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EX-31.1 - SECTION 302 CERTIFICATION - ENIGMA-BULWARK, LTDexhibit31-1.htm
EX-32.1 - SECTION 906 CERTIFICATION - ENIGMA-BULWARK, LTDexhibit32-1.htm
EX-10.11 - INDEPENDENT CONSULTING AGREEMENT - ENIGMA-BULWARK, LTDexhibit10-11.htm
EX-10.10 - ADVISORY AGREEMENT - ENIGMA-BULWARK, LTDexhibit10-10.htm

UNITED STATES
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 June 30, 2010

or

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________

Commission File Number 333-139045

ECOLOGIC TRANSPORTATION, INC.
(Exact name of registrant as specified in its charter)

Nevada 26-1875304
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
   
1327 Ocean Avenue, Suite B, Santa Monica, California 90401
(Address of principal executive offices) (Zip Code)

310.899.3900
(Registrant’s telephone number, including area code)

____________________________________
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether 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 for 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.
[X] YES    [   ] NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small 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 [   ]   Accelerated filer                   [   ]
Non-accelerated filer   [   ] (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 Exchange Act
[   ] YES    [X] NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
[   ] YES    [   ] NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
[   ] YES    [   ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 22,930,318 common shares issued and outstanding as of August 13, 2010

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PART 1 – FINANCIAL INFORMATION

Item 1. Financial Statements.

Our unaudited interim financial statements for the six month period ended June 30, 2010 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

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ECOLOGIC TRANSPORTATION, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS

    June 30, 2010     December 31, 2009  
    (Unaudited)        
ASSETS              
Current Assets            
     Cash $  33,782   $  26,166  
     Accounts receivable   22,726     27,415  
     Prepaid expenses and other current assets   1,728     61,728  
             
Total current assets   58,236     115,309  
             
Fixed assets   600     -  
             
Other assets   9,193     8,931  
             
TOTAL ASSETS $  68,029   $  124,240  
             
             
LIABILITIES AND STOCKHOLDERS' (DEFICIT)             
             
CURRENT LIABILITIES            
     Accounts payable and accrued expenses $  203,968   $  242,663  
     Due to related parties   376,805     -  
             
Total current liabilities   580,773     242,663  
             
Related party loans   340,849     94,049  
             
STOCKHOLDERS' (DEFICIT)            
     Preferred stock, no par value, 10,000,000 shares authorized 
     no shares issued or outstanding at June 30, 2010 and 
     December 31, 2009, respectively
  -     -  
     Common stock, $0.001 par value, 75,000,000 shares 
     authorized 23,712,824 and 22,662,824 shares issued and 
     outstanding at June 30, 2010 and December 31, 2009, respectively
  23,713     22,663  
     Additional paid in capital   1,729,322     1,012,265  
     (Deficit) accumulated during the development stage   (2,606,628 )   (1,247,400 )
             
            Total Stockholders' (Deficit)   (853,593 )   (212,472 )
             
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) $  68,029   $  124,240  

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ECOLOGIC TRANSPORTATION, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2010 AND 2009,
AND FOR THE PERIOD DECEMBER 16, 2008 (INCEPTION) TO JUNE 30, 2010
(Unaudited)

                            Inception  
    Three months ended     Six months ended     (December 16, 2008) to
    June 30, 2010     June 30, 2009     June 30, 2010     June 30, 2009     June 30, 2010  
                               
Revenue $  109,577   $  -   $  189,299   $  -   $  223,878  
                               
Cost of sales   92,641     -     173,130     -     216,962  
                               
Gross profit (loss)   16,936     -     16,169     -     6,916  
                               
General and administrative expenses   724,593     213,055     1,375,445     234,034     2,613,611  
                               
Operating (loss)   (707,657 )   (213,055 )   (1,359,276 )   (234,034 )   (2,606,695 )
                               
Interest income   24     -     48     -     67  
                               
Net (loss) $  (707,633 ) $  (213,055 ) $  (1,359,228 ) $  (234,034 ) $  (2,606,628 )
                               
