Novus Robotics Inc. - FORM 10-Q

Attached files

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EX-31.1 - Novus Robotics Inc.	v169818_ex31-1.htm
EX-32.2 - Novus Robotics Inc.	v169818_ex32-2.htm
EX-10.1 - Novus Robotics Inc.	v169818_ex10-1.htm
EX-31.2 - Novus Robotics Inc.	v169818_ex31-2.htm
EX-32.1 - Novus Robotics Inc.	v169818_ex32-1.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 31, 2009

o	TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________.

Commission File No. 333-140396

ECOLAND INTERNATIONAL, INC.
(Exact name of issuer as specified in its charter)

Nevada	20-3061959
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

4909 W. Joshua Blvd., Suite 1059, Chandler, Arizona 85226	91423
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (602) 882-8771

Indicate by check mark if the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

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

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o(Do not check if a smaller reporting company)	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes x No o

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of August 31, 2009: 44,650,000 shares of common stock, with a par value of $.001 per share.

PART I

Financial Information

Item 1.

Financial Statements.

ECOLAND INTERNATIONAL, INCORPORATED

FINANCIAL STATEMENTS

May 31, 2009 and August 31, 2009

Intentionally Left Blank.

ECOLAND INTERNATIONAL, INC.

(Formerly Guano Distributors, Inc.)

(A Development Stage Company)

Consolidated Balance Sheets

	August 31,			May 31,
	2009			2009
	(Unaudited)

ASSETS
CURRENT ASSETS

Cash	$	3,035		$	162
Accounts receivable		5,179			5,059
Other current assets		-			-

Total Current Assets		8,214			5,221

TOTAL ASSETS	$	8,214		$	5,221

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

Accounts payable and accrued liabilities	$	53,484		$	51,446
Accrued liabilities - related parties		30,000			0
Notes payable		246,304			236,563
Notes payable - related parties		52,743			45,871

Total Current Liabilities		382,531			333,880

STOCKHOLDERS' EQUITY (DEFICIT)

Preferred stock; 50,000,000 shares authorized, at $0.001 per share, -0- shares issued and outstanding		-			-
Common stock; 500,000,000 shares authorized, at $0.001 par value, 44,650,000 shares issued and outstanding		44,650			44,650
Additional paid-in capital		90,850			90,850
Other comprehensive income		(2,278	)		1,496
Deficit accumulated during the development stage		(507,539	)		(465,655	)

Total Stockholders' Equity (Deficit)		(374,317	)		(328,659	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	8,214		$	5,221

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

ECOLAND INTERNATIONAL, INC.

(Formerly Guano Distributors, Inc.)

( A Development Stage Company)

Consolidated Statements of Operations

							From inception
							on May 31,
	For the Three Months Ended						2005 Through
	August 31,						August 31,
	2009			2008			2009

REVENUES	$	-		$	-		$	55,511

COST OF GOODS SOLD		-			-			42,428

GROSS PROFIT		-			-			13,083

EXPENSES

Depreciation and amortization		-			337			934
General and administrative		35,667			7,510			439,067

Total Expenses		35,667			7,847			440,001

LOSS FROM OPERATIONS		(35,667	)		(7,847	)		(426,918	)

OTHER INCOME (EXPENSES)

Foreign currency adjustment		362			-			3,474
Interest expense		(6,579	)		(6,746	)		(84,095	)

Total Other Expenses		(6,217	)		(6,746	)		(80,621	)

NET INCOME (LOSS)	$	(41,884	)	$	(14,593	)	$	(507,539	)

BASIC LOSS PER SHARE	$	(0.00	)	$	(0.00	)

WEIGHTED AVERAGE NUMBER OF SHARES OUSTANDING		44,650,000			44,650,000

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

ECOLAND INTERNATIONAL, INC.

(Formerly Guano Distributors, Inc.)

