sustainability tech startups with strong commercialization support, international and local connections, and access to investment.

While focusing on socially responsible and sustainability-focused technology, our business model will benefit from the diversification provided by working with multiple inventors and technology companies. Sustainable technology breakthroughs offer the opportunity for substantial growth, while our outsourcing contract manufacturing relationships offer predictable and scalable revenue opportunities. On August 25, 2020, the Company signed a Master Outsourcing Contract Manufacturing Agreement with Eco-Gen Energy, Inc. (“Eco-Gen”), pursuant to which the Company will manufacture and source products for Eco-Gen. The Master Outsourcing Contract Manufacturing Agreement with Eco-Gen is a related party transaction insofar as our CEO and controlling Stockholder, Julia Otey-Raudes, is a director of Eco-Gen.

Specifically, the Company has contracted to provide material purchase and management services, supply base management services, final product and component production services, delivery services, inventory management services, and related financial services pursuant to the Master Outsourcing Contract Manufacturing Agreement with Eco-Gen. Under this agreement, the Company will bill cost of goods and services through to Eco-Gen with a 15% margin. Our agreement with Eco-Gen is for approximately $6 million and is anticipated to produce $25.5 million in revenue over the next 12 months.

Our Technology Agreements

Power Booster™: On June 16, 2020, the Company signed an Exclusive Global Licensing Agreement with the Bellagio IP Trust for the ECOX Power Booster™ technology, giving the Company the exclusive right to manufacture and sell Power Booster™ products. The Power Booster™ technology utilizes proprietary technologies incorporating electrical magnetism and high-speed switching technology to boost energy output from residential and commercial power systems. The Power Booster™ is based on advanced electronics that allow an electrical system within a home or business to be supplied with 880 watts of electricity and output useful electrical power of 2,200 watts while increasing the Power Factor (PF) and Total Harmonic Distortion (THD). In many installations, when installed properly, substantial energy savings can be achieved via use of the Power Booster™ system. The Company and the patent holder have tested the system, achieving up to a 60% saving in energy consumption, depending on multiple factors, including intended usage, quality of existing power source and overall system configuration. Actual energy savings will vary depending on overall application and other factors. The Company plans to manufacture products using the Power Booster™ technology in the United States, however, the current 2020 Covid 19-impacted business climate has impeded significant progress by the Company on this initiative since the signing date of the Exclusive Global Licensing Agreement.

Additionally, Management is in the process of negotiating other similar green technology licensing arrangements with other technology innovators, both entities and individuals. As of the time of this filing, these other potential elements of the Company’s business model remain under negotiation and in developmental stages. Please see Description of Business of this Prospectus, Page 30, for additional details of the Company’s planned business and of the status of these arrangements as of the date of filing of this Prospectus.

Corporate Information

The Company’s shares are quoted on the OTC Markets Pink Sheet tier, under the symbol ECOX. Our executive offices are located at 16525 Sherman Way, Suite C-1, Van Nuys, CA 91406, and our telephone number is (747) 224-2453.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” will have the meaning associated with it in the JOBS Act.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements, and, if their revenues are less than $100 million, not providing an independent registered public accounting firm attestation on internal control over financial reporting. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the end of the second fiscal quarter of that year or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of the second fiscal quarter of that year.

Corporate History

The Company was originally incorporated on March 5, 2001, as Dig-It Underground, Inc., a Nevada corporation, and was engaged in the business of underground cable contracting. On September 29, 2008, the Company entered into a share exchange agreement with Haydin Group Enterprises (“Haydin”), a sole proprietorship, and concurrently resolved to wind down its cable installation business. Via a share exchange agreement, the Company acquired an interest in Haydin’s salon equipment, office equipment, lease assignments for salon locations, reception office equipment, salon stations, and remodeled salon facilities.

On September 1, 2011, the Company entered into a share exchange agreement with Get Down Art, LLC, a Nevada limited liability company. On August 30, 2012, the Company acquired Haydin as a wholly-owned subsidiary of the Company through a share exchange agreement. On January 5, 2016, the Company acquired Expressions Property Limited, LP, a Texas limited partnership and Expressions Chiropractic and Rehab Center, PA in a share exchange agreement. These acquisitions allowed the Company to enter into the natural healing and chiropractic business in Cedar Hill and North Richland Hills, Texas. Effective June 30, 2018, the Company resolved and agreed to spin out Haydin Group Enterprises, Expressions Property Limited, LP and Expressions Chiropractic and Rehab Center, PA as private entities and thereby unwinding the share exchange agreements entered into on August 30, 2012 and January 5, 2016, respectively. From 2018 until early 2020, the Company was operated as an innovation incubator platform with an initial focus on affordable fire, hurricane, and earthquake resilient steel framing systems.

On February 28, 2020, our CEO, Julia Otey-Raudes, took over management and control of the Company and began implementing the Company’s new business model, changing the Company’s operations to its current business plan as of the date of her control acquisition. Upon the change of control, Ms. Otey-Raudes transferred all assets and intellectual property related to the Company’s previous business and discontinued operations out of the Company to the former CEO, John English. Since that time, with the new business model established by Ms. Otey-Raudes, the Company has organized its environmentally sustainable technology and energy efficiency-oriented incubator business model by pursuing licensing agreements with the owners of promising socially responsible technologies.

The Company will be registering all Shares under the Exchange Act in connection with this Offering.

For more information about current business operations and our corporate history, please see the section of this Prospectus entitled “Description of Business” beginning on page 30.

Eco Innovation Group brings together Inventors, Innovators and Creators with the business and finance expertise needed to make the world a better place for our future generations.

In the past, solar power technology was considered high tech and innovative. It is now a standard technology making our air cleaner and reducing emissions causing climate change.

We seek the brightest minds and most innovative environmentally sustainable technologies to create products with high potential for commercial success, to become the future generation of clean, green socially responsible tech.

Founded by Inventors and Business Professionals, Eco Innovation Group works to bring the most promising and innovative products and services to the marketplace, to make people's lives richer and the world a better, cleaner place for future generations.

At Eco Innovation Group, we are focused on the development of commercially successful technology, and always directed by our mission to help people and the earth we all call Home. We take our Social Responsibility Contract seriously in all our endeavors.

It is not what we do, it is who we are.

SUMMARY FINANCIAL INFORMATION

The following tables summarize our financial data for the periods presented and should be read together with the sections of this Prospectus entitled “Risk Factors,” “Selected Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as our financial statements and related notes appearing elsewhere in this Prospectus. We derived the summary financial information for the periods ended December 31, 2019 and December 31, 2018 from our audited financial statements and related notes appearing elsewhere in this Prospectus. The audited historical results are not necessarily indicative of the results we expect in the future.

The Company’s financial statements for the period ended June 30, 2020 appearing elsewhere in this Prospectus are not audited. The unaudited historical results are not necessarily indicative of the results we expect in the future.

The Company sustained continued operating losses during the years ended December 31, 2019 and 2018. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, in which it has not been successful, and/or obtaining additional financing from its Stockholders or other sources, as may be required.

The Company’s financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

Audited Balance Sheet

Summary Data

For Years Ending December 31, 2019 and December 31, 2018

	2019			2018
Cash	$	246			22,153
Total Current Assets		246			22,153
TOTAL ASSETS		8,246			428,086
Total Liabilities		104,232			25,128
Stockholders’ Equity (Deficit)		(95,986	)		402,958
Total Liabilities and Total Deficit		8,246			428,086

Audited Statement of Operations

Summary Data

For Years Ending December 31, 2019 and December 31, 2018

	2019			2018
Revenues	$	—			—
Total Operating Expenses		201,968			655,907
Operating Loss		(525,384	)		(764,224	)
Net Gain on Discontinued Operations					35,494
Net Loss		(525,384	)		(728,728	)

SUMMARY OF THIS OFFERING

Securities being registered by the Selling Stockholders pursuant to the Secondary Offering:		25,000,000 shares of common stock

Secondary Offering price:		$0.08 per share

Secondary Offering period:		From the date of this Prospectus until February 28, 2021

Newly issued common stock being registered pursuant to the Direct Public Offering:		25,000,000 shares of common stock

Primary Offering (Direct Public Offering) price:		$0.08 per share

Primary Offering (Direct Public Offering) period:		From the date of this Prospectus until February 28, 2021

Number of Shares Outstanding After the Offering:		160,930,680 shares of common stock

Market for the common stock:		Our shares of common stock are currently quoted on the OTC Markets Pink under the symbol “ECOX”.

Use of proceeds:		We will receive approximately $2,000,000 in gross proceeds if we sell all of the Shares in the Direct Public Offering. We will receive estimated net proceeds of approximately $1,889,506.76 after incurring an estimated $6,019.20 in expenses related to the Direct Public Offering, if we sell all of those Shares. We will receive none of the proceeds from the sale of Shares by the Selling Stockholders. Proceeds from the Direct Public Offering will be used for general working capital, purchases of capital equipment, enhancement of our marketing programs, and for other general corporate purposes, as set forth below. See “Use of Proceeds” beginning on page 22 for a more detailed explanation of how the proceeds from the Direct Public Offering will be used.

Risk Factors:		See “Risk Factors” beginning on Page 12 and the other information in this Prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock.

Subscriptions:		Subscriptions are to be made payable to:

		Eco Innovation Group, Inc. 16525 Sherman Way, Suite C-1 Van Nuys, CA 91406 (747)-224-2453 Attention: Julia Otey-Raudes

RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below, as well as the other information in this Prospectus, including our financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before deciding whether to invest in our shares of common stock. The occurrence of any of the events or developments described below could harm our business, financial condition, operating results, and growth prospects. In such an event, the market price of our shares of common stock could decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations.

There could be unidentified risks involved with an investment in our securities.

The foregoing risk factors are not a complete list or explanation of the risks involved with an investment in the securities. Additional risks will likely be experienced that are not presently foreseen by the Company. Prospective investors must not construe the information provided herein as constituting investment, legal, tax or other professional advice. Before making any decision to invest in our securities, you should read this entire Prospectus and consult with your own investment, legal, tax and other professional advisors. An investment in our securities is suitable only for investors who can assume the financial risks of an investment in the Company for an indefinite period of time and who can afford to lose their entire investment. The Company makes no representations or warranties of any kind with respect to the likelihood of the success or the business of the Company, the value of our securities, any financial returns that may be generated or any tax benefits or consequences that may result from an investment in the Company.

General risk relating to COVID-19 pandemic

The novel coronavirus (COVID-19) pandemic may have an unexpected effect on our business, financial condition and results of operations.

In March 2020, the World Health Organization declared COVID-19 a global pandemic, and governmental authorities around the world have implemented measures to reduce the spread of COVID-19. These measures have adversely affected workforces, customers, supply chains, consumer sentiment, economies, and financial markets, and, along with decreased consumer spending, have led to an economic downturn across many global economies.

The COVID-19 pandemic has rapidly escalated in the United States, creating significant uncertainty and economic disruption, and leading to record levels of unemployment nationally. Numerous state and local jurisdictions have imposed, and others in the future may impose, shelter-in-place orders, quarantines, shut-downs of non-essential businesses, and similar government orders and restrictions on their residents to control the spread of COVID-19. Such orders or restrictions have resulted in temporary facility closures, work stoppages, slowdowns and travel restrictions, among other effects, thereby adversely impacting our operations. In addition, we expect to be impacted by a downturn in the United States economy, which could have an adverse impact on discretionary consumer spending and may have a significant impact on our business operations and/or our ability to generate revenues and profits.

In response to the COVID-19 disruptions, we have implemented a number of measures designed to protect the health and safety of our staff and contractors. These measures include restrictions on non-essential business travel, the institution of work-from-home policies wherever feasible and the implementation of strategies for workplace safety at our facilities that remain open. We are following the guidance from public health officials and government agencies, including implementation of enhanced cleaning measures, social distancing guidelines and wearing of masks.

The extent to which COVID-19 ultimately impacts our business, financial condition and results of operations will depend on future developments, which are highly uncertain and unpredictable, including new information which may emerge concerning the severity and duration of the COVID-19 outbreak and the effectiveness of actions taken to contain the COVID-19 outbreak or treat its impact, among others. Additionally, while the extent to which COVID-19 ultimately impacts our operations will depend on a number of factors, many of which will be outside of our control. The COVID-19 outbreak is evolving and new information emerges daily; accordingly, the ultimate consequences of the COVID-19 outbreak cannot be predicted with certainty.

In addition to the COVID-19 disruptions possibility adversely impacting our business and financial results, they may also have the effect of heightening many of the other risks described in these Risk Factors, including risks relating to changes due to our limited operating history; our ability to generate sufficient revenue, to generate positive cash flow; our relationships with third parties, and many other factors. We will endeavor to minimize these impacts, but there can be no assurance relative to the potential impacts that may be incurred.

Generally, while we believe the coronavirus may have a negative impact on our future financial results, the impact is difficult to assess at this time. Our newly implemented business plan has not yet generated revenue as of the date of this filing, and future results are speculative. As an early-stage company with a limited operating history, the effects of the coronavirus on our business plan are impossible to predict. Although we believe that responsive actions related to COVID-19 may adversely affect our future business, financial condition, liquidity, and cash flow, we are unable to predict the extent of any such impact as circumstances rapidly evolve.

Risks Related to Our Business and Industry

Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment.

You must consider the risks and difficulties we face as an early-stage company with a limited operating history. If we do not successfully address these risks, our business, prospects, operating results and financial condition will be materially and adversely harmed. We are in the beginning stages of introducing new technologies to the marketplace and we have a very limited operating history on which investors can base an evaluation of our business, operating results, and prospects. It is difficult to predict our future revenues and appropriately budget for our expenses, and we have limited insight into trends that may emerge and affect our business.

We anticipate we will experience losses for the foreseeable future

We have reported losses and we expect these losses to continue as we seek to introduce our new technologies to the marketplace.

We may experience significant delays in the design, manufacture, launch, and financing of our products, which may increase the risk of your investment.

Any delay in the design, manufacture, marketing or sales of our products could materially damage our brand, business, prospects, financial condition and operating results, and thus the value of your investment.

We face significant barriers in our attempt to introduce our products to the marketplace, and if we cannot successfully overcome those barriers our business will be negatively impacted.

The market for our products has traditionally been controlled by a limited number of large corporations. These large corporations could hold significant power relative to the installation of new technologies on the electric power grid or relative to the installation of new technologies connected to the power grid. These corporations could seek to block our access to power grid connections, resulting in difficulties for our company to gain installations and revenues and profits. Our heat exchanger technologies are also new and as a result there could be market entry delays due to numerous competitive factors.

We face significant market competition.

Our market sector is extremely competitive. Our competitors include numerous larger, diversified companies that have more financial, marketing and other resources, distribution networks and greater name recognition than us. Our ability to be successful will depend on many factors, some of which may be outside of our direct control.

We are often dependent on our suppliers, a significant number of which are single or limited source suppliers, and the inability of these suppliers to continue to deliver, or their refusal to deliver, necessary components of our system and/or the system of our customers at prices and volumes acceptable to us would have a material adverse effect on our business, prospects and operating results.

Our supply chain exposes us to multiple potential sources of delivery failure or component shortages. For example, earthquakes, floods or other natural disasters could negatively impact our supply chain. We are currently evaluating, qualifying and selecting our suppliers for future production and we intend to establish in the future dual suppliers for several key components of our products, although we expect that a number of components will be single-sourced. We have in the past experienced source disruptions in our supply chains, which have caused delays in our production process and we may experience additional delays in the future with respect to our current products and other products we produce in the future.

Changes in business conditions, wars, governmental changes and other factors beyond our control or which we do not presently anticipate, could also affect our suppliers’ ability to deliver components to us on a timely basis. Furthermore, if we experience significant increased demand, or need to replace our existing suppliers, there can be no assurance that additional supplies of component parts will be available when required on terms that are favorable to us, at all, or that any supplier would allocate sufficient supplies to us in order to meet our requirements or fill our orders in a timely manner. The loss of any single or limited source supplier or the disruption in the supply of components from these suppliers could lead to delays in vehicle deliveries to our customers, which could hurt our relationships with our customers and also materially adversely affect our business, prospects and operating results.

Increases in costs, disruption of supply or shortage of major components of our systems supplied by our vendors or to raw materials, could harm our business.

We may experience increases in the cost or a sustained interruption in the supply or shortage of components, raw materials and/or finished goods from our suppliers. Any such an increase or supply interruption could materially negatively impact our business, prospects, financial condition and operating results.

Product sales lead times may be significant and could negatively affect our business.

Decision timeframes and sales cycles within our industry are often long with significant analysis being required before purchasing decisions are completed. These long decisions and sales cycles may negatively affect our ability to generate revenues.

We are subject to substantial regulation and industry-standard guidelines related to the manufacturing of our products and relative safety requirements for our products

The industry in which we operate is highly regulated and there are considerable regulations regarding the manufacturing, labeling, marketing, and safety of our products. While we take great care to comply with regulatory compliance, our inability could affect our ability to manufacture and market our products, thus affecting our ability to generate profits for the Company.

We are dependent on licensing agreements for several of our products.

While we believe our contracts, agreements and relationships with the entities from which we license various technologies are sound. There can be no assurance these license agreements will continue as envisioned. While we take great care to maintain good relationships with technology licensors, disagreements or attempts to cancel our contractual rights could negatively affect our business and our ability to generate revenues and/or profits.

Our future growth may be dependent upon consumers’ willingness to adopt new technologies relative to energy conservation, alternative electric generation, electrical storage technologies and alternatives to traditional heating and cooling technologies.

Our growth is highly dependent upon the adoption by consumers, governments, electric utility companies and private enterprises of alternative technologies. If the market for our alternative technologies does not develop as we expect or develops more slowly than we expect, our business, prospects, financial condition and operating results will be harmed. The market for our products is relatively new, rapidly evolving, characterized by rapidly changing technologies, price competition, additional competitors, evolving government regulation and industry standards, alternative energy generation and storage announcements and changing consumer demands and behaviors. There can be no assurance our new technologies will be accepted.

Other factors that may influence the adoption of our technologies include:

public perception of alternative forms of electricity generation, storage, and alternative heating and cooling technologies, especially relating to the adoption of these new technologies. While it is thought that the public’s perception of our technologies is positive, these can be no assurance these perceptions could change in the future.

advancement of alternative technologies. The marketplace in which we operate is experiencing considerable innovation. There can be no assurance that our competitors will not create alternative technologies that could place our products at a disadvantage in the market. Such technological advancements could negatively affect our business operations and our ability to produce profits.

reductions in the environmental impact of traditional fossil fuel electric generation;

the environmental consciousness of consumers;

volatility in the cost of oil, natural gas and other fuels. A significant long term decrease in the cost of alternatives could negatively affect our business operations and our ability to produce profits.

consumers’ perceptions of the dependency of the United States on oil from unstable or hostile countries;

government regulations and economic incentives promoting fuel efficiency and alternate forms of energy;

the availability of tax and other governmental incentives relative to electricity generation, storage or consumption;

perceptions about the technologies and the actual cost of both fossil fuels and alternative energy sources.

Our future growth may be dependent upon consumers’ willingness to adopt new technologies relative to pathogen detection, sterilization of interiors of buildings.

Our growth may be highly dependent upon the adoption by consumers, governments, and business of pathogen and illness mitigation technologies. If the market for new technologies that the Company may market in these areas does not develop as we expect or develops more slowly than we expect, our business, prospects, financial condition and operating results will be harmed. The market for our potential new pathogen mitigation related products is relatively new, rapidly evolving, characterized by rapidly changing technologies, price competition, additional competitors, evolving government regulation and industry standards, and changing consumer demands and behaviors. There can be no assurance our new technologies will be accepted by the market.

If our suppliers or technology license partners fail to use ethical business practices and comply with applicable laws and regulations, our brand image could be harmed due to negative publicity.

Our core values, which include developing the highest quality products while operating with integrity, are an important component of our brand image, which makes our reputation particularly sensitive to allegations of unethical business practices. We do not control our independent suppliers or their business practices. Accordingly, we cannot guarantee their compliance with ethical business practices, such as environmental responsibility, fair wage practices, and compliance with child labor laws, among others. A lack of demonstrated compliance could lead us to seek alternative suppliers, which could increase our costs and result in delayed delivery of our products, product shortages or other disruptions of our operations.

Violation of labor or other laws by our suppliers or the divergence of an independent supplier’s labor or other practices from those generally accepted as ethical in the United States or other markets in which we do business could also attract negative publicity for us and our brand. This could diminish the value of our brand image and reduce demand for our performance electric vehicles if, as a result of such violation, we were to attract negative publicity. If we, or other manufacturers in our industry, encounter similar problems in the future, it could harm our brand image, business, prospects, financial condition and operating results.

We manufacture critical components used within electrical and cooling/heating systems and, as a result, could be subject to litigation.

Product liability claims are common in the electrical product and heating and cooling systems industry. Even though we have not been subject to such claims in the past, we could be the defendant in a lawsuit including those related to product liability claims alleging defects in the design, manufacture or operation of our green technology products. Any litigation, regardless of its merit or eventual outcome, could result in significant legal costs and high damage awards or settlements. Although we currently maintain product liability insurance, the coverage is subject to deductibles and limitations, and may not be adequate to cover future claims. Additionally, we may be unable to maintain our existing product liability insurance in the future at satisfactory rates or at adequate amounts.

If product liability lawsuits are brought against us, our business may be harmed, and we may be required to pay damages.

Our business exposes us to potential product liability claims that are inherent in the market for electrical systems and components and relative to the green technology and energy efficiency markets in which we do business. We could become the subject of product liability lawsuits alleging that component failures, malfunctions, manufacturing flaws, design defects or inadequate disclosure of product-related risks or product-related information resulted in an unsafe condition or injury to patients.

Regardless of the merit or eventual outcome, product liability claims may result in:

decreased demand for our products

injury to our reputation;

significant litigation costs;

substantial monetary awards to or costly settlements with customers;

product recalls;

material defense costs;

loss of revenues;

the inability to commercialize new products or product candidates; and diversion of management attention from pursuing our business strategy.

Our business may suffer if we are unable to attract or retain talented personnel.

Our success will depend in large measure on the abilities, expertise, judgment, discretion, integrity and good faith of Management, as well as other personnel. We have a small management team, and the loss of a key individual or our inability to attract suitably qualified replacements or additional staff could adversely affect our business. Our success also depends on the ability of Management to form and maintain key commercial relationships within the marketplace. No assurance can be given that key personnel will continue their association or employment with us or that replacement personnel with comparable skills will be found. If we are unable to attract and retain key personnel and additional employees, our business may be adversely affected. We do not maintain key-man life insurance on any of our executive employees.

The lack of available and cost-effective directors and officer’s insurance coverage in our industry may cause us to be unable to attract and retain qualified executives, and this may result in our inability to further develop our business.

Our business depends on attracting independent directors, executives and senior management to advance our business plans. We currently do not have directors and officer’s insurance to protect our sole director or any new directors that may be appointed in the future and the Company against the possible third-party claims. This is due to the significant lack of availability of such policies at reasonably competitive prices. As a result, the Company and our executive directors and officers are susceptible to liability claims arising by third parties, and as a result, we may be unable to attract and retain qualified independent directors and executive management causing the development of our business plans to be impeded as a result.

If we fail to maintain satisfactory relationships with future customers, our business may be harmed.

Due to competition or other factors, we could lose business from our future customers, either partially or completely. The future loss of one or more of our significant customers or a substantial future reduction of orders by any of our significant customers could harm our business and results of operations. Moreover, our customers may vary their order levels significantly from period to period and customers may not continue to place orders with us in the future at the same levels as in prior periods. In the event that in the future we lose any of our larger customers, we may not be able to replace that revenue source. This could harm our financial results.

Management of growth will be necessary for us to be competitive.

Successful expansion of our business will depend on our ability to effectively attract and manage staff, strategic business relationships, and Stockholders. Specifically, we will need to hire skilled management and technical personnel as well as manage partnerships to navigate shifts in the general economic environment. Expansion has the potential to place significant strains on financial, management, and operational resources, yet failure to expand will inhibit our profitability goals.

We depend on key personnel and have a difficult time recruiting needed personnel.

Our future success depends on the efforts of a small number of key personnel. In addition, due to our financial resources and specialized expertise required, we may not be able to recruit the individuals needed for our business needs. There can be no assurance that we will be successful in attracting and retaining the personnel we require to operate and be innovative.

Our strategies to grow our business may not be successful.

We are pursuing a variety of strategies to grow our business, including, as outlined below. There can be no assurances we will be able to successfully grow our business operations.

collaborations, licensing arrangements, joint ventures, strategic alliances or partnerships;

pursuing sales in international markets; and

acquisitions of complementary products or technologies.

As a growing company, we have to develop reliable accounting resources and internal controls. Failure to achieve and maintain effective controls could prevent us from producing reliable financial reports.

Effective internal controls and accounting resources are necessary for us to provide reliable financial reports. We are in the process of implementing a system of internal controls. Failure to achieve and maintain an effective internal accounting and control environment could cause us to face regulatory action and also cause investors to lose confidence in our reported financial information, either of which could have an adverse effect on our business and financial results.

RISKS OF GOVERNMENT ACTION AND REGULATORY UNCERTAINTY

Our products and operations are subject to extensive government regulation and industry association group compliance requirements. Our failure to comply with applicable requirements could harm our business.

Our products are subject to extensive regulation in the United States and elsewhere. Within the United States, there are numerous government agencies that regulate electrical components and the connection and operation of these components and systems. These may include but are not limited to Consumer Product Safety Commission (CPSC), Department of Energy (DOE), Environmental Protection Agency (EPA), Federal Communication Commission (FCC), Federal Trade Commission (FTC), Occupational Safety and Health Administration (OSHA). Many states within the United States have similar bodies and the state Public Utilities Commission. Additionally, there are numerous industry associated standards created, such as those enacted by the National Electrical Manufacturers Association and other industry bodies, to which we could be required to adhere.

The government imposed and industry regulations to which we are subject are complex and have tended to become more stringent over time. Regulatory changes could result in restrictions on our ability to carry on or expand our operations, higher than anticipated costs or lower than anticipated sales. Lack of adherence to these many requirements could result in prohibitions on sales of our products; and in the most serious cases, criminal penalties.

Our future sales could be affected by availability of government subsidies for wind, solar or other alternative energy production sources.

There are numerous U.S. federal, U.S. state, and non-U.S. government programs to subsidize wind, solar and other alternative forms of energy production, storage, transmission, usage, etc. The availability of such programs or curtailment of such programs could have negative impacts on our business and our ability to generate revenues and profits. There can be no assurances any current program or future program will be ongoing. Any change to subsidy framework could negatively affect our operations.

RISKS RELATED TO OUR COMMON STOCK AND THIS OFFERING

We may need additional capital that will dilute the ownership interest of investors.

We may require additional capital to fund our future business operations. If we raise additional funds through the issuance of equity, equity-related or convertible debt securities, these securities may have rights, preferences or privileges senior to those of the rights of holders of our shares of common stock, who may experience dilution of their ownership interest of our shares of common stock. We cannot predict whether additional financing will be available to us on favorable terms when required, or at all. During recent financial periods, we have experienced negative cash flow from operations and expect to experience significant negative cash flow from operations in the future. The issuance of additional shares of common stock by our board of directors may have the effect of further diluting the proportionate equity interest and voting power of holders of our shares of common stock.

We will be controlled by existing Stockholders after this offering.

Upon the completion of this Offering, our officers currently will continue to oversee the Company’s operations. As a result, these individuals will likely have a significant influence on the affairs and management of the Company, as well as on all matters requiring stockholder approval, including electing and removing members of its board of directors, causing the Company to engage in transactions with affiliated entities, causing or restricting the sale or merger of the Company and changing the Company’s dividend policy. Such concentration of ownership and control could have the effect of delaying, deferring or preventing a change in control of the Company, even when such a change of control would be in the best interests of the Company’s other stockholders

This offering does not require a minimum number of Shares to be sold. As such, we may not receive sufficient funds from this offering. Thus, investors could be at risk.

This offering does not require a minimum number of Shares to be sold. We may raise less than the amount required to execute our stated minimum business plan, which calls for funding of $2 million. If we are unable to raise sufficient funding to achieve the $2 million in gross proceeds need to implement this minimum business plan, we may not be able to execute our business plan as currently designed. Investors could be at risk if we are unable to raise this minimum business plan amount because funds will need to be reserved for fees and expenses related to this offering and for administrative expense. As is outlined elsewhere in this filing, we estimate our total offering registration costs to be approximately $519.20 and our legal, auditor and related fees will be $5,500.00 equaling a total expense to the Company of $6,019.20 relating to the registration. A significant portion of these fees will be incurred by the Company regardless of the amount of gross proceeds raised via this Offering.

Our shares of common stock qualify as a penny stock. As such, we are subject to the risks associated with "penny stocks". Regulations relating to "penny stocks" limit the ability of our Stockholders to sell their shares and, as a result, our Stockholders may have to hold their shares indefinitely.

Our shares of common stock are deemed to be "penny stock" as that term is defined in Regulation Section 240.3a51-1 of the Securities and Exchange Commission. Penny stocks are stocks: (a) with a price of less than $5.00 per share; (b) that are not traded on a "recognized" national exchange; (c) whose prices are not quoted on the NASDAQ automated quotation system (NASDAQ - where listed stocks must still meet the requirement (a) above); or (d) in issuers with net tangible assets of less than $2,000,000 (if the issuer has been in continuous operation for at least three years) or $5,000,000 (if in continuous operation for less than three years), or with average revenues of less than $6,000,000 for the last three years.

Section 15(g) of the Securities Exchange Act of 1934 and Regulation 240.15g(c)2 of the Securities and Exchange Commission require broker dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor's account. Potential investors in our shares of common stock are urged to obtain and read such disclosure carefully before purchasing any shares of common stock that are deemed to be "penny stock".

Moreover, Regulation 240.15g-9 of the SEC requires broker dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker dealer to: (a) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (b) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (c) provide the investor with a written statement setting forth the basis on which the broker dealer made the determination in (ii) above; and (d) receive a signed and dated copy of such statement from the investor confirming that it accurately reflects the investor's financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult for investors in our shares of common stock to resell their shares to third parties or to otherwise dispose of them. Holders should be aware that, according to SEC Release No. 34-29093, dated April 17, 1991, the market for penny stocks suffers from patterns of fraud and abuse.