Weighted average common shares outstanding - basic and diluted   22,807,329     17,113,882     22,735,476     12,700,962      
                               
Net (loss) per common share - basic and diluted $  (0.03 ) $  (0.01 ) $  (0.06 ) $  (0.02 )    

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ECOLOGIC TRANSPORTATION, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2010 AND 2009,
AND FOR THE PERIOD DECEMBER 16, 2008 (INCEPTION) TO JUNE 30, 2010
(Unaudited)

                Inception  
                (December 16,  
                2008)  
    June 30, 2010     June 30, 2009     to June 30, 2010  
Cash flow from operating activities:                  
   Net (loss) $  (1,359,228 ) $  (234,034 ) $  (2,606,628 )
Adjustments to reconcile net (loss) to net cash
  (used in) operating activities:
           
     Stock compensation/amortization of deferred
     compensation
  778,107     37,271     1,255,624  
     Changes in operating assets and liabilities:                  
           (Increase) decrease in accounts receivable   4,689     -     (22,726 )
           (Increase) in other assets   (262 )   (16,799 )   (9,193 )
           Increase (decrease) in accounts payable and
           accrued expenses
  (38,695 )   5,623     159,884  
           Increase in due to related parties   376,805     -     376,805  
     Net cash (used in) operating activities   (238,584 )   (207,939 )   (846,234 )
                   
Cash flows from investing activities:                  
           Cash used to purchase fixed assets   (600 )   -     (600 )
           Cash received in reverse merger   -     -     10,448  
     Net cash (used in) provided by investing activities   (600 )   -     9,848  
                   
Cash flows from financing activities:                  
           Proceeds from related party loans   246,800     -     340,849  
           Contributed capital   -     -     710  
           Subscriptions received   -     -     6,049  
           Issuance of capital stock for cash   -     300,000     522,560  
     Net cash provided by financing activities   246,800     300,000     870,168  
                   
Increase in cash   7,616     92,061     33,782  
                   
Cash - beginning of period   26,166     -     -  
                   
Cash - end of period $ 33,782     92,061     33,782  
                   
Cash paid for:                  
     Interest $  -   $  -   $  -  
     Income taxes $  -   $  -   $  -  
                   
Non cash investing and financing activities                  
                   
     Recapitalization for reverse acquisition $  -   $  -   $  (31,908 )
     Subscription receivable $  -   $  -   $  6,049  

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ECOLOGIC TRANSPORTATION, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2010
(Unaudited)

NOTE 1. NATURE AND CONTINUANCE OF OPERATIONS

The accompanying unaudited financial statements of Ecologic Transportation, Inc. (formerly USR Technology, Inc.) have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Item 210 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. These financial statements should be read in conjunction with the audited financial statements and footnotes included thereto for the year ended December 31, 2009, on Form 10K, as filed with the Securities and Exchange Commission.

The financial statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the periods shown.

The Company was incorporated in the State of Nevada on September 30, 2005. The Company is a development stage company as defined by ASC 915-10, “Accounting and Reporting by Development Stage Enterprises”. A development stage enterprise is one in which planned principal operations have not commenced, or, if its operations have commenced, there has been no significant revenues there from.

These financial statements have been prepared on a going concern basis. The Company has incurred losses since inception, resulting in an accumulated deficit of $2,606,628. Further losses are anticipated in the development of its business, raising substantial doubt about the Company’s ability to continue as a going concern.

On April 26, 2009, the Company entered into an agreement and plan of merger, as amended, with Ecologic Sciences, Inc. (formerly, Ecologic Transportation, Inc.), a private Nevada corporation and Ecological Acquisition Corp., a private Nevada corporation and wholly-owned subsidiary of the Company. Ecological Acquisition Corp. was formed by the Company for the purpose of acquiring all of the outstanding shares of Ecologic Sciences, Inc. (formerly, Ecologic Transportation, Inc.). Pursuant to the agreement and plan of merger, as amended, Ecologic Sciences, Inc. (formerly, Ecologic Transportation, Inc.) was to be merged with and into Ecological Acquisition Corp., with Ecologic Sciences, Inc. (formerly, Ecologic Transportation, Inc.) continuing after the merger as a wholly-owned subsidiary of the Company.

