[X]
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2016
|
NEVADA
|
36-4668489
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Securities registered pursuant to Section 12(b) of the Act:
|
Securities registered pursuant to Section 12(g) of the Act:
|
None
|
Common Stock
|
Large Accelerated Filer
|
[ ]
|
Accelerated Filer
|
[ ]
|
Non-accelerated Filer
(Do not check if smaller reporting company)
|
[ ]
|
Smaller Reporting Company
|
[X]
|
Page
|
||
4
|
||
Business.
|
4
|
|
Risk Factors.
|
6
|
|
Unresolved Staff Comments.
|
6
|
|
Properties.
|
6
|
|
Legal Proceedings.
|
6
|
|
Mine Safety Disclosures.
|
6
|
|
7
|
||
Market for the Registrant's Common Equity, Related Stockholders Matters and Issuer
Purchases of Equity Securities.
|
7
|
|
Selected Financial Data.
|
9
|
|
Management's Discussion and Analysis of Financial Condition and Results of Operation.
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9
|
|
Quantitative and Qualitative Disclosures About Market Risk.
|
11
|
|
Financial Statements and Supplementary Data.
|
11
|
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
|
28
|
|
Controls and Procedures.
|
28
|
|
Other Information.
|
29
|
|
30
|
||
Directors, Executive Officers and Corporate Governance.
|
30
|
|
Executive Compensation.
|
32
|
|
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
|
33
|
|
Certain Relationships and Related Transactions, and Director Independence.
|
34
|
|
Principal Accountant Fees and Services.
|
35
|
|
36
|
||
Exhibits and Financial Statement Schedules.
|
36
|
|
38
|
||
39
|
·
|
Reduces Odor and disease-causing organisms
|
·
|
Eliminate Lagoons
|
·
|
Eliminates ground and water contamination
|
·
|
Hides animal decomposition from public view
|
·
|
Produces a fertilizer that can be used as a soil enhancement
|
ITEM 5. |
MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
|
2016
|
|
High
|
Low
|
|
December 31, 2016
|
$
|
0.0048
|
$
|
0.0001
|
September 30, 2016
|
$
|
0.0004
|
$
|
0.0001
|
June 30, 2016
|
$
|
0.0005
|
$
|
0.0002
|
March 31, 2016
|
$
|
0.002
|
$
|
0.0002
|
2015
|
|
High
|
Low
|
|
December 31, 2015
|
$
|
0.015
|
$
|
0.004
|
September 30, 2015
|
$
|
0.015
|
$
|
0.006
|
June 30, 2015
|
$
|
0.025
|
$
|
0.0024
|
March 31, 2015
|
$
|
0.2
|
$
|
0.0008
|
Plan category
|
Number of securities
issued upon exercise of
outstanding options,
warrants and rights
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
Number of securities remaining
available for future issuance
under equity compensation plans
(excluding securities reflected in
column (a))
|
(a)
|
(b)
|
(c)
|
|
Equity compensation plans approved by
security holders
|
n/a
|
n/a
|
n/a
|
Equity compensation plans not approved by security holders
|
365,000
|
1.04
|
1,040,000
|
Total
|
365,000
|
1.04
|
1,040,000
|
Index
|
||
F-1
|
||
F-2
|
||
F-3
|
||
F-5
|
||
F-6
|
||
F-7
|
Shares |
Preferred Stock
Authorized
100,000,000
Shares, Par value
$0.00001
|
Shares
|
Common stock
Authorized
25,000,000,000
Shares, Par value
$0.00001
|
Additional
paid in
Capital
|
Accumulated
Deficit
|
Non-controlling
interest
|
Total
|
|||||||||||||||||||||||||
December 31, 2014
|
750,000 | $ | - |
3,934,026
|
$
|
39
|
$
|
36,404,899
|
$
|
(45,130,843
|
)
|
$
|
3,415,622
|
(5,310,283
|
)
|
|||||||||||||||||
Shares issued for settlement of debts
|
- | - |
3,245,393,000
|
32,454
|
19,439,519
|
-
|
-
|
19,471,973
|
||||||||||||||||||||||||
Reclassification of derivative to APIC
|
- | - |