Our Management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, Management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock and to deposit certificates in paper form or to clear shares for trading under Safe Harbor exemptions and regulations for unregistered shares.

In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (known as “FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our shares of common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares. FINRA requirements make it more difficult for our investors to deposit paper stock certificates or to clear our shares of common stock that are transferred electronically to brokerage accounts. There can be no assurances that our investors will be able to clear our shares for eventual resale.

Costs and expenses of being a reporting company under the 1934 Securities Exchange Act may be burdensome and prevent us from achieving profitability.

As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and parts of the Sarbanes-Oxley Act. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly, and place a significant strain on our personnel, systems, and resources.

RISKS RELATED TO THE OFFERING

Since our shares of common stock are thinly traded their value is more susceptible to extreme rises or declines in price, and you may not be able to sell your shares at or above the price paid.

Since our shares of common stock are thinly traded its trading price is likely to be highly volatile and could be subject to extreme fluctuations in response to various factors, many of which are beyond our control, including (but not necessarily limited to): the trading volume of our shares, the number of analysts, market-makers and brokers following our shares of common stock, new products or services introduced or announced by us or our competitors, actual or anticipated variations in quarterly operating results, conditions or trends in our business industries, additions or departures of key personnel, sales of our shares of common stock and general stock market price and volume fluctuations of publicly traded, and particularly microcap, companies.

Investors may have difficulty reselling shares of our common stock, either at or above the price they paid for our stock, or even at fair market value. The stock markets often experience significant price and volume changes that are not related to the operating performance of individual companies, and because our shares of common stock are thinly traded it is particularly susceptible to such changes. These broad market changes may cause the market price of our shares of common stock to decline regardless of how well we perform as a company. In addition, there is a history of securities class action litigation following periods of volatility in the market price of a company’s securities. Although there is no such litigation currently pending or threatened against us, such a suit against us could result in the incursion of substantial legal fees, potential liabilities and the diversion of management’s attention and resources from our business. Moreover, and as noted below, our shares are currently quoted on the OTC Markets Pink and, further, are subject to the penny stock regulations. Price fluctuations in such shares are particularly volatile and subject to potential manipulation by market-makers, short-sellers and option traders.

Our chief executive officer and our sole director will continue to have substantial control over us after this offering, which could limit your ability to influence the outcome of key transactions, including a change of control.

After this offering, our executive officer and principal stockholders will beneficially own or control, directly or indirectly, a significant majority of our shares. For example, our CEO and sole director holds 30,000,000 shares of preferred stock that allows for up to 96.8% control of any Stockholder vote. As a result, this stockholder could have significant influence over the outcome of matters submitted to our stockholders for approval, including the election or removal of directors, any amendments to our certificate of incorporation or bylaws and any merger, consolidation or sale of all or substantially all of our assets, and over the management and affairs of our company. This concentration of ownership may also have the effect of delaying or preventing a change in control of our company or discouraging others from making tender offers for our shares and might affect the market price of our common stock.

Our chief executive officer, Julia Otey-Raudes, is considered the underwriter of this offering and is a Selling Stockholder.

The Shares will be sold in a “Direct Public Offering” through director and Chief Executive Officer Julia Otey-Raudes, who may be considered an underwriter as that term is defined in Section 2(a) (11).

Because we do not expect to pay any dividends on our common stock for the foreseeable future, investors in this offering may never receive a return on their investment.

We do not anticipate that we will pay any cash dividends to holders of our common stock in the foreseeable future. Instead, we plan to retain any earnings to maintain and expand our existing operations. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any return on their investment.

There could be unidentified risks involved with an investment in our securities.

The foregoing risk factors are not a complete list or explanation of the risks involved with an investment in the securities. Additional risks will likely be experienced that are not presently foreseen by the Company. Prospective investors must not construe this and the information provided herein as constituting investment, legal, tax or other professional advice. Before making any decision to invest in our securities, you should read this entire Prospectus and consult with your own investment, legal, tax and other professional advisors. An investment in our securities is suitable only for investors who can assume the financial risks of an investment in the Company for an indefinite period of time and who can afford to lose their entire investment. The Company makes no representations or warranties of any kind with respect to the likelihood of the success or the business of the Company, the value of our securities, any financial returns that may be generated or any tax benefits or consequences that may result from an investment in the Company.

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

This Prospectus may contain certain “forward-looking” statements as such term is defined by the SEC in its rules, regulations and releases, which represent the registrant’s expectations or beliefs, including but not limited to, statements concerning the registrant’s operations, economic performance, financial condition, growth and acquisition strategies, investments, and future operational plans. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intent,” “could,” “estimate,” “might,” “plan,” “predict” or “continue” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, certain of which are beyond the registrant’s control, and actual results may differ materially depending on a variety of important factors, including uncertainty related to acquisitions, governmental regulation, managing and maintaining growth, the operations of the Company and its subsidiary, volatility of stock price, federal enforcement and state enforcement, and any other factors discussed in this and other registrant filings with the Securities and Exchange Commission.

The risks and uncertainties and other factors include but are not limited to those set forth under the “Risk Factors”, beginning on page 12 of this Prospectus. Given these risks and uncertainties, readers are cautioned not to place undue reliance on our forward-looking statements. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Except as otherwise required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statements or the risk factors described in this Prospectus or in the documents we incorporate by reference, whether as a result of new information, future events, changed circumstances or any other reason after the date of this Prospectus.

Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters described in Prospectus generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Prospectus will in fact occur. We caution you not to place undue reliance on these forward-looking statements. In addition to the information expressly required to be included in this Prospectus, we will provide such further material information, if any, as may be necessary to make the required statements, in light of the circumstances under which they are made, not misleading.

Except as required by federal securities laws, we do not intend to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

USE OF PROCEEDS

The Selling Stockholders are selling all of the Shares of our common stock covered by this Prospectus for their own accounts. Accordingly, we will not receive any proceeds from the resale of our common stock by the Selling Stockholders.

However, we will receive proceeds from any sale of the Shares of common stock under the Direct Public Offering. We estimate that the gross proceeds to us from the sale of our Common Stock in the Direct Public Offering will be approximately $2,000,000, based on an assumed initial public offering price of $0.08 per share. Each $0.01 increase (decrease) in the assumed offering price of $0.08 per share would increase (decrease) the proceeds to us from this offering by approximately $250,000 assuming the number of Shares offered by us, as set forth on the cover page of this Prospectus, remains the same and estimated offering expenses payable by us.

We estimate our total offering registration costs to be approximately $519.20, which will be paid from corporate funds. We estimate our legal and auditor related fees will be $5,500.00, which, together with registration fees, will reduce the funds received by the Company via the Direct Public Offering by $6,019.20. Similarly, each increase (decrease) of one million shares in the number of Shares of common stock offered by us would increase (decrease) the net proceeds that we receive from this offering by approximately $100,000 assuming the offering price remains the same.

Proceeds from the Direct Public Offering will be used for general working capital, purchases of capital equipment, enhancement of our marketing programs, and for other general corporate purposes, as set forth below.

Percentage of Offering Shares Sold		100	%		75	%		50	%		25	%

Accounting, Audit, Transfer Agent, Edgar Agent, and Other Fees associated with being a publicly traded company	$	250,000		$	187,500		$	125,000		$	62,500

Equipment	$	437,600		$	328,200		$	218,800		$	109,400

Hiring Personnel	$	312,400		$	234,300		$	156,200		$	78,100

Product Supplies	$	125,000		$	93,750		$	62,500		$	31,250

Inventories	$	250,000		$	187,500		$	125,000		$	62,500

Working Capital	$	625,000		$	468,750		$	312,500		$	156,250

Total Use of Proceeds	$	2,000,000		$	1,500,000		$	1,000,000		$	500,000

The Company anticipates the estimated $2,000,000 gross proceeds from a fully subscribed Direct Public Offering will enable it to execute its maximum business plan, expand marketing efforts, fund inventory build-up and to fund the working capital account.

In the event that Direct Public Offering is not fully subscribed, the Company may be required to seek additional financing as the Company needs a minimum of approximately $625,000 in gross proceeds to implement its minimum business plan and support its operations over the next twelve months. There can be no assurance additional financing will be available when needed, and, if available, that it will be on terms acceptable to the Company.

DETERMINATION OF OFFERING PRICE

Our shares of common stock are currently quoted on the OTC Markets Pink under the symbol “ECOX”. The proposed offering price of the Shares is $0.08 and has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(c) of the Securities Act of 1933, on the basis of the average of the transaction prices of the shares of common stock of the Company as reported on the OTC Markets Group, Inc., for the last two years.

THE OFFERING

This Prospectus relates to the following. The Company will be registering all Shares of Common Stock under the Exchange Act in connection with this Offering.

The offer and sale from time to time of up to 25,000,000 of the Company’s common shares by the Selling Stockholders. The 25,000,000 common shares being offered by the Selling Stockholders will represent approximately 18.4% of the 135,930,680 shares of common stock issued and outstanding as of the date of this Prospectus.

The offer and sale from time to time of up to 25,000,000 of the Company’s common shares by the Company. We intend to offer and sell these shares through our officers and directors who will receive no compensation or fees with the offers and/or sales. The 25,000,000 shares being offered by the Company will represent approximately 18.4% of our 135,930,680 shares of common stock issued and outstanding as of the date of this Prospectus.

The total of 50,000,000 shares included in this Offering, including the 25,000,000 shares being offered by the Selling Stockholders and the 25,000,000 common shares offered by the Company in the Direct Public Offering will represent approximately 36.8% of our shares of common stock issued and outstanding as of the date of this Prospectus.

Common shares Outstanding Prior to the Offering: 135,930,680

Common shares to be Outstanding After to the Offering: 160,930,680

DIVIDEND POLICY

We have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the Board of Directors. There are no contractual restrictions on our ability to declare or pay dividends. Consequently, you will only realize an economic gain on your investment in our common stock if the price appreciates. You should not purchase our common stock expecting to receive cash dividends. Since we do not anticipate paying dividends, and if we are not successful in establishing an orderly public trading market for our shares, then you may not have any manner to liquidate or receive any payment on your investment. Therefore, our failure to pay dividends may cause you to not see any return on your investment even if we are successful in our business operations. In addition, because we may not pay dividends in the foreseeable future, we may have trouble raising additional funds which could affect our ability to expand our business operations.

MARKET FOR OUR COMMON STOCK

Market Information

Our common stock is quoted on the OTC Markets Pink under the symbol ECOX.

We have issued 135,930,680 common shares as of September 16, 2020. Of these common shares, 125,308,800 are restricted as of date of this filing.

We have a total of 30,000,000 preferred shares outstanding.

There are zero warrants outstanding.

There are zero options outstanding.

Holders

We had 59 Stockholders of record of our common stock as of September 16, 2020.

Securities Authorized for Issuance under Equity Compensation Plans

We have no authorized shares under any equity compensation plans.

Dividends

Please see “Dividend Policy” beginning on page 23 above.

DILUTION/ACCRETION TO STOCKHOLDERS

Just prior to the Offering there are 135,930,680 common shares outstanding. The 25,000,000 of the Company’s common shares being offered by the Company in the Direct Public Offering represent a dilution event to common Stockholders that will result in a new total for outstanding and issued common shares of 160,930,680.

The following table illustrates dilution to investors on an approximate dollar per share basis, depending upon whether we sell 100%, 75%, 50%, or 25% of the Shares being offered in the Direct Public Offering:

Percentage of Offering Shares Sold		100	%		75	%		50	%		25	%
Offering price per share	$	0.08		$	0.08		$	0.08		$	0.08
Net tangible book value per share before offering		(0.001	)		(0.001	)		(0.001	)		(0.001	)
Increase per share attributable to investors		0.01			0.007			0.004			0.001
Pro forma net tangible book value per share after offering		0.01			0.009			0.005			0.001

SELLING STOCKHOLDERS

The following table sets forth the shares beneficially owned, as of September 16, 2020, by the Selling Stockholders prior to the Offering contemplated by this Prospectus, the number of Shares each Selling Stockholder is offering by this Prospectus and the number of shares which each would own beneficially if all such offered Shares are sold.

Beneficial ownership is determined in accordance with Securities and Exchange Commission rules. Under these rules, a person is deemed to be a beneficial owner of a security if that person or his/her spouse has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

In total, 25,000,000 Shares are being registered by the Selling Stockholders. The Company will not receive any proceeds from the sale of the Selling Stockholder Shares.

The percentages below are calculated based on 135,930,680 shares of our common stock issued and outstanding as of September 16, 2020 and exclusive of the additional 25,000,000 shares of common stock being issued as part of the Direct Public Offering.

	Number of Outstanding Shares Beneficially Owned	Number of	Number of	Percentage of
Name of Beneficial Owner		Shares offered	Shares Held	Total Issued
		by	After the Offering	and
		Selling Stockholder		Outstanding after the
				Offering
Pinnacle Consulting Services, Inc. ⁽¹⁾	12,000,000	11,500,000	500,000	0.27%
Julia Otey-Raudes ⁽²⁾	35,000,000	4,000,000	31,000,000	22.81%
Bellagio Trust	25,000,000	4,000,000	21,000,000	15.45%
Robert Salna	5,000,000	5,000,000	0	0%
Tabular Investments, LLC ⁽³⁾	600,000	500,000	100,000	0.07%

Notes on Selling Stockholders:

(1)

Consists of 12,000,000 shares of outstanding common stock held by Pinnacle Consulting Services, Inc. Robert L. Hymers, III is the controlling stockholder of Pinnacle Consulting Services, Inc. and the beneficial owner of the 12,000,000 shares held in its name.

(2)

Ms. Otey-Raudes is our chief executive officer and chief financial officer. She also serves as the chairperson of the Board of Directors.

(3)

Consists of 600,000 shares of common stock held by Tabular Investments, LLC. Tad Mailander is the beneficial owner of the 600,000 shares held in the name of Tabular Investments, LLC.

PLAN OF DISTRIBUTION

The Direct Public Offering Shares will be sold in a “Direct Public Offering” through our sole director and Chief Executive Officer, Julia Otey-Raudes, who may be considered an underwriter as that term is defined in Section 2(a) (11). Ms. Otey will not receive any commission in connection with the sale of Shares, although we may reimburse her for direct expenses incurred by her in connection with the offer and sale of the Shares.

The Company is registering 25,000,000 Shares of common stock at $0.08 per share in a Direct Public Offering. In addition, the Company is registering 25,000,000 Shares of common stock currently held by our “Selling Stockholders,” or individually, “Selling Stockholder.” The Selling Stockholders will sell the Shares of Common Stock at the fixed price of $0.08 per share until such time, if ever, that the common stock is quoted on the OTC Markets OTCQX market, OCTQB market or listed on a securities exchange.

Our Shares of common stock subject to the Primary Direct Offering and Selling Stockholders are referred to herein collectively as our “Shares.” We estimate our total offering registration costs to be approximately $519.20 and our legal, auditor and related fees will be $5,500 equaling at total expense to the Company of $6,019.20 relating to the registration.

There is no minimum number of Shares that must be sold by us for the offering to proceed. The Company will retain any proceeds from the Direct Public Offering, while the Selling Stockholders will retain the proceeds from their resale of Shares.

Ms. Otey will be relying on, and complying with, Rule 3a4-1(a)(4)(ii) of the Exchange Act as a “safe harbor” from registration as a broker-dealer in connection with the offer and sale of the Shares. In order to rely on such “safe harbor” provisions provided by Rule 3a4-1(a) (4) (ii), she must be in compliance with all of the following:

	·		she must not be subject to a statutory disqualification;
	·		she must not be compensated in connection with such selling participation by payment of commissions or other payments based either directly or indirectly on such transactions;
	·		she must not be an associated person of a broker-dealer;
	·		she must primarily perform, or is intended primarily to perform at the end of the Offering, substantial duties for or on behalf of the Company otherwise than in connection with transactions in securities; and
	·		she must perform substantial duties for the Company after the close of the Offering not connected with transactions in securities, and not have been an associated person of a broker or dealer for the preceding 12 months, and not participate in selling an offering of securities for any issuer more than once every 12 months.

Ms. Otey-Raudes will comply with the guidelines enumerated in Rule 3a4-1(a) (4) (ii). Neither Ms. Otey nor any of her affiliates, will be purchasing Shares in the Offering.

You may purchase Shares by completing and manually executing a simple subscription agreement and delivering it with your payment in full for all Shares you wish to purchase to our offices. A copy of the form of that subscription agreement is attached as an exhibit to our registration statement of which this Prospectus is a part. Your subscription shall not become effective until accepted by us and approved by our counsel. Our subscription process is as follows:

	·	This Prospectus, with subscription agreement, is delivered by the Company to each offeree;
	·	the subscription is completed by the offeree, and submitted with check back to the Company where the subscription and a copy of the check is faxed to counsel for review;
	·	each subscription is reviewed by counsel for the Company to confirm the subscribing party completed the form, and to confirm the state of acceptance;
	·	once approved by counsel, the subscription is accepted by Ms. Otey-Raudes, and the funds shall be deposited within four (4) days of acceptance;
	·	subscriptions not accepted are returned with all funds sent with the subscription within three business days of the Company’s receipt of the subscription, without interest or deduction of any kind.

The Selling Stockholders and any of their pledgees, donees, transferees, assignees and successors-in-interest may, from time to time, sell any or all of their Shares of our Common Stock on any stock exchange, market or trading facility on which the Shares are traded or quoted or in private transactions. The Selling Stockholders may use any one or more of the following methods when selling Shares:

	·	ordinary brokerage transactions and transactions in which the broker-dealer solicits Investors;
	·	block trades in which the broker-dealer will attempt to sell the Shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
	·	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
	·	an exchange distribution in accordance with the rules of the applicable exchange;
	·	privately negotiated transactions;
	·	to cover short sales made after the date that this Prospectus is declared effective by the Commission;
	·	broker-dealers may agree with the Selling Stockholders to sell a specified number of such Shares at a stipulated price per share;
	·	a combination of any such methods of sale; and
	·	any other method permitted pursuant to applicable law.

Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders, or, if any broker-dealer acts as an agent for the purchaser of Shares, from the purchaser, in amounts to be negotiated. The Selling Stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved.

The Selling Stockholders may from time to time pledge or grant a security interest in some or all of the Shares owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell Shares of our Common Stock from time to time under this Prospectus, or under an amendment to this Prospectus under Rule 462(c) or other applicable provision of the Securities Act of 1933 amending the list of Selling Stockholders to include the pledgee, transferee or other successors in interest as Selling Stockholders under this Prospectus.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in “penny stocks.” Penny stocks generally are equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver to the prospective purchaser a standardized risk disclosure document prepared by the Securities and Exchange Commission that provides information about penny stocks and the nature and level of risks in the penny stock market. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the prospective purchaser and receive the purchaser’s written agreement to the transaction. Furthermore, subsequent to a transaction in a penny stock, the broker-dealer will be required to deliver monthly or quarterly statements containing specific information about the penny stock. It is anticipated that our common stock will be traded on the OTC Markets Pink at a price of less than $5.00. In this event, broker-dealers would be required to comply with the disclosure requirements mandated by the penny stock rules. These disclosure requirements will likely make it more difficult for investors in this Offering to sell their Common Stock in the secondary market.

Upon our being notified in writing by a Selling Stockholder that any material arrangement has been entered into with a broker-dealer for the sale of our Common Stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a post-effective amendment to this Prospectus will be filed, if required, pursuant to Rule 462(c) under the Securities Act, disclosing (i) the name of each such Selling Stockholder and of the participating broker-dealer(s), (ii) the number of Shares involved, (iii) the price at which such Shares of our common stock were sold, (iv)the commissions paid or discounts or concessions allowed to such broker-dealer(s). In addition, upon our being notified in writing by a Selling Stockholder that a donee or pledgee intends to sell more than 500 shares of our Common Stock, a post-effective amendment to this Prospectus will be filed if then required in accordance with applicable securities law.

Prior to any involvement of any broker-dealer in the Offering, such broker-dealer must seek and obtain clearance of the underwriting compensation and arrangements from FINRA.

The Selling Stockholders also may transfer the Shares of our Common Stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this Prospectus.

The Selling Stockholders and any broker-dealers or agents that are involved in selling the Shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the Shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of Shares will be paid by the Selling Stockholder and/or the purchasers. Each Selling Stockholder has represented and warranted to us that it acquired the securities subject to this Prospectus in the ordinary course of such Selling Stockholders’ business and, at the time of its purchase of such securities, such Selling Stockholder had no agreements or understandings, directly or indirectly, with any person to distribute any such securities.

We have advised each Selling Stockholder that it may not use Shares registered in this Prospectus to cover short sales of our Common Stock made prior to the date on which this Prospectus shall have been declared effective by the Commission. If a Selling Stockholder uses this Prospectus for any sale of our common stock, it will be subject to the prospectus delivery requirements of the Securities Act. The Selling Stockholders will be responsible to comply with the applicable provisions of the Securities Act and Exchange Act, and the rules and regulations there under promulgated, including, without limitation, Regulation M, as applicable to such Selling Stockholders in connection with resales of their respective Shares under this Prospectus.

We are required to pay all fees and expenses incident to the registration of the Shares. We have agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

All sales by the Company to the public through direct the Direct Public Offering will be issued directly from the Company to the subscriber as a proceeds-generating offering for the Company.

Certain Relationships and Related Transactions

There are no material contracts, agreements or other transactions between any Company Entity or any of their respective affiliates, on the one part, and the Contributor or any person holding a direct interest in the Contributor or any of their respective affiliates, on the other part.

DESCRIPTION OF SECURITIES

General

Preferred Shares in the Company

Our Board of Directors has created two classes of shares of preferred stock, designated “Series A Convertible Preferred Stock” and “Series B Convertible Preferred Stock”. The Company has designated 49,000,000 shares of Series A Convertible Preferred Stock, of which 30,000,000 shares have been issued and are outstanding. Holders of Series A Convertible Preferred Stock hold rights to vote on all matter requiring a Stockholder vote at 100 common shares vote equivalent for each share of Series A Convertible Preferred Stock held. As of the date of this filing, our CEO, CFO, board chair and sole director, Julia Otey-Raudes, is the sole holder of the 30,000,000 Series A Convertible Preferred Stock outstanding. As of September 16, 2020, the filing date of this Prospectus, there are no shares of Series B Convertible Preferred Stock issued or outstanding.

Holders of Preferred Series A have no liquidation rights that are superior to common Stockholders.

Common shares in the Company

Our Board of Directors has created a class of shares of common stock designated as the shares of common stock. Each share of common stock entitles its holder to one vote on all matters on which common Stockholders are entitled to vote, including the election of directors. The Company’s shares of common stock do not have cumulative voting rights. The Company is authorized to issue 500,000,000 shares of $0.001 par value shares of common stock. As of September 16, 2020, the date of this filing, the Company had 135,930,680 shares of common stock outstanding.

On July 1, 2018, by resolution of the Company’s Board of Directors and by written consent of a majority of the Company’s Stockholders eligible to vote, there was approved and implemented by the Company: (i) a reverse split of its common stock in a ratio of 1:1,000; (ii) a change of the Company’s name to Eco Innovation Group, Inc.; and (iii), the change of the Company’s trading symbol to ECOX. The reverse split of the Company’s common stock was effective August 29, 2018. On Dec 31, 2019, we filed an increase in authorized shares with the Secretary of State of Nevada. The total authorized common shares are increased to 500,000,000 with a par value $0.001.

Subject to the preferences that may be applicable to any outstanding classes of stock, the holders of the shares of common stock will share equally on a per share basis any dividends, when and if declared by the Board of Directors out of funds legally available for that purpose. If the Company is liquidated, dissolved, or wound up, the holders of the shares of common stock will be entitled to a ratable share of any distribution to Stockholders, after satisfaction of all the Company’s liabilities and of the prior rights of any outstanding classes of the Company’s stock. Shares of common stock carry no preemptive or other subscription rights to purchase shares of the Company’s stock and are not convertible, redeemable, or assessable.

Options to Purchase common shares in the Company

There are no outstanding options.

Outstanding Warrants

There are no outstanding warrants.

Transfer Agent

Our transfer agent is Nevada Agency & Transfer Company, with offices at:

50 W. Liberty Street

Suite 800

Reno, NV 89501

INTERESTS OF EXPERTS

The financial statements of the Company as of and for the years ended December 31, 2019 and 2018 appearing in this Prospectus and the Registration Statement of which it is a part, have been audited by an independent registered public accounting firm, as set forth in their report dated September 16, 2020 (which contains an explanatory paragraph regarding the Company’s ability to continue as a going concern), appearing elsewhere herein.

INFORMATION WITH RESPECT TO THE REGISTRANT

THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ TOGETHER WITH THE FINANCIAL STATEMENTS OF ECO INNOVATION GROUP, INC. AND THE NOTES TO FINANCIAL STATEMENTS INCLUDED IN THIS REGISTRATION STATEMENT. THIS DISCUSSION SUMMARIZES THE SIGNIFICANT FACTORS AFFECTING OUR OPERATING RESULTS, FINANCIAL CONDITIONS AND LIQUIDITY AND CASH-FLOW SINCE INCEPTION.

DESCRIPTION OF BUSINESS

Business Strategy

Market Opportunity

Business Model

Our Technology Agreements

Power Booster^TM Licensing Agreement

The Exclusive Global Licensing Agreement with the Bellagio IP Trust (“Bellagio”), attached hereto (the “Bellagio Agreement”), grants rights to the Company to market the Power Booster™ and other products developed by Bellagio. In exchange for the agreement, the Company has issued Bellagio twenty-five million (25,000,000) restricted common shares in the Company and will pay to Bellagio a royalty of 11% of the net manufacturing price of all Power Booster™ products sold.

The Power Booster™ Control Panel

The core technology behind the Power Booster™ system is based on an innovative use of high-speed switching that has only recently been introduced to the marketplace. The system allows for energy creation in direct proportion to the induction of the magnetic field implemented into the system, thus creating useful electric energy from the magnetic field. The Company plans to administer the marketing of the Power Booster™, system via multiple sales channels, including but not limited to solar power electrical manufacturers, solar power systems integrators and installers, new homebuilders, and power system distribution companies. Additionally, the increased PF and THD mean that in some installations, when the device is properly installed and configured, the user will need less electricity.

With the Bellagio Agreement put into place, the Company is in the initial stages of marketing and distributing the Power Booster™ system and has thus far generated no revenue from the product. Since the signing date of the Exclusive Global Licensing Agreement with Bellagio, the impacts of Covid-19 on the 2020 business climate has impeded significant progress by the Company on this initiative.

Corporate Information

Other Product Areas

The Company is active in negotiating additional licensing and joint ventures in the areas of electrical technologies, green energy, energy efficiency, innovative heat exchange technologies designed to reduce heating and cool costs for residential and commercial buildings, pathogen detection and mitigation, and green housing. At this time, these remain unsigned and are in various stages of negotiations.

Corporate History

Eco Innovation Group, Inc., was originally incorporated on March 5, 2001 as Dig-It Underground, Inc., a Nevada corporation that initially operated as an underground cable contractor. On September 29, 2008, the Company entered into a share exchange agreement with Haydin Group Enterprises (“Haydin”), a sole proprietorship, and concurrently resolved to wind down its cable installation business. By virtue of the share exchange agreement, the Company acquired an interest in Haydin’s salon equipment, office equipment, lease assignments for salon locations, reception office equipment, salon stations, and remodeled salon facilities that included upgraded and permitted electrical, plumbing and signage. The Company’s business focused on the operation of a string of high-end beauty salons in the Cedar Hill, Texas area.

On September 1, 2011, the Company entered into a share exchange agreement with Get Down Art, LLC, a Nevada limited liability company. The consummation of the share exchange provided the Company with original art and agreements with artists with licensing agreements with businesses. The Company acquired art inventory, accounts receivable, office leasing and build out. The Company resolved to unwind its previous acquisition of Haydin dated September 29, 2008.

On August 30, 2012, the Company acquired Haydin as a wholly owned subsidiary of the Company through a share exchange agreement wherein the Company issued fifty million shares of its common stock in exchange for all of the legal right title and interest in the assets of Haydin, which owned a chain of high-end beauty salons that focused on skin and hair care and nail care. Haydin also promoted sales of beauty supplies and products and sold to other salons in Texas. The Haydin beauty salons retained highly trained experienced cosmetologists who had a long history with the business. Concurrently, the Company discontinued its business with Get Down Art, LLC and resolved to unwind that acquisition.

On January 5, 2016, the Company acquired Expressions Property Limited, LP, a Texas limited partnership and Expressions Chiropractic and Rehab Center, PA in a share exchange agreement. This acquisition allowed the Company to enter into the natural healing and chiropractic business in Cedar Hill and North Richland Hills, Texas.

Effective June 30, 2018, the Company resolved and agreed to spin out Haydin Group Enterprises, Expressions Property Limited, LP and Expressions Chiropractic and Rehab Center, PA as private entities and thereby unwinding the share exchange agreements entered into on August 30, 2012 and January 5, 2016, respectively.

The Company was subsequently an innovation incubator platform from 2018 until early 2020 that was devoted to globally important paradigm shifts in technology, sustainable products development, and research, will initially re introduce a more affordable, fire, hurricane and earthquake resilient steel framing system.

On February 28, 2020, our current CEO and controlling Stockholder, Julia Otey-Raudes, took over management and control of the company and transferred all of the IP relating to the Company’s old business model back to John English. In the related change of control transaction, Ms. Otey acquired 30,000,000 shares of super-voting Preferred Series A stock on February 28, 2020, and launched the company into a new direction. The Company is now an innovation incubator platform devoted to globally important paradigm shifts in technology, sustainable and carbon negative products development and practical deployment worldwide. ECOX will initially introduce a revolutionary power booster for homes and offices that, when installed as directed, holds the potential to reduce energy consumption, depending on configuration by up to 60% and other energy saving related technologies.

The Company’s common shares are quoted on the OTC Markets Pink market tier under the symbol ECOX.

DESCRIPTION OF PROPERTY

The Company does not lease or own an office, any real estate or assets as of the year ended December 31, 2019, and as of the date of this filing.

LEGAL PROCEEDINGS

From time to time and in the course of business, we may become involved in various legal proceedings seeking monetary damages and other relief. The amount of the ultimate liability, if any, from such claims cannot be determined.