On July 2, 2009, the Company’s wholly-owned subsidiary Ecological Acquisition Corp. was merged into Ecologic Sciences, Inc. (formerly, Ecologic Transportation, Inc.) with Ecologic Sciences, Inc. being the sole surviving entity under the name “Ecologic Sciences, Inc.” and the Company being the sole shareholder of the surviving entity. Pursuant to the merger the Company plans to raise additional capital required to meet immediate short-term needs and to meet the balance of its estimated funding requirements for the twelve months, primarily through the private placement of its securities. The Company’s ability to continue as a going concern is dependent upon its ability to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Upon closing of the transactions contemplated by the agreement and plan of merger on July 2, 2009, the Company issued 17,559,486 shares of its common stock to the former shareholders of Ecologic Sciences, Inc. in consideration for the acquisition of all of the issued and outstanding common shares in the capital of Ecologic Sciences, Inc. As of the closing date, the former shareholders of Ecologic Sciences, Inc. held approximately 75.85% of the issued and outstanding common shares of the Company. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

The Company’s fiscal year end is December 31.

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NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Net Income (Loss) Per Common Share. The Company calculates net income (loss) per share as required by ASC 450-10, "Earnings per Share." Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During the periods when anti-dilutive, common stock equivalents, if any, are not considered in the computation.

Estimates. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amount 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 reporting period. Management routinely makes judgments and estimates about the effects of matters that are inherently uncertain. Estimates that are critical to the accompanying consolidated financial statements include the, estimates related to asset impairments of long lived assets and investments, classification of expenditures as either an asset or an expense, valuation of deferred tax assets, and the likelihood of loss contingencies. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Estimates and assumptions are revised periodically and the effects of revisions are reflected in the financial statements in the period it is determined to be necessary. Actual results could differ from these estimates.

Fair Value of Financial Instruments. ASC 825, “Disclosures About Fair Value of Financial Instruments,” requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” (“ASC 820”) defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2010.

The respective carrying value of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash and cash equivalents, accounts payable and accrued liabilities. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value, or they are receivable or payable on demand.

Stock Based Compensation: The Company records compensation expense for the fair value of stock options that are granted. Expense is recognized on a pro-rata basis over the vesting periods, if any, of the options. The fair value of stock options at their grant date is estimated by using the Black-Scholes-Merton option pricing model.

Recently Adopted Accounting Standards. The Company evaluates the pronouncements of various authoritative accounting organizations, primarily the Financial Accounting Standards Board (“FASB”), the SEC, and the Emerging Issues Task Force (“EITF”), to determine the impact of new pronouncements on US GAAP and the impact on the Company.

The Company has recently adopted the following new accounting standards:

Subsequent Events - In May, 2009, the ASC guidance for subsequent events was updated to establish accounting and reporting standards for events that occur after the balance sheet date but before financial statements are issued. The guidance was amended in February, 2010 via ASU No. 2010-09. The standard sets forth: (i) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet in its financial statements, and (iii) the disclosures that an entity should make about events or transactions occurring after the balance sheet date in its financial statements. The amended ASU was effective immediately and its adoption had no impact on the Company’s consolidated financial position, results of operations or cash flows.

Fair Value Measurements – In January 2010, ASU No. 2010-06 amended existing disclosure requirements about fair value measurements by adding required disclosures about items transferring into and out of levels 1 and 2 in the fair value hierarchy; adding separate disclosures about purchase, sales, issuances, and settlements relative to level 3 measurements; and clarifying, among other things, the existing fair value disclosures about the level of

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disaggregation. The ASU was adopted during the period ended March 31, 2010, and its adoption had no impact on the Company’s consolidated financial position, results of operations or cash flows.