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)

					Additional		Stock
	Common Stock				Paid-In		Subscriptions			Accumulated
	Shares		Amount		Capital		Receivable			Deficit

Balance, May 31, 2005		20,000,000		20,000		15		-			(29,127	)

Common shares issued for services at $0.001 per share		20,000,000		20,000		-		-			-

Common shares issued for cash at $0.02 per share		4,000,000		4,000		76,000		(20,000	)		-

Common shares issued for services at $0.02 per share		650,000		650		12,350		-			-

Net loss for the year ended May 31, 2006		-		-		-		-			(88,433	)

Balance, May 31, 2006		44,650,000		44,650		88,365		(20,000	)		(117,560	)

Receipt of cash on subscriptions receivable		-		-		-		20,000			-

Net loss for the year ended May 31, 2007		-		-		-		-			(157,774	)

Balance, May 31, 2007		44,650,000		44,650		88,365		-			(275,334	)

Services contributed by officers and directors		-		-		2,485		-			-

Net loss for the year ended May 31, 2008		-		-		-		-			(76,171	)

Balance, May 31, 2008		44,650,000		44,650		90,850		-			(351,505	)

Net loss for the period ended May 31, 2009		-		-		-		-			(114,150	)

Balance, May 31, 2009.
		44,650,000		44,650		90,850		-			(465,655	)

Net loss for the period ended August 31, 2009											(41,884	)

Balance, August 31, 2009		44,650,000	$	44,650	$	90,850	$	-		$	(507,539	)

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

ECOLAND INTERNATIONAL, INC.

(Formerly Guano Distributors, Inc.)

(A Development Stage Company)

Consolidated Statements of Cash Flows

							From inception
							on May 31,
	For the Three Months Ended						2005 Through
	August 31,						August 31,
	2009			2008			2009
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss	$	(41,884	)	$	(14,593	)	$	(507,539	)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation and amortization		-			337			1,098
Common stock issued for services		-			-			53,000
Services contributed by officers and directors		-			-			2,485
Changes in operating assets and liabilities
Decrease in accounts receivable		(120	)		4,735			(5,179	)
Increase in other current assets		-			-			-
Increase in accounts payable and accrued expenses		32,038			1,197			83,484

Net Cash Used by Operating Activities		(9,966	)		(8,324	)		(372,651	)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of fixed assets		-			-			(1,525	)

Net Cash Used by Investing Activities		-			-			(1,525	)

CASH FLOWS FROM FINANCING ACTIVITIES

Commmon stock issued for cash		-			-			80,015
Proceeds from issuance of notes payable		9,741			28,395			246,304
Proceeds from issuance of notes payable - related parties		6,872			(10,684	)		52,743

Net Cash Provided by (Used In) Financing Activities		16,613			17,711			379,062

EFFECT OF EXCHANGE RATE CHANGES		(3,774	)		-			(1,851	)

NET INCREASE IN CASH		2,873			9,387			3,035

CASH AT BEGINNING OF PERIOD		162			13			-

CASH AT END OF PERIOD	$	3,035		$	9,400		$	3,035

SUPPLIMENTAL INFORMATION

Cash paid for:

Income taxes	$	-		$	-		$	-

Interest	$	-		$	-		$	-

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

ECOLAND INTERNATIONAL, INC.

(Formerly Guano Distributors, Inc.)

(A Development Stage Company)

Notes to the Consolidated Financial Statements

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization of Business

The Company began operations on April 15, 2005 as Guano Distributors, Pty. The Company was then incorporated in the State of Nevada on June 24, 2005 as Guano Distributors, Inc. The Company changed its name to Ecoland International, Inc on June 24, 2006. In May 2006, the Company amended its Articles of Incorporation to increase the authorized common stock to 500,000,000 shares and 50,000,000 of “blank check” preferred shares. In May 2005 the Company acquired certain distribution rights from Sociaf, LDA an Angolan company, pertaining to Dry Bar Cave Bat Guano.

The Company is currently in the process of formulating business and strategic plans to process, package and market the guano worldwide from the deposits in Angola and Mozambique

The Company has not achieved significant revenues and is a development stage company.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reporting amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ materially from these estimates.

Fair Value of Financial Instruments

Fair value estimates are based upon certain market assumptions and pertinent information available to management as of August 31, 2009. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

Cash equivalents

The Company maintains a cash balance in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents.

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is provided primarily by the straight-line method over the estimated useful lives of the related assets of five years.

Net Income Per Share

SFAS No. 128, Earnings per Share, requires dual presentation of basic and diluted earnings or loss per share (“EPS”) for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution; diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.

ECOLAND INTERNATIONAL, INC.

(Formerly Guano Distributors, Inc.)