As of the date of this filing, there were no legal claims currently pending or threatened against us that in the opinion of Management would be likely to have a material adverse effect on our financial position, results of operations or cash flows.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Shares of the Company’s common stock are quoted under the symbol "ECOX" on the OTC Markets Quotation System Pink market tier.

The OTC Markets Quotation System is quotation service that display real-time quotes, last-sale prices and volume information in over-the-counter equity securities. The market is limited for our stock and any prices quoted may not be a reliable indication of the value of our shares of common stock. The following Table sets forth the high and low bid prices per share of our shares of common stock by OTC Markets for the periods indicated.

For the Period Ending December 31, 2019	High		Low
First Quarter	$	0.25	$	0.08
Second Quarter	$	0.19	$	0.0013
Third Quarter	$	0.08	$	0.0086
Fourth Quarter	$	0.125	$	0.03

For the Period Ending December 31, 2018	High		Low
First Quarter	$	0.5	$	0.3
Second Quarter	$	0.6	$	0.2
Third Quarter	$	0.6	$	0.2
Fourth Quarter	$	0.6	$	0.2

As of September 16, 2020, the shares traded at $0.08 bid and $0.095 ask price with a total of 72,000 shares traded in the previous 10 days of trading.

Holders of Record

As of September 16, 2020, the date of filing of this Prospectus and Registration Statement, we have 135,930,680 shares of our common stock issued and outstanding, held by approximately 59 Stockholders of record.

Dividends

We have not paid, nor declared any cash dividends since our inception and do not intend to declare or pay any such dividends in the foreseeable future. Our ability to pay cash dividends is subject to limitations imposed by state law.

MANAGEMENT'S DISCUSSION AND ANALYSIS

This discussion and analysis may include statements regarding our expectations with respect to our future performance, liquidity, and capital resources. Such statements, along with any other non-historical statements in the discussion, are forward-looking. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, factors listed in other documents we file with the Securities and Exchange Commission (the "SEC''). We do not assume an obligation to update any forward-looking statements. Our actual results may differ materially from those contained in or implied by any of the forward-looking statements contained herein.

Overview and Financial Condition

Going Concern

The Company sustained continued operating losses during the years ended December 31, 2019 and 2018. The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, in which it has not been successful, and/or obtaining additional financing from its Stockholders or other sources, as may be required.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above conditions raise substantial doubt about the Company's ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classifications of liabilities that may result, should the Company be unable to continue as a going concern.

While priority is on generating cash from operations through the sale of the Company's products and services, Management is also seeking to raise additional working capital through various financing sources, including the sale of the Company's equity and/or debt securities, which may not be available on commercially reasonable terms, if at all. If such financing is not available on satisfactory terms, we may be unable to continue our business as desired and our operating results will be adversely affected. In addition, any financing arrangement may have potentially adverse effects on us and/or our Stockholders. Debt financing (if available and undertaken) will increase expenses, must be repaid regardless of operating results and may involve restrictions limiting our operating flexibility. If we issue equity securities to raise additional funds, the percentage ownership of our existing Stockholders will be reduced and the new equity securities may have rights, preferences or privileges senior to those of the current holders of our shares of common stock.

Results of Operations

The following table sets forth the results of our operations for the periods ended December 31, 2019 and 2018.

	For the years ended December 31
	2019			2018
Net Sales	$			$
Total Expenses		201,968			655,907
Net Loss from Operations		(201,968	)		(655,907	)
Other Expenses		323,416			108,317
Net Loss	$	(525,384	)	$	(764,224	)

Operating Results

Year Ending December 31, 2019 Compared December 31, 2018

Our sales totaled $0 for the twelve months ended December 31, 2019 and $0 for the twelve months ended December 31, 2018. The Company is continuing in its efforts to increase its sales but there is no guarantee that it will be able to do so.

We had $0 costs of goods sold for the twelve months ended December 31, 2019 and $0 for the twelve months ended December 31, 2018.

Selling, general and administrative expenses consist primarily of payroll, professional fees, sales and marketing, research and development and other operating expenses. Selling, general and administrative expenses totaled $201,968 for the twelve months ended December 31, 2019 and $655,907 for the twelve months ended December 31, 2018. The change is primarily due to a reduced level of overall activity at the Company while the business operations were being restructured.

As a result of the foregoing, we recorded a net loss of $525,384 for the twelve months ended December 31, 2019, compared to a net loss of $764,224 for the twelve months ended December 31, 2018. The decrease in the loss is primarily attributed to the reduction in general and administrative expenses.

The following table sets forth the results of our operations for the periods ended June 30, 2020 and June 30, 2019.

	For the six month periods ended June 30
	2020		2019
Net Sales	$		$
Total Expenses		3,087,916		17,772
Net Loss from Operations		(3,087,916)		(17,772)
Other Expenses		45,963		-
Net Loss	$	(3,133,879)	$	(17,772)

Six Months Ending June 30, 2020 Compared June 30, 2019

Our sales totaled $0 for the six months ended June 30, 2020 and $0 for the six months ended June 30, 2019. The Company is continuing in its efforts to increase its sales but there is no guarantee that it will be able to do so.

We had $0 costs of goods sold for the six months ended June 30, 2020 and $0 for the six months ended June 30, 2019.

Selling, general and administrative expenses consist primarily of payroll, professional fees, sales and marketing, research and development and other operating expenses. Selling, general and administrative expenses totaled $47,166 for the six months ended June 30, 2020 and $17,222 for the six months ended June 30, 2019. The change is primarily due to an increased levels of overall activity as the Company began restructuring efforts.

For the six months ended June 30, 2020, we incurred $650,000 in development and manufacturing expenses compared to $0 for the six-month period ended June 30, 2019. The increase in the category was due to implementation of programs to development new products. For the six months ended June 30, 2020, we incurred $260,000 in executive compensation and $2,130,750 in consulting fees compared to $0 for the six-month period ended June 30, 2019. The increase in the category was due to the hiring of senior management and professional consultants focused on restructuring business operations.

As a result of the foregoing, we recorded a net loss of $3,133,879 for the six months ended June 30, 2020, compared to a net loss of $17,772 for the six months ended June 30, 2019. The increase in the loss is primarily attributed to the increased in operating expense categories as the Company began to develop new products and retain professional staff.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None.

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the names and ages of our current directors and executive officers, the principal offices and positions held by each person, and the date such person became a director or executive officer. Our executive officers are appointed by the Board of Directors. The directors serve one-year terms until their successors are elected. The executive officers serve terms of one year or until their death, resignation or removal by the Board of Directors. Unless described below, there are no family relationships among any of the directors and officers.

The following table presents information with respect to our officers, directors and significant employees as of September 16, 2020.

Name		Age		Position
Julia Otey-Raudes		41		Chief Executive Officer, Chief Financial Officer

Biographical Information Regarding Officers and Directors

Ms. Otey-Raudes is an experienced executive with business experience in a variety of industries. From October of 2010 to the present, she has been and continues to be one of the founders of Eco-Gen Energy, Inc., and served as the corporate secretary and treasurer of Eco-Gen during that period. At Eco-Gen Energy, she was part of the product development team for an innovative energy saving technology, the JouleBox™. She continues to serve as a director on the board of Eco-Gen.

From June 2008 to January 2009, prior to founding and working with Eco-Gen Energy, Ms. Otey-Raudes held positions with the Chilean Government’s Ministry of Labor and Social Welfare, where she was involved in educational outreach programs that taught entrepreneurial skills to women. From February 2009 to August of 2010, she worked as a project manager in the construction industry in Chile, managing large commercial building projects. Previously, from December of 1999 to September 2007, she worked as an executive for Wolfgang Puck’s flagship restaurant, Spago, in Beverly Hills, California, where she gained valuable executive organization and management skills. Ms. Otey-Raudes serves as the Company’s Chief Executive Officer, Chief Financial Officer, Chairperson of the Board of Directors, and is the corporation’s sole director.

Term of Office

All of our directors are appointed for a one-year term to hold office until the next annual meeting of stockholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. Executive officers serve at the discretion of the Board of Directors, and are elected or appointed to serve until the next Board of Directors meeting following the annual meeting of stockholders. Our executive officers are appointed by our Board of Directors and hold office until removed by the Board.

Involvement in Certain Legal Proceedings

To the best of our knowledge, during the past five years, none of the following occurred with respect to a present director (or person nominated to become director), executive officer, founder, promoter or control person: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; or (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Code of Ethics

We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. To the knowledge of the Company, there have been no reported violations of the Code of Ethics.

Whistleblower Procedures Policy

In accordance with the requirements of Section 301 of the Sarbanes-Oxley Act of 2002, the Board of Directors of the Company has adopted a Whistleblower Procedures Policy, stating that all employees of the Company are strongly encouraged to report any evidence of financial irregularities which they may become aware of, including those with respect to internal controls, accounting or auditing matters. Under the Whistleblower Procedures Policy, the management of the Company shall promptly and periodically communicate to all employees with access to accounting, payroll and financial information the means by which they may report any such irregularities. In the event an employee is uncomfortable for any reason reporting irregularities to his or her supervisor or other management of the Company, employees may report directly to any member of the Board of Directors of the Company. The identity of any employee reporting under these procedures will be maintained as confidential at the request of the employee, or may be made on an anonymous basis. Notice must be provided to all of the Company’s employees with access to accounting, payroll and financial information in respect of these procedures.

The Company’s Board of Directors does not have any designated or appointed Committees of the Board.

CORPORATE GOVERNANCE

Director Independence

We are not listed on a major U.S. securities exchange and, therefore, are not subject to the corporate governance requirements of any such exchange, including those related to the independence of directors. Upon our listing on any national securities exchange or any inter-dealer quotation system, we will elect such independent directors as is necessary under the rules of any such securities exchange.

Board Leadership Structure

We currently have one executive officer who is also a director. Our Board has reviewed the Company’s current Board leadership structure. In light of the Company’s size, nature of the Company’s business, regulatory framework under which the Company operates, stockholder base, the Company’s peer group and other relevant factors, the Company has determined that this structure is currently the most appropriate Board leadership structure for our company. Nevertheless, the Board intends to carefully evaluate from time to time whether our current structure should be modified based on what the Board believes is best for the Company and our stockholders.

Board Role in Risk Oversight

Risk is inherent in every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including strategic risks, enterprise risks, financial risks, and regulatory risks. While our management is responsible for day to day management of various risks we face, the Board, as a whole, is responsible for evaluating our exposure to risk and to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. The Board reviews and discusses policies with respect to risk assessment and risk management. The Board also has oversight responsibility with respect to the integrity of the Company’s financial reporting process and systems of internal control regarding finance and accounting, as well as its financial statements.

Audit Committee

The Board does not currently have a standing Audit Committee. The full Board performs the principal functions of the Audit Committee. The full Board monitors our financial reporting process and internal control system and reviews and appraises the audit efforts of our independent accountants.

Compensation Committee

The Board does not currently have a standing Compensation Committee. The full Board establishes our overall compensation policies and reviews recommendations submitted by our management.

Nominating Committee

The Board does not currently have a standing Nominating Committee. We do not maintain a policy for considering nominees. Our Bylaws provides that the number of Directors shall be fixed from time to time by the Board, but in no event shall be less than the minimum required by law. The Board of Directors shall be large enough to maintain our required expertise but not too large to function efficiently. Director nominees are recommended, reviewed and approved by the entire Board. The Board believes that this process is appropriate due to the relatively small number of directors on the Board and the opportunity to benefit from a variety of opinions and perspectives in determining director nominees by involving the full Board.

Compensation Consultants

We have not historically relied upon the advice of compensation consultants in determining Named Executive Officer compensation. Instead, the full Board reviews compensation levels and makes adjustments based on their personal knowledge of competition in the market place, publicly available information and informal surveys of human resource professionals.

Stockholder Communications

Stockholders who wish to communicate with the Board may do so by addressing their correspondence to the Board at Eco Innovation Group, Inc., Attention: Julia Otey-Raudes, 16525 Sherman Way, Suite C-1 Van Nuys, CA 91406. The Board shall review and respond to all correspondence received, as appropriate.

Director Independence

There are no independent directors at this time.

EXECUTIVE AND DIRECTOR COMPENSATION

Our sole director, Julia Otey-Raudes, is also our chief executive officer and chief financial officer. Effective May 1, 2020, Ms. Otey-Raudes and the Company entered into an executive employment agreement for a term of one year. Under the terms of the agreement, she will serve as the Company’s CEO receiving a base salary of $300,000 per year and will be awarded a starting bonus of ten million (10,000,000) restricted common shares. The shares will vest on a monthly basis over the term of the one-year agreement at a rate of 1/12 per month. The agreement is attached hereto.

Ms. Julia Otey-Raudes receives no compensation for serving as the Chairperson and sole director of the Company. During the Director’s term, the Company reimburses the Director for all reasonable out-of-pocket expenses incurred by the Director in attending any in-person meetings, provided that the Director complies with the generally applicable policies, practices and procedures of the Company for submission of expense reports, receipts or similar documentation of such expenses. Any reimbursements for allocated expenses as compared to out-of-pocket expenses of the Director in excess of $500.00 must be approved in advance by the Company.

Executive Compensation Table

Name and principal position	Year		Salary ($)		Bonus ($)		Stock awards ($)		Option awards ($)		Nonequity incentive plan compensation ($)		Nonqualified deferred compensation earnings ($)		All other compensation ($)		Total ($)
John English		2018	$	0	$	0	$	2,000(¹)	$	0	$	0	$	0	$	0	$	2,000	⁽¹⁾
John English		2017	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0

(1) Mr. English received 2,000,000 common shares as stock compensation during 2018. The shares were valued at $2,000.

Directors	Title	Monthly Compensation
Julia Otey-Raudes⁽¹⁾⁽²⁾	Chief Executive Officer, Chief Financial Officer and Chairman	$	0	⁽¹⁾⁽²⁾

(1)

Ms. Otey-Raudes received no monthly compensation as an executive of the Company during the year ended December 31, 2019. She and the Company have agreed to an Executive Employment Agreement as of May 1, 2020, attached hereto.

(2)

Ms. Otey-Raudes was granted 10,000,000 shares of common stock as of May 1, 2020 as a starting bonus compensation for her executive roles at the Company.

Director Compensation Table

Directors	Title	Monthly Compensation
Julia Otey-Raudes⁽¹⁾⁽²⁾	Chief Executive Officer, Chief Financial Officer and Chairman	$	0

(1)

Ms. Otey-Raudes receives no monthly compensation as a director of the Company.

(2)

Ms. Otey-Raudes was granted 10,000,000 shares of common stock as of May 1, 2020 as compensation for her executive roles at the Company. Ms. Otey-Raudes received no monthly compensation as an executive of the Company during the year ended December 31, 2019. She and the Company have agreed to an Executive Employment Agreement as of May 1, 2020, attached hereto.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of September 16, 2020, for: (i) each of our executive officers; (ii) each of our directors; (iii) all of our directors and executive officers as a group; and (iv) each person known by us to be the beneficial owner of more than five percent of any class of our voting securities.

The securities "beneficially owned" by an individual are determined in accordance with the definition of "beneficial ownership" set forth in the regulations promulgated under the Exchange Act and, accordingly, may include securities owned by or for, among others, the spouse and/or minor children of an individual and any other relative who resides in the same home as such individual, as well as other securities as to which the individual has or shares voting or investment power or which each person has the right to acquire within 60 days through the exercise of options or otherwise. Beneficial ownership may be disclaimed as to certain of the securities.

The following table is based on the number of shares outstanding, totaling 135,930,680 as of September 16, 2020. The following table sets forth certain information as of September 16, 2020 by (i) all persons who are known by us to beneficially own more than 5% of our outstanding shares of common stock; and (ii) each director, director nominee, and Named Executive Officer. The footnotes below pertain to total shares, voting rights and conversion shares, and provide other explanations.

Name of Beneficial Owner	Common Shares Owned		Percent of common shares			Preferred Shares Owned		Series A Votes⁽¹⁾⁽⁵⁾		Voting Shares⁽⁵⁾			Voting Power⁽⁵⁾
Julia Otey-Raudes⁽¹⁾⁽⁵⁾		35,000,000		25.7	%		30,000,000		3,000,000,000		3,035,000,000	⁽⁵⁾		96.8	%⁽⁵⁾
Bellagio IP Trust⁽²⁾		25,000,000		18.4	%						25,000,000			0.8	%
John English		25,000,000		18.4	%						25,000,000			0.8	%
Donald Steinberg⁽³⁾		25,000,000		18.4	%						25,000,000			0.8	%
Pinnacle Consulting Services Inc.⁽⁴⁾		12,000,000		8.83	%						12,000,000			0.38	%

Ms. Otey-Raudes is our CEO, CFO, board chairperson and sole director. She owns 35,000,000 common shares and 30,000,000 preferred shares, by which she holds voting power on a per-preferred shares basis of 100 common share vote equivalency for each preferred share she holds.

Bellagio IP Trust is the licensor for the Power Booster™ technology pursuant to a technology licensing agreement executed by and between the Company and Bellagio IP Trust.

Mr. Steinberg is beneficial owner of a total of 25,000,00 common shares, including 20,000,000 common shares held by Blue Ridge Enterprises and 5,000,000 common shares held by Heritage Funding, LLC. Mr. Steinberg is the controlling party of both Blue Ridge Enterprises and Heritage Funding, LLC.

Mr. Robert L. Hymers III is the beneficial owner of a total of 12,000,000 common shares, which consist of 12,000,000 shares of outstanding common stock held by Pinnacle Consulting Services, Inc. Robert L. Hymers, III is the controlling stockholder of Pinnacle Consulting Services, Inc.

Ms. Otey-Raudes, via her ownership of 30,000,000 preferred shares, is entitled to voting power of 100 common share equivalents for each preferred share held. Including all preferred and common shares, she is entitled to 3,035,000,000 votes. There is a possible voting pool of 3,135,930,680 common share equivalent votes, thus Ms. Otey-Raudes controls 96.8% of any vote put forth to Stockholders.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership, voting power and investment power with respect to the shares of Company preferred stock and common stock.

Item 5.

Interest of Management and Others in Certain Transactions

No relationship, direct or indirect, that would be required to be described in a registration statement of the Company pursuant to Item 404 of Regulation S-K, exists between or among the Company, on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company, on the other hand, that would require disclosure.

Changes in Control

As of the date of this Prospectus, we are not aware of any arrangement that may result in a change in control of our Company.

LEGAL MATTERS

The validity of the Shares sold by us under this Prospectus, including the Shares to be sold by the Selling Stockholders, will be passed upon for us by Independent Law PLLC, Alan T. Hawkins, Esq., 2106 NW 4^th Pl, Gainesville, FL 32603.

EXPERTS

Boyle CPA, LLC, our independent registered public accountant, has audited our financial statements included in this Prospectus and Registration Statement to the extent and for the periods set forth in their audit report. Boyle CPA, LLC has presented its report with respect to our audited financial statements.

COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our Articles of Incorporation provide that we shall indemnify our directors and officers to the fullest extent permitted by Nevada law and that none of our directors will be personally liable to the Company or its Stockholders for monetary damages for breach of fiduciary duty as a director, except for liability:

for any breach of the director’s duty of loyalty to the Company or its Stockholders;

for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of the law;

under Nevada General Corporation Law for the unlawful payment of dividends; or

for any transaction from which the director derives an improper personal benefit.

These provisions require us to indemnify our directors and officers unless restricted by Nevada law and eliminate our rights and those of our Stockholders to recover monetary damages from a director for breach of his or her fiduciary duty of care as a director except in the situations described above. The limitations summarized above, however, do not affect our ability or that of our Stockholders to seek non-monetary remedies, such as an injunction or rescission, against a director for breach of his or her fiduciary duty.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

ECO INNOVATION GROUP, INC.

INDEX TO FINANCIAL STATEMENTS

For the Years Ended

December 31, 2019 and December 31, 2018

	Page
Report of Independent Registered Public Accountants		44
Balance Sheets as of December 31, 2019 and 2018		45
Statements of Operations for the years ended December 31, 2019 and 2017		46
Statement of Stockholder’s Deficit for years ended December 31, 2019 and 2018		47
Statements of Cash Flows for the years ended December 31, 2019 and 2018		48
Notes to Financial Statements		49

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and

Board of Directors of Eco Innovation Group, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Eco Innovation Group, Inc. (the “Company”) as of December 31, 2019 and 2018, the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for each of the two years in the period ended December 31, 2019, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

Basis of Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to fraud or error. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting 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.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Substantial Doubt About the Company’s Ability to Continue as a Going Concern

As discussed in Note 2 to the consolidated financial statements, the Company’s net losses and accumulated deficit raise substantial doubt about its ability to continue as a going concern for one year from the issuance of these consolidated financial statements. Management’s plans are also described in Note 2. The consolidated financial statements do not include adjustments that might result from the outcome of this uncertainty.

/s/ Boyle CPA, LLC

We have served as the Company’s auditor since 2020.

Bayville, NJ

June 22, 2020

ECO INNOVATION GROUP, INC.

BALANCE SHEETS

DECEMBER 31, 2019 AND 2018

	December 31,
	2019			2018
Assets
Current Assets
Cash and cash equivalents	$	246		$	22,153
Accounts receivable- net		—			—
Total Current Assets		246			22,153

Other Assets
Investment in Marijuana Company of America, at fair value		—			397,933
Deposits and other assets		8,000			8,000
Total Other Assets		8,000			405,933

Total Assets	$	8,246		$	428,086

Liabilities and Stockholders' Equity (Deficit)
Current Liabilities
Accounts payable and accrued expenses	$	1,797		$	324
Convertible note payable, net of discount		21,875			—
Derivative liability		60,658			—
Convertible notes payable, related party		4,902			9,804
Related party loans		15,000			15,000
Total Current Liabilities		104,232			25,128

Total Liabilities		104,232			25,128

Stockholders' Equity
Preferred stock, par value $0.001, authorized 50,000,000 shares,
issued and outstanding 30,000,000 shares		30,000			30,000
Common stock, par value $0.001, authorized 500,000,000 shares,
issued and outstanding 54,830,680 and 4,830,680 shares at
December 31, 2019 and 2018, respectively		54,831			4,831
Additional paid-in capital		1,919,059			1,942,619
Accumulated deficit		(2,099,876	)		(1,574,492	)
Total Stockholders' Equity (Deficit)		(95,986	)		402,958

Total Liabilities and Stockholders' Equity (Deficit)	$	8,246		$	428,086

The accompanying notes are an integral part of these audited financial statements

ECO INNOVATION GROUP, INC.

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

	For the years ended
	December 31,
	2019			2018

Revenues	$	—		$	—
Cost of revenues		—			—
Gross Profit		—			—

Operating expenses
General and administrative		201,968			655,907
		201,968			655,907

Operating loss		(201,968	)		(655,907	)

Other expenses
Interest expense		3,572			—
Derivative expense		60,658			—
Unrealized loss on investments		—			52,067
Loss on sale of investments		259,186			56,250
		323,416			108,317

Loss from continuing operations		(525,384	)		(764,224	)

Discontinued operations
Loss on disposal of discontinued operations		—			(55,508	)
Income from operations of discontinued operations		—			91,004
		—			35,496

Net loss	$	(525,384	)	$	(728,728	)

Loss per share, basic and diluted
Continuing operations	$	(0.03	)	$	(0.37	)
Discontinued operations		—			0.02
	$	(0.03	)	$	(0.35	)

Weighted average shares outstanding		15,521,348			2,093,647

The accompanying notes are an integral part of these audited financial statements

ECO INNOVATION GROUP, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS' AND MEMBER'S DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

	Preferred Stock					Common Stock				Additional Paid-in			Accumulated
	Shares			Amount		Shares		Amount		Capital			Deficit			Total
Balance, December 31, 2017	36,000,000		$	36,000		1,830,613	$	1,831	$	769,613		$	(845,764	)	$	(38,320	)

Contribution of Investment	—			—		—		—		600,000			—			600,000
Preferred Stock Retired	(6,000,000	)		(6,000	)	—		—		6,000			—			—
Shares Issued for Services	—			—		3,000,067		3,000		567,006			—			570,006
Net loss for the year ended December 31, 2018	—			—		—		—		—			(728,728	)		(728,728	)
Balance, December 31, 2018	30,000,000			30,000		4,830,680		4,831		1,942,619			(1,574,492	)		402,958

Debt Conversion	—			—		50,000,000		50,000		(45,098	)		—			4,902
Derivative liabilities	—			—		—		—		21,538			—			21,538
Net loss for the year ended December 31, 2019	—			—		—		—					(525,384	)		(525,384	)
Balance, December 31, 2019	30,000,000		$	30,000		54,830,680	$	54,831	$	1,919,059		$	(2,099,876	)	$	(95,986	)

The accompanying notes are an integral part of these audited financial statements

ECO INNOVATION GROUP, INC.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2019

	For the years ended
	December 31,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(525,384	)	$	(728,728	)
Income from discontinued operations		—			35,496
Loss from continuing operations		(525,384	)		(764,224	)
Adjustments to reconcile net loss to net cash
used by operating activities:
Loss on sale of investments		259,186			56,250
Unrealized loss on investments		—			52,067
Amortization of debt discount		3,413
Derivative expense		60,658			—
Stock based compensation		—			570,006
Changes in operating assets and liabilities
Increase (decrease) in accounts payable and accrued expenses		1,472			(33,107	)
Net cash used by operating activities- continuing operations		(200,655	)		(119,008	)
Net cash used by operating activities- discontinuing operations		—			35,496
Net cash used by operating activities		(200,655	)		(83,512	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of investment		138,748			93,750
Net cash provided by investing activities- continuing operations		138,748			93,750
Net cash provided by investing activities- discontinuing operations		—			—
Net cash provided by investing activities		138,748			93,750

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible debenture		40,000			—
Net cash provided by financing activities- continuing operations		40,000			—
Net cash provided by financing activities- discontinuing operations		—			—
Net cash provided by financing activities		40,000			—

Change in cash		(21,907	)		10,238
Cash, beginning of year		22,153			11,915
Cash, end of year	$	246		$	22,153

SUPPLEMENTAL NON-CASH DISCLOSURES:
Cash paid for interest	$	—		$	—

Cash paid for taxes	$	—		$	—

SUPPLEMENTAL NON-CASH FINANCING ACTIVITIES:
Conversion of related party convertible notes to common stock	$	4,902		$	—

The accompanying notes are an integral part of these audited financial statements

ECO INNOVATION GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2019 AND 2018

NOTE 1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

Nature of Business

Eco Innovation Group, Inc. (the “Company”), was originally incorporated March 5, 2001 as Dig-It Underground, Inc., a Nevada corporation that initially operated as an underground cable contractor. On September 29, 2008, the Company entered into a share exchange agreement with Haydin Group Enterprises (“Haydin”), a sole proprietorship, and concurrently resolved to wind down its cable installation business.

By virtue of the share exchange agreement, the Company acquired an interest in Haydin’s salon equipment, office equipment, lease assignments for salon locations, reception office equipment, salon stations, and remodeled salon facilities that included upgraded and permitted electrical, plumbing and signage. The Company’s business focused on the operation of a string of high-end beauty salons in the Cedar Hill, Texas area.

On August 30, 2012, the Company acquired the Haydin Group Enterprises as a wholly owned subsidiary of the Company through a share exchange agreement wherein the Company issued fifty million shares of its common stock in exchange for all of the legal right title and interest in the assets of Haydin Group Enterprises. Haydin Group Enterprises owned a chain of high-end beauty salons that focused on skin and hair care and nail care. Haydin also promoted sales of beauty supplies and products and sold to other salons in Texas. The Haydin beauty salons retained highly trained experienced cosmetologists who had a long history with the business. Concurrently, the Company discontinued its business with Get Down Art, LLC and resolved to unwind that acquisition.

On January 5, 2016, the Company acquired Expressions Property Limited, LP, a Texas limited partnership and Expressions Chiropractic and Rehab Center, PA in a share exchange agreements. These acquisitions allowed the Company to enter into the natural healing and chiropractic business in Cedar Hill and North Richland Hills, Texas.

On August 19, 2019, the Company incorporated Steel Hemp Homes Inc. in the state of California as a wholly owned subsidiary.

On December 31, 2019, the Company filed and increase in authorized shares with the Secretary of State of Nevada. The total authorized common shares are increased to 500,000,000 with a par value $0.001. On February 12, 2020, Julia Otey-Raudes was appointed as CEO and President of the Company upon John English’s resignation. She also acquired 30,000,000 Preferred Series A shares, representing all of the issued and outstanding preferred stock of the Company.

The Company’s plan is to initially develop a revolutionary Power Booster for your home and office that will reduce electric bills and other energy saving related technologies. The Company anticipates joint ventures in the sustainable renewable energy field.

Accounting policies and procedures are listed below. The Company has adopted a December 31 year-end.

Accounting Basis

The Company has prepared the financial statements in accordance with accounting principles generally accepted in the United States of America (GAAP).

Use of Estimates

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

Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Steel Hemp Homes Inc. All intercompany transactions have been eliminated in consolidation.

Cash and Cash Equivalents

The company considers all highly liquid investments with original maturities of three months or less as cash equivalents. As of December 31, 2019 and 2018, the Company had no cash or cash equivalent balances in excess of the federally insured amounts. The company’s policy is to invest excess funds in only well capitalized financial institutions.

Earnings per share

Basic EPS is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS includes the potential dilution that could occur if options or other contracts to issue common stock were exercised or converted.

The company has not issued any options or warrants or similar securities since inception.

Marketable Securities

The Company’s investment in marketable securities are classified as trading and are carried at fair value.

Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates its’ financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The Company used a Black Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. We measure our investment in marketable securities at fair value on a recurring basis. The Company’s trading securities are valued using inputs observable in active markets and are therefore classified as Level 1 within the fair value hierarchy. Investments and derivative liabilities are valued on a recurring basis.

The following summarizes the fair value of assets and liabilities measured on a recurring basis:

		December 31, 2018
		Level 1	Level 2	Level 3	Total
Assets
	Investments	$ 397,933	$ -	$ -	$ 397,933

Liabilities
	Derivative liability	-	-	-	-
		December 31, 2019
		Level 1	Level 2	Level 3	Total
Assets
	Investments	$ -	$ -	$ -	$ -

Liabilities
	Derivative liability	-	-	60,658	60,658

Stock Based Compensation

Stock-based compensation is computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718. FASB ASC 718 requires all share-based payments to employees and non-employees be recognized as compensation expense in the consolidated financial statements based on their fair values. The expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). As of December 31, 2019 and 2018, the Company has not formed a Stock Option Plan and has not issued any options.