Consolidations - ASU No. 2009-17 revises the consolidation guidance for variable-interest entities. The modifications include the elimination of the exemption for qualifying special purpose entities, a new approach for determining who should consolidate a variable-interest entity, and changes to when it is necessary to reassess who should consolidate a variable-interest entity. The ASU was adopted during the period ended March 31, 2010 and its adoption had no impact on the Company’s consolidated financial position, results of operations or cash flows.

Recently Issued Accounting Standards Updates. The following accounting standards updates were recently issued and have not yet been adopted by the Company. These standards are currently under review to determine their impact on the Company’s consolidated financial position, results of operations, or cash flows.

ASU No. 2010-11 was issued in March 2010, and clarifies that the transfer of credit risk that is only in the form of subordination of one financial instrument to another is an embedded derivative feature that should not be subject to potential bifurcation and separate accounting. This ASU will be effective for the first fiscal quarter beginning after June 15, 2010, with early adoption permitted.

ASU No. 2010-13 was issued in April 2010, and will clarify the classification of an employee share based payment award with an exercise price denominated in the currency of a market in which the underlying security trades. This ASU will be effective for the first fiscal quarter beginning after December 15, 2010, with early adoption permitted.

There were various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's consolidated financial position, results of operations or cash flows.

NOTE 3. DUE TO RELATED PARTIES

As at June 30, 2010, affiliates and related parties are due a total of $717,654 which is comprised of loans to the Company of $340,849, accrued compensation of $369,052, accrued interest of $7,753 and unpaid expenses of $5,592. For the period April 1, 2010 to June 30, 2010, loans to the Company increased by $94,800, accrued compensation increased by $117,000 and accrued interest increased by $2,811. During the six month period ended June 30, 2010, loans to the Company increased by $246,800, accrued compensation increased by $328,963 and accrued interest increased by $6,199. The loans to the Company bear interest at the rate of 7% per annum, are unsecured and are payable within one year upon demand. No payments of principal or interest have been made to date.

NOTE 4. STOCKHOLDERS’ (DEFICIT)

The total number of authorized shares of common stock that may be issued by the Company is 75,000,000 with a par value of $0.001 per share.

The Board of Directors has approved an action to amend the Articles of Incorporation to provide for the issuance of 10 million shares of preferred stock with no par value.

On May 18, 2010 the Company entered into an Independent Consulting Agreement (“Consulting Agreement”) with Prominence Capital, LLC (“Prominence”) to represent the Company in investor communications and public relations for a term of two (2) years commencing May 18, 2010. As remuneration for the services of Prominence, the Company issued to Prominence 1,000,000 restricted common shares of the Company valued at $0.45 for a per share which was the stock price on May 18, 2010, the date of issuance. The Company recorded $28,125 as operating expense for the period May 18, 2010 to June 30, 2010 and deferred compensation of $421,875 which will be amortized through May 18, 2012.

On May 20, 2010 the Company entered into a Memorandum of Understanding and Binding Effect (“Memorandum”) with Wakabayashi Fund, LLC (“Wakabayashi”) to cancel the agreement that the Company entered into with Wakabayishi on May 11, 2010 wherein Wakabayishi was to provide institutional market awareness and public relations services to the Company. Under the original agreement, the Company issued to Wakabayashi a retainer of 250,000 shares of the Company’s common stock (the “Shares”). Under the terms of the Memorandum, Wakabayishi agreed to return the Shares and the Company agreed to cancel the Shares and issue 50,000 new shares for consulting expense valued at $0.45 per share for a total of $22,500 to Wakabayishi (the “Replacement Shares”) As at June 30, 2010 the Company has recorded the cancellation and issuance as stated above.

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As of June 30, 2010 the Company has 22,712,824 common shares issued and outstanding.