-
|
-
|
1,957
|
-
|
-
|
1,957
|
||||||||||||||||||||||||
Imputed interest on non-interest bearing
stockholders loans
|
- | - |
-
|
-
|
66,280
|
-
|
-
|
66,280
|
||||||||||||||||||||||||
Net Loss
|
- | - |
-
|
-
|
-
|
(19,876,202
|
)
|
(388,632
|
)
|
(20,264,834
|
)
|
|||||||||||||||||||||
December 31, 2015
|
750,000 | - |
3,249,327,026
|
32,493
|
55,912,655
|
(65,007,045
|
3,026,990
|
(6,034,907
|
)
|
|||||||||||||||||||||||
Imputed interest on non-interest bearing
stockholders loans
|
- | - |
-
|
-
|
71,201
|
-
|
-
|
71,201
|
||||||||||||||||||||||||
Net Loss
|
- | - |
-
|
-
|
-
|
(9,631,023
|
)
|
(422,871
|
)
|
(10,053,894
|
)
|
|||||||||||||||||||||
December 31, 2016 (Restated)
|
750,000 | $ | - |
3,249,327,026
|
$
|
32,493
|
$
|
55,983,856
|
$
|
(74,638,068
|
)
|
$
|
2,604,119
|
(16,017,600
|
)
|
For the year ended
December 31,
2016
(Restated)
|
For the year ended
December 31,
2015
|
|||||||
Net loss
|
$
|
(10,053,894
|
)
|
$
|
(20,264,834
|
)
|
||
Adjustment to reconcile net loss to net cash used in
|
||||||||
operating activities
|
||||||||
Imputed interest of shareholders loans
|
71,201
|
66,280
|
||||||
Loss on settlement-note payable related party stockholders expense
|
-
|
19,145,500
|
||||||
Stock base compensation
|
155,871
|
- | ||||||
(Gain) loss on derivatives liabilities at market
|
8,642,755
|
(105,671
|
)
|
|||||
Interest expense on derivatives
|
-
|
36,452
|
||||||
Unpaid penalty interest added to debt principal
|
14,653
|
18,500
|
||||||
Changes in operating assets and liabilities
|
||||||||
Accrued expenses and sundry current liabilities
|
1,163,112
|
823,367
|
||||||
Net cash (used in) operating activities
|
(6,302
|
)
|
(280,406
|
)
|
||||
Financing activities
|
||||||||
Proceeds of loans from stockholders
|
7,000
|
280,406
|
||||||
Net cash provided by financing activities
|
7,000
|
280,406
|
||||||
Increase in cash
|
698
|
-
|
||||||
Cash- beginning of year
|
-
|
-
|
||||||
Cash - end of year
|
$
|
698
|
$
|
0
|
||||
Supplemental Disclosure of Cash Flow information
|
||||||||
Interest paid
|
$
|
-
|
$
|
-
|
||||
Income taxes paid
|
$
|
-
|
$
|
-
|
||||
Non cash items:
|
||||||||
Conversion of current liabilities, convertible notes payable, notes payable stockholders to common stock
|
$
|
-
|
$
|
324,500
|
||||
Non cash additions of convertible notes payable
|
$
|
-
|
$
|
18,500
|
||||
Non cash additions of loans from shareholders
|
$
|
450,000
|
$
|
360,000
|
||||
Reclassification of derivative to APIC
|
$
|
-
|
$
|
1,957
|
||||
Expenses paid by a related party on behalf of the Company
|
$
|
142,293
|
$
|
-
|
-
|
level l - quoted prices in active markets for Identical assets or liabilities
|
-
|
level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable
|
-
|
level 3 - inputs that are unobservable (for example cash flow modeling inputs based on assumptions)
|
2016
|
2015
|
|||||||
Accrued interest
|
$
|
545,378
|
$
|
290,114
|
||||
Accrued interest-related parties
|
185,401
|
131,543
|
||||||
Accrued compensation-related parties
|
652,844
|
502,844
|
||||||
Accounts payable
|
240,000
|
240,000
|
||||||
Accrued operating expenses-related parties
|
340,166
|
250,166
|
||||||
Accrued operating expenses
|
328,509
|
306,812
|
||||||
$
|
2,292,298
|
$
|
1,721,479
|
Balance
December 31, 2016
|
Balance
December 31, 2015
|
|||||||
Tonaquint
|
$
|
585,846
|
$
|
571,193
|
||||
Redwood Management, LLC
|
372,992
|
372,992
|
||||||
Proteus Capital Corp.