Fixed Assets

Fixed assets are carried at cost. Depreciation is computed using the straight-line method of depreciation over the assets’ estimated useful lives. Maintenance and repairs are charged to expense as incurred; major renewals and improvements are capitalized. When items of fixed assets are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in income.

Income Taxes

The provision for income taxes is the total of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where differences exist between the period in which transactions affect current taxable income and the period in which they enter into the determination of net income in the financial statements.

Advertising

Advertising is expensed when incurred.

Revenue Recognition

Effective January 1, 2018, the Company recognizes revenue in accordance with Accounting Standards Codification 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific revenue recognition guidance throughout the Industry Topics of the Accounting Standards Codification. The updated guidance states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also provides for additional disclosures with respect to revenues and cash flows arising from contracts with customers. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2017, and the Company adopted the standard using the modified retrospective approach effective January 1, 2018.

At the time of each transaction, management assesses whether the fee associated with the transaction is fixed or determinable and whether or not collection is reasonably assured. The assessment of whether the fee is fixed or determinable is based upon the payment terms of the transaction. Collectability is assessed based on a number of factors, including past transaction history with the client and the creditworthiness of the client.

The Company had no revenues during the years ended December 31, 2019 and 2018.

NOTE 2. GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statements, the Company had net losses during the years ended December 31, 2018 and 2019 and an accumulated deficit at December 31, 2019. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. Management’s plans are to obtain additional financing in the debt and equity markets while its develops its business model. The Company’s existence is dependent upon management’s ability to develop profitable operations and to obtain additional funding sources. There can be no assurance that the Company’s financing efforts will result in profitable operations or the resolution of the Company’s liquidity problems. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

NOTE 3. RECENTLY ISSUED ACCOUNTING STANDARDS

Management does not believe that any recently issued but not yet adopted accounting will have a material effect on the Company’s results of operation or on the reported amounted of its assets and liabilities upon adoption.

NOTE 4. PROVISION FOR INCOME TAXES

Deferred income tax assets and liabilities are determined based on the estimated future tax effects of net operating loss and credit carry forwards and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The Company records an estimated valuation allowance on its deferred income tax assets if it is not more likely than not that these deferred income tax assets will be realized.

The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. As of December 31, 2019, and 2018, the Company has not recorded any unrecognized tax benefits.

The components of the Company’s net deferred tax assets at December 31 are as follows:

	December 31,
	2019			2018
Net operating loss carryforward	$	441,000		$	331,000
Unrealized investment losses		—			52,000
Deferred tax assets		441,000			383,000
Valuation allowance		(441,000	)		(383,000	)
	$	—		$	—

At December 31, 2019 the Company had net operating loss carry forwards of approximately $2,100,000 for federal and state purposes.

The reconciliation of the federal income tax rate and the Company’s tax provision (benefit) is as follows:

	Year Ended
	December 31,
	2019			2018
Provision (benefit) computed using the statutory rate	$	(110,000	)	$	(153,000	)
Temporary differences		52,000			(52,000	)
Change in valuation allowance		58,000			205,000
	$	—		$	—

NOTE 5. STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock

The Company has created one class of preferred stock, which has been designated “Preferred Series A”. The Company has designated 50,000,000 shares of Preferred Series A, of which 50,000,000 have been authorized, of which 30,000,000 shares have been issued and are outstanding. Holders of Preferred Series A shares hold rights to vote on all matter requiring a Stockholder vote at 100 common shares vote equivalent for each share of Preferred Series A held. As of the date of this filing, our CEO, CFO, board chair and sole director, Julia Otey-Raudes, is the sole holder of the 30,000,000 Preferred Series A shares outstanding. Holders of Preferred Series A have no liquidation rights that are superior to common Stockholders.

Common Stock

The Company has 500,000,000 shares of $0.001 par value common stock authorized. On July 1, 2018, the Company approved a reverse split of its common stock in a ratio of 1:1,000. The reverse split of the Company’s common stock was effective August 29, 2018. All share and per share information has be retroactively adjusted to give effect to the reverse stock split.

On September 11, 2018, the Company issued 67 shares to a consultant for $0.09 per share valued at $6 for services.

On November 1, 2018, the Company issued 1,000,000 shares to a consultant for $0.08 per share valued at $100,000 for services.

On December 13, 2018, the Company issued 1,000,000 shares to a consultant for $0.235 per share valued at $235,000 for services.

On October 14, 2019, the Company issued 50,000,000 shares for the conversion of a $4,902 convertible notes.

NOTE 6. RELATED PARTY TRANSACTIONS

On March 1, 2016, the Company executed two convertible notes of $4,901.96 each with former executives of the Company. These notes are each convertible into 50,000,000 shares of common stock. These notes are non-interest bearing. On October 14, 2019, one of these notes converted into common stock.

On August 25, 2020, the Company signed a Master Outsourcing Contract Manufacturing Agreement with Eco-Gen, pursuant to which the Company, as Manufacturer, will produce products for Eco-Gen, as Buyer. The Master Outsourcing Contract Manufacturing Agreement with Eco-Gen is a related party transaction insofar as our CEO and controlling Stockholder, Julia Otey-Raudes, is a director of Eco-Gen.

NOTE 7. CONVERTIBLE NOTES

On December 9, 2019, the Company executed a convertible note with Pinnacle Consulting Services Inc. for $40,000 due on June, 9, 2020. This note bears interest at 5% per annum, which is convertible into shares of the Company’s common stock.

The Note is convertible (in whole or in part), at the option of the Holder, into such number of fully paid and non-assessable shares of common stock as is determined by dividing that portion of the outstanding principal balance under this Note by the Conversion Price, which is a 35% discount of the lowest reported sale price of the common stock for the 15 trading days immediately prior to the date of conversion.

The Company determined that the conversion option in the note met the definition of a liability in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock. The Company bifurcated the embedded conversion option in the note once the note becomes convertible and account for it as a derivative liability.

The Company valued the conversion features using the Black Scholes valuation model. The fair value of the derivative liability amounted to $61,073 upon inception, with $21,538 recognized as a debt discount, and $60,658 at December 31, 2019. Interest expense consisted of $3,413 in amortization of the debt discount and $159 in accrued interest.

NOTE 8. INVESTMENTS

On September 17, 2018, a contribution of 20,000,000 common shares of Marijuana Company of America, Inc. (OTC: MCOA) was made to the Company. The shares were valued at $600,000, the fair value of the shares on contribution date. The shares were classified as trading securities as the intention of the Company was to sell these shares and all shares were sold within six months of contribution. The following summarizes the activity of the investments.

Fair value, contribution date	$	600,000
Sale of securities		(150,000	)
Unrealized loss		(52,067	)
Fair value, December 31, 2018	$	397,933
Sale of securities		(397,933	)
Fair value, December 31, 2019	$	—

The Company recognized losses of $56,250 and $259,186 for the years ended December 31, 2018 and 2019, respectively.

NOTE 9. SUBSEQUENT EVENTS

On July 23, 2020, our Board of Directors created a class of preferred stock, designated “Series B Convertible Preferred Stock”, by filing an amendment to the Company’s existing certificate of designations that reduced the Company’s designated Series A Preferred by one million shares and created one million shares of Series B Convertible Preferred Stock, and renamed the Company’s Preferred Series A preferred shares as “Series A Convertible Preferred Stock”. As a result, the Company now has 50,000,000 authorized shares of preferred stock, designated as 49,000,000 shares of Series A Convertible Preferred Stock, of which 30,000,000 shares have been issued and are outstanding, and 1,000,000 shares of Series B Convertible Preferred Stock, of which no shares are issued or outstanding. For complete information on the Company’s authorized capital stock, please see “Description of Securities,” beginning on page 28.

INTERIM FINANCIAL STATEMENTS

The following tables set forth our most recent interim financial statements. Our unaudited quarterly results of operations data have been prepared on the same basis as our audited financial statements included elsewhere in this Prospectus. In the opinion of management, the financial information set forth in the table below reflects all normal recurring adjustments necessary for the fair statement of results of operations for these periods in accordance with generally accepted accounting principles in the United States. Our historical results are not necessarily indicative of the results that may be expected in the future and the results of a particular quarter or other interim period are not necessarily indicative of the results for a full year. This data should be read in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes included elsewhere in this Prospectus.

ECO INNOVATION GROUP, INC.
Unaudited Interim Condensed Consolidated Balance Sheets
As of June 30, 2020 and December 31, 2019
(Amounts Expressed in United States Dollars, Except for Share Amounts)

		June 30, 2020			December 31, 2019
		(Unaudited)			(Audited)
ASSETS
Current Assets
Cash and cash equivalents	$	21,007		$	246
Accounts receivable- net		—			—
Total Current Assets		21,007			246

Other Assets
Investment in Marijuana Company of America		—			—
Deposits and other assets		8,000			8,000
Total Other Assets		8,000			8,000
Total Assets	$	29,007		$	8,246

Liabilities and Stockholders' Equity (Deficit)
Current Liabilities
Accounts Payable and accrued expenses		58,124			1,797
Convertible Notes Payable		50,336			21,875
Derivative liabilities		85,494			60,658
Convertible Notes Payable Related party		4,875			4,902
Related Party Loans		15,000			15,000
Total Current Liabilities		213,829			104,232

Total Liabilities		213,829			104,232

Stockholders' Equity
Preferred stock, par value $0.001, authorized 50,000,000 shares,
issued and outstanding 30,000,000 shares		30,000			30,000
Common stock, par value $0.001, authorized 500,000,000 shares,
issued and outstanding 135,930,680 and 54,830,680 shares at
June 30, 2020 and Dec 31, 2019, respectively		135,931			54,831
Additional paid-in capital		4,883,002			1,919,059
Accumulated deficit		(5,233,755	)		(2,099,876	)
Total Stockholders' Equity (Deficit)		(184,822	)		(95,986	)

TOTAL LIABILITIES and Stockholders' Equity (Deficit)	$	29,007		$	8,246

See the accompanying notes to these unaudited consolidated financial statements

ECO INNOVATION GROUP, INC.
Unaudited Interim Condensed Consolidated Statements of Operations
Three and Six Months Ended June 30, 2020 and 2019
(Amounts Expressed in United States Dollars, Except Share Amounts)

		For the Three Months Ended						For the Six Months Ended
		June 30			June 30			June 30			June 30
		2020			2019			2020			2019
Revenue
Sales		—			—			—			—

Operating Expenses
General and Administrative		4,519			16,578			47,166			17,772
Development and Manufacture Expenses		650,000			—			650,000			—
Executive Compensation		260,000			—			260,000			—
Consulting Fee		2,130,750			—			2,130,750			—
Total Operating Expense		3,045,269			16,578			3,087,916			17,772

Operating Loss		(3,045,269	)		(16,578	)		(3,087,916	)		(17,772	)

Other Income (Expenses)
Derivative expense		(39,629	)		—			8,500			—
Interest expense		(39,681	)		—			(54,463	)		—
Total Other Income (Loss)		(79,310	)		—			(45,963	)		—

Net Income	$	(3,124,579	)	$	(16,578	)	$	(3,133,879	)	$	(17,772	)

Basic & Diluted Loss per common shares	$	(0.03	)	$	(0.00	)	$	(0.03	)	$	(0.00	)

Weighted Average common shares Outstanding		100,066,944			54,830,680			100,066,944			54,830,680

See the accompanying notes to these unaudited consolidated financial statements

ECO INNOVATION GROUP, INC.
Unaudited Interim Condensed Consolidated Statements of Changes in Stockholders’ Equity
Six Months Ended June 30, 2020 and 2019
(Amounts Expressed in United States Dollars)
	Preferred Stock			Common Stock				Additional Paid-in			Accumulated			Total
	Shares		Amount	Shares		Amount		Capital			Deficit			Equity

Balance, December 31, 2019	30,000,000	$	30,000	54,830,680	$	54,831	$	1,919,059		$	(2,099,876	)	$	(95,986	)
Net loss for the three months ended Jun 30, 2020	—		—	—		—					(9,300	)		(9,300	)
Balance, June 30, 2020	30,000,000		30,000	54,830,680		54,831		1,919,059			(2,109,176	)		(105,286	)

Common Stock issued for services rendered	—		—	56,100,000		56,100		2,961,650			—			3,017,750
Common stock issued for conversion of notes payable	—		—	25,000,000		25,000		(22,549	)		—			2,451
Discount on Convertible notes	—		—	—		—		24,842			—			24,842
Net loss for the three months ended June 30, 2020	—		—	—		—					(3,124,579	)		(3,124,579	)
Balance, June 30, 2020	30,000,000	$	30,000	135,930,680	$	135,931	$	4,883,002		$	(5,233,755	)	$	(184,822	)

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

ECO INNOVATION GROUP, INC.
Unaudited Interim Condensed Consolidated Statements of Cash Flows
Six Months Ended June 30, 2020 and 2019
(Amounts Expressed in United States Dollars)

		For the Six Months Ended
		June 30,
		2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(3,133,879	)	$	(17,772	)
Adjustments to reconcile net loss to net cash
used by operating activities:
Amortization of debt discount		19,803			—
Interest expense on derivative issuance		33,336			—
Derivative (gain) loss		(8,500	)		—
Stock based compensation		3,017,750			—
Changes in operating assets and liabilities
Increase (decrease) in accounts payable and accrued expenses		56,327			17,863
Net cash used by operating activities		(15,163	)		91


CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible debenture		33,500			—
Proceeds from convertible notes payable, related party		2,424			—
Net cash provided by financing activities		35,924			—

Change in cash		20,761			91
Cash, beginning of year		246			—
Cash, end of year	$	21,007		$	91
Non-Cash transactions
Common stock issued for conversion of notes payable	$	2,451		$	—

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

ECO INNOVATION GROUP, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(Amounts Expressed in United States Dollars, Except Where Stated Otherwise)

NOTE 1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

Nature of Business

Eco Innovation Group, Inc. (the “Company”), was originally incorporated March 5, 2001 as Dig-It Underground, Inc., a Nevada corporation that initially operated as an underground cable contractor. On September 29, 2008, the Company entered into a share exchange agreement with Haydin Group Enterprises, a sole proprietorship, and concurrently resolved to wind down its cable installation business.

On August 30, 2012, the Company acquired the Haydin Group Enterprises as a wholly owned subsidiary of the Company through a share exchange agreement wherein the Company issued f if ty million shares of its common stock in exchange for all of the legal right title and interest in the assets of Haydin Group Enterprises. Haydin Group Enterprises owned a chain of high-end beauty salons that focused on skin and hair care and nail care. Haydin also promoted sales of beauty supplies and products and sold to other salons in Texas. The Haydin beauty salons retained highly trained experienced cosmetologists who had a long history with the business. Concurrently, the Company discontinued its business with Get Down Art, LLC and resolved to unwind that acquisition.

On January 5, 2016, the Company acquired Expressions Property Limited, LP, a Texas limited partnership and Expressions Chiropractic and Rehab Center, PA pursuant to share exchange agreements. These acquisitions allowed the Company to enter the natural healing and chiropractic business in Cedar Hill and North Richland Hills, Texas.

On July 1, 2018, the Company approved a reverse split of its common stock in a ratio of 1:1,000; a change of the Company’s name to Eco Innovation Group, Inc.; and the change of the Company’s trading symbol. The reverse split of the Company’s common stock was effective August 29, 2018. The Company was an innovation incubator platform from 2018 until early 2020 that focusing on developing a more af fordable, fire, hurricane and earthquake resilient steel framing system.

On August 19, 2019, the Company incorporated Steel Hemp Homes Inc. in the state of California as a wholly owned subsidiary.

On December 31, 2019, the Company filed an increase in authorized shares with the Secretary of State of Nevada. The total authorized common shares are increased to 500,000,000 with a par value $0.001. On February 12, 2020, Julie Otey-Raudes was appointed as CEO and President of the Company upon John English’s resignation. She also acquired 30,000,000 shares of Series A Preferred Stock, which represent all of the outstanding preferred stock of the Company.

The Company’s plan is to initially develop a revolutionary Power Booster for your home and office that will reduce electric bills and other energy saving related technologies. The Company anticipates Joint Ventures in the sustainable renewable energy field.

Accounting policies and procedures are listed below. The Company has adopted a December 31 year-end.

Accounting Basis

The Company has prepared the financial statements in accordance with accounting principles generally accepted in the United States of America (GAAP).

Use of Estimates

Consolidation

The consolidated financial statements include the accounts of the Company and its’ wholly owned subsidiary, Steel Hemp Homes Inc. All intercompany transactions have been eliminated in consolidation.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less as cash equivalents. As of June 30, 2020, and December 31, 2019, the Company had cash or cash equivalent balances in excess of federally insured amounts. The Company’s policy is to invest excess funds in only well capitalized financial institutions.

Earnings per share

The Company has not issued any options or warrants or similar securities since inception.

Marketable Securities

The Company’s investment in marketable securities are classified as trading and are carried at fair value.

Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates its’ financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the f air value reported in the statements of operations. The Company used a Black Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 establishes a three-tier f air value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

· Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

· Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

· Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The following summarizes the fair value of assets and liabilities measured on a recurring basis:

June 30, 2020
		Level 1		Level 2		Level 3		Total
Assets
Investments	$	—	$	—	$	—	$	—
Liabilities
Derivative liability	$	—	$	—	$	85,494	$	85,494

December 31, 2019
		Level 1		Level 2		Level 3		Total
Assets
Investments	$	—	$	—	$	—	$	—
Liabilities
Derivative liability	$	—	$	—	$	60,658	$	60,658

Stock-Based Compensation

Stock-based compensation is computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718. FASB ASC 718 requires all share-based payments to employees and non-employees be recognized as compensation expense in the consolidated financial statements based on their f air values. The expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). As of June 30, 2020, and 2019, the Company has not formed a Stock Option Plan and has not issued any options.

Fixed Assets

Income Taxes

The provision for income taxes is the total of the current taxes payable and the net of the change in the def erred income taxes. Provision is made for the def erred income taxes where differences exist between the period in which transactions affect current taxable income and the period in which they enter into the determination of net income in the financial statements.

Advertising

Advertising is expensed when incurred.

Revenue Recognition

Effective January 1, 2018, the Company recognizes revenue in accordance with Accounting Standards Codification 2014- 09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific revenue recognition guidance throughout the Industry Topics of the Accounting Standards Codification. The updated guidance states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also provides for additional disclosures with respect to revenues and cash f lows arising from contracts with customers. The standard will be effective f or the first interim period within annual reporting periods beginning after December 15, 2017, and the Company adopted the standard using the modified retrospective approach effective January 1, 2018.

At the time of each transaction, management assesses whether the fee associated with the transaction is fixed or determinable, and whether or not collection is reasonably assured. The assessment of whether the fee is fixed or determinable is based upon the payment terms of the transaction. Collectability is assessed based on a number of factors, including past transaction history with the client and the creditworthiness of the client.

The Company had no revenues during the three and six months ended June 30, 2020 and 2019.

NOTE 2. GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statements, the Company had net losses during the years ended December 31, 2018, 2019 and quarter ended June 30, 2020 and an accumulated deficit at June 30, 2020. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. Management’s plans are to obtain additional financing in the debt and equity markets while it develops its business model. The Company’s existence is dependent upon management’s ability to develop profitable operations and to obtain additional funding sources. There can be no assurance that the Company’s financing efforts will result in profitable operations or the resolution of the Company’s liquidity problems. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

NOTE 3. RECENTLY ISSUED ACCOUNTING STANDARDS

NOTE 4. PROVISION FOR INCOME TAXES

Def erred income tax assets and liabilities are determined based on the estimated future tax effects of net operating loss and credit carry forwards and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The Company records an estimated valuation allowance on its def erred income tax assets if it is not more likely than not that these def erred income tax assets will be realized.

The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. As of June 30, 2020, and December 31, 2019, the Company has not recorded any unrecognized tax benefits.

NOTE 5. STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock

The Company has two classes of shares of preferred stock, designated “Series A Convertible Pref erred Stock” and “Series B Convertible Pref erred Stock”. The Company has designated 49,000,000 shares of Series A Convertible Pref erred Stock, of which 30,000,000 shares have been issued and are outstanding. Holders of Series A Convertible Pref erred Stock hold rights to vote on all matter requiring a Stockholder vote at 100 common shares vote equivalent for each share of Series A Convertible Pref erred Stock held. As of the date of this filing, our CEO, CFO, board chair and sole director, Julia Otey-Raudes, is the sole holder of the 30,000,000 Series A Convertible Preferred Stock outstanding. As of August 14, 2020, the filing date of this Prospectus, there are no shares of Series B Convertible Pref erred Stock issued or outstanding.

Common Stock

On September 11, 2018, the Company issued 67 shares to a consultant for $0.09 per share valued at $6 for services.

On November 1, 2018, the Company issued 1,000,000 shares to a consultant for $0.08 per share valued at $100,000 for services.

On December 13, 2018, the Company issued 1,000,000 shares to a consultant for $0.235 per share valued at $235,000 for services.

On October 14, 2019, the Company issued 50,000,000 shares for the conversion of a $4,902 convertible note.

On May 18, 2020, the company issued 8,000,000 shares to a consultant for $0.098 per share valued at $784,000 for services.

On May 26, 2020, the company issued 25,000,000 shares to its former Chief Executive Officer John English for the conversion of a $2,451 convertible note.

On June 26, 2020, the company issued 12,500,000 shares to Pinnacle Consulting Services for $0.099 per share valued at $1,248,750 for consulting services

On June 26, 2020, the company issued 10,000,000 shares to its Chief Executive Officer Julia Otey -Raud es for $0.026 per share valued at $260,000 for compensation

On June 26, 2020, the company issued 25,000,000 shares to Bellagio IP Trust for $0.026 per share valued at $650,000 for services in development of the Power Booster technology.

On June 26, 2020, the company issued 600,000 shares to Tabular Investments, LLC for $0.125 per share valued at $75,000 for services.

NOTE 6. RELATED PARTY TRANSACTIONS

On March 1, 2016, the Company executed two convertible notes of $4,902 each with former executives of the Company. These notes are each convertible into 50,000,000 shares of common stock. These notes are non-interest bearing. On October 14, 2019, one of these notes converted into common stock.

The Company has a $12,500 loan due to Robert L. Hymers III. The loan bears interest at 10% per annum and is convertible to 5,000,000 shares with a 4.99% equity blocker upon demand. The Company also has a $21,000 loan to Robert L. Hymers III which bears interest at 10% and is convertible at an exercise price of 65% of the lowest traded price of the Company’s stock for the 15 days prior to conversion. The Company also has a $40,000 loan due to Robert L. Hymers III which bears interest at 10% and is convertible at an exercise price of 65% of the lowest traded price of the Company’s stock for the 15 days prior to conversion.

NOTE 7. CONVERTIBLE NOTES

On December 9, 2019, the Company executed a convertible note with Pinnacle Consulting Services Inc. for $40,000 which matured on June, 9, 2020. This note bears interest at 5% per annum, which is convertible into shares of the Company’s common stock.

In May 2016, a consultant was awarded the right to receive 100,000,000 shares of common stock. In May 2018, this right was assigned to Heritage Funding, Inc. and John English equally in exchange for $9,9038 to be paid by the Company. The promissory note was convertible into 100,000,000 shares of common stock at a fixed price of $0.0009. In October 2019, Heritage Funding entered into a private transaction to sell the right to 45,000,000 of its 50,000,000 shares to Blue Ridge Enterprises. Also, in October 2019, Blue Ridge Enterprises and Heritage Funding converted principal into 45,000,000 and 5,000,000 shares of common stock, respectively. In May 2020, Robert L. Hymers purchased half of the remaining convertible promissory note and its related conversion rights from John English in a private transaction. In May 2020, John English converted principal of $2,451 into 25,000,000 shares of common stock. The remaining principal balance owed to Robert L. Hymers of $2,451 is convertible into 25,000,000 shares of stock at June 30, 2020.

On May 12, 2020, the Company executed a convertible note with Pinnacle Consulting Services Inc. for $12,500 due on May 12, 2021. This note bears interest at 10% per annum and is convertible (in whole or in part), at the option of the Holder, into such number of fully paid and non-assessable shares of common stock as is determined by dividing that portion of the outstanding principal balance under this Note by the Conversion Price, which is fixed at $0.0025 per share.

On June 30, 2020, the Company executed a convertible note with Pinnacle Consulting Services Inc. for $21,000 due on June 30, 2021. This note bears interest at 10% per annum and is convertible (in whole or in part), at the option of the Holder, into such number of fully paid and non-assessable shares of common stock as is determined by dividing that portion of the outstanding principal balance under this Note by the Conversion Price, which is a 35% discount of the lowest reported sale price of the common stock for the 15 trading days immediately prior to the date of conversion.

The Company determined that the conversion options in the certain of the notes discussed above met the definition of a liability in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock. The Company bifurcated the embedded conversion option in the note once the note becomes convertible and account for it as a derivative liability.

During the year ended December 31, 2019, the Company valued the conversion features using the Black Scholes valuation model and recognized a new derivative liability with a f air value of $60,658, and a beneficial conversion feature of $21,538 recognized as debt discount. During the six months ended June 30, 2020, the f air value of new derivative liabilities on the new issuance of debt amounted to $33,336 upon inception, with a beneficial conversion feature of $12,342 recognized. The Derivative liability had a f air value of $85,494 as of June 30, 2020 The Company recognized a loss on the change in f air value of the derivative liability of $39,629 during the six months ended June 30, 2020. The Black Scholes valuation model included inputs of volatility of between 400% and 739%, a dividend yield of 0%, risk free rate of 0.16%-0.18% and a term of between 0.5 years and one year.

As of June 30, 2020, and December 31, 2019, unamortized debt discount was $23,164 and $18,125, respectively. During the six months ended June 30, 2020, the Company amortized debt discount of $19,803 to interest expense. Accrued interest on convertible notes was $1,324 as of June 30, 2020.

NOTE 8. SUBSEQUENT EVENTS

On August 6, 2020, the Company amended its articles of incorporation with an effective date of July 23, 2020, to create a new class of preferred stock, designated the “Series B Convertible Pref erred Stock” and to rename the existing preferred stock as the “Series A Convertible Pref erred Stock”. As a result, the Company has two classes of shares of preferred stock, designated “Series A Convertible Pref erred Stock” and “Series B Convertible Pref erred Stock”. The Company has designated 49,000,000 shares of Series A Convertible Pref erred Stock, of which 30,000,000 shares have been issued and are outstanding. Holders of Series A Convertible Pref erred Stock hold rights to vote on all matter requiring a Stockholder vote at 100 common shares vote equivalent for each share of Series A Convertible Pref erred Stock held. As of the date of this filing, our CEO, CFO, board chair and sole director, Julia Otey-Raudes, is the sole holder of the 30,000,000 Series A Convertible Pref erred Stock outstanding. As of August 24, 2020, the filing date of this Prospectus, there are no shares of Series B Convertible Pref erred Stock issued or outstanding.

On June 29, 2020, the Company executed a stock purchase agreement with Pinnacle Consulting Services, Inc., whereby the Company sold 4,000,000 shares of the Company’s common stock at a price of $0.05 per share, in exchange for a cash payment of $20,000.00, received on August 14, 2020. According to the stock purchase agreement, the issuance of the shares must take place within 5 days from performance, or no later than August 19, 2020. Pursuant to the stock purchase agreement, the common shares have registration rights.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a Registration Statement on Form S-1 under the Securities Act, and the rules and regulations promulgated thereunder, with respect to the common stock offered hereby. This Prospectus, which constitutes a part of the Registration Statement, does not contain all of the information set forth in the Registration Statement and the exhibits thereto. While we have summarized the material terms of all agreements and exhibits included in the scope of this Registration Statement, for further information regarding the terms and conditions of any exhibit, reference is made to such exhibits. Upon effectiveness of this Prospectus, we will be subject to the reporting and other requirements of Section 15(d) of the Securities Exchange Act of 1934 and will file periodic reports with the Securities and Exchange Commission, including a Form 10-K for the year ended December 31, 2020 and periodic reports on Form 10-Q during that period, if applicable. We will make available to our Stockholders annual reports containing financial statements audited by our independent auditors and our quarterly reports containing unaudited financial statements for each of the first three quarters of each year; however, we will not send the annual report to our Stockholders unless requested by an individual Stockholder.

For further information with respect to us and the common stock, reference is hereby made to the Registration Statement and the exhibits thereto, which may be inspected and copied at the principal office of the SEC, 100 F Street NE, Washington, D.C. 20549, and copies of all or any part thereof may be obtained at prescribed rates from the Commission’s Public Reference Section at such addresses. Also, the SEC maintains a website at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. To request such materials, please contact Julia Otey-Raudes, our Chief Executive Officer.

PROSPECTUS

Eco Innovation Group, Inc.

16525 Sherman Way, Suite C-1

VAN NUYS, CA 91406

(747-224-2453)

50,000,000 SHARES OF COMMON STOCK

DEALER PROSPECTUS DELIVERY OBLIGATION

Until February 28, 2021, all dealers that effect transactions in these securities, whether or not participating in this Offering, may be required to deliver a Prospectus. This is in addition to the dealers’ obligation to deliver a Prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

September 16, 2020

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the costs and expenses payable by us in connection with the issuance and distribution of the securities being registered hereunder. The Selling Stockholder will bear no expenses associated with this offering except for any broker discounts and commissions or equivalent expenses and expenses of the Selling Stockholder’s legal counsel applicable to the sale of its Shares. All of the amounts shown are estimates, except for the SEC registration fees.

Item	Amount to be paid

SEC registration fee	$	519.20
Legal fees and expenses	$	2,500.00
Accounting fees and expenses	$	3,000.00
Miscellaneous fees and expenses	$	0
Total	$	6,019.20

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

	·	for any breach of the director’s duty of loyalty to the Company or its Stockholders;

	·	for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of the law;

	·	under Nevada General Corporation Law for the unlawful payment of dividends; or

	·	for any transaction from which the director derives an improper personal benefit.

To the extent that our directors and officers are indemnified under the provisions contained in our bylaws, Nevada law or contractual arrangements against liabilities arising under the Securities Act, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Shares of common stock

Except as otherwise noted, the securities in these transactions were sold in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act for transactions not involving any public offering. Each of the persons acquiring the foregoing securities was an accredited investor (as defined in Rule 501(a) of Regulation D) and confirmed the foregoing and acknowledged, in writing, that the securities must be acquired and held for investment. All certificates evidencing the shares sold bore a restrictive legend. The Company took reasonable steps to verify that the investors were accredited investors. No underwriter participated in the offer and sale of these securities, and no commission or other remuneration was paid or given directly or indirectly in connection therewith.