NOTE 5. WARRANTS AND OPTIONS

On June 30, 2010 the Company, under its 2009 Stock Option Plan, granted qualified stock options to purchase 435,000 shares of its common stock for five year at $0.473 per share. Of the total options granted, 240,000 were granted to three members of the Board of Directors, 120,000 of which vest on July 2, 2010 and 120,000 of which vest on July 2, 2011 and 195,000 were granted to four consultants, all of which vest on July 2, 2010. The value of the options using the Black-Scholes valuation method is $0.13 per share or $56,550. The 120,000 Directors’ options vesting at any time after July 2, 2010 were valued at $15,600 and were expensed on the books of the Company at June 30, 2010. The 120,000 Directors’ options vesting on or after July 2, 2011 were recorded on the books as prepaid expense of $15,600 as of June 30, 2010. The 195,000 Consultants’ options vesting at any time after July 2, 2010 were valued at $25,350 and were expensed on the books of the Company as at June 30, 2010. The Company used the following assumptions in valuing the options: expected volatility 33%; expected term 5 years; expected dividend yield 0%, and risk-free interest rate of 1.49% .

On October 1, 2009 the Company entered into a consulting agreement for services under which the Company issued 2,287,547 options to purchase 2,287,547 shares of its common stock for an option price of $0.25. The options vest on September 1, 2010. The options are exercisable for a period of three years after the vesting date. The Company has valued the options utilizing the Black Scholes method of valuation at $983,645 and for accounting purposes has amortized the option value over the eleven month period commencing with the date of issuance and ending when the options vest. The amortization recorded by the Company for the three month period ended June 30, 2010 was $268,266 as a charge to income. The Company used the following assumptions in valuing the options: expected term 3.67 years, expected volatility 33%, risk-free interest rate of 2%, and dividend yield of 0%.

In conjunction with the reverse acquisition in July 2009, the Company assumed 90,250 warrants outstanding with an exercise price of $2.50. The warrants expire on September 30, 2011.

As of June 30, 2010 the Company has 90,250 warrants and 2,722,547 options issued and outstanding.

Outstanding Warrants

          Remaining     Exercise Price     Weighted  
    Number of     Contractual Life     times Number     Average  
Exercise Price   Shares     (in years)     of Shares     Exercise Price  
$2.50   90,250     1.16   $  225,625   $  2.50  
    90,250         $  225,625   $  2.50  

    Number     Weighted  
    of     Average  
Warrants   Shares     Exercise  
          Price  
             
Outstanding at December 31, 2009   90,250   $  2.50  
Issued   -     -  
Exercised   -     -  
Expired / Cancelled   -     -  
Outstanding at June 30, 2010   90,250   $  2.50  

Outstanding and Exercisable Options

          Remaining     Exercise Price     Weighted  
    Number of     Contractual Life     times Number     Average  
Exercise Price   Shares     (in years)     of Shares     Exercise Price  
$0.25   2,287,547     3.5   $  571,887   $  0.25  
$0.473   435,000     5.0     205,755     0.473  
    2,722,547         $  777,642   $  0.362  

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    Number     Weighted  
    of     Average  
Options   Shares     Exercise  
          Price  
             
Outstanding at December 31, 2009   2,287,547   $  0.25  
Issued   435,000     0.473  
Exercised   -     -  
Expired / Cancelled   -     -  
Outstanding at June 30, 2010   2,722,547   $  0.362  

NOTE 6. SUBSEQUENT EVENTS

The Company has evaluated events and transactions that occurred subsequent to June 30, 2010, for possible disclosure or recognition in the consolidated financial statements. The Company has determined that there were no such events or transactions that warrant disclosure or recognition in the consolidated financial statements except as follows.

During the period July 1, 2010 to August 13, 2010 the Company increased its loan from related parties by $4,550; from a total of $340,849 at June 30, 2010 to $345,399 at August 13, 2010. The loan bears interest at the rate of 7% per annum, is unsecured and is payable within one year upon demand.

On July 1, 2010 the Company entered into an Advisory Agreement for Executive Services of Norman A. Kunin with Kunin Business Consulting (“KBC”), a division of Ace Investors, LLC (the “Advisory Agreement”.) The Advisory Agreement is for the non-exclusive services of Norman A. Kunin (the “Executive”) to serve as Chief Financial Officer of the Company. The term of the engagement is for one year commencing on July 1, 2010, with a one year option to continue upon mutually agreeable terms. Executive fee compensation is at the rate of Five Thousand Dollars ($5,000) per month, payment of which is deferred until the Company is capitalized with a minimum of $1,000,000, but will continue to accrue on a monthly basis. The Company will reimburse KBC for service already rendered in the one-time amount of Twenty Five Thousand Dollars ($25,000).