|
32,500
|
32,500
|
||||||
LG Capital
|
19,500
|
19,500
|
||||||
GSM Capital Group LLC
|
30,000
|
30,000
|
||||||
$
|
1,040,838
|
$
|
1,026,185
|
Balance
December 31, 2016
|
Balance
December 31, 2015
|
|||||||
Stockholders
|
$
|
1,853,679
|
$
|
1,396,679
|
||||
Hanscom K. Inc.
|
453,780
|
311,487
|
||||||
RCO Group Inc.
|
28,500
|
28,500
|
||||||
$
|
2,335,959
|
$
|
1,736,666
|
2016
|
2015
|
|||||||
Tonaquint
|
$
|
4,799,461
|
$
|
815,979
|
||||
Proteus Capital Group LLC
|
356,835
|
72,221
|
||||||
GSM Capital Group LLC
|
324,662
|
66,162
|
||||||
LG Capital
|
231,059
|
48,221
|
||||||
Redwood Management, LLC
|
3,682,835
|
372,994
|
||||||
Total
|
$
|
9,394,852
|
$
|
1,375,577
|
2016
|
2015
|
|||||||
Lakeshore Recycling Systems LLC
|
$
|
779,351
|
$
|
-
|
||||
Total
|
$
|
779,351
|
$
|
-
|
2016
|
2015
|
|||||||
Tonaquint
|
$
|
4,799,461
|
$
|
815,979
|
||||
Proteus Capital Group LLC
|
356,835
|
72,221
|
||||||
GSM Capital Group LLC
|
324,662
|
66,162
|
||||||
LG Capital
|
231,059
|
48,221
|
||||||
Redwood Management, LLC
|
3,682,835
|
372,994
|
||||||
Lakeshore Recycling Systems LLC
|
779,351
|
-
|
||||||
Total
|
$
|
10,174,203
|
$
|
1,375,577
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Derivative Financial Instruments
|
$
|
-
|
$
|
-
|
$
|
10,174,203
|
$
|
10,174,203
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Derivative Financial Instruments
|
$
|
-
|
$
|
-
|
$
|
1,375,577
|
$
|
1,375,577
|
Derivative liabilities
|
||||
Balance December 31, 2015
|
$
|
1,375,577
|
||
Derivative liability related to issuance of stock warrants
|
155,871
|
|||
Loss on change in fair value of the derivative
|
8,642,755
|
|||
Balance December 31, 2016
|
$
|
10,174,203
|
Loans
converted
|
Interests
converted
|
Common shares
of the Company
|
||||||||||
Tonaquint (Note 6)
|
$
|
1,973
|
$
|
-
|
393,000
|
|||||||
Accrued compensation
|
50,000
|
-
|
500,000,000
|
|||||||||
Stockholders (Note 7)
|
274,500
|
-
|
2,745,000,000
|
|||||||||
Total
|
$
|
326,473
|
$
|
-
|
3,245,393,000
|
Warrants
|
||||
Balance December 31, 2015
|
-
|
|||
Warrants granted – Lakeshore Recycling Systems, LLC
|
519,567,390
|
|||
Balance December 31, 2016
|
519,567,390
|
December 31, 2016
|
December 31, 2015
|
|||||||
Statutory tax rate
|
34.0
|
%
|
34.0
|
%
|
||||
Net operating loss carryforwards
|
(34.0
|
%)
|
(34.0
|
%)
|
||||
Income tax provision
|
0
|
%
|
0
|
%
|
December 31, 2016
|
December 31, 2015
|
|||||||
Deferred tax asset
|
$
|
14,857,426
|
$
|
11,439,102
|
||||
Valuation allowance
|
(14,857,426
|
)
|
(11,439,102
|
)
|
||||
Deferred tax asset net of valuation allowance
|
$
|
-
|
$
|
-
|
||||
Changes in valuation allowance
|
$
|
0
|
$
|
0
|
December 31, 2016
|
December 31, 2015
|
|||||||
Federal:
|
||||||||
Current
|
$
|
-
|
$
|
-
|
||||