The proceeds from these sales were used for general corporate purposes.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

Exhibit Index

Exhibit No.		Description
3.1*		Articles of Incorporation

3.2*		Certificate of Amendment to Articles of Incorporation

3.3*		Certificate of Amendment to Articles of Incorporation

3.4*		Bylaws

4.1*		Reference is made to Exhibits 3.1 to 3.4.

4.2*		Debt Purchase Agreement, dated May 10, 2018, by and between John English and Robert L. Hymers, III.

4.3*		Convertible Promissory Note, dated December 2, 2019, issued to Pinnacle Consulting Services, Inc.

4.4*		Convertible Promissory Note, dated May 12, 2020, issued to Pinnacle Consulting Services, Inc.

4.5*		Convertible Promissory Note, dated June 30, 2020, issued Pinnacle Consulting Services, Inc.

5.1*		Opinion of Independent Law PLLC

10.1*		Master Outsourcing Contract Manufacturing Agreement, dated August 25, 2020, between Eco Innovation Group, Inc., as Manufacturer, and Eco-Gen Energy, Inc., as Buyer.

10.2*		Master Exclusive Licensing, Marketing, Distribution and Sales Agreement, dated June 16, 2020 between Bellagio IP Trust and Eco Innovation Group, Inc.

10.3*		Consulting Agreement, dated December 2, 2019, by and between Eco Innovation Group, Inc. and Pinnacle Consulting Services, Inc.

10.4*		Independent Consulting Agreement, dated June 20, 2020, by and between Eco Innovation Group, Inc. and Pinnacle Consulting Services, Inc., as Consultant.

10.5*		Preferred Stock Purchase Agreement, dated February 12, 2020, by and between John English and Heritage Funding, Inc., as Sellers, and Julia Otey as Purchaser.

10.6*		Stock Purchase Agreement, dated October 10, 2019, by and between Heritage Funding, Inc., as Seller, and John English, as Buyer.

10.7*		Stock Purchase Agreement, dated February 12, 2020, by and between Blue Ridge Enterprises, LLC, as Seller, and Eco-Gen Energy, Inc., as Buyer.

10.8*		Resignation Letter of John English, dated February 12, 2020.

10.9*		Lock-up and Leak-out Agreement, dated June 19, 2020, by and between John English and Eco Innovation Group, Inc.

10.10*		Executive Employment Agreement, dated May 1, 2020, by and between Julia Otey-Raudes and Eco Innovation Group, Inc.

10.11*		Independent Consulting Agreement, dated June 20, 2020, by and between Tabular Investments, LLC, as Consultant, and Eco Innovation Group, Inc.

23.1*		Consent of Boyle CPA, LLC

23.2*		Consent of Independent Law PLLC (included in Exhibit 5.1)
* Filed herewith. ** In accordance with Rule 406T of Regulation S-T, this information is deemed not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

ITEM 17. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1.) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i.) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii.) To reflect in the Prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(iii.) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2.) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3.) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and

(4.) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5.) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a Direct Public Offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i.) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii.) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii.) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv.) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Van Nuys, State of California, on September 16, 2020.

	By:	/s/ Julia Otey-Raudes
		Julia Otey-Raudes
		Chief Executive Officer and Chief Financial Officer
		(Principal Executive and Financial Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Julia Otey-Raudes as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) under the Securities Act of 1933 increasing the number of securities for which registration is sought), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact, proxy, and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Julia Otey-Raudes

Chief Executive Officer, Chief Financial Officer and Chairperson
(Principal Executive and Financial Officer)

September 16, 2020

CONVERTIBLE PROMISSORY NOTE

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 COMPANY OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT THIS NOTE MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.

Dated: May 12, 2020

USD $12,500.00

ECO INNOVATION GROUP INC

Convertible Promissory Note

For value received, Eco Innovation Group Inc., a Nevada corporation (the “Company”), hereby promises to pay to the order of Robert L. Hymers III. (together with his successors, representatives, and permitted assigns, (collectively, the “Holder”), in accordance with the terms hereinafter provided, up to an aggregate of Twelve Thousand Five Hundred Dollars ($12,500.00) (the “Principal Amount”). The Principal Amount outstanding shall be due and payable on the date that is twelve months from the Issuance Date.

The due date of any outstanding Principal Amount and interest are referred to herein as the “Maturity Date”, respectively.

All payments under or pursuant to this Note refer to and shall be made in United States Dollars in immediately available funds to the Holder at the address of the Holder first set forth above or at such other place as the Holder may designate from time to time in writing to the Company or by wire transfer of funds to the Holder.

ARTICLE I

Section 1.1 Interest. Beginning on the issuance date of this Note (the “Issuance Date”), the outstanding principal balance of this Note shall bear interest in arrears at a rate per annum equal to ten percent (10%) accruing on a 12-month basis commencing on the Issuance Date, which shall consist of the prepaid interest referred to above, which, at the option of the Holder, may be converted to shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) on the same terms as the Note.

Section 1.2 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 Nevada, 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.

Section 1.3 Transfer. This Note may be transferred or sold, subject to the provisions outlined herein, or pledged, hypothecated or otherwise granted as security by the Holder.

Section 1.4 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 Company shall issue a new Note, of like tenor and amount, in lieu of such lost, stolen, destroyed or mutilated Note.

ARTICLE II

EVENTS OF DEFAULT; REMEDIES

Section 2.1 Events of Default. The occurrence of any of the following events shall be an “Event of Default” under this Note:

(a) the Company shall fail to make the payment of any amount of principal outstanding on the date such payment is due hereunder;

(b) the Company shall fail to make any payment of interest for a period of three (3) days after the date such interest is due;

(c) the suspension from listing, without subsequent listing on any one of, or the failure of the Common Stock to be listed on at least one of the OTC Bulletin Board, Nasdaq SmallCap Market, Nasdaq National Market, American Stock Exchange or The New York Stock Exchange, Inc. for a period of five (5) consecutive Trading Days;

(d) the Company’s notice to the Holder, including by way of public announcement, at any time, of its inability to comply or its intention not to comply with proper requests for conversion of this Note into shares of Common Stock;

(e) the Company shall fail to (i) timely deliver the shares of Common Stock upon conversion of the Note or any accrued and unpaid interest, or (ii) make the payment of any fees and/or liquidated damages under this Note;

(f) any material representation or warranty made by the Company herein or in the Purchase Agreement or any other Transaction Document shall prove to have been false or incorrect or breached in a material respect on the date as of which made;

(g) the Company shall (A) 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 (B) 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;

(h) the Company 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;

(i) a proceeding or case shall be commenced in respect of the Company, 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 Company or (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 un-dismissed, or un-stayed 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 Company or action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing shall be taken with respect to the Company and shall continue un-dismissed, or un-stayed and in effect for a period of sixty (60) days; or

(j) the failure of the Company to instruct its transfer agent to remove any legends from shares of Common Stock eligible to be sold under Rule 144 of the Securities Act and issue such un- legended certificates to the Holder within five (5) business days of the Holder’s request so long as the Holder has provided reasonable assurances and opinions of counsel to the Company that such shares of Common Stock can be resold pursuant to Rule 144; or

(k) the failure of the Company to pay any amounts due to the Holder herein within three (3) business days of receipt of notice to the Company.

Section 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 Company; (b) demand that the principal amount of this Note then outstanding shall be converted into shares of Common Stock at a Conversion Price (as defined in Section 3 hereof).

ARTICLE III

CONVERSION; ANTIDILUTION; CONVERSION LIMITATIONS PREPAYMENT

Section 3.1 Conversion and Fixed Conversion Price. At any time, at the option of the Holder, the Principal Amount of this Convertible Note, may be converted into shares of the Company's common stock, $0.001 par value (the "Common Stock"), at the Holder’s discretion. The number of shares of Common Stock that this Convertible Note or any portion hereof shall be converted into is based upon the conversion price of one quarter of one cent ($0.0025) per share (the “Conversion Price”) and shall be determined by dividing the outstanding Principal Amount, or any partial amount thereto, of the Convertible Note being converted, by the Conversion Price (the "Conversion Shares"). Any request by Holder to convert must be accompanied by a written notice in the form attached hereto thatthe Holder hereof elects to convert this Convertible Note, or a specified portion hereof, which notice shall also state the name or names (with address or addresses) in such Common Stock shall be issued. No fractional shares will be issued upon any such conversion, but the Company shall make adjustment therefor in cash, or by rounding to the nearest whole share. In the event of conversion of this Convertible Note in part only, a new Convertible Note or Convertible Notes for the unconverted portion hereof will be issued in the name of the Holder upon the cancellation of this Convertible Note.

Section 3.2 Stock Splits. The Fixed Conversion Price shall be protected against all and any stock splits and shall adjusted in the event of any such stock split.

Section 3.3 Conversion Limitations. In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 4.99% of the outstanding shares of the Common Stock of the Company (which may be increased up to 9.9% upon 61 days prior written notice by the Investor).

Section 3.3 Mechanics of Conversion.

(a) Not later than three (3) Trading Days after any Conversion Date, the Company or its designated transfer agent, as applicable, shall issue and deliver to the Depository Trust Company (“DTC”) account on the Holder’s behalf via the Deposit Withdrawal Agent Commission System (“DWAC”) as specified in the Conversion Notice, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. In the alternative, not later than three (3) Trading Days after any Conversion Date, the Company shall deliver to the applicable Holder by express courier a certificate or certificates which shall be free of restrictive legends and trading restrictions representing the number of shares of Common Stock being acquired upon the conversion of this Note (the “Delivery Date”). Notwithstanding the foregoing to the contrary, the Company or its transfer agent shall only be obligated to issue and deliver the shares to the DTC on the Holder’s behalf via DWAC (or certificates free of restrictive legends) if such conversion is in connection with a sale and the Holder has complied with the applicable prospectus delivery requirements. If in the case of any Conversion Notice such certificate or certificates are not delivered to or as directed by the applicable Holder by the Delivery Date, the Holder shall be entitled by written notice to the Company at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Company shall immediately return this Note if tendered for conversion, whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3(b) and (c) shall be payable through the date notice of rescission is given to the Company.

(b) The Company understands that a delay in the delivery of the shares of Common Stock upon conversion of this Note beyond the Delivery Date could result in economic loss to the Holder. If the Company fails to deliver to the Holder such shares via DWAC or a certificate or certificates pursuant to this Section hereunder by the Delivery Date, the Company shall pay to such Holder, in cash, an amount per Trading Day for each Trading Day until such shares are delivered via DWAC or certificates are delivered, together with interest on such amount at a rate of 10% per annum, accruing until such amount and any accrued interest thereon is paid in full, equal to the greater of (A) (i) 1% of the aggregate principal amount of the Note requested to be converted for the first five (5) Trading Days after the Delivery Date and (ii) 2% of the aggregate principal amount of the Note requested to be converted for each Trading Day thereafter and (B) $2,000 per day (which amount shall be paid as liquidated damages and not as a penalty). Nothing herein shall limit a Holder’s right to pursue actual damages for the Company’s failure to deliver certificates representing shares of Common Stock upon conversion within the period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief). Notwithstanding anything to the contrary contained herein, the Holder shall be entitled to withdraw a Conversion Notice, and upon such withdrawal the Company shall only be obligated to pay the liquidated damages accrued in accordance with this Section 3.3(b) through the date the Conversion Notice is withdrawn.

Section 3.4 Adjustment of Conversion Price.

(a) The Conversion Price shall be subject to adjustment from time to time as follows:

(i) Adjustments for Stock Splits and Combinations. If the Company shall at any time or from time to time after the Issuance Date, effect a stock split of the outstanding Common Stock, the applicable Conversion Price in effect immediately prior to the stock split shall be proportionately decreased. If the Company shall at any time or from time to time after the Issuance Date, combine the outstanding shares of Common Stock, the applicable Conversion Price in effect immediately prior to the combination shall be proportionately increased. Any adjustments under shall be effective at the close of business on the date the stock split or combination occurs.

(ii) Adjustments for Certain Dividends and Distributions. If the Company shall at any time or from time to time after the Issuance Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in shares of Common Stock, then, and in each event, the applicable Conversion Price in effect immediately prior to such event shall be decreased as of the time of such issuance or, in the event such record date shall have been fixed, as of the close of business on such record date, by multiplying, the applicable Conversion Price then in effect by a fraction:

(1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; and

(2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution.

(iii) Adjustment for Other Dividends and Distributions. If the Company shall at any time or from time to time after the Issuance Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in other than shares of Common Stock, then, and in each event, an appropriate revision to the applicable Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the holders of this Note shall receive upon conversions thereof, in addition to the number of shares of Common Stock receivable thereon, the number of securities of the Company which they would have received had this Note been converted into Common Stock on the date of such event and had thereafter, during the period from the date of such event to and including the Conversion Date, retained such securities (together with any distributions payable thereon during such period), giving application to all adjustments called for during such period under this Section with respect to the rights of the holders of this Note; provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

(iv) Adjustments for Reclassification, Exchange or Substitution. If the Common Stock issuable upon conversion of this Note at any time or from time to time after the Issuance Date shall be changed to the same or different number of shares of any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends, then, and in each event, an appropriate revision to the Conversion Price shall be made and provisions shall be made (by adjustments of the Conversion Price or otherwise) so that the Holder shall have the right thereafter to convert this Note into the kind and amount of shares of stock and other securities receivable upon reclassification, exchange, substitution or other change, by holders of the number of shares of Common Stock into which such Note might have been converted immediately prior to such reclassification, exchange, substitution or other change, all subject to further adjustment as provided herein.

(v) Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Issuance Date there shall be a capital reorganization of the or a merger or consolidation of the Company with or into another corporation where the holders of outstanding voting securities prior to such merger or consolidation do not own over fifty percent (50%) of the outstanding voting securities of the merged or consolidated entity, immediately after such of the Company’s properties or assets to any other person (an “Organic Change”), then as a part of such Organic Change an appropriate revision to the Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the Holder shall have the right thereafter to convert such Note into the kind and amount of shares of stock and other securities or property of the Company or any successor corporation resulting from Organic Change.

(vi) Issuance of Common Stock Equivalents. If the Company, at any time after the Issuance Date, shall issue any securities convertible into or exchangeable for, directly or indirectly, Common Stock (“Convertible Securities”), other than the Note, or any rights or warrants or options to purchase any such Common Stock or Convertible Securities, shall be issued or sold (collectively, the “Common Stock Equivalents”) and the aggregate of the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent, plus the consideration received by the Company for issuance of such Common Stock Equivalent divided by the number of shares of Common Stock issuable pursuant to such Common Stock Equivalent (the “Aggregate Per Common Share Price”) shall be less than the applicable Conversion Price then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall make the Aggregate Per Share Common Price be less than the applicable Conversion Price in effect at the time of such amendment or adjustment, then the applicable Conversion Price upon each such issuance or amendment shall be adjusted on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Company shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent. No adjustment of the applicable Conversion Price shall be made under this subsection (vii) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made to the exercise price of such warrants then in effect upon the issuance of such warrants or other rights pursuant to this subsection (vii). No adjustment shall be made to the Conversion Price upon the issuance of Common Stock pursuant to the exercise, conversion or exchange of any Convertible Security or Common Stock Equivalent where an adjustment to the Conversion Price was made as a result of the issuance or purchase of any Convertible Security or Common Stock Equivalent.

(vii) Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold:

(1) in connection with any merger or consolidation in which the Company is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Company shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or

(2) in the event of any consolidation or merger of the Company in which the Company is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Company shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Company for stock or other securities of any corporation, the Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the Note, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Note immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the Note. In the event Common Stock is issued with other shares or securities or other assets of the Company for consideration which covers both, the consideration computed as provided in this Section 3.5(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Company.

(b) Record Date. In case the Company shall take record of the holders of its Common Stock for the purpose of entitling them to subscribe for or purchase Common Stock or Convertible Securities, then the date of the issue or sale of the shares of Common Stock shall be deemed to be such record date.

(c) Certain Issues Excepted. Anything herein to the contrary notwithstanding, the Company shall not be required to make any adjustment to the Conversion Price in connection with (i) securities issued (other than for cash) in connection with a merger, acquisition, or consolidation, (ii) securities issued pursuant to a bona fide firm underwritten public offering of the Company’s securities, (iii) securities issued pursuant to the conversion or exercise of convertible or excercisable securities issued or outstanding on or prior to the date hereof or issued pursuant to the Purchase Agreement, (iv) the shares of Common Stock issuable upon the exercise of Warrants, (v) securities issued in connection with strategic license agreements or other partnering arrangements so long as such issuances are not for the purpose of raising capital, (vi) Common Stock issued or options to purchase Common Stock granted or issued pursuant to the Company’s stock option plans and employee stock purchase plans as they now exist and (vii) the payment of any accrued interest in shares of Common Stock pursuant to this Note.

(d) No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith, assist in the carrying out of all the provisions of this agreement and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the Holder against impairment. In the event a Holder shall elect to convert any Note as provided herein, the Company cannot refuse conversion based on any claim that such Holder or any one associated or affiliated with such Holder has been engaged in any violation of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless, an injunction from a court, or notice, restraining and or adjoining conversion of all or of said Note shall have issued and the Company posts a surety bond for the benefit of such Holder in an amount equal to one hundred thirty percent (130%) of the amount of the Note the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgment.

(e) Certificates as to Adjustments. Upon occurrence of each adjustment or readjustment of the Conversion Price or number of shares of Common Stock issuable upon conversion of this Note pursuant to this Section 3.5, the Company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to the Holder a certificate setting forth such adjustment and readjustment, showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon written request of the Holder, at any time, furnish or cause to be furnished to the Holder a like certificate setting forth such adjustments and readjustments, the applicable Conversion Price in effect at the time, and the number of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon the conversion of this Note. Notwithstanding the foregoing, the Company shall not be obligated to deliver a certificate unless such certificate would reflect an increase or decrease of at least one percent (1%) of such adjusted amount.

(f) Issue Taxes. The Company shall pay any and all issue and other taxes, excluding federal, state or local income taxes, that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of this Note pursuant thereto; provided, however, that the Company shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holder in connection with any such conversion.

(g) Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of this Note. In lieu of any fractional shares to which the Holder would otherwise be entitled, the Company shall pay cash equal to the product of such fraction multiplied by the average of the Closing Bid Prices of the Common Stock for the five (5) consecutive Trading Days immediately preceding the Conversion Date.

(h) Reservation of Common Stock. The Company shall at all times when this Note shall be outstanding, reserve and keep available out of its authorized but unissued Common Stock, such number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of this Note and all interest accrued thereon; provided that the number of shares of Common Stock so reserved shall at no time be less than one hundred twenty percent (120%) of the number of shares of Common Stock for which this Note and all interest accrued thereon are at any time convertible. The Company shall, from time to time in accordance with Nevada corporate law, increase the authorized number of shares of Common Stock if at any time the unissued number of authorized shares shall not be sufficient to satisfy the Company’s obligations under this agreement.

(i) Regulatory Compliance. If any shares of Common Stock to be reserved for the purpose of conversion of this Note or any interest accrued thereon require registration or listing with or approval of any governmental authority, stock exchange or other regulatory body under any federal or state law or regulation or otherwise before such shares may be validly issued or delivered upon conversion, the Company shall, at its sole cost and expense, in good faith and as expeditiously as possible, endeavor to secure such registration, listing or approval, as the case may be.

Section 3.5 Prepayment.

There is no prepayment option.

Section 3.6 Inability to Fully Convert.

(a) Holder’s Option if Company Cannot Fully Convert. If, upon the Company’s receipt of a Conversion Notice, the Company cannot issue shares of Common Stock for any reason, including, without limitation, because the Company (w) does not have a sufficient number of shares of Common Stock authorized and available, or (x) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities from issuing all of the Common Stock which is to be issued to the Holder pursuant to a Conversion Notice, then the Company shall issue as many shares of Common Stock as it is able to issue in accordance with the Holder’s Conversion Notice and, with respect to the unconverted portion of this Note, the Holder, solely at Holder’s option, can elect to: (ii) void its Conversion Notice and retain or have returned, as the case may be, this Note that was to be converted pursuant to the Conversion Notice (provided that the Holder’s voiding its Conversion Notice shall not effect the Company’s obligations to make any payments which have accrued prior to the date of such notice).

In the event a Holder shall elect to convert any portion of its Notes as provided herein, the Company cannot refuse conversion based on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless, an injunction from a court, on notice, restraining and or adjoining conversion of all or of said Notes shall have been issued and the Company posts a surety bond for the benefit of such Holder in an amount equal to 130% of the principal amount of the Notes the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgment.

(b) Mechanics of Fulfilling Holder’s Election. The Company shall immediately send via facsimile to the Holder, upon receipt of a facsimile copy of a Conversion Notice from the Holder which cannot be fully satisfied as described in Section 3.7(a) above, a notice of the Company’s inability to fully satisfy the Conversion Notice (the “Inability to Fully Convert Notice”). Such Inability to Fully Convert Notice shall indicate (i) the reason why the Company is unable to fully satisfy such holder’s Conversion Notice, (ii) the amount of this Note which cannot be converted and (iii) the applicable Mandatory Prepayment Price. The Holder shall notify the Company of its election pursuant to Section 3.7(a) above by delivering written notice via facsimile to the Company (“Notice in Response to Inability to Convert”).

Section 3.7 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 Company or of any other matter, or any other rights as a shareholder of the Company.

ARTICLE IV

MISCELLANEOUS

Section 4.1 Notices. Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing and shall be effective (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. The Company will give written notice to the Holder at least ten (10) days prior to the date on which the Company takes a record (x) with respect to any dividend or distribution upon the Common Stock, (y) with respect to any pro rata subscription offer to holders of Common Stock or (z) for determining rights to vote with respect to any Organic Change, dissolution, liquidation or winding-up and in no event shall such notice be provided to such holder prior to such information being made known to the public. The Company will also give written notice to the Holder at least ten (10) days prior to the date on which any Organic Change, dissolution, liquidation or winding-up will take place and in no event shall such notice be provided to the Holder prior to such information being made known to the public.

Section 4.2 Governing Law. This Note shall be governed by and construed in accordance with the internal laws of the State of California, 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.

Section 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.

Section 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 Company 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 Company (or the performance thereof). The Company 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 Company 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.

Section 4.5 Enforcement Expenses. The Company agrees to pay all costs and expenses of enforcement of this Note, including, without limitation, reasonable attorneys’ fees and expenses.

Section 4.6 Binding Effect. The obligations of the Company 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.

Section 4.7 Amendments. This Note may not be modified or amended in any manner except in writing executed by the Company and the Holder.

Section 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, and that the Holder shall not offer, sell or otherwise dispose of this Note. This Note and any Note issued in substitution or replacement therefor 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 COMPANY OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY 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.”

Section 4.9 Consent to Jurisdiction. Each of the Company and the Holder (i) hereby irrevocably submits to the exclusive jurisdiction of the State of California for the purposes of any suit, action or proceeding arising out of or relating to this Note and (ii) 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 Company 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 Section 4.9 shall affect or limit any right to serve process in any other manner permitted by law. Each of the Company 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.

Section 4.10 Parties in Interest. This Note shall be binding upon, inure to the benefit of and be enforceable by the Company, the Holder and their respective successors and permitted assigns.

Section 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.

Section 4.12 Company Waivers. Except as otherwise specifically provided herein, the Company 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 Company 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 COMPANY 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.

Dated: May 12, 2020 ECO INNOVATION GROUP, INC.

By: _______________________________________

Julia Otey-Raudes CEO, DIRECTOR

COMPANY AUTHORIZED SIGNATORY

FORM OF NOTICE OF CONVERSION

(To be Executed by the Registered Holder in order to Convert the Note)

The undersigned hereby irrevocably elects to convert $ ________________ of the principal amount of the above Note into shares of Common Stock of Eco Innovation Group Inc. (the “Company”) according to the conditions hereof, as of the date written below.

Date of Conversion: ___________________________________________ Applicable Conversion Price: ___________________________________

Number of shares of Common Stock beneficially owned or deemed beneficially owned by the Holder on the Date of Conversion:

Signature: ____________________

Print Name: __________________

Address: ____________________

September 16, 2020

ECO INNOVATION GROUP, INC.

16525 Sherman Way, Suite C-1

Van Nuys, CA 91406

Ladies and Gentlemen:

We have acted as special counsel to Eco Innovation Group, Inc., a Nevada corporation, (the “Company”) in connection with the Company’s registration statement on Form S-1 under the Securities Act of 1933, as amended (the “Securities Act”) filed with the Securities and Exchange Commission (the “Commission”) on or about September 16, 2020 (the “Registration Statement”). The Registration Statement relates to the registration of up to 50,000,000 shares of common stock, par value $0.001 per share, 25,000,000 of which are being offered by the Company (the “Company Shares”) and 25,000,000 of which are being offered by certain selling stockholders named in the Registration Statement (the “Selling Stockholder Shares,” and together with the Company Shares, the “Shares”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus (the “Prospectus”), other than as expressly stated herein with respect to the issue of the Shares.

As such counsel, we have examined and relied upon the originals or copies of such documents, corporate records, and other instruments as we have deemed necessary or appropriate for the purpose of this opinion, including, without limitation, the following: (a) the articles of incorporation of the Company; (b) the bylaws of the Company; (c) the Registration Statement, including all exhibits thereto. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters.

In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents, and the accuracy and completeness of the corporate records made available to us by the Company. We express no opinion with regard to the applicability or effect of the law of any jurisdiction other than, as in effect on the date of this letter, (a) the internal laws of the State of Nevada; and (b) the federal laws of the United States.

Subject to the foregoing and in reliance thereon, it is our opinion that, as of the date hereof, when the Company Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers and have been issued by the Company against payment therefor (for not less than par value) in the circumstances contemplated by the Registration Statement, the issue and sale of the Company Shares will have been duly authorized by all necessary corporate action of the Company, and the Company Shares will be validly issued, fully paid and nonassessable. In addition, it is our opinion that the Selling Stockholder Shares have been duly authorized and are duly and validly issued, fully paid and non-assessable.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Sincerely,

Independent Law PLLC

/s/ Alan T. Hawkins

Alan T. Hawkins

Copy: Eco Innovation Group, Inc.; Ms. Julia Otey-Raudes

MASTER EXCLUSIVE

LICENSING, MARKETING,

DISTRIBUTION AND SALES

AGREEMENT

This MASTER EXCLUSIVE LICENSING, MARKETING, DISTRIBUTION AND SALES AGREEMENT (this "Agreement") is made and entered into as of ______ day of May 2020 (the “Effective Date”) between: BELLAGIO IP TRUST, a Trust, (hereinafter collectively called "IP TRUST"); and ECO INNOVATION GROUP, Inc., a Nevada Corporation, acting on behalf of itself and its Affiliates (“ECOX”); and collectively known as the “Parties” to this Agreement

W I T N E S S E T H:

WHEREAS, IP TRUST is a holder of intellectual property of renewable electrical energy equipment products, and

WHEREAS, IP TRUST needs to develop significant awareness for its products through the promotion, merchandising and sale of its products and services through various marketing channels;

WHEREAS, ECOX desires to exclusively market certain IP Trust’s products and to provide services; and

WHEREAS, IP TRUST desires to grant and assign to ECOX the exclusive marketing rights to market its certain products under the terms and conditions set forth herein.

NOW THEREFORE, for and in consideration of the mutual understandings, covenants, promises and representations herein contained, and for other good and valuable consideration the receipt and sufficiency of which is acknowledged and stipulated by each party hereto, the parties hereto agree as follows:

I. DEFINITIONS

1.1 Authorized Contract Manufacturers. All manufacturers that manufacture component parts, equipment or final assembly under the DEVELOPMENT AND MANUFACTURING AGREEMENT must be certified and approved by IP TRUST.

1.2. CHANGE IN CONTROL. As used herein, the term "Change in Control" shall mean a change in control of the nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended, ("Exchange Act"); provided that, without limitation, such a change of control also shall be deemed to have occurred:

If any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act) is or becomes the beneficial owner, directly or indirectly by the acquisition, or otherwise, of the interests in this Agreement of ECOX representing fifty (50%) percent or more of the combined voting power of ECOX's then outstanding securities; or

A sale of all or substantially all of the assets of ECOX ’s interests under this Agreement, patents or proprietary knowledge or products, other than to a subsidiary of ECOX; or

A merger or consolidation of ECOX’s interests, (other than (1) a consolidation or merger effected to change the state of incorporation of ECOX’s interest or (2) a consolidation or merger where either (i) the Company or any of its subsidiaries is the surviving entity or (ii) the shareholders of the ECOX prior to such consolidation or merger continue to own at least a majority in total of the voting securities of the surviving entity immediately following such consolidation or merger);

1.3. END USER. As used herein, the term "End User" shall mean any person or entity that is sold Product, either for such End User's internal purposes and/or for further sale or lease to others.

1.4. GAAP. As used herein, the term "GAAP shall mean generally accepted accounting principles, as in effect from time to time in the United States, consistently applied.

1.5. NET RECEIPTS. As used herein, the term "Net Receipts" shall mean that portion of Net Sales that is actually received by ECOX, in cash or its equivalent.

1.6. NET SALES. As used herein, the term "Net Sales" shall mean the total compensation monetary or otherwise, received by ECOX on the any products that contain technology that was developed using proprietary information received from IP TRUST for any Product or any service provided by ECOX to any customer, client, or End User, for which royalties are payable pursuant to this Agreement. Net Sales shall exclude charges for freight, delivery, taxes, interest or insurance.