On September 29, 2009 we executed a financial advisory and investment banking services agreement with North Sea Securities LP. Under this agreement, North Sea Securities advised Ecologic Transportation in structuring and executing transactions, acted as its placement agent for equity, and assisted it with a full range of corporate debt transactions for acquisitions and fleet financing. The agreement expired as specified in the terms of the agreement.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report, particularly in the section entitled "Risk Factors".

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "common shares" refer to the common shares in our capital stock.

As used in this quarterly report and unless otherwise indicated, the terms “we”, “us”, “our”, “our company” and “Ecologic” refer to Ecologic Transportation, Inc., and unless otherwise indicated, our subsidiaries.

Corporate History

We were incorporated in the State of Nevada on September 30, 2005 under the name Heritage Explorations Inc. On June 20, 2008, we merged with our wholly owned subsidiary and changed our name to USR Technology, Inc. and on June 26, 2008 and our shares began trading under the symbol “USRT”. We were engaged primarily in the provision of drilling services internationally.

On July 2, 2009, USR's wholly owned subsidiary Ecological Acquisition Corp. was merged into Ecologic Sciences, Inc. (formerly, Ecologic Transportation, Inc.) with Ecologic Sciences, Inc. being the sole surviving entity under the name “Ecologic Sciences, Inc.” and our company being the sole shareholder of the surviving entity. In connection with the closing of the merger, we issued an aggregate of 17,309,486 restricted shares of our common stock representing approximately 75.85% of the issued and outstanding shares of our company to the former shareholders of Ecologic Sciences, Inc.

Following the completion of the acquisition of Ecologic Sciences, Inc., we are a development stage company that plans to be engaged in the rental of environmentally friendly hybrid electric and low-emission vehicles to the public.

11


Pursuant to the terms of the Agreement and Plan of Merger, as amended:

  • effective June 11 2009, we effected a two (2) old for one (1) new reverse stock split of our issued and outstanding common stock. As a result, our authorized capital decreased from 150,000,000 shares of common stock with a par value of $0.001 to 75,000,000 shares of common stock with a par value of $0.001 and our issued and outstanding shares decreased from 15,020,017 shares of common stock to 7,510,000 shares of common stock;

  • effective June 11, 2009, we changed our name from “USR Technology, Inc.” to “Ecologic Transportation, Inc.”, by way of a merger with our wholly owned subsidiary Ecologic Transportation, Inc., which was formed solely for the change of name. The name change and forward stock split became effective with the Over-the-Counter Bulletin Board at the opening of trading on June 11, 2009 under the new stock symbol “EGCT”. Our new CUSIP number is 27888B 105;

  • certain of our pre-closing stockholders canceled 2,000,002 pre-consolidated shares of our common stock for no consideration for the purpose of making our capitalization more attractive to future equity investors; and

  • certain affiliates of our company cancelled an aggregate of $108,500 of debt at no consideration.

On July 2, 2009 and in connection with the closing of the agreement and plan of merger, there was a change in control of our company that resulted from the issuance of 17,559,486 shares of our common stock to the former shareholders of Ecologic Sciences, Inc.

The issuance of the 17,559,486 common shares to the former shareholders of Ecologic Sciences, Inc. was deemed to be a reverse acquisition for accounting purposes. Ecologic Sciences, Inc., the acquired entity, is regarded as the predecessor entity as of July 2, 2009. Starting with the periodic report for the quarter in which the acquisition was consummated, our company will file annual and quarterly reports based on the December 31st fiscal year end of Ecologic Sciences, Inc. Such financial statements will depict the operating results of Ecologic Sciences, Inc., including the acquisition of our company, from July 2, 2009.