(A Development Stage Company)

Notes to the Consolidated Financial Statements

Basic loss per share is computed by dividing net loss applicable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution that could occur if dilutive securities and other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company, unless the effect is to reduce a loss or increase earnings per share. The Company had no potential common stock instruments which would result in a diluted loss per share. Therefore, diluted loss per share is equivalent to basic loss per share.

Revenue recognition

Revenue from product sales is recognized when shipped, FOB shipping point and accepted by the customer without right of return. Shipping and handling charges billed to customers are included in net sales, and shipping and handling costs incurred by the Company are included in cost of goods sold.

Advertising

The Company has incurred no advertising costs since inception. At such time the Company commences advertising activities, such costs will be expensed as incurred.

NOTE 2 -GOING CONCERN

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

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plans to obtain such resources for the Company include (1) financing current operations with funds obtained through equity offerings, and (2) planning and streamlining distribution operations with respect to the Company’s Angolan guano supply. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

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

NOTE 3 - NOTES PAYABLE

At August 31, 2009, the Company had notes payable totaling $246,304 Included in this amount are four separate notes payable to unrelated entities. The notes are due on demand and accrue interest at a rate of 8.0 percent per annum.

ECOLAND INTERNATIONAL, INC.

(Formerly Guano Distributors, Inc.)

(A Development Stage Company)

Notes to the Consolidated Financial Statements

NOTE 4 - NOTES PAYABLE - RELATED PARTIES

At August 31, 2009, the Company had notes payable $52,743. These notes are payable to various officers and directors of the Company. Each note is due on demand and accrues interest at a rate of 8.0% per annum.

Item 2.

Management's Discussion And Analysis Or Plan Of Operation.

Cautionary Statement Concerning Forward-Looking Statements

This report on Form 10-Q contains forward-looking statements, including, without limitation, statements concerning our possible or assumed future results of operations. These statements are preceded by, followed by or include the words “believes,” “could,” “expects,” “intends” “anticipates,” or similar expressions. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons including: our ability to continue as a going concern, adverse economic changes affecting markets we serve; competition in our markets and industry segments; our timing and the profitability of entering new markets; greater than expected costs, customer acceptance of wireless networks or difficulties related to our integration of the businesses we may acquire and other risks and uncertainties as may be detailed from time to time in our public announcements and SEC filings. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made, and our future results, levels of activity, performance or achievements may not meet these expectations. We do not intend to update any of the forward-looking statements after the date of this document to conform these statements to actual results or to changes in our expectations, except as required by law.

The discussion and financial statements contained herein are for the three months ended August 31, 2009 with the three months ended August 31, 2008. The following discussion should be read in conjunction with our financial statements and the notes thereto included herewith.

Three Months Period Ended August 31, 2009 as Compared to Three Months Ended August 31, 2008.

Results of Operations

Net Revenue

We did not generate any sales revenue during the three month period ended August 31, 2009, as compared to $0 for the three month period ended August 31, 2008. Net revenues continue to fluctuate as Ecoland seeks to establish a customer base that can provide suitable volumes of business. To date we have concentrated on establishing the viability of the market for guano as a fertilizer and now seek to find distributors capable of handling a higher volume of sales. Revenue is also affected by seasonality, that is to say sales will differ between summer and winter in the target markets, the current period corresponded to winter in Southern Africa.

Cost of Sales

There were no cost of sales for the three month period ended August 31, 2009, which was in line with sales revenues for the comparative period.

Gross Profit

The gross profit for the three-month period ended August 31, 2009, was in line with revenue generation at zero. We generated gross profit of $0 for the three-month period ended August 31, 2008. The decrease in gross profit can be attributed to the lower level of sales in the current period arising from the seasonality of the product.

General, Administrative and Selling Expenses

We incurred general and administrative costs of $35,667 for the three-month period ended August 31, 2009 as compared to $7,847 for the three-month period ended August 31, 2008. The increase in General and administrative expenses in the current period can be attributed to accrued salary expenses arising from an employment contract entered into with our Chief Executive Officer, David Wallace. This is a new contract commencing June 1, 2009. There was no previous contract.