1.7. INTELLECTUAL PROPERTY RIGHTS. As used herein the term "Intellectual Property Rights" means, collectively, all of the following worldwide intangible legal rights pertaining directly and primarily to the business of IP TRUST and covering any of its Products, including those existing or acquired by ownership, assignment, license or other legal operation, whether or not filed, perfected, registered or recorded, existing as of the date hereof in or to: (i) all patents, patent applications, patent disclosures and related patent rights, worldwide, including any and all continuations, divisions, reissues, reexaminations, or extensions thereof which have been filed, issued or acquired by IP TRUST as of the date hereof, and all inventions conceived of or reduced to practice as of the date hereof (the "Patent Rights"); (ii) all copyrights, whether or not registered, owned by IP TRUST as of the date hereof, including all registrations and applications therefor and all moral rights relating thereto (the "Copyright Rights"); (iii) all trademarks, trade dress, trade names, logos, domain names, and service marks, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, reservations, and renewals in connection therewith; whether or not registered (the "Trademark Rights"); (iv) all trade secrets and know-how; (v) all technology and other intellectual and proprietary rights; (vi) all rights relating to the protection of the foregoing; and (vii) all rights to sue or make any claims for any past, present or future infringement, misappropriation or unauthorized use of the any of the foregoing rights and the right to all income, royalties, damages and other payments that are now or may hereafter become due or payable with respect to any of the foregoing rights, including damages for past, present or future infringement, misappropriate or unauthorized use thereof. Intellectual Property Rights include all rights to intellectual property held by ECOX which are under an obligation to be assigned to IP TRUST.

1.8 PERFORMANCE WARRANTS. As used herein, the term "Performance Warrants" shall mean each individual warrant granted by ECOX to IP TRUST hereunder in accordance with paragraph 4.3 A.

1.9 PRODUCT OR PRODUCTS. As used herein, the term "Product" or "Products" shall mean all products and services offered for sale or lease by ECOX that are currently owned or hereafter purchased, developed or otherwise offered for sale or lease by ECOX, using IP TRUST intellectual property. Currently IP TRUST offers products in the following:

Power Booster

Other products which may be developed and added to this Agreement in the future shall be attached to EXHIBIT A

It is anticipated that other, off the shelf products, may be marketed and sold at the same time and by the same sales agents as products that have been designed by IP TRUST. Any off-the-self products that are not designed by IP TRUST and are not manufactured by ECOX (as defined in a separate “DEVELOPMENT AND MANUFACTURING AGREEMENT” are not covered by this Agreement and are not subject to any conditions herein.

1.10 ROYALTY. As used herein, the term “Royalty” or “Royalties” shall mean money paid by ECOX to IP TRUST for the right to sell products that were developed using patents and/or proprietary knowledge and expertise of IP TRUST.

1.11 TERRITORY. As used herein, the term "Territory" shall mean the world.

RETENTION OF MARKETING AGENT

2.1 APPOINTMENT. Subject to the terms, conditions, exclusions and limitations set forth herein, IP TRUST hereby appoints ECOX as the exclusive marketing agent to advertise, market, promote and sell the Product throughout the Territory, through all available channels, specifically including without limitation, direct sales, distributor agreements, sub-distributor agreements, developer agreements, affiliate organizations, franchises, direct mail, cold calling, television media, print media, electronic media advertising, internet, cable and wireless media channels.

2.2 COMMITMENT. IP TRUST hereby contracts with ECOX to provide, and ECOX hereby agrees to render, marketing services to IP TRUST, its officers, directors, managers, employees and such other persons and entities as ECOX may deem necessary or desirable with regard to the sale of IP TRUST's Products. IP TRUST recognizes ECOX's particular skill, experience, and expertise in providing marketing services including the development of long-term goals and strategic planning for the exploitation of IP TRUST's Products.

2.3 STATUS. ECOX is and shall remain an independent contractor in its performance of this Agreement. Neither ECOX nor anyone directly or indirectly engaged or employed by ECOX shall thereby become the agent, representative, employee or servant of IP TRUST in the performance of the marketing services hereunder, and neither IP TRUST, ECOX, nor their employees shall make any representations to the contrary.

2 .4 EXCLUSIVITY. During the term of the Agreement, ECOX shall have the exclusive right to advertise, market, promote and sell the Product in the Territory through all channels. Said exclusivity will remain in full force and effect throughout the entire term of this Agreement.

2.5 SUB-LICENSES. ECOX shall have the exclusive right at its sole discretion, to set up a network of sales agents, dealers, distributors, marketing organizations and other sub-licensees under this Master Marketing & Distribution Agreement to market, sell, lease, rent and/or distribute so as to increase the Net Sales and royalties due under this Agreement to IP TRUST.

III

OBLIGATIONS OF ECOX

3.1 MARKETING PLAN. ECOX shall develop and carryout a marketing campaign as it deems necessary or advisable in its sole discretion. In this regard, ECOX shall be solely responsible for developing sales and marketing materials, developing demographic customer profiles, and coordinating sales and marketing efforts through all available channels. In addition to the foregoing, ECOX shall provide such advice, assistance, and any other marketing services as IP TRUST and ECOX may agree from time to time during the term of this Agreement.

3.2 EXPENSES. ECOX shall bear all costs of the operation of its business, including without limitation all office overhead, salaries, travel, entertainment and employee benefits.

3.3 CUSTOMER SERVICE. On all sales, licenses or leases of Product generated by or through the efforts of ECOX or otherwise, ECOX shall provide and be responsible for service, including installation, consultation, billing questions, returns and warranty inquiries. In order to provide efficient customer service, ECOX shall provide toll free telephone numbers, internet web page addresses and an electronic mail account to ECOX, which ECOX may in turn provide to all potential customers, distributors, sales and marketing personnel, clients and End Users. All warranty and inquiries and claims will be handled in accordance with the provisions of ECOX's current policies and procedures for such claims, as may be amended by ECOX from time to time.

COMPENSATION

4.1 ROYALTIES. Throughout the term of this Agreement ECOX will pay to IP TRUST, without deduction for any taxes or similar assessment, a royalty based upon the Net Sales of ECOX of any products developed by IP TRUST, modifications products developed by IP TRUST, derivative products developed using technology or proprietary information from IP TRUST, as follows:

All Royalty payments shall be made on the 10th day of each month, in arrears, based upon the actual receipt of funds, on an invoice-by-invoice basis, by ECOX from its clients and customers or any other End User. All Royalty payments hereunder shall be calculated as follows:

For Products Sold. Royalty shall be calculated as eleven percent (11%) of the Net Manufacturers Price.

4.2 COMPENSATION FOR ECOX. Upon the execution of this Agreement, ECOX shall issue to IP TRUST twenty-five million (25,000,000) shares of common stock in ECOX. Said stock shall be registered, unrestricted, fully earned and non-contingent.

TERM OF AGREEMENT

5.1 TERM. The Term of this Agreement shall on the effective date hereof and shall continue, unless otherwise terminated pursuant hereto, or extended by mutual agreement of the Parties, until December 31, 2040 (the "Termination Date"); provided however, notwithstanding any other provision of this Agreement, this Agreement shall not be terminated as to IP TRUST's obligations under Section V of this Agreement.

REPORTING REQUIREMENTS AND

RIGHT TO AUDIT

6.1 WRITTEN STATEMENT. Along with each Royalty payment provided for herein, ECOX shall deliver a written statement of account to IP TRUST, at its respective notice address set forth herein or such other address as may from time to time be specified by IP TRUST, listing the Net Sales and Net Receipts during such period. Said statement shall be in such format and contain such information sufficient to allow IP TRUST to reconcile and track its performance and the amount of compensation it is entitled to hereunder. Said statement of account shall be accompanied by payment in full of the amount of Royalties then due and owing as well as any Equity Incentive Compensation that has vested as of such date.

6.2 RECORDS. ECOX shall keep complete and accurate records and books of accounts containing all information required for the computation and verification of the amounts reported or to be paid hereunder. ECOX further agrees, upon the request of IP TRUST, and on reasonable notice to permit IP TRUST or any firm of independent accountants selected by IP TRUST, to have access during ordinary working hours to such records as may be necessary to audit with respect to any payment or report period ending prior to such request, the correctness of any report or payment made under this Agreement, or to obtain information as to the payments due for any such period in the case of failure to report or make payment pursuant to the terms of this Agreement.

6.3 COOPERATION WITH ACCOUNTANT. ECOX further agrees to cooperate with any accountant selected by IP TRUST and to provide all information reasonably requested by such accountant. IP TRUST shall deliver a true, correct, and complete copy of the accountant's written report to ECOX within ten (10) business days of the receipt thereof. If the accountant determines that ECOX has paid less than ninety-five percent (95%) of the sums due during the period under review, ECOX shall be responsible for the fees of the accountant; otherwise such fees shall be paid by IP TRUST. In the event it is determined that ECOX has paid less than all amounts due hereunder, it shall pay the deficiency within five (5) days after such determination. Additionally, if IP TRUST would be entitled to any additional Warrants as a result of such audit, ECOX shall immediately issue and deliver to IP TRUST a Warrant for such additional shares within said five (5) day period.

VII

REPRESENTATIONS AND WARRANTIES

7.1 ECOX REPRESENTATIONS. ECOX represents and warrants to IP TRUST, its subsidiaries and its shareholders as follows:

Due Qualification.. ECOX is a Corporation duly organized in the State of Nevada, validly existing and in good standing under the laws its jurisdiction and has the power and authority to own, lease and operate its assets, properties and business and to carry on its business as now being and as heretofore conducted. . Any change in structure of ECOX shall have no bearing on this Agreement.

Authority to Execute and Perform Agreements. has the full legal right and power and capacity required to enter into, execute and deliver this Agreement and the other agreements, instruments and documents contemplated hereby and to perform fully its obligations hereunder. The Board of Directors of ECOX has duly and validly approved the execution, delivery, and performance of this Agreement by ECOX. No vote of the holders of the capital stock of ECOX is required for ECOX to enter into and perform its obligations under this Agreement and any other agreements contemplated hereby. This Agreement has been duly executed, delivered by, and is the valid and binding obligation of ECOX, enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created is subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies creditors. The execution and delivery of this Agreement by ECOX, the consummation of the transactions contemplated hereby by ECOX and the performance by ECOX of this Agreement in accordance with its terms and conditions will not, (i) violate any provision of the Corporation, by-laws or other documents of ECOX as currently in effect; (ii) require the approval or consent of any governmental or regulatory body or any other person; or (iii) conflict with or result in any breach or violation of any of the terms and conditions of, or constitute (or with notice or lapse of time or both constitute) a default under any federal, state, local or foreign statute, regulation, order, judgment, writ, rule, regulation or decree applicable to ECOX or by which ECOX's assets may be bound or affected, or any instrument, option, lien, right, security interest, contract or other agreement to which ECOX is a party or by which any property of ECOX may be bound or subject.

Ability to Conduct Business. IP TRUST owns and/or controls all of the assets, intellectual property and proprietary rights necessary to conduct its current business and to continue to license, develop, market, distribute, use, and sell its Products and to otherwise conduct its business in the manner in which the business is conducted by IP TRUST as of this date and as it is presently proposed to be conducted by ECOX in the foreseeable future.

Integrity of Intellectual Property. All Intellectual Property Rights to Products shall be assigned to IP TRUST. None of the Intellectual Property Rights to Products shall be registered in the name of anyone other than IP TRUST and no one other than IP TRUST has any interest therein or right thereto, and no right to royalty or other payments.

VIII

TERMINATION

8.1 TERMINATION BY IP TRUST. This Agreement may be terminated by IP TRUST at any time, upon notice to ECOX for "Cause," defined as follows:

Breach. A material violation by ECOX of its duties as a marketing agent to IP TRUST, which is not remedied in a reasonable period of time (not to exceed sixty (60) days) after receipt of written notice from IP TRUST;

Failure to Meet Minimum Net Sales Targets. If ECOX shall fail to achieve a minimum of seventy-five (75%) of the Net Sales Targets set forth in Section IV hereinabove on a cumulative basis.

8.2 TERMINATION BY ECOX. ECOX may terminate this Agreement for a material violation by IP TRUST of its obligations under this Agreement, which is not remedied in a reasonable period of time (not to exceed sixty (60) days after receipt of written notice from ECOX.

8.3 NOTICE OF TERMINATION. Any termination by either Party shall be communicated by written Notice of Termination to the other Party. For purposes of this Agreement, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision(s) in the Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination.

8.4 DATE OF TERMINATION. For purposes of this Agreement, "Date of Termination" shall mean:

Sixty (60) days following receipt by a Party of a written Notice of Termination, provided that if within thirty (30) days after any written Notice of Termination is given, the noticed Party notifies the other Party that a dispute exists concerning the termination the Date of Termination, the Date of Termination shall be the date on which the dispute is finally determined by a binding and final arbitration award or by a final judgment, order or decree of a court of competent jurisdiction (the time for appeal therefrom having expired and no appeal having been perfected)..

8.5 ENTITLEMENT TO COMPENSATION. Upon Termination of this Agreement, ECOX shall be entitled to all compensation earned through the Termination Date, if any, and all Royalties earned pursuant to Section 4.1 of this Agreement and expense reimbursements, if any, from ECOX due shall be paid immediately.

8.6 TERMINATION WITHOUT CAUSE. If IP TRUST shall terminate ECOX's services without Cause, then IP TRUST shall pay ECOX the following amounts:

A lump sum payment equal to the total Net Sales earned by ECOX in the one year (1 year) period immediately preceding any such termination multiplied by the number of years, or portions thereof, under this contract, including all extensions;

IP TRUST shall also pay all indemnity payments and all legal fees and expenses incurred by ECOX as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement); and

ECOX shall not be required to mitigate the amount of any payment provided for in this section by seeking other work or employment or otherwise.

8.7 TERMINATION FOR DEFAULT. If either Party shall make a general assignment for the benefit of creditors or shall become or be adjudicated a bankrupt, or shall voluntarily file a petition in bankruptcy, or file an answer admitting the material allegations of a petition filed against it for an adjudication in bankruptcy, or shall, by reason of its insolvency, apply for or suffer the appointment of a receiver of its property and assets and such receiver so appointed shall not be discharged within one hundred twenty (120) days after his appointment then in any such event, the other Party shall have the right immediately to terminate this Agreement by written notice to such Party.

8.8 FORCE MAJEURE. Neither Party shall be deemed in default of its obligations hereunder for failure to perform due to reasons of force majeure, including, but not limited to acts of God, acts of public enemy, acts of the government of any country or state or political subdivision or any department or regulatory agency thereof or entity created thereby, quotas, embargoes, acts of any person engaged in subversive activity or sabotage, fires, floods, explosions or other catastrophes, epidemics, or quarantine restrictions, strikes or other labor stoppages, slow-downs or disputes, unavailability of equipment or materials or any other cause beyond the control of such Party. The Party failing to perform shall provide the other Party with prompt notices to the possibility of such a cause of delay and shall use due diligence and all reasonable efforts to avoid and cure any such cause preventing performance so as to resume performance hereunder as soon as reasonably possible. Any suspension of performance by reason of this paragraph 8.8 shall be limited to the Calendar Quarter during which such cause exists. Force majeure shall not cause termination due to failure to achieve minimum performance or attainment of Net Sales Targets, if any.

DUTIES OF IP TRUST

9.1 Throughout the term of this Agreement, IP TRUST shall maintain the integrity of all Intellectual Property relating to Products developed by it or ECOX, owned by assignment or otherwise, including meeting any patent or trademark application filing deadlines and maintenance fees. In addition, IP TRUST shall also be responsible for the following:

Enhancement of IP. TRUST shall be responsible for maintaining and further developing all hardware and software necessary to create and enhance the Product. IP TRUST shall be responsible for maintaining Product integrity and upgrading the Product as needed to compete fairly with market trends and further developments.

Cooperation and Noninterference. IP TRUST agrees that it will not interfere with and will use all reasonable efforts to aid ECOX in marketing, distributing and selling the Product, including all modifications and improvements made thereto, and any other or similar product which it may develop, create, or invent, which falls within the terms of this Agreement.

PUBLICITY

10.1 ECOX and IP TRUST hereby agree that only ECOX shall be responsible to, and shall be required to make any public announcements, including press releases. IP TRUST agrees to not make any public announcements without prior approval of ECOX.

LICENSE OF TRADEMARK

11.1 IP TRUST hereby grants to ECOX a non-exclusive, non-transferable right and license to utilize all trademarks and trade names related to the Product for the purpose of marketing and distribution and sale of the Product. IP TRUST also agrees that ECOX may rename any products for the purpose of increasing sales at the sole and absolute discretion of ECOX. The license rights granted hereunder may be transferred by ECOX only with the prior written consent of IP TRUST; such right may not be unreasonably withheld. ECOX agrees to use any such trade names and trademarks in all of its advertising consistent with and upholding the quality and image of IP TRUST. Such license shall terminate upon termination of this Agreement.

XII

INTELLECTUAL PROPERTY

12.1 TITLE TO INTELLECTUAL PROPERTY. ECOX agrees that all copyrightable material, notes, records, drawings, designs, electronic data and recordings, videos, photographic imagery, inventions, improvements, developments, discoveries, trademarks and trade secrets (collectively, the "Inventions") conceived, made or discovered by ECOX, solely or in collaboration with IP TRUST in connection with Products developed under this Agreement, are intended to be for the sole benefit of IP TRUST and its affiliates and are "specifically ordered or commissioned work" and "work-made-for-hire" as those terms are defined by the United States Copyright Act. For purposes of clarification, “Inventions shall include any intellectual property that is owned by IP TRUST but is transferred to ECOX by any current or former IP TRUST associates.

12.2 ASSIGNMENT. ECOX shall execute and deliver and irrevocably assign and transfer to IP TRUST all of ECOX's right, title and interest (including all copyrights, trademarks, patents, trade secrets, moral rights and other proprietary rights, with respect to the United States and any other country) in and to such Intellectual Property that applies to the products or services covered by this Agreement. At IP TRUST’s request and expense, ECOX shall execute and deliver such instruments and take such other action as may be requested by IP TRUST to perfect or protect IP TRUST’s rights in the Inventions and to carry out the assignments contemplated in this Section.

12.3 PROTECTION OF INTELLECTUAL PROPERTY. ECOX agrees to assist IP TRUST, or its designee, at IP TRUST’s expense, in every proper way to secure IP TRUST’s rights in the Intellectual Property in any and all countries, including the disclosure to IP TRUST of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which IP TRUST shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to IP TRUST, its successors, assigns, and nominees the sole and exclusive rights, title and interest in and to Intellectual Property. ECOX further agrees that ECOX's obligation to execute or cause to be executed, when it is in ECOX's power to do so, any such instrument or papers shall continue after the termination of this Agreement.

12.4 LICENSE ECOX agrees that if in the course of performing this Agreement, ECOX incorporates into any Intellectual Property developed hereunder any invention, improvement, development, concept, discovery or other proprietary information owned by ECOX or in which ECOX has an interest, ECOX hereby grants, assigns and conveys to IP TRUST a non-transferable, perpetual, irrevocable, nonexclusive, world-wide, right and license, without obligation to account, to use such information for its and its affiliates' business purposes. Any royalties in connection with the use of such intellectual property shall be reasonably negotiated between IP TRUST and ECOX in good faith.

12.5 POWER OF ATTORNEY. ECOX agrees that if IP TRUST is unable because of ECOX's unavailability, dissolution, or for any other reason, to secure ECOX's signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering the Intellectual Property assigned to IP TRUST above, then ECOX hereby irrevocably designates and appoints IP TRUST and its duly authorized officers and agents as ECOX's agent and attorney in fact, to act for and on ECOX's behalf to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyright registrations thereon with the same legal force and effect as if executed by ECOX.

XIII

GENERAL PROVISIONS

13.1 NOTICES. Any notice or other communication required or permitted hereunder shall be deemed given if in writing and delivered personally, telegraphed, telexed, sent by facsimile transmission or sent by certified, registered or express mail, postage prepaid. Any such notice shall be deemed given when so delivered personally or sent by overnight air courier or facsimile transmission or, if mailed, two days after the date of deposit in the United States mails, as follows:

If to ECOX:

Attention: Julia A. Otey

16525 Sherman Way, #C-1

Van Nuys, CA 91406

Telephone: 818-310-1806

Email: julia.otey@ECOIG.com

WITH A COPY TO:

Robert Hymers

Pinnacle Tax Services

520 S Grand Ave #320

Los Angeles, CA 90071

310-926-3980

Email: roberthymers@yahoo.com

If to IP TRUST:

Licia Boaventura, TTEE

Bellagio IP Trust

406 N. Fairview St.

Burbank Angeles, CA 91505

Email: liciabdelanoe@yahoo.com

310-490-5532

Any Party may be given notice in accordance with this Section by any other Party at another address or person for receipt of notices, if such Party so designates such other person or address in writing in accordance with this Section XIII, paragraph 13.1.

13.2 ENTIRE AGREEMENT. This Agreement (including any schedules or exhibits attached hereto) constitutes the entire understanding and agreement of the Parties hereto, and supersedes any and all prior understandings or other agreements, either oral or in writing, if any, among such Parties with respect to the subject matter hereof and contains all of the covenants and agreements between the Parties with respect thereto. Each Party to this Agreement acknowledges that no representations, inducements, or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and no other agreement, statement or promise not contained in this Agreement shall be valid or binding. The Parties hereto have had an opportunity to consult with their respective attorneys concerning the meaning and the import of this Agreement and each has read this Agreement, as signified by their signatures below, and is executing the same for the purposes and consideration herein expressed.

13.3 WAIVERS. No delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof. Nor shall any waiver on the part of any Party of any such right, power or privilege, nor any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege. The rights and remedies of any Party based upon, arising out of or otherwise in respect of any inaccuracy in or breach of any representation, warranty, covenant or agreement contained in this Agreement shall in no way be limited by the fact that the act, omission, occurrence or other state of facts upon which any claim of any such inaccuracy or breach is based may also be the subject matter of any other representation, warranty, covenant or agreement contained in this Agreement (or in any other agreement between the Parties) as to which there is no inaccuracy or breach.

13.4 VARIATIONS IN PRONOUNS. Wherever the context shall so require, all words herein in the male gender shall be deemed to include the female or neuter gender and vice versa, all singular words shall include the plural, and all plural words shall include the singular. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require.

13.5 EXHIBITS. Any Exhibits attached hereto are a part this Agreement as fully as if set forth herein. All references herein to Sections, subsections, clauses and Exhibits shall be deemed references to such parts of this Agreement, unless the context shall otherwise require. A reference to an article, section or exhibit will mean an article or section in, or an exhibit to, this Agreement, unless otherwise explicitly set forth. The titles and headings in this Agreement are for reference purposes only and will not in any manner limit the construction of this Agreement. For the purposes of such construction, this Agreement will be considered as a whole. The terms "including" and "include" as used in this Agreement will be deemed to include the phrase "without limitation."

13.6 ATTORNEY'S FEES AND COSTS. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs, and necessary disbursements in addition to any other relief to which it may be entitled.

13.7 REPRESENTATION BY COUNSEL. Each party acknowledges that it has had the opportunity to be represented by separate independent counsel in the negotiation of this Agreement, that any such respective attorneys were of its own choosing, that each authorized representative has read this Agreement and that he/she understands its meaning and legal consequences to each party. The Parties warrant and represent that they have consulted with their attorneys of choice concerning the execution, the meaning and the import of this Agreement, and each has read this Agreement and fully understands the terms hereof as signified by their signatures below and are executing the same of their own free will for the purposes and consideration herein expressed. The Parties warrant and represent that they have had sufficient time to consider whether to enter into this Agreement and that they are relying solely on their own judgment and the advice of their own counsel in deciding to execute this Agreement. If any or all Parties have chosen not to seek alternative counsel, said party or parties hereby acknowledge that he or they refrained from seeking alternative counsel entirely of his or their own volition and with full knowledge of the consequences of such a decision.

13.8 TAX CONSULTATION. Each Party acknowledges that it has had the opportunity to and has consulted with their own separate independent accounting and tax advisors in connection with the accounting and tax treatment for the transactions contemplated hereby and the tax ramifications thereof. Each Party shall bear all risk in connection with the accounting and tax treatment of the transactions contemplated by this Agreement and no Party is relying on the other Party in connection with the same.

13.9 PRESUMPTION AGAINST SCRIVENER. Each Party waives the presumption that this Agreement is presumed to be in favor of the Party which did not draft it, in case of a dispute as to interpretation.

13.10 CAPACITY. Each party represents and warrants that he has the authority to enter into this Agreement either on his own behalf or in an official capacity on behalf of a corporate party or Trust.

13.11 ABSENCE OF THIRD PARTY BENEFICIARY RIGHTS. No provisions of this Agreement are intended, nor will be interpreted, to provide or create any third party beneficiary rights or any other rights of any kind in any client, customer, affiliate, partner or employee of any party hereto or any other person or entity, unless specifically provided otherwise herein, and, except as so provided, all provisions hereof will be personal solely between the Parties to this Agreement.

13.12 HEADINGS. The headings used in this Agreement are for administrative purposes only and do not constitute substantive matter to be considered in construing the terms and shall not affect the interpretation of this Agreement.

13.13 FURTHER ASSURANCES. At any time and from time to time after the date hereof, at the request of either Party, and without further consideration, ECOX and IP TRUST will execute and deliver such other and further instruments and documents, and take such other action as the other Party may reasonably deem necessary, convenient or desirable in order to more effectively assist either Party in exercising all rights with respect thereto, and carrying out the business, duties, and obligations created by this Agreement.

13.14 PARTIAL INVALIDITY. Each part of this Agreement is intended to be several. If any term, covenant, condition or provision hereof is illegal or invalid or unenforceable for any reason whatsoever, such illegality, invalidity or unenforceability shall not affect the legality, validity or enforceability of the remaining parts of this Agreement and all such remaining parts hereto shall not be impaired or invalidated in any way, but shall be legal, valid and enforceable and have full force and effect as if the illegal, invalid, unenforceable part has not been included.

13.15 LAW GOVERNING AGREEMENT. This Agreement is made and entered into and is to be at least partially performed in Los Angeles, CA. It shall be interpreted, construed and enforced and its construction and performance shall be governed by the laws of the State of California applicable to agreements made and to be performed entirely within such State without regard to principles of conflicts of laws, except to the extent that Federal law may apply.

13.16 AMENDMENTS. This Agreement may not be modified, amended, superseded, cancelled, renewed or extended, except in writing, signed by the party or parties to be bound thereby or signed by their respective attorneys.

13.17 BINDING EFFECT AND ASSIGNMENT. This Agreement and the terms, covenants, conditions, provisions, obligations, undertakings, rights and benefits hereof, shall be binding upon, and shall inure to the benefit of, the undersigned parties and their respective heirs, executors, administrators, representatives, officers, directors, shareholders, successors, agents, servants, employees, attorneys, and assigns. This Agreement and any rights hereunder are not assignable except by operation of law or by ECOX to any of its affiliates. Any other purported assignment shall be null and void. Notwithstanding the forgoing, all Warrants issued hereunder shall be freely assignable in accordance with the terms of each such Warrant

13.18 COUNTERPARTS. This Agreement may be executed in several counterparts by one or more of the undersigned and all such counterparts so executed shall together be deemed and constitute one final Agreement, as if one document had been signed by all parties hereto; and each such counterpart shall be deemed an original, binding the parties subscribed hereto and multiple signature pages affixed to a single copy of this Agreement shall be deemed to be a fully executed original Agreement. Several counterparts consisting of multiple copies hereof each signed by less than all parties, but together signed by all parties shall constitute and be deemed a fully executed original Agreement.

13.19 CORPORATE AUTHORITY. IP TRUST and ECOX represent and warrant to each other that each has previously taken the necessary trust and corporate action authorizing the execution of this Agreement by their officer recited below.

13.20 INDEPENDENT CONTRACTORS. This Agreement shall not constitute IP TRUST and ECOX as partners or joint ventures, nor shall IP TRUST or ECOX be the agent or legal representative of the other. Each of IP TRUST and ECOX is an independent contractor and neither shall make any representation to any other party to the contrary.

Balance of page intentionally left blank

Followed by Signature Pages

IN WITNESS THEREOF, the undersigned have executed this Agreement effective as of the date first above written.

ECO INNOVATION GROUP, INC. (ECOX)			BELLAGIO IP TRUST (IP TRUST)


By:		By:
	Julia A. Otey, Sec./Treas.		Licia Boaventura, TTEE

EXHIBIT A

Additional Products developed and designed by IP TRUST may be added

to this Agreement by attaching and dating an Addendum hereto:

Power Booster equipment

ECOX Power Booster^TM

INDEPENDENT CONSULTING AGREEMENT

This INDEPENDENT Consulting Agreement (the “Agreement”) is made and entered into effective as of June 20, 2020 (the “Effective Date”), by and between Eco Innovation Group, Inc, a nevada corporation (“the Company”), and pinnacle consulting services inc, a nevada corporation, (“Consultant”). For the purpose of this agreement, Consultant and Company shall be collectively referred to as “Parties” and individually as “Party”.

RECITALS

Whereas, the Company desires to engage Consultant, and Consultant desires to accept the engagement by the Company, as a consultant to the Company on the terms and conditions set forth in this Agreement.

Now, Therefore, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

AGREEMENT

1. Consulting Services. Subject to the terms and conditions of this Agreement, the Company hereby engages Consultant, and Consultant hereby accepts the engagement by the Company, to serve as a consultant to the Company. Consultant shall oversee the Company’s accounting, strategic planning and business affairs (“Services”); provided, however, that: (i) Consultant shall perform all Services in a timely and professional manner, using a degree of skill and care at most consistent with industry standards; (ii) Consultant shall report the progress of its Services to the Company’s executive officers; and (iii) Consultant shall commit to the Company at the minimum of 15 hours per week.

2. Consultant’s Representation. Consultant represents that it and including its employees have the requisite education, expertise, experience and skills and knowledge to render the desired Services and Consultant shall perform the Services in a competent and efficient manner. Consultant shall abide by all laws, rules and regulations that apply to the performance of the Services.

3. Compensation. As full and complete consideration for Consultant’s performance of the Consultant’s Services outlined in §1 of this Agreement, the Company shall compensate Consultant the following:

Twelve Million Five Hundred Thousand Common Shares (12,500,000).

Fifteen Thousand ($15,000) dollars each month (the “Monthly Cash Payment”) while this Agreement is in effect payable in cash or, at the Consultant’s option, convertible into the common shares of the Company. The conversion price of any Monthly Cash Payment(s) will be at a price equal to the lowest trading price of the Company’s common shares during the fifteen (15) day period prior to the notification of conversion to the Company.