Deferred
|
3,418,324
|
380,573
|
||||||
State and local:
|
||||||||
Current
|
-
|
-
|
||||||
Deferred
|
-
|
-
|
||||||
3,418,324
|
380,573
|
|||||||
Change in valuation allowance
|
(3,418,324
|
)
|
(380,573
|
)
|
||||
Income tax provision (benefit)
|
$
|
-
|
$
|
-
|
2024-2028
|
$
|
3,401,000
|
||||
2029-2031
|
$
|
5,717,000
|
||||
2032-2036
|
$
|
5,739,426
|
Loans
|
Interest
|
Common shares
|
||||||||||
converted
|
converted
|
of the Company
|
||||||||||
Tonaquint (Note 6)
|
$
|
96,259
|
$
|
246,740
|
4,836,738,072
|
|||||||
GSM Capital Group LLC (Note 6)
|
31,785
|
25,599
|
1,580,281,452
|
|||||||||
LG Capital (Note 6)
|
19,500
|
7,444
|
197,116,728
|
|||||||||
Total
|
$
|
147,544
|
$
|
279,783
|
6,614,136,252
|
1. |
The application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and neither a written report was provided to us nor oral advice was provided that MaloneBailey LLP concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or
|
2. |
Any matter that was either subject of disagreement or event, as defined in Item 304(a)(1)(iv)(A) of Regulation S-K and the related instruction to Item 304 of Regulation S-K, or a reportable event, as that term is explained in Item 304(a)(1)(iv)(A) of Regulation S-K.
|
Name and
Principal Position
|
Year
|
Salary
(US$)
|
Bonus
(US$)
|
Stock
Awards
(US$)
|
Option
Awards
(US$)
|
Non-Equity
Incentive Plan
Compensation
(US$)
|
Nonqualified
Deferred
Compensation
Earnings
(US$)
|
All Other
Compensation
(US$)
|
Total
(US$)
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
Michael Siegel (2)
|
2016
|
150,000
|
0
|
0
|
0
|
0
|
0
|
0
|
150,000
|
Chief Executive Officer
|
2015
|
120,000
|
0
|
0
|
0
|
0
|
0
|
0
|
120,000
|
and President
|
|||||||||
John Kwak, (3)
|
2016
|
150,000
|
0
|
0
|
0
|
0
|
0
|
0
|
150,000
|
Chairman and Director
|
2015
|
120,000
|
0
|
0
|
0
|
0
|
0
|
0
|
120,000
|
James Kwak (4)
|
2016
|
150,000
|
0
|
0
|
0
|
0
|
0
|
0
|
150,000
|
Executive Vice President
|
2015
|
120,000
|
0
|
0
|
0
|
0
|
0
|
0
|
120,000
|
Michel St-Pierre (5)
|
2016
|
48,000
|
0
|
0
|
0
|
0
|
0
|
0
|
48,000
|
CFO
|
2015
|
20,000
|
0
|
0
|
0
|
0
|
0
|
0
|
20,000
|
(1)
|
Prior to the acquisition of XL Generation AG, the Company's fiscal year ended April 30th. XL Generation AG, our wholly-owned subsidiary, had a fiscal year ending December 31st. Following the acquisition of XL Generation AG, we adopted the fiscal year end of XL Generation AG.
|
(2)
|
Mr. Siegel has been appointed CTO on June 1, 2017. He was president and CEO from September 10, 2009 to May 31, 2017.
|
(3)
|
Mr. Kwak has been appointed Chairman and director on June 16, 2009.
|
(4)
|
Mr. Kwak has been appointed president, CEO, COO on June 1, 2017.
|
(5)
|
Mr. St-Pierre has been our chief financial officer since July 28, 2006.