Net Income (Loss)

We had a loss before taxes of $41,884 for the three month period ended August 31, 2009, as compared to a loss before taxes of $14,593 for the three month period ended August 31, 2008. The loss before taxes in the period ending August 31, 2009 was impacted by an interest expense of $6,579 compared to $6,746 for the three-month period ending August 31, 2008.

Basic and Diluted Income (Loss) Per Share

Our basic and diluted income (loss) per share for the three month period ended August 31, 2009 was $(0.00), compared a loss per share of ($0.00) during the corresponding period ended August 31, 2008.

Liquidity and Capital Resources

Our independent auditor has issued a “going concern” qualification as part of its opinion in the Audit Report for the year ended May 31, 2009. We do not currently have sufficient capital to meet our short-term cash requirements. We will continue to need to raise additional funds to conduct our business activities in the next twelve months. We owe approximately $382,531 in current liabilities. Additionally, we estimate that we will need approximately $500,000.00 to expand operations through the end of the fiscal years 2009/10. These operating costs include general and administrative expenses and the deployment of inventory. We have raised funds through the sale of our common stock, although no shares were sold during the three months ended August 31, 2009.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4.

Controls and Procedures.

See Item 4(T) below.

Item 4(T).

Controls and Procedures.

The term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act (15 U.S.C. 78a, et seq.) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

The term internal control over financial reporting is defined as a process designed by, or under the supervision of, the issuer’s principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer’s board of directors, management and other personnel, 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 and includes those policies and procedures that:

·	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and

·	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements.

Our management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of inherent limitations in all control systems, internal control over financial reporting may not prevent or detect misstatements, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the registrant have been detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Evaluation of Disclosure and Controls and Procedures. Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. The evaluation was undertaken in consultation with our accounting personnel. Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are currently effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. As we develop new business or if we engage in an extraordinary transaction, we will review our disclosure controls and procedures and make sure that they remain adequate.

Changes in Internal Controls over Financial Reporting. There were no changes in the internal controls over our financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

This report does not include an attestation report of the registrant’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the registrant’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the registrant to provide only management’s report in this report.

PART II

Other Information

Item 1.

Legal Proceedings.

None.

Item 1A.

Risk Factors.

RISK FACTORS

An investment in our shares involves a high degree of risk. Before making an investment decision, you should carefully consider all of the risks described in this prospectus. If any of the risks discussed in this prospectus actually occur, our business, financial condition and results of operations could be materially and adversely affected, the price of our shares could decline significantly and you may lose all or a part of your investment. Our forward-looking statements in this prospectus are subject to the following risks and uncertainties. Our actual results could differ materially from those anticipated by our forward-looking statements as a result of the risk factors below.

Risks Related to Our Business

We have incurred significant losses to date and expect to continue to incur losses.

During the fiscal year ended May 31, 2009, we incurred a net loss of $114,150, compared to a net loss of $76,171 for the fiscal year ended May 31, 2008. We expect to continue to incur losses for at least the next 12 months. Continuing losses will have an adverse impact on our cash flow and may impair our ability to raise additional capital required to continue and expand our operations.

Our auditors have issued a going concern opinion, which may make it more difficult for Ecoland to raise capital.

Our auditors have included a going concern opinion on our financial statements because of uncertainty about our ability to generate sufficient cash flow to meet our obligations and sustain our operations. If we are unable to continue as a going concern, you could lose your entire investment in Ecoland.

We will most likely be required to obtain additional funding. If we cannot, we may have to reduce our business operations.

We anticipate that the Company needs approximately $500,000 to achieve its marketing objectives in the next 12 months. We have no current arrangements with respect to any additional financing. The inability to obtain additional capital may reduce our ability to expand our business operations. Any additional equity financing may involve substantial dilution to our then existing stockholders.

Dependence on key personnel; need for additional personnel.

We are highly dependent upon the efforts of David Wallace, our chief executive officer, chief financial officer and sole director. . The loss of the services of Mr. Wallace could impede the achievement of development and commercialization of our dry bar cave bat guano fertilizer operations. We do not have key man life insurance on the life of Mr. Wallace.

We have limited resources to market the dry bar cave bat guano.

Due to our limited resources, the execution of our business model and sales and marketing of the dry bar cave bat guano has been limited to date. If we are unable to successfully execute our marketing plans with limited resources, we will not be able to generate enough revenue to achieve and maintain profitability or to continue our operations. In such event, you may lose your entire investment.