4. Expenses. The Company will not reimburse Consultant for out-of-pocket expenses.

5. Independent Contractor Relationship. Consultant’s relationship with the Company shall be solely that of an independent contractor, and nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship. Consultant is not the agent, nor an executive member, or affiliate as defined under SEC Rule 144 of the Company and is not authorized to make any representation, contract or commitment on behalf of the Company. Consultant shall not be entitled to any of the benefits that the Company may make available to its employees, such as group insurance, profit-sharing or retirement benefits. Consultant shall be solely responsible for all tax returns and payments required to be filed with or made to any federal or provincial tax authority with respect to Consultant’s performance of the Services and receipt of the Consulting Fees pursuant to this Agreement. Given that the Consultant is an independent contractor, the Company will not withhold or make payments for unemployment insurance or disability insurance contributions or obtain worker’s compensation insurance on Consultant’s behalf. Consultant agrees to accept exclusive liability for complying with all applicable federal, provincial and local laws governing self-employed individuals, including, without limitation, obligations such as the payment of taxes, disability and other contributions based on the Consulting Fees paid to Consultant. Consultant hereby agrees to indemnify, hold harmless and defend the Company from and against any and all such taxes and contributions, as well as any penalties and interest arising therefrom.

6. No Conflicting Obligation. Consultant represents that Consultant’s entering into this Agreement, Consultant’s performance of all of the terms of this Agreement and Consultant’s performance of the Services pursuant to this Agreement do not and will not breach or conflict with any agreement or other arrangement between any Consultant and any third party, including, without limitation, any agreement or other arrangement between Consultant and any third party to keep in confidence any proprietary information of another entity acquired by Consultant in confidence or in trust prior to the date of this Agreement. Consultant agrees not to enter into any agreement that conflicts with this Agreement while this Agreement remains in effect.

7. Term And Termination.

7.1 Term. This Agreement shall be in effect from the Effective Date (the “Initial Term”) to June 20, 2021. This Agreement may be renewed for an additional time-period as the Parties may mutually agree upon on or prior to the expiration date of this Agreement.

7.2 Termination by Consultant. This Agreement may be terminated, for any reason or no reason at all, by Consultant at any time following the Effective Date by delivering fourteen (14) days’ prior written notice to the Company.

7.3 Termination by the Company. This Agreement cannot be terminated by the Company and shall remain binding on the Company for the entire Term.

7.4 Effect of Termination. The obligations set forth under this Agreement, as well as any outstanding payment or reimbursement obligations of the Company for Services performed prior to the date of notice of termination, shall survive any termination of this Agreement. Upon any termination of this Agreement, Consultant shall promptly deliver to the Company all documents and other materials of any nature pertaining to the Services, together with all documents and other items containing or pertaining to any Proprietary Information, Third-Party Information or Inventions.

8. Miscellaneous.

8.1 Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the Party to be notified; (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not, then on the next business day; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to The Company or to Consultant, as applicable, at the respective addresses set forth on the signature page to this Agreement or at such other address(es) as the Company or Consultant may designate by ten (10) days advance written notice to the other Party hereto.

8.2 Governing Law. This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of California, County of Los Angeles, as applied to contracts to be performed entirely within such state.

8.3 Successors and Assigns. The rights and liabilities of the Parties hereto shall bind and inure to the benefit of their respective successors, heirs, executors and administrators, as the case may be; provided, however, that, as the Company has specifically contracted for Consultant’s services, which services are unique and personal, Consultant may not assign, subcontract or delegate Consultant’s obligations under this Agreement either in whole or in part to any Party without the prior written consent of the Company. The Company may assign its rights and obligations hereunder to any person or entity who succeeds to all or substantially all of the Company’s business.

8.4 Waiver. No failure on the part of any Party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any Party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. No Party shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such Party, and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

8.5 Amendments. This Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed and delivered on behalf of all of the Parties hereto.

8.6 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the Parties agree to renegotiate such provision in good faith. In the event that the Parties cannot reach a mutually agreeable and enforceable replacement in writing for such provision, then: (i) such provision shall be excluded from this Agreement; (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded; and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

8.7 Entire Agreement. This Agreement sets forth the entire understanding of the Parties hereto relating to the subject matter hereof and thereof and supersedes all prior agreements and understandings among or between any of the Parties relating to the subject matter hereof and thereof.

8.8 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile, email, portable document format (or .pdf) or by any other electronic means intended to preserve the original graphic and pictorial appearance of this Agreement shall have the same effect as the physical delivery of an original executed counterpart of this Agreement.

8.9 Indemnification and Warranty. The Parties shall at all times comply with all applicable laws, statutes, ordinances, rules, regulations and other governmental requirements. The Parties agree to indemnify and hold the each other, its directors and officers, and its agents and employees, harmless from any and all claims, causes of action, losses, damage, liabilities, costs and expenses, including attorney fees, arising from the death of or injury to any person, from damage to or destruction of property, or from breach of the warranties in this Section, arising from the provision of Services by each other, its agents or employees.

8.10 Attorney’s Fees. The Parties agree that the non-prevailing Party will pay all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing Party to enforce this Agreement or other related agreements.

In Witness Whereof, the Parties hereto have executed this Consulting Agreement as of the Effective Date.

THE COMPANY:

By: ______________________

Julia Otey-Raudes

Chief Executive Officer

Eco Innovation Group, Inc.

Address:

16525 Sherman Way

Suite C-1

Van Nuys, CA

CONSULTANT:

By: ______________________

Pinnacle Consulting Services Inc.

Address:

520 S. Grand Ave., Suite 320

Los Angeles, CA 90071, USA

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into effective as of the 10^thday of October, 2019 (the “Effective Date”), by and between HERITAGE FUNDING, INC., a Nevada corporation, having an address of 3268 Sumac Road, Fallbrook, CA 92028 (“Seller”); and, JOHN ENGLISH, an individual, having an address of 250 Via Bellaria, Palm Beach, Florida 33480. (“Buyer”). Seller and Buyer are sometimes referred to collectively herein as the “Parties”, and each individually as a “Party”.

RECITALS

A. Seller is the owner of rights to Twenty-Five million [25,000,000] shares of common stock of Eco Innovation Group, Inc., a Nevada corporation [“Eco”], formerly known as Dig-It Underground, Inc. [“Dig-It”] as the result of Seller’s May 9, 2018 contract to purchase of one-half of a debt instrument, a copy of which is appended hereto. Seller purchased the right to the common shares by paying consideration of four thousand, nine hundred and one dollars and ninety-six cents ($4,901.96). The debt instrument related to Dig-It’s original obligation to issue to Cal Mees [“Mees”] a total of one hundred million (100,000,000) shares of common stock as the result of Mees providing consulting services to Dig-It pursuant to a March 1, 2016 services contract, a copy of which is appended hereto. The Mees services contract terminated March 1, 2017.

B. Buyer wishes to buy all of Seller’s right, title, and interest in and to Twenty-Five million [25,000,000] shares of common stock from Seller’s May 9, 2018 purchase.

C. Seller desires to sell to Buyer all of Sellers’ right, title, and interest in and to the subject Twenty-Five million shares of common stock, based on the terms and conditions set out herein.

NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

1. Consideration. Buyer shall pay to Seller four thousand, nine hundred and one dollars and ninety-six cents ($4,901.96) which amount is referred to herein as the “Purchase Price”.

2. Closing and Agreement. Subject to and in accordance with the terms and conditions set forth in this Agreement, Seller hereby grants, sells, assigns, and conveys to Buyer, without recourse, all of Seller’s right, title, and interest in, to Twenty-Five million [25,000,000] shares of common stock of Eco Innovation Group, Inc. The closing of the transactions contemplated hereunder (the “Closing”) shall take place simultaneously with the delivery of the Purchase Price via payment of immediately available funds against the assignment of the Note. The Closing shall occur no later than 5:00 P.M., San Diego, California time, on 10 November 2019, unless extended by the mutual written consent of the Parties.

3. Representations of Seller. Seller hereby represents and covenants to Buyer that:

a. Seller has all requisite authority to execute and deliver this Agreement and any other document contemplated by this Agreement and to perform its obligations hereunder and to consummate the transactions hereunder. This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity).

b. The Twenty-Five million [25,000,000] shares of common stock is free and clear of all liens, mortgages, pledges, security interests, encumbrances, or charges of any kind or description. Seller has the sole and unrestricted right to sell The Twenty-Five million [25,000,000] shares of common stock. Upon transfer to Buyer by Seller, Buyer will have good and unencumbered title to The Twenty-Five million [25,000,000] shares of common stock in Eco, free and clear of any and all liens or claims.

c. Seller is an affiliate of Eco by virtue of its percentage holdings in Eco equity, which exceeds 10% of Eco’s issued and outstanding shares. The Twenty-Five million [25,000,000] shares of common stock are restricted shares under Rule 144, and cannot be resold unless said shares are either registered under Section 5 of the Securities Act, or found to be exempt from registration pursuant to an applicable legal exemption, such as Section 4.1 or Rule 144.

4. Representations of Buyer. Buyer hereby represents and covenant to Seller that:

a. Buyer has all requisite power and authority to execute and deliver this Agreement and any other document contemplated by this Agreement to be signed by Buyer and to perform its obligations hereunder and to consummate the transactions contemplated hereby.

b. With respect to the shares of Eco common shares acquired by the Buyer, the Buyer acknowledges that the Eco common shares have not been registered under the Securities Act of 1933, and accordingly are “Restricted Securities” within the meaning of Rule 144 of the Act, as that term is defined in Title 17 Part 230.144 of the Federal Code of Regulations. As such, the Restricted Securities may not be resold or transferred unless Eco registers them, or has received an opinion of counsel reasonably satisfactory to Eco that such resale or transfer is exempt from the registration requirements of that Act. The Buyer acknowledges that acknowledges that no public market exists for the Eco Preferred and Common Restricted Stock acquired in this Agreement. The Buyer understands that no assurance can be given that such a trading market will develop at any time, or, if so developed, that it will continue.

c. Buyer has substantial experience in evaluating and investing in securities of companies similar to the Company and acknowledges that it can protect its own interests. Buyer has such knowledge and experience in financial and business matters so it is capable of evaluating the merits and risks of its investment in the Company. Buyer is an “accredited investor” within the meaning of Regulation D, Rule 501(a), promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”).

d. The Buyer acknowledges that he is fully apprised and informed of Eco’s status as a corporation formed and operating under the laws of the State of Nevada. Further, the Buyer acknowledges being informed that Eco is not a “Reporting Company” under Sections 13 and 15d of the Securities and Exchange Act, and is therefore not obligated to file certain informational reports and periodic filings with the U.S. Securities and Exchange Commission. The Buyer acknowledges that he has been fully informed that Eco is an “Alternative Reporting” company on the OTC Markets, and that Eco has, from time to time, filed informational and financial disclosures on the OTC Markets. The Buyer acknowledges having had full and fair opportunity to review Eco’s informational and financial disclosures on the OTC Markets, and to the extent the Buyer found it prudent and reasonable, had a full and fair opportunity to meet and confer with his own legal and financial consultants and advisors regarding the Agreement. The Buyer acknowledges having obtained certain information from Eco, including, but not limited to: Eco’s exact name, its business address and contact information, its state of incorporation, the exact title and class of its securities, the par value for those securities, the total number of outstanding shares, the name and address of Eco’s transfer agent, the nature of the Eco’s business, the nature and extent of the Eco’s facilities, the names of Eco’s chief executive officers and board of directors and Eco’s most recent balance sheet, profit and loss statement and any retained earnings statement.

e. The Buyer is acquiring the Eco common shares for his own account, and not with a view towards a public distribution of those shares as an underwriter for Eco, or the Seller as an Affiliate of Eco. The Buyer acknowledges that he is not acquiring the Eco common stock as the result of any advertisement or solicitation, including any publicly issued or circulated newspaper, mail, radio, television or other form of general advertising or solicitation in connection with the offer, sale and purchase, from either Eco or the Seller as an Affiliate of Eco, regarding his investment in the Eco common stock acquired by virtue of this Agreement. The Eco common stock to be acquired by the Buyer hereunder will be purchased for investment purposes and for the Buyer’s own account, not as a nominee or agent, and not with a view to the public resale or distribution thereof within the meaning of the Securities Act, and the Buyer has no present intention of selling, granting any participation in, or otherwise distributing such Eco common stock.

f. The Buyer represents that the Buyer is familiar with the requirements of Rule 144 of the Securities Act, as presently in effect, and understands the resale limitations imposed thereby. The Buyer understands that Eco is under no obligation to register any of the shares of Eco common stock acquired hereunder. The Buyer understands that no public market now exists for the Eco common stock and that it is uncertain whether a public market will ever exist.

g. Legend. It is understood that the certificates evidencing the shares of Eco common stock will bear a legend substantially in the form set forth below.

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

5. Additional Provisions.

a. This Agreement may be executed in any number of counterparts, all of which when taken together shall be considered one and the same agreement, it being understood that all Parties need not sign the same counterpart. In the event that any signature is delivered by Fax or by E-Mail, such signature shall create a valid and binding obligation of that Party (or on whose behalf such signature is executed) with the same force and effect as an original thereof. Any photographic, photocopy, or similar reproduction copy of this Agreement, with all signatures reproduced on one or more sets of signature pages, shall be considered for all purposes as if it were an executed counterpart of this Agreement.

b. This Agreement, and all references, documents, or instruments referred to herein, contains the entire agreement and understanding of the Parties in respect to the subject matter contained herein. The Parties have expressly not relied upon any promises, representations, warranties, agreements, covenants, or undertakings, other than those expressly set forth or referred to herein. This Agreement supersedes (i) any and all prior written or oral agreements, understandings, and negotiations between the Parties with respect to the subject matter contained herein; and, (ii) any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

c. Each and every provision of this Agreement is severable and independent of any other term or provision of this Agreement. If any term or provision hereof is held void or invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the remainder of this Agreement.

d. This Agreement shall be governed by the laws of the State of California, without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California. If any court action is necessary to enforce the terms and conditions of this Agreement, the Parties hereby agree that the Superior Court of California, County of San Diego, shall be the sole jurisdiction and venue for the bringing of such action.

e. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, it is agreed that the Parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which they are entitled at law or in equity. The remedies of the Parties under this Agreement are cumulative and shall not exclude any other remedies to which any person may be lawfully entitled.

f. No failure by any Party to insist on the strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any right or remedy on a breach shall constitute a waiver of any such breach or of any other covenant, duty, agreement, or condition.

g. In the event of any legal action (including any arbitration) to enforce or interpret the provisions of this Agreement, the non-prevailing Party shall pay the reasonable attorneys’ fees and other costs and expenses including expert witness fees of the prevailing Party in such amount as the court shall determine. In addition, such non-prevailing Party shall pay reasonable attorneys’ fees incurred by the prevailing Party in enforcing, or on appeal from, a judgment in favor of the prevailing Party. The preceding sentence is intended by the Parties to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.

h. This Agreement is the result of negotiations by and between the Parties, and each Party has had the opportunity to be represented by independent legal counsel of its choice. This Agreement is the product of the work and efforts of all Parties, and shall be deemed to have been drafted by all Parties. In the event of a dispute, no Party shall be entitled to claim that any provision should be construed against any other Party by reason of the fact that it was drafted by one particular Party.

k. When a reference is made in this Agreement to an Article, Section, Subsection, Exhibit, or Schedule, such reference shall be to said item of this Agreement unless otherwise indicated. The Exhibits and Schedules identified in this Agreement are incorporated herein by reference and made a part hereof as if set out in full herein.

l. Each Party agrees (i) to furnish upon request to each other Party such further information; (ii) to execute and deliver to each other Party such other documents; and, (iii) to do such other acts and things, all as another Party may reasonably request for the purpose of carrying out the intent of this Agreement and the transactions envisioned hereunder. However, this provision shall not require that any additional representations or warranties be made and no Party shall be required to incur any material expense or potential exposure to legal liability pursuant to this section.

m. All notices, requests and demands hereunder shall be in writing and delivered by hand, by Electronic Transmission, by mail, or by recognized commercial overnight delivery service (such as Federal Express or UPS), and shall be deemed given (a) if by hand delivery, upon such delivery; (b) if by Electronic Transmission, upon telephone confirmation of receipt of same; (c) if by mail, forty-eight (48) hours after deposit in the United States mail, first class, registered or certified mail, postage prepaid; or, (d) if by recognized commercial overnight delivery service, upon such delivery.

1. Each Party hereby expressly consents to the use of Electronic Transmission for communications and notices under this Agreement. For purposes of this Agreement, “Electronic Transmission” means a communication (i) delivered by Fax or E-Mail when directed to the Fax number or E-Mail address, respectively, for that recipient on record with the sending Party; and, (ii) creates a record that is capable of retention, retrieval and review, and that may thereafter be rendered into clearly legible tangible form.

2. Any Party may alter the fax number, email address, physical address, or postage address to which communications are to be sent by giving notice of such change of address to the other Party in accordance with the provisions of this Section.

IN WITNESS WHEREOF, each of the undersigned has duly executed this Securities Purchase Agreement as of the date first written above.

SELLER:

HERITAGE FUNDING, INC.

A Nevada corporation

By: _________________________

Name: Joel Tolchin

Its: President, Director

BUYER:

JOHN ENGLISH

By: _________________________

Name: John English

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into effective as of the 12^thday of February, 2020 (the “Effective Date”), by and between BLUE RIDGE ENTERPRISES LLC., a Nevada corporation, having an address of 5256 South Mission Rd. Suite 204(“Seller”); and, ECO-GEN ENERGY INC., a company, having an address of 7247 Hayvenhurst Ave., #A-6, Van Nuys, CA 91406. (“Buyer”). Seller and Buyer are sometimes referred to collectively herein as the “Parties”, and each individually as a “Party”.

RECITALS

B. Buyer wishes to buy all of Seller’s right, title, and interest in and to Twenty-Five million [25,000,000] shares of common stock from Seller’s May 9, 2018 purchase.

C. Seller desires to sell to Buyer all of Sellers’ right, title, and interest in and to the subject Twenty-Five million shares of common stock, based on the terms and conditions set out herein.

1. Consideration. Buyer shall pay to Seller four hundred dollars and zero cents ($400.00) which amount is referred to herein as the “Purchase Price”.

2. Closing and Agreement. Subject to and in accordance with the terms and conditions set forth in this Agreement, Seller hereby grants, sells, assigns, and conveys to Buyer, without recourse, all of Seller’s right, title, and interest in, to Twenty-Five million [25,000,000] shares of common stock of Eco Innovation Group, Inc. The closing of the transactions contemplated hereunder (the “Closing”) shall take place simultaneously with the delivery of the Purchase Price via payment of immediately available funds against the assignment of the Note. The Closing shall occur no later than 5:00 P.M., San Diego, California time, on 13 February 2020, unless extended by the mutual written consent of the Parties.

3. Representations of Seller. Seller hereby represents and covenants to Buyer that:

4. Representations of Buyer. Buyer hereby represents and covenant to Seller that:

g. Legend. It is understood that the certificates evidencing the shares of Eco common stock will bear a legend substantially in the form set forth below.

5. Additional Provisions.

IN WITNESS WHEREOF, each of the undersigned has duly executed this Securities Purchase Agreement as of the date first written above.

SELLER:

BLUE RIDGE ENTERPRISES LLC.

By: _________________________

Name: Donald Steinberg

BUYER:

ECO-GEN ENERGY INC.

By: _________________________

Name: Julia Otey

February 12, 2020

205 Worth Avenue

Suite 201L

Palm Beach, FL 33480

Dear Board of Directors:

I, John English hereby resign my positions as CEO, President and Director of Eco Innovation Group, Inc. [ECOX] effective upon the completion of our agreement and the appointment of our successor. It has been an honor to lead ECOX these past years and to serve the stakeholders and staff who have been part of the creation of this company. I am proud of what we have accomplished on behalf of our team as we pursue the interests of the company and bring value to each subsidiary. I am convinced that ECOX will continue to be an increasingly strong force in its industry and will bring innovative ideas and create pioneering technologies for its customers and stakeholders worldwide.

We hereby appoint Julia Otey as President and Director of Eco Innovation Group, Inc. [ECOX]

With regards,

_______________________

John English, President/Director/C.E.O.

_______________________

Julia Otey

Executive Employment Agreement

This Executive Employment Agreement (the “Agreement”) is effective as of May 01, 2020, by and between Julia Otey-Raudes located at 9549 Encino Avenue, Northridge, CA 91325 (the “Executive”) and Eco Innovation Group, Inc., a corporation formed and operating under the laws of the State of Nevada (the “Company”).

WHEREAS, the Company desires to employ the Executive on the terms and conditions set forth herein; and,

WHEREAS, the Executive desires to be employed by the Company on such terms and conditions.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and obligations set forth herein, the parties agree as follows:

1. Term. The Executive’s employment hereunder shall be effective as of May 1, 2020 (the “Effective Date”) and shall continue from year to year until unless terminated earlier pursuant to Section 5 of this Agreement. The period during which the Executive is employed by the Company hereunder is hereinafter referred to as the “Employment Term.”

Position and Duties.

2.1 Position. During the Employment Term, the Executive shall serve as the President of the Company, reporting to the Board of Directors. In such position, the Executive shall have such duties, authority, and responsibility as shall be determined from time to time by the Board of Directors, which duties, authority, and responsibility are consistent with the Executive’s position.

2.2 Duties. During the Employment Term, the Executive shall devote substantially all of his business time and attention to the performance of the Executive’s duties hereunder and will not engage in any other business, profession, or occupation for compensation or otherwise which would materially conflict or substantially interfere with the performance of such services either directly or indirectly. The list of services are as follows:

•

Manage the Eco Innovation Group team.

•

Enhance and/or develop, implement and enforce policies and procedures of the organization by way of systems that will improve the overall operation and effectiveness of the company.

•

Participate in the development of the corporation’s plans and programs as a strategic partner.

•

Evaluate and advise on the impact of long range planning, introduction of new programs/strategies

•

Participate in the development of targets for the team

•

Other duties as may arise from time to time and as may be assigned to the Employee.

3. Place of Performance. The principal place of Executive’s employment shall be the Company’s principal executive office currently located in Van Nuys, California, or such other place as may be determined by the Company in consultation with the Executive. The Executive acknowledges that he may be required to travel on Company business during the Employment Term.

Compensation.

4.1 Base Salary. The Company shall pay the Executive an annual rate of base salary of three hundred thousand dollars ($300,000.00) in monthly installments of twenty five thousand dollars ($25,000.00) per month in accordance with the Company’s customary payroll practices and applicable wage payment laws. The Executive’s base salary shall be reviewed at least annually by the Board and the Board may, but shall not be required to, increase the base salary during the Employment Term. The Executive’s annual base salary, as in effect from time to time, is hereinafter referred to as “Base Salary.” In lieu of the payment of the Executive’s Base Salary, the Executive is hereby granted the option to convert any or all unpaid Base Salary due and owing into common stock of the Company at any time by providing a written notice to the Board.

4.2 Starting Bonus. Executive shall receive ten million (10,000,000 shares of Eco Innovation Group (ECOX) upon signing this contract. The stock will amortize ratably over one year during the service period. These shares shall be issued on a restricted basis and shall vest at the rate of one twelfth (1/12) of the total amount issued each month for a total of twelve (12) months.

4.3

Annual Bonus.

(a) For each fiscal year of the Employment Term, the Executive shall be eligible to receive an annual bonus (the “Annual Bonus”). However, the decision to provide any Annual Bonus and the amount and terms of any Annual Bonus shall be in the sole and absolute discretion of the Board.

(b)

The Annual Bonus, if any, will be paid at a time in the discretion of the Board.

(c) Except as otherwise provided in Section 5, in order to be eligible to receive an Annual Bonus, the Executive must be employed by the Company on the last day of the applicable fiscal year end that Annual Bonuses are paid.

4.4 Equity Awards. During the Employment Term, the Executive shall be eligible to participate in a Equity Incentive Plan or any successor plan (the “Plan”), should such a plan be established and approved by the board of directors of the Company, subject to the terms of the Plan, as determined by the Board or the Compensation Committee, in its discretion from time to time.

4.5 Fringe Benefits and Perquisites. During the Employment Term, the Executive shall be entitled to fringe benefits and perquisites consistent with the practices of the Company, and to the extent the Company provides similar benefits or perquisites (or both) to similarly situated executives of the Company during the Employment Term, the Company shall provide the Executive with the same fringe benefits and perquisites.

4.6 Employee Benefits. To the extent established by the board of directors of the Company, during the Employment Term, the Executive shall be entitled to participate in all employee benefit plans, practices, and programs maintained by the Company, as in effect from time to time (collectively, “Employee Benefit Plans,” on a basis which is no less favorable than is provided to other similarly situated executives of the Company, to the extent consistent with applicable law and the terms of the applicable Employee Benefit Plans. The Company reserves the right to amend or cancel any Employee Benefit Plans at any time in its sole discretion, subject to the terms of such Employee Benefit Plan and applicable law.

4.7

Vacation; Paid Time-Off. During the Employment Term, the Executive shall be entitled to fifteen

(15) paid vacation days per calendar year (prorated for partial years) in accordance with the Company’s vacation policies, as in effect from time to time that is at least as favorable as that provided to other similarly situated executives of the Company. The Executive shall receive other paid time-off in accordance with the Company’s policies for executive officers as such policies may exist from time to time.

4.8 Business Expenses. The Executive shall be entitled to reimbursement for all reasonable and necessary out-of-pocket business, entertainment, and travel expenses incurred by the Executive in connection with the performance of the Executive’s duties hereunder in accordance with the Company’s expense reimbursement policies and procedures.

4.9

Indemnification.

(a) In the event that the Executive is made a party or threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “Proceeding”), other than any Proceeding initiated by the Executive or the Company related to any contest or dispute between the Executive and the Company or any of its affiliates with respect to this Agreement or the Executive’s employment hereunder, by reason of the fact that the Executive is or was a director or officer of the Company, or any affiliate of the Company, or is or was serving at the request of the Company as a director, officer, member, employee, or agent of another corporation or a partnership, joint venture, trust, or other enterprise, the Executive shall be indemnified and held harmless by the Company to the fullest extent applicable to any other officer or director of the Company to the maximum extent permitted under applicable law and the Company’s bylaws from and against any liabilities, costs, claims, and expenses, including all costs and expenses incurred in defense of any Proceeding (including attorneys’ fees). Costs and expenses incurred by the Executive in defense of such Proceeding (including attorneys’ fees) shall be paid by the Company in advance of the final disposition of such litigation upon receipt by the Company of: (i) a written request for payment; (ii) appropriate documentation evidencing the incurrence, amount, and nature of the costs and expenses for which payment is being sought; and

(iii) an undertaking adequate under applicable law made by or on behalf of the Executive to repay the amounts so paid if it shall ultimately be determined that the Executive is not entitled to be indemnified by the Company under this Agreement.

(b) During the Employment Term and for a period of six (6) years thereafter, the Company or any successor to the Company shall purchase and maintain, at its own expense, directors’ and officers’ liability insurance providing coverage to the Executive on terms that are no less favorable than the coverage provided to other directors and similarly situated executives of the Company.

4.10 Clawback Provisions. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation. or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation, or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

5. Termination of Employment. The Employment Term and the Executive’s employment hereunder may be terminated by either the Company or the Executive at any time and for any reason; provided that, unless otherwise provided herein, either party shall be required to give the other party at least thirty (30) days advance written notice of any termination of the Executive’s employment. Upon termination of the Executive’s employment during the Employment Term, the Executive shall be entitled to the compensation and benefits described in this Section 5 and shall have no further rights to any compensation or any other benefits from the Company or any of its affiliates.

5.1 By the Company For Cause or by the Executive Without Good Reason.

(a) The Executive’s employment hereunder may be terminated by the Company for Cause; or, by the Executive without Good Reason. If the Executive’s employment is terminated by the Company for Cause or by the Executive without Good Reason, the Executive shall be entitled to receive:

(i) any accrued but unpaid Base Salary and accrued but unused vacation which shall be paid on the pay date immediately following the Termination Date (as defined below) in accordance with the Company’s customary payroll procedures;

(ii)

any earned but unpaid Annual Bonus with respect to any completed fiscal year immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date, except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement; provided that, if the Executive’s employment is terminated by the Company for Cause, then any such accrued but unpaid Annual Bonus shall be forfeited;

(iii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; and

(iv) such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the Company’s employee benefit plans pro rata as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein.

Items 5.1(a)(i) through 5.1(a)(iv) are referred to herein collectively as the “Accrued Amounts”.

(b)

For purposes of this Agreement, “Cause” shall mean:

(i) the Executive’s willful failure to perform his duties, other than any such failure resulting from incapacity due to physical or mental illness;

(ii) the Executive’s willful failure to comply with any valid and legal directive of The Board of Directors;

(iii) the Executive’s willful engagement in dishonesty, illegal conduct, or gross misconduct, which is, in each case, materially injurious to the Company or its affiliates;

(iv) the Executive’s embezzlement, misappropriation, or fraud, whether or not related to the Executive’s employment with the Company;

(v) the Executive’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude, if such felony or other crime is work-related, materially impairs the Executive’s ability to perform services for the Company or results in material, reputational or financial harm to the Company or its affiliates;

(vi)

the Executive’s violation of a material policy of the Company;

(vii) the Executive’s willful unauthorized disclosure of Confidential Information (as defined below);

(viii) the Executive’s material breach of any material obligation under this Agreement or any other written agreement between the Executive and the Company; or

(ix) any material failure by the Executive to comply with the Company’s written policies or rules, as they may be in effect from time to time during the Employment Term, if such failure causes material, reputational or financial harm to the Company.

For purposes of this provision, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the advice of counsel for the Company or by virtue of an instruction or direction from The Board of Directors, shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.

Termination of the Executive’s employment shall not be deemed to be for Cause unless and until the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the Board (after reasonable written notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that the Executive has engaged in the conduct described in any of (i)-(ix) above. Except for a failure, breach, or refusal which, by its nature, cannot reasonably be expected to be cured, the Executive shall have ten (10) business days from the delivery of written notice by the Company within which to cure any acts constituting Cause; provided however, that, if the Company reasonably expects irreparable injury from a delay of ten (10) business days, the Company may give the Executive notice of such shorter period within which to cure as is reasonable under the circumstances, which may include the termination of the Executive’s employment without notice and with immediate effect. The Company may place the Executive on paid leave for up to sixty (60) days while it is determining whether there is a basis to terminate the Executive’s employment for Cause. Any such action by the Company will not constitute Good Reason.