|
Name
(a)
|
Fees Earned
or
Paid in Cash
(US$)
(b)
|
Stock
Awards
(US$)
(c)
|
Option
Awards
(US$)
(d)
|
Non-Equity
Incentive Plan
Compensation
(US$)
(e)
|
Nonqualified
Deferred
Compensation
Earnings
(US$)
(f)
|
All Other
Compensation
(US$)
(g)
|
Total
(US$)
(h)
|
Michael Siegel
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Jeung Kwak
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
James Kwak
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Michel St-Pierre
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|
Name and Address of Beneficial Owner
(1)
|
Preferred
Shares
(6)
|
Percent of
Preferred
Stock
|
Common
Shares
|
Common
Warrants
|
Combined
Common &
Warrants
|
Percent of
Common Stock
& Warrants
|
Michael Siegel
(2)
|
250,000
|
25.00%
|
687,512,262
|
0
|
687,512,262
|
7.01%
|
Jeung Kwak
(3)
|
250,000
|
25.00%
|
678,515,027
|
0
|
678,515,027
|
6.92%
|
Michel St-Pierre
(4)
|
250,000
|
25.00%
|
500,003,752
|
0
|
500,003,752
|
2.04%
|
James Kwak
|
200,000,000
|
0
|
200,000,000
|
5.10%
|
||
All executive officers and directors as a group (4 persons)
|
750,000
|
75.00%
|
2,066,031,041
|
0
|
2,066,031,041
|
21.07%
|
(1)
|
The mailing address for each of the listed individuals is c/o Ecolocap Solutions International Inc., 1250 South Grove Avenue, Suite 308, Barrington, Illinois 60010.
|
(2)
|
Owner of 5% or more of our common stock. Mr.Siegel, is the Chief Technology Officer.
|
(3)
|
Owner of 5% or more of our common stock. Mr. Kwak, is Chairman of the Board of Directors.
|
(4)
|
Owner of 5% or more of our common stock. Chief Financial Officer.
|
(5)
|
Owner of 5% or more of our common stock. Chief Financial Officer.
|
(6)
|
Each share of Series A preferred stock had 100,000 votes. The total voting power of the Series A preferred stock is 75,000,000,000 votes. Accordingly, the combined voting power of all of the Series A preferred stock and all the common stock was 77,066,031,041 votes. The holders of the Series A preferred stock and the common stock vote as a single class on all matters submitted to stockholders.
|
ITEM 14. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES.
|
2016
|
$
|
22,000
|
Malone Bailey, LLP
|
2015
|
$
|
20,000
|
Malone Bailey, LLP.
|
2016
|
$
|
0
|
|
2015
|
$
|
0
|
2016
|
$
|
0
|
|
2015
|
$
|
0
|
Exhibit
|
Incorporated by reference
|
Filed
|
|||
Number
|
Document Description
|
Form
|
Date
|
Number
|
herewith
|
Articles of Incorporation, as amended.
|
SB-2
|
5/28/04
|
3.1
|
||
Bylaws.
|
SB-2
|
5/28/04
|
3.2
|
||
Certificate of Amendment to Articles of Incorporation.
|
10-QSB
|
12/30/05
|
3.3
|
||
Bylaws, as amended on March 17, 2006.
|
10-KSB
|
4/13/06
|
3.4
|
||
2006 Equity Incentive Plan.
|
10-KSB
|
4/13/06
|
10.39
|
||
Agreement with United Best Technology Limited.
|
8-K
|
12/24/08
|
10.7
|
||
Escrow Agreement with United Best Technology Limited.
|
8-K
|
12/24/08
|
10.8
|
||
Standstill Agreement.
|
8-K
|
3/23/12
|
10.1
|
||
Second Standstill Agreement.
|
8-K
|
3/23/12
|
10.2
|
||
Code of Ethics.
|
10-KSB
|
3/31/08
|
14.1
|
||
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
X
|
||||
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
X
|
||||
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer.
|
X
|
||||
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Financial Officer.
|
X
|
||||
Audit Committee Charter.
|
10-KSB
|
3/31/08
|
99.1
|
||
Executive Committee Charter.