We are a development stage company.

We are a development stage company that has to date principally been engaged in the logistics involved in implementing our business plan, arranging for the necessary working capital and setting up preliminary operations in Angola and South Africa. The following analyze the risks that are more qualitative and management opinion based:

Strategic Risk.

Competitor’s Risk. This risk can be broken down into two components, Angola and Export markets. In Angola, there are further deposits of guano available but none are being exploited at the moment. One can therefore expect new supplies of guano to come onto the market once our marketing efforts are noticed. This threat can be countered by:

·	Accepting it as normal competition which is vital for the development of markets.

·	We have the necessary legal documents, licenses and exploration rights to incorporate these new deposits into our existing business either through co-operation or incorporation.

·	We are mainly export orientated as better margins can be achieved and these markets are larger.

In export markets, mainly Europe, there are not many suppliers of guano at the moment. However, we assume that further supplies will enter the market as the market develops, as guano is not exclusive to Angola. This risk can be countered by:

·	Ecoland has a slight time advantage in that we have performed considerable marketing and research and have an existing customer base upon which to expand.

·	Ecoland will be first to the market, inasmuch as there is very little guano in the European market in the form we envisage. In addition, we have satisfied customers using the product at present in the United Kingdom.

·	The market is big enough to support many producers. It could be a slight advantage as the market is bigger than the supplies of guano. Thus, allowing guano to become a niche product at a premium price.

Country Risk. Our business currently operates in two countries with extraction taking place in Angola and processing taking place in South Africa. South Africa is an accepted international investor destination. Standard and Poors (S&P) gave South Africa a risk rating A-/Stable/A-2 BBB/Stable/A-3. This is based on the fact that the government has implemented sensible fiscal policies and has managed to bring spending under control. For a full review of South Africa risk profile, see http://www.mbendi.co.za/land/af/sa/p0005.htm. Angola has no sovereign rating. However, Angola has a fast-growing economy largely due to a major oil boom, but it also ranks in the bottom 10 of most socioeconomic indicators. See http://www.buyusa.gov/southafrica/en/416.html, for a full economic review of Angola. Although we are not in those industries, our risk is limited to a basic extraction infrastructure. The value added aspects of the business, i.e., packaging takes place outside Angola in South Africa.

Legislation Risk. In South Africa, the fertilizer industry is controlled by the Fertilizer Act 36 of 1947. Our guano is a registered Group 2 fertilizer under this Act, Registration Number B3429. In Europe, the legislation governing guano is considerably less onerous than South Africa and there are no restrictions on importation. We currently import guano into the United Kingdom satisfying all import requirements of the European Union. In Angola, guano falls under the Department of Geology and Mines and we have all of the necessary licenses for export.

Operations. Our current technology used is simple and by design easy to utilize and operate. There is no “cutting edge” technology involved. As we do not want to harm the ecological environment, the guano is removed by hand. This is a risk, as it does not pose a significant barrier to entry for other companies. However, we are already in operation and new entrants would have to obtain the necessary rights to extract and export the product.

Business. Our business has been set up in order to diversify risks at the development stage of the business. We will operate in two countries and although this will add to the costs of running the business it has many advantages as well. Primarily, we know the guano can be transported to South Africa and once in this country all the required materials are available to produce the final product. That is, packaging, labeling, plastic containers, efficient transport, good communications in a reasonable cost environment. We aim to be mainly export orientated and the most critical part of this is meeting the export and local customers’ requirements of timely delivery. From South Africa, we can do this because of the established infrastructure.

Risks Relating to Our Stock

You may be unable to sell your common stock at or above your purchase price, which may result in substantial losses to you.

The following factors may add to the volatility in the price of our common stock: actual or anticipated variations in our quarterly or annual operating results; government regulations, announcements of significant acquisitions, strategic partnerships or joint ventures; our capital commitments; and additions or departures of our key personnel. Many of these factors are beyond our control and may decrease the market price of our common stock, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common stock will be at any time, including as to whether our common stock will sustain its price of $0.02 per share on the date of this report, or as to what effect that the sale of shares or the availability of common stock for sale at any time will have on the prevailing market price.