(c) For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following, in each case during the Employment Term without the Executive’s written consent:

(i) a material reduction in the Executive’s Base Salary other than a general reduction in Base Salary that affects all similarly situated executives in substantially the same proportions;

(ii)

a material reduction in the Executive’s Target Bonus opportunity;

(iii)

a relocation of the Executive’s principal place of employment by more than fifty (50) miles;

(iv) any material breach by the Company of any material provision of this Agreement, or any material provision of any other agreement between the Executive and the Company;

(v) the Company’s failure to obtain an agreement from any successor to the Company to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no succession had taken place, except where such assumption occurs by operation of law;

(vi) a material, adverse change in the Executive’s title, authority, duties, or responsibilities (other than temporarily while the Executive is physically or mentally incapacitated or as required by applicable law) taking into account the Company’s size, status as a public company, and capitalization as of the date of this Agreement; or,

(vii)

a material adverse change in the reporting structure applicable to the Executive.

The Executive cannot terminate his employment for Good Reason unless he has provided written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within thirty [30] days of the initial existence of such grounds and the Company has had at least ten [10] days from the date on which such notice is provided to cure such circumstances. If the Executive does not terminate his employment for Good Reason within thirty [30] days after the first occurrence of the applicable grounds, then the Executive will be deemed to have waived his right to terminate for Good Reason with respect to such grounds.

5.2 Non-Renewal by the Company, Without Cause or for Good Reason. The Employment Term and the Executive’s employment hereunder may be terminated on account of the Company’s failure to renew the Agreement in accordance with Sections 1 and 5; by the Executive for Good Reason; or, by the Company without Cause. In the event of such termination, the Executive shall be entitled to receive the Accrued Amounts and, subject to the Executive’s compliance with Section 6, Section 7, Section 8, and Section 9 of this Agreement, and his execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the “Release”) and such Release becoming effective within thirty (30) days following the Termination Date (such 30- day period, the “Release Execution Period”), the Executive shall be entitled to receive the following:

(a) a lump sum payment equal to one (1) year of the Executive’s Base Salary and Target Bonus for the year in which the Termination Date occurs, which shall be paid within thirty (30) days following the Termination Date; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year;

(b) The treatment of any outstanding equity awards shall be determined in accordance with terms set by the Board or the Compensation Committee of the Eco Innovation Group, Inc.. Equity Incentive Plan or any successor Plan, and the applicable award agreements.

(c) Notwithstanding the terms of the Eco Innovation Group, Inc.. Equity Incentive Plan or any successor Plan or any applicable award agreements:

all outstanding unvested stock options and/or stock appreciation rights granted to the Executive during the Employment Term shall become fully vested and exercisable for the remainder of their full term;

ii.

all outstanding equity-based compensation awards, other than stock options or stock appreciation rights, that are not intended to qualify as performance-based compensation under Section 162(m)(4)(C) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become fully vested and the restrictions thereon shall lapse; provided that, any delays in the settlement or payment of such awards that are set forth in the applicable award agreement and that are required under Section 409A of the Code (”Section 409A”) shall remain in effect; and,

iii.

all outstanding equity-based compensation awards, other than stock options and/or stock appreciation rights, that are intended to constitute performance-based compensation under Section 162(m)(4)(C) of the Code shall remain outstanding and shall vest or be forfeited in accordance with the terms of the applicable award agreements, if the applicable performance goals are satisfied.

5.3

Death or Disability.

(a) The Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability.

(b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following:

(i) the Accrued Amounts; and

(ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs.

Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law.

(c) For purposes of this Agreement, “Disability” shall mean the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

5.4

Change in Control Termination.

(a) Notwithstanding any other provision contained herein, if the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Sections 1 and 5, or without Cause (other than on account of the Executive’s death or Disability), in each case within twenty-four (24) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, subject to the Executive’s compliance with Section 6, Section 7, Section 8 and Section 9 of this Agreement, and his execution of a

Release which becomes effective within thirty (30) days following the Termination Date, the Executive shall be entitled to receive the following:

(i)

a lump sum payment equal to two (2) times the sum of the Executive’s Base Salary and Target Bonus for the year in which the Termination Date occurs (or if greater, the year immediately preceding the year in which the Change in Control occurs), which shall be paid within thirty (30) days following the Termination Date: provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year; and,

(ii) a lump sum payment equal to the Executive’s Target Bonus for the fiscal year in which the Termination Date (as determined in accordance with Section 5.6) occurs (or if greater, the year in which the Change in Control occurs), which shall be paid within thirty (30) days following the Termination Date; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year.

(b)

Notwithstanding the terms of any equity incentive plan or award agreements, as applicable:

(i) all outstanding unvested stock options or stock appreciation rights granted to the Executive during the Employment Term shall become fully vested and exercisable for the remainder of their full term;

(ii) all outstanding equity-based compensation awards other than stock options or stock appreciation rights that are not intended to qualify as performance-based compensation under Section 162(m)(4)(C) of the Code shall become fully vested and the restrictions thereon shall lapse; provided that, any delays in the settlement or payment of such awards that are set forth in the applicable award agreement and that are required under Section 409A shall remain in effect; and,

(iii) all outstanding equity-based compensation awards other than stock options and stock appreciation rights that are intended to constitute performance-based compensation under Section 162(m)(4)(C) of the Code shall remain outstanding and shall vest or be forfeited in accordance with the terms of the applicable award agreements, if the applicable performance goals are satisfied.

(c) For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following after the Effective Date:

(i) one person (or more than one person acting as a group) acquires ownership of stock of the Company that, together with the stock held by such person or group, constitutes more than fifty (50%) of the total fair market value or total voting power of the stock of such corporation; provided that, a Change in Control shall not occur if any person (or more than one person acting as a group) owns more than fifty (50%) of the total fair market value or total voting power of the Company’s stock and acquires additional stock;

(ii) a majority of the members of the Board are replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the Board before the date of appointment or election; or

(iii)

the sale of all or substantially all of the Company’s assets.

Notwithstanding the foregoing, a Change in Control shall not occur unless such transaction constitutes a change in the ownership of the Company, a change in effective control of the Company, or a change in the ownership of a substantial portion of the Company’s assets under Section 409A.

5.5 Notice of Termination. Any termination of the Executive’s employment hereunder by the Company or by the Executive during the Employment Term (other than termination pursuant to Section 5.3(a) on account of the Executive’s death) shall be communicated by written notice of termination (“Notice of Termination”) to the other party hereto in accordance with Section 27. The Notice of Termination shall specify:

(a) The termination provision of this Agreement relied upon;

(b) To the extent applicable, the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated; and

(c)

The applicable Termination Date.

5.6

Termination Date. The Executive’s “Termination Date” shall be:

(a) If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death;

(b) If the Executive’s employment hereunder is terminated on account of the Executive’s Disability, the date that it is determined that the Executive has a Disability;

(c) If the Company terminates the Executive’s employment hereunder for Cause, the date the Notice of Termination is delivered to the Executive;

(d) If the Company terminates the Executive’s employment hereunder without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Company shall have the option to provide the Executive with a lump sum payment equal to thirty (30) days’ Base Salary in lieu of such notice, which shall be paid in a lump sum on the Executive’s Termination Date and for all purposes of this Agreement, the Executive’s Termination Date shall be the date on which such Notice of Termination is delivered;

(e) If the Executive terminates his employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; [provided that, the Company may waive all or any part of the thirty (30) day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company]; and

(f) If the Executive’s employment hereunder terminates because either party provides notice of non- renewal pursuant to Section 1, the Renewal Date immediately following the date on which the applicable party delivers notice of non-renewal.

Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

5.7 Mitigation. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and except as provided in Section 5.2(c), any amounts payable pursuant to this Section 5 shall not be reduced by compensation the Executive earns on account of employment with another employer].

5.8 Resignation of All Other Positions. Upon termination of the Executive’s employment hereunder for any reason, the Executive agrees to resign, effective on the Termination Date, shall be deemed to have resigned from all positions that the Executive holds as an officer or member of the Board (or a committee thereof) of the Company or any of its affiliates.

5.9

Section 280G.

(a) If any of the payments or benefits received or to be received by the Executive (including, without limitation, any payment or benefits received in connection with a Change in Control or the Executive’s termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement, or agreement, or otherwise) (all such payments collectively referred to herein as the “280G Payments”) constitute “parachute payments” within the meaning of Section 280G of the Code and will be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), the Company shall pay to the Executive, no later than the time such Excise Tax is required to be paid by the Executive or withheld by the Company, an additional amount equal to the sum of the Excise Tax payable by the Executive, plus the amount necessary to put the Executive in the same after-tax position (taking into account any and all applicable federal, state, and local excise, income, or other taxes at the highest applicable rates on such 280G Payments and on any payments under this Section 5.9 or otherwise) as if no Excise Tax had been imposed.

(b) All calculations and determinations under this Section 5.9 shall be made by an independent accounting firm or independent tax counsel appointed by the Company (the “Tax Counsel”) whose determinations shall be conclusive and binding on the Company and the Executive for all purposes. For purposes of making the calculations and determinations required by this Section 5.9, the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section 4999 of the Code. The Company and the Executive shall furnish the Tax Counsel with such information and documents as the Tax Counsel may reasonably request in order to make its determinations under this Section 5.9. The Company shall bear all costs the Tax Counsel may reasonably incur in connection with its services.

Cooperation. The parties agree that certain matters in which the Executive will be involved during the Employment Term may necessitate the Executive’s cooperation in the future. Accordingly, following the termination of the Executive’s employment for any reason, to the extent reasonably requested by the Board, the Executive shall cooperate with the Company in connection with matters arising out of the Executive’s service to the Company; provided that, the Company shall make reasonable efforts to minimize disruption of the Executive’s other activities. The Company shall reimburse the Executive for reasonable expenses incurred in connection with such cooperation and, to the extent that the Executive is required to spend substantial time on such matters, the Company shall compensate the Executive at an hourly rate based on the Executive’s Base Salary on the Termination Date.

7. Confidential Information. The Executive understands and acknowledges that during the Employment Term, he will have access to and learn about Confidential Information, as defined below.

7.1

Confidential Information Defined.

(a) Definition.

For purposes of this Agreement, “Confidential Information” includes, but is not limited to, all information not generally known to the public, in spoken, printed, electronic or any other form or medium, relating directly or indirectly to: business processes, practices, methods, policies, plans, publications, documents, research, operations, services, strategies, techniques, agreements, contracts, terms of agreements, transactions, potential transactions, negotiations, pending negotiations, know-how, trade secrets, web design, work-in-process, databases, manuals, records, articles, systems, material, sources of material, supplier information, vendor information, financial information, results, accounting information, accounting records, legal information, marketing information, advertising information, pricing information, credit information, design information, payroll information, staffing information, personnel information, employee lists, supplier lists, vendor lists, developments, reports, internal controls, security procedures, graphics, drawings, sketches, market studies, sales information, revenue, costs, formulae, notes, communications, product plans, designs, styles, models, ideas, audiovisual programs, inventions, unpublished patent applications, original works of authorship, discoveries, experimental processes, experimental results, specifications, customer information, customer lists, client information, client lists, manufacturing information, factory lists, distributor lists, and buyer lists of the Company or its businesses or any existing or prospective customer, supplier, investor or other associated third party, or of any other person or entity that has entrusted information to the Company in confidence.

The Executive understands that the above list is not exhaustive, and that Confidential Information also includes other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used.

The Executive understands and agrees that Confidential Information includes information developed by him in the course of his employment by the Company as if the Company furnished the same Confidential Information to the Executive in the first instance. Confidential Information shall not include information that is generally available to and known by the public at the time of disclosure to the Executive; provided that, such disclosure is through no direct or indirect fault of the Executive or person(s) acting on the Executive’s behalf.

(b)

Company Creation and Use of Confidential Information.

The Executive understands and acknowledges that the Company has invested, and continues to invest, substantial time, money, and specialized knowledge into developing its resources, creating a customer base, generating customer and potential customer lists, training its employees, and improving its offerings in the field of Technology Consulting and Company proprietary products and processes. The Executive understands and acknowledges that as a result of these efforts, the Company has created, and continues to use and create Confidential Information. This Confidential Information provides the Company with a competitive advantage over others in the marketplace.

(c)

Disclosure and Use Restrictions.

The Executive agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other employees of the Company) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Company and, in any event, not to anyone outside of the direct employ of the Company except as required in the performance of the Executive’s authorized employment duties to the Company or with the prior consent of the Board of Directors acting on behalf of the Company in each instance (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent); and (iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the Company, except as required in the performance of the Executive’s authorized employment duties to the Company or with the prior consent of The Board of Directors acting on behalf of the Company in each instance (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent). Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order. The Executive shall promptly provide written notice of any such order to The Board of Directors.

(d) Notice of Immunity Under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016 (“DTSA”). Notwithstanding any other provision of this Agreement:

(i) The Executive will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that:

(A) is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or

(B) is made in a complaint or other document filed under seal in a lawsuit or other proceeding.

(ii) If the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive:

(A)

files any document containing trade secrets under seal; and

(B)

does not disclose trade secrets, except pursuant to court order.

Restrictive Covenants.

8.1 Acknowledgement. The Executive understands that the nature of the Executive’s position gives him access to and knowledge of Confidential Information and places him in a position of trust and confidence with the Company. The Executive understands and acknowledges that the intellectual or artistic or other services he provides to the Company are unique, special, or extraordinary.

The Executive further understands and acknowledges that the Company’s ability to reserve these for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company, and that improper use or disclosure by the Executive is likely to result in unfair or unlawful competitive activity.

8.2 Non-Competition. Because of the Company’s legitimate business interest as described herein and the good and valuable consideration offered to the Executive, during the Employment Term and for twelve (12) months beginning on the last day of the Executive’s employment with the Company, for any reason or no reason, and whether employment is terminated at the option of the Executive or the Company, the Executive agrees and covenants not to engage in Prohibited Activity.

For purposes of this Section 8, “Prohibited Activity” is activity in which the Executive contributes his knowledge, directly or indirectly, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, agent, employee, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the same or similar business as the Company, including those engaged in the business of Technology Consulting and like Company proprietary products and processes. Prohibited Activity also includes activity that may require or inevitably requires disclosure of trade secrets, proprietary information or Confidential Information.

Nothing herein shall prohibit the Executive from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such corporation.

This Section 8 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to The Board of Directors.

8.3 Non-Solicitation of Employees. The Executive agrees and covenants not to directly or indirectly solicit, hire, recruit, attempt to hire or recruit, or induce the termination of employment of any employee of the Company during twelve (12) months, beginning on the last day of the Executive’s employment with the Company.

8.4 Non-Solicitation of Customers. The Executive understands and acknowledges that because of the Executive’s experience with and relationship to the Company, he will have access to and learn about much or all of the Company’s customer information. “Customer Information” includes, but is not limited to, names, phone numbers, addresses, e-mail addresses, order history, order preferences, chain of command, pricing information, and other information identifying facts and circumstances specific to the customer and relevant to sales or services.

The Executive understands and acknowledges that loss of this customer relationship and/or goodwill will cause significant and irreparable harm.

The Executive agrees and covenants, during twelve (12) months, beginning on the last day of the Executive’s employment with the Company, not to directly or indirectly solicit, contact (including but not limited to e-mail, regular mail, express mail, telephone, fax, and instant message), attempt to contact, or meet with the Company’s current, former or prospective customers for purposes of offering or accepting goods or services similar to or competitive with those offered by the Company.

This restriction shall only apply to:

(a)

Customers or prospective customers the Executive contacted in any way during the past twelve

(12) months;

(b)

Customers about whom the Executive has trade secret or confidential information;

(c)

Customers who became customers during the Executive’s employment with the Company; and

(d)

Customers about whom the Executive has information that is not available publicly.

9. Non-Disparagement. The Executive agrees and covenants that he will not at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the Company or its businesses, or any of its employees, officers, and existing and prospective customers, suppliers, investors and other associated third parties.

This Section 9 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to The Board of Directors.

The Company agrees and covenants that it shall cause its officers and directors to refrain from making any defamatory or disparaging remarks, comments, or statements concerning the Executive to any third parties.

10. Acknowledgement. The Executive acknowledges and agrees that the services to be rendered by him to the Company are of a special and unique character; that the Executive will obtain knowledge and skill relevant to the Company’s industry, methods of doing business and marketing strategies by virtue of the Executive’s employment; and that the restrictive covenants and other terms and conditions of this Agreement are reasonable and reasonably necessary to protect the legitimate business interest of the Company.

The Executive further acknowledges that the amount of his compensation reflects, in part, his obligations and the Company’s rights under Section 7, Section 8, and Section 9 of this Agreement; that he has no expectation of any additional compensation, royalties or other payment of any kind not otherwise referenced herein in connection herewith; and that he will not be subject to undue hardship by reason of his full compliance with the terms and conditions of Section 7, Section 8, and Section 9 of this Agreement or the Company’s enforcement thereof.

11. Remedies. In the event of a breach or threatened breach by the Executive of Section 7, Section 8, or Section 9 of this Agreement, the Executive hereby consents and agrees that the Company shall be

entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms of relief. In the event the Company seeks and obtains legal and/or equitable relief under this Section, the Company shall recover its attorney fees and costs from Executive.

12. Arbitration. Any dispute, controversy or claim arising out of or related to this Agreement or any breach of this Agreement shall be submitted to and decided by binding arbitration. Arbitration shall be administered exclusively by the American Arbitration Association and shall be conducted consistent with the rules, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the parties. The prevailing party in any binding arbitration may recover its reasonable attorney fees as an element of costs, subject to the discretion of the arbitrator or arbitrators.

13.

Proprietary Rights.

13.1 Work Product. The Executive acknowledges and agrees that all right, title, and interest in and to all writings, works of authorship, technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, materials, and all other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, amended, conceived, or reduced to practice by the Executive individually or jointly with others during the period of his employment by the Company and relate in any way to the business or contemplated business, products, activities, research, or development of the Company or result from any work performed by the Executive for the Company (in each case, regardless of when or where prepared or whose equipment or other resources is used in preparing the same), all rights and claims related to the foregoing, and all printed, physical and electronic copies, and other tangible embodiments thereof (collectively, “Work Product”), as well as any and all rights in and to US and foreign (a) patents, patent disclosures and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing, (c) copyrights and copyrightable works (including computer programs), mask works, and rights in data and databases, (d) trade secrets, know-how, and other confidential information, and (e) all other intellectual property rights, in each case whether registered or unregistered and including all registrations and applications for, and renewals and extensions of, such rights, all improvements thereto and all similar or equivalent rights or forms of protection in any part of the world (collectively, “Intellectual Property Rights”), shall be the sole and exclusive property of the Company.

For purposes of this Agreement, Work Product includes, but is not limited to, Company Group information, including plans, publications, research, strategies, techniques, agreements, documents, contracts, terms of agreements, negotiations, know-how, computer programs, computer applications, software design, web design, work in process, databases, manuals, results, developments, reports, graphics, drawings, sketches, market studies, formulae, notes, communications, algorithms, product plans, product designs, styles, models, audiovisual programs, inventions, unpublished patent applications, original works of authorship, discoveries, experimental processes, experimental results, specifications, customer information, client information, customer lists, client lists, manufacturing information, marketing information, advertising information, and sales information.

13.2 Work Made for Hire; Assignment. The Executive acknowledges that, by reason of being employed by the Company at the relevant times, to the extent permitted by law, all of the Work Product consisting of copyrightable subject matter is “work made for hire” as defined in 17 U.S.C. § 101 and such copyrights are therefore owned by the Company. To the extent that the foregoing does not apply, the Executive hereby irrevocably assigns to the Company, for no additional consideration, the Executive’s entire right, title, and interest in and to all Work Product and Intellectual Property Rights therein, including the right to sue, counterclaim, and recover for all past, present, and future infringement, misappropriation, or dilution thereof, and all rights corresponding thereto throughout the world. Nothing contained in this Agreement shall be construed to reduce or limit the Company’s rights, title, or interest in any Work Product or Intellectual Property Rights so as to be less in any respect than that the Company would have had in the absence of this Agreement.

13.3 Further Assurances; Power of Attorney. During and after his employment, the Executive agrees to reasonably cooperate with the Company to (a) apply for, obtain, perfect, and transfer to the Company the Work Product as well as any and all Intellectual Property Rights in the Work Product in any jurisdiction in the world; and (b) maintain, protect and enforce the same, including, without limitation, giving testimony and executing and delivering to the Company any and all applications, oaths, declarations, affidavits, waivers, assignments, and other documents and instruments as shall be requested by the Company. The Executive hereby irrevocably grants the Company power of attorney to execute and deliver any such documents on the Executive’s behalf in his name and to do all other lawfully permitted acts to transfer the Work Product to the Company and further the transfer, prosecution, issuance, and maintenance of all Intellectual Property Rights therein, to the full extent permitted by law, if the Executive does not promptly cooperate with the Company’s request (without limiting the rights the Company shall have in such circumstances by operation of law). The power of attorney is coupled with an interest and shall not be affected by the Executive’s subsequent incapacity.

13.4 No License. The Executive understands that this Agreement does not, and shall not be construed to, grant the Executive any license or right of any nature with respect to any Work Product or Intellectual Property Rights or any Confidential Information, materials, software, or other tools made available to him by the Company.

14.

Security.

14.1 Security and Access. The Executive agrees and covenants (a) to comply with all Company security policies and procedures as in force from time to time including without limitation those regarding computer equipment, telephone systems, voicemail systems, facilities access, monitoring, key cards, access codes, Company intranet, internet, social media and instant messaging systems, computer systems, e-mail systems, computer networks, document storage systems, software, data security, encryption, firewalls, passwords and any and all other Company facilities, IT resources and communication technologies (”Facilities and Information Technology Resources”); (b) not to access or use any Facilities and Information Technology Resources except as authorized by the Company; and

(iii) not to access or use any Facilities and Information Technology Resources in any manner after the termination of the Executive’s employment by the Company, whether termination is voluntary or involuntary. The Executive agrees to notify the Company promptly in the event he learns of any violation of the foregoing by others, or of any other misappropriation or unauthorized access, use, reproduction, or reverse engineering of, or tampering with any Facilities and Information Technology Resources or other Company property or materials by others.

14.2 Exit Obligations. Upon (a) voluntary or involuntary termination of the Executive’s employment or (b) the Company’s request at any time during the Executive’s employment, the Executive shall (i) provide or return to the Company any and all Company property, including keys, key cards, access cards, identification cards, security devices, employer credit cards, network access devices, computers, cell phones, smartphones, PDAs, pagers, fax machines, equipment, speakers, webcams, manuals, reports, files, books, compilations, work product, e-mail messages, recordings, tapes, disks, thumb drives or other removable information storage devices, hard drives, negatives and data and all Company documents and materials belonging to the Company and stored in any fashion, including but not limited to those that constitute or contain any Confidential Information or Work Product, that are in the possession or control of the Executive, whether they were provided to the Executive by the Company or any of its business associates or created by the Executive in connection with his employment by the Company; and (ii) delete or destroy all copies of any such documents and materials not returned to the Company that remain in the Executive’s possession or control, including those stored on any non- Company devices, networks, storage locations, and media in the Executive’s possession or control.

15. Publicity. The Executive hereby irrevocably consents to any and all uses and displays, by the Company and its agents, representatives and licensees, of the Executive’s name, voice, likeness, image, appearance, and biographical information in, on or in connection with any pictures, photographs, audio and video recordings, digital images, websites, television programs and advertising, other advertising and publicity, sales and marketing brochures, books, magazines, other publications, CDs, DVDs, tapes, and all other printed and electronic forms and media throughout the world, at any time during or after the period of his employment by the Company, for all legitimate commercial and business purposes of the Company (”Permitted Uses”) without further consent from or royalty, payment, or other compensation to the Executive. The Executive hereby forever waives and releases the Company and its directors, officers, employees, and agents from any and all claims, actions, damages, losses, costs, expenses, and liability of any kind, arising under any legal or equitable theory whatsoever at any time during or after the period of his employment by the Company, arising directly or indirectly from the Company’s and its agents’, representatives’, and licensees’ exercise of their rights in connection with any Permitted Uses.

16. Governing Law: Jurisdiction and Venue. This Agreement, for all purposes, shall be construed in accordance with the laws of California without regard to conflicts of law principles. Any action or proceeding by either of the parties to enforce this Agreement shall be brought only in a state or federal court located in the state of California county of San Diego. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.

17. Entire Agreement. Unless specifically provided herein, this Agreement contains all of the understandings and representations between the Executive and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. The parties mutually agree that the Agreement can be specifically enforced in court and can be cited as evidence in legal proceedings alleging breach of the Agreement.

18. Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by the Executive and by The Board of Directors. No waiver by either of the parties of any breach by the other party hereto of any condition or provision of this Agreement to be performed by the other party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either of the parties in exercising any right, power, or privilege hereunder operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.

19. Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable only if modified, or if any portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement.

The parties further agree that any such court is expressly authorized to modify any such unenforceable provision of this Agreement in lieu of severing such unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this Agreement, or by making such other modifications as it deems warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by law.

The parties expressly agree that this Agreement as so modified by the court shall be binding upon and enforceable against each of them. In any event, should one or more of the provisions of this Agreement be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had not been set forth herein.

20. Captions. Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph.

21. Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

22. Tolling. Should the Executive violate any of the terms of the restrictive covenant obligations articulated herein, the obligation at issue will run from the first date on which the Executive ceases to be in violation of such obligation.

23.

Section 409A.

23.1 General Compliance. This Agreement is intended to comply with Section 409A or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.

23.2 Specified Employees. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the Executive in connection with his termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Executive is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the Termination Date or, if earlier, on the Executive’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date, and interest on such amounts calculated based on the applicable federal rate published by the Internal Revenue Service for the month in which the Executive’s separation from service occurs, shall be paid to the Executive in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.

23.3 Reimbursements. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following:

(a) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year;

(b) any reimbursement of an eligible expense shall be paid to the Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred; and

(c) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.

23.4 Tax Gross-ups. Any tax gross-up payments provided under this Agreement shall be paid to the Executive on or before December 31 of the calendar year immediately following the calendar year in which the Executive remits the related taxes.

24. Notification to Subsequent Employer. When the Executive’s employment with the Company terminates, the Executive agrees to notify any subsequent employer of the restrictive covenants sections contained in this Agreement. The Executive will also deliver a copy of such notice to the Company before the Executive commences employment with any subsequent employer. In addition, the Executive authorizes the Company to provide a copy of the restrictive covenants sections of this Agreement to third parties, including but not limited to, the Executive’s subsequent, anticipated, or possible future employer.

25. Successors and Assigns. This Agreement is personal to the Executive and shall not be assigned by the Executive. Any purported assignment by the Executive shall be null and void from the initial date of the purported assignment. The Company may assign this Agreement to any successor or assign (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of the Company. This Agreement shall inure to the benefit of the Company and permitted successors and assigns.

26. Notice. Notices and all other communications provided for in this Agreement shall be in writing and shall be delivered personally or sent by registered or certified mail, return receipt requested, or by overnight carrier to the parties at the addresses set forth below (or such other addresses as specified by the parties by like notice):

If to the Company:

Eco Innovation Group

16525 Sherman Way, #C-1

Van Nuys, CA 91406

If to the Executive:

Julia Otey-Raudes

9549 Encino Avenue

Northridge, CA 91325

27. Representations of the Executive. The Executive represents and warrants to the Company that:

The Executive's acceptance of employment with the Company and the performance of his duties hereunder will not conflict with or result in a violation of, a breach of, or a default under any contract, agreement, or understanding to which he is a party or is otherwise bound.

The Executive's acceptance of employment with the Company and the performance of his duties hereunder will not violate any non-solicitation, non-competition, or other similar covenant or agreement of a prior employer.

28. Withholding. The Company shall have the right to withhold from any amount payable hereunder any Federal, state, and local taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation.

29. Survival. Upon the expiration or other termination of this Agreement, the respective rights and obligations of the parties hereto shall survive such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Agreement.

30. Acknowledgement of Full Understanding. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF HIS CHOICE BEFORE SIGNING THIS AGREEMENT.

Balance of Page Intentionally Left Blank

Signature Page to Follow

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Executive

_________________________

Julia Otey-Raudes

INDEPENDENT CONSULTING AGREEMENT

This INDEPENDENT Consulting Agreement (the “Agreement”) is made and entered into effective as of June 20, 2020 (the “Effective Date”), by and between Eco Innovation Group, Inc. a nevada corporation (“the Company”), and Tabular Investments, LLC a company, (“Consultant”). For the purpose of this agreement, Consultant and Company shall be collectively referred to as “Parties” and individually as “Party”.

RECITALS

AGREEMENT

3. Compensation.

3.1 As full and complete consideration for Consultant’s performance of the Consultant’s Services outlined in §1 of this Agreement, the Company shall compensate Consultant Six Hundred Thousand Common Shares (600,000) (the “Consulting Fees”) for twelve (12) months (see §8 below for terms).

4. Expenses. The Company will not reimburse Consultant for out-of-pocket expenses.

7. Term And Termination.

7.3 Termination by the Company. This Agreement cannot be terminated by the Company and shall remain binding on the Company for the entire Term.

8. Miscellaneous.

In Witness Whereof, the Parties hereto have executed this Consulting Agreement as of the Effective Date.

THE COMPANY:

Eco Innovation Group, Inc.

By: X______________________

Julia Otey-Raudes

Chief Executive Officer

Address:

16525 Sherman Way

Suite C-1

Van Nuys, CA

CONSULTANT:

By: X______________________

Tabular Investments, LLC

Address:

520 S. Grand Ave., Suite 320

Los Angeles, CA

Boyle CPA, LLC

Certified Public Accountants & Consultants

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the inclusion in this Registration Statement of Eco Innovation Group, Inc. (the “Company”) on Form S-1 of our report dated September 16, 2020, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, relating to our audit of the consolidated balance sheets as of December 31, 2019 and 2018, and the statements of operations, changes in stockholders' equity (deficit) and cash flows for each of the two years ended December 31, 2019, which report appears in the Prospectus, which is part of this amended Registration Statement.

We also consent to the reference to us under the caption “Experts” in the amended Registration Statement.

/s/ Boyle CPA, LLC

Boyle CPA, LLC

Bayville, NJ

September 16, 2020

361 Hopedale Drive SE	P (732) 822-4427
Bayville, NJ 08721	F (732) 510-0665

361 Hopedale Drive SE P (732) 822-4427

Bayville, NJ 08721 F (732) 510-0665