|
10-KSB
|
3/31/08
|
99.2
|
||
Nominating and Corporate Governance Committee Charter.
|
10-KSB
|
3/31/08
|
99.3
|
||
Stock Option Plan.
|
10-KSB
|
3/31/08
|
99.4
|
||
101.INS
|
XBRL Instance Document.
|
X
|
|||
101.SCH
|
XBRL Taxonomy Extension – Schema.
|
X
|
|||
101.CAL
|
XBRL Taxonomy Extension – Calculations.
|
X
|
|||
101.DEF
|
XBRL Taxonomy Extension – Definitions.
|
X
|
|||
101.LAB
|
XBRL Taxonomy Extension – Labels.
|
X
|
|||
101.PRE
|
XBRL Taxonomy Extension – Presentation.
|
X
|
ECOLOCAP SOLUTIONS INC.
|
||
BY:
|
JAMES KWAK
|
|
James Kwak
|
||
Principal Executive Officer and President
|
||
BY:
|
MICHEL ST-PIERRE
|
|
Michel St-Pierre
|
||
Principal Financial Officer and Principal Accounting Officer
|
Exhibit
|
Incorporated by reference
|
Filed
|
|||
Number
|
Document Description
|
Form
|
Date
|
Number
|
herewith
|
Articles of Incorporation, as amended.
|
SB-2
|
5/28/04
|
3.1
|
||
Bylaws.
|
SB-2
|
5/28/04
|
3.2
|
||
Certificate of Amendment to Articles of Incorporation.
|
10-QSB
|
12/30/05
|
3.3
|
||
Bylaws, as amended on March 17, 2006.
|
10-KSB
|
4/13/06
|
3.4
|
||
2006 Equity Incentive Plan.
|
10-KSB
|
4/13/06
|
10.39
|
||
Agreement with United Best Technology Limited.
|
8-K
|
12/24/08
|
10.7
|
||
Escrow Agreement with United Best Technology Limited.
|
8-K
|
12/24/08
|
10.8
|
||
Standstill Agreement.
|
8-K
|
3/23/12
|
10.1
|
||
Second Standstill Agreement.
|
8-K
|
3/23/12
|
10.2
|
||
Code of Ethics.
|
10-KSB
|
3/31/08
|
14.1
|
||
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
X
|
||||
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
X
|
||||
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer.
|
X
|
||||
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Financial Officer.
|
X
|
||||
Audit Committee Charter.
|
10-KSB
|
3/31/08
|
99.1
|
||
Executive Committee Charter.
|
10-KSB
|
3/31/08
|
99.2
|
||
Nominating and Corporate Governance Committee Charter.
|
10-KSB
|
3/31/08
|
99.3
|
||
Stock Option Plan.
|
10-KSB
|
3/31/08
|
99.4
|
||
101.INS
|
XBRL Instance Document.
|
X
|
|||
101.SCH
|
XBRL Taxonomy Extension – Schema.
|
X
|
|||
101.CAL
|
XBRL Taxonomy Extension – Calculations.
|
X
|
|||
101.DEF
|
XBRL Taxonomy Extension – Definitions.
|
X
|
|||
101.LAB
|
XBRL Taxonomy Extension – Labels.
|
X
|
|||
101.PRE
|
XBRL Taxonomy Extension – Presentation.
|
X
|
1. |
I have reviewed this Form 10-K/A-3 for the year ending December 31, 2016 of Ecolocap Solutions Inc.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4. |
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c. |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d. |
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5. |
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
November 16, 2017
|
JAMES KWAK
|
James Kwak
|
||
Principal Executive Officer
|
1. |
I have reviewed this Form 10-K/A-3 for the year ending December 31, 2016 of Ecolocap Solutions Inc.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4. |
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c. |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d. |
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5. |
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
November 16, 2017
|
MICHEL ST-PIERRE
|
Michel St-Pierre
|
||
Principal Financial Officer
|
(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2) |
The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
JAMES KWAK
|
|
James Kwak
|
|
Chief Executive Officer
|
(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2) |
The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
MICHEL ST-PIERRE
|
|
Michel St-Pierre
|
|
Chief Financial Officer
|