Our chief executive officer, David Wallace, and another stockholder own approximately 90 percent of our common stock. This concentration of ownership could discourage or prevent a potential takeover of Ecoland that might otherwise result in your receiving a premium over the market price for your common stock.

Mr. Wallace and Capital sense own in the aggregate 40,000,000 shares of our common stock, which represent approximately 90 percent of our issued and outstanding common stock as of the date of this prospectus. The result of the ownership of our common stock by Messrs. Wallace and Capital sense is that they have voting control on all matters submitted to our stockholders for approval and are able to control our management and affairs, including extraordinary transactions such as mergers and other changes of corporate control, and going private transactions. Additionally, this concentration of voting power could discourage or prevent a potential takeover of Ecoland that might otherwise result in your receiving a premium over the market price for your common stock.

Our issuance of additional common stock in exchange for services or to repay debt, would dilute your proportionate ownership and voting rights and could have a negative impact on the market price of our common stock.

Our board may generally issue shares of our common stock to pay for debt or services, without further approval by our stockholders based upon such factors as our board of directors may deem relevant at that time. From inception until November 24, 2009, we issued no shares to reduce our debt obligations.

From inception until May 31, 2009, we issued a total of 20,000,000 shares of our common stock to Mr. Russell in payment for services rendered and an additional 20,000,000 shares to Mr. Wallace in exchange for his transfer of ownership in our subsidiary, Guano Distributors (Pty) Ltd.

We may issue additional securities to pay for services and reduce debt in the future or under such other circumstances we may deem appropriate at the time. Such issuance of our equity securities may dilute your proportionate ownership and voting rights as our stockholders.

Trading of our stock may be restricted by the SEC's Penny Stock Regulations which may limit a stockholder's ability to buy and sell our stock.

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

Dividend risk.

At present, we are not in a financial position to pay dividends on our common stock and future dividends will depend on our profitability. Investors are advised that until such time the return on our common stock is restricted to an appreciation in the share price.

Anti-takeover provisions may impede the acquisition of Ecoland.

Certain provisions of the Nevada Revised Statutes have anti-takeover effects and may inhibit a non-negotiated merger or other business combination. These provisions are intended to encourage any person interested in acquiring Ecoland to negotiate with, and to obtain the approval of, our board of directors in connection with such a transaction. As a result, certain of these provisions may discourage a future acquisition of Ecoland, including an acquisition in which the stockholders might otherwise receive a premium for their shares.

Our By-laws contain provisions indemnifying our officer and directors against all costs, charges and expenses incurred by them.

Our By-laws contain provisions with respect to the indemnification of our officer and directors against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgement, actually and reasonably incurred by him, including an amount paid to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which he is made a party by reason of his being or having been one of our directors or officer.

Volatility of Stock Price.

Our common shares are not currently publicly traded. In the future, the trading price of our common shares may be subject to wide fluctuations. Trading prices of the common shares may fluctuate in response to a number of factors, many of which will be beyond our control. In addition, the stock market in general, and the market for software technology companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of such companies. Market and industry factors may adversely affect the market price of the common shares, regardless of our operating performance.

In the past, following periods of volatility in the market price of a company's securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs and a diversion of management's attention and resources.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.

Defaults Upon Senior Securities.

None.

Item 4.

Submission of Matters to a Vote of Security Holders.

None.

Item 5.

Other Information.

On July 1st 2009 we entered into an employment agreement with David Wallace whereby Mr. Wallace agreed to serve as Chief Executive Officer and Chief financial officer of the company for a period of three years for $120,000 per annum

Item 6.

Exhibits

Exhibit No.		Identification of Exhibit

10.1*		Employment Contract David Wallace.
31.1*		Certification of David Wallace, Chief Executive Officer of Ecoland International, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of David Wallace, Chief Financial Officer of Ecoland International, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of David Wallace, Chief Executive Officer of Ecoland International, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of David Wallace, Chief Financial Officer of Ecoland International, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.

* Filed Herewith

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ECOLAND INTERNATIONAL, INC.

Date: December 23, 2009	By:	/s/ David Wallace
		David Wallace, Chief Executive Officer

Date: December 23, 2009	By:	/s/ David Wallace
		David Wallace, Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ David Wallace	Chief Executive Officer, Chief Financial Officer and Director	Date: December 23, 2009

Attached files

Novus Robotics Inc. Reports

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