On September 24, 2009, we, through our wholly owned subsidiary Ecologic Products, Inc., entered into a service agreement with Park N Fly Inc., a national off-airport parking company. Pursuant to the terms of the service agreement, we have agreed to provide car wash cleaning services using our 100% organic cleaning products, known as Ecologic ShineTM, for a period of three years at certain of Park N Fly Inc.’s locations. We opened in Atlanta, Georgia on October 19, 2009. We opened in San Diego, California on November 16, 2009.

Overview

We are a development stage company in the business of environmental transportation. We are structured with three operating units. Our primary operation is the car rental division which will focus on an environmental car rental operation.

We have two subsidiaries in addition to Ecologic Car Rentals Inc.:

  1.

Ecologic Products, Inc., a Nevada Corporation

  2.

Ecologic Systems, Inc., a Nevada Corporation

These subsidiaries were created to provide an infrastructure and support for Ecologic Car Rentals. Our car rental business and our systems business intends to provide distribution channels for certain environmental products and both generate certain internal product requirements in order to allow us to be “green” throughout our operation. Initially our business plan calls for the products to be focused on transportation and its ancillary markets.

12


Results of Operations

Three and six months ended June 30, 2010 compared to three and six months ended June 30, 2009

The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended June 30, 2010 which are included herein.

    Three     Three     Six Months     Six Months        
    Months     Months     Ended     Ended     Inception  
    Ended     Ended     June 30,     June 30,     (December 16,  
    June 30,     June 30,     2010     2009     2008) to June 30,
    2010     2009                 2010  
Revenue $  109,577   $  Nil   $  189,299   $  Nil   $  223,878  
General and Administrative $  724,593   $  213,055   $  1,375,445   $  234,034   $  2,613,611  
Expenses                              
Net (Loss) $  (707,657 ) $  (21,3055 ) $  (1,359,228 ) $  (234,034 ) $  (2,606,628 )

Revenue

We have recently commenced earning revenues as a result of launching Ecologic Shine in collaboration with Park N’ Fly, the airport parking chain with prominent locations in 15 airport markets. We have opened and commenced operations at the following locations: 1. Atlanta, Georgia (October, 2009), 2. San Diego, California (November, 2009), 3. Los Angeles, California (December, 2009). The current plans are to grow the revenue base in these locations and then to expand into additional locations as capital permits.

General and Administrative Expenses

Operating expenses for the three months ended June 30, 2010, were comprised of $301,575 of consulting, $343,266 of amortization of stock compensation, and $79,752 of office, overhead and other general and administrative expenses.

Operating expenses for the three months ended June 30, 2009 were comprised of $175,500 of consulting, $12,859 of travel expenses and $24,696 of office, overhead and other general and administrative expenses.

Operating expenses for the six months ended June 30, 2010, were comprised of $526,563 of consulting, $686,532 of amortization of stock compensation, $41,339 of legal and accounting fees and $121,011 of office, overhead and other general and administrative expenses.

Operating expenses for the six months ended June 30, 2009 were comprised of $175,500 of consulting, $22,800 of rent expense, $12,859 of travel expenses and $22,875 of office, overhead and other general and administrative expenses.

We have recently commenced earning revenues as a result of launching Ecologic Shine in collaboration with Park N’ Fly, the airport parking chain with prominent locations in 15 airport markets. We have opened and commenced operations at the following locations: 1. Atlanta, Georgia (October, 2009), 2. San Diego, California (November, 2009), 3. Los Angeles, California (December, 2009). The current plans are to grow the revenue base in these locations and then to expand into additional locations as capital permits. Our company had begun operations in Houston, Texas in March,2010 and closed the operation in June 2010 because of a lack of volume and poor economics due to seasonality retaining the ability to reopen at a future date.

As at June 30, 2010, affiliates and related parties are due a total of $717,654 which is comprised of loans to the Company of $340,849, accrued compensation of $369,052, accrued interest of $7,753 and unpaid expenses of $5,592. For the period April 1, 2010 to June 30, 2010, loans to the Company increased by $94,800, accrued compensation increased by $117,000 and accrued interest increased by $2,811. The loans to the Company bear interest at the rate of 7% per annum, are unsecured and are payable within one year upon demand. No payments of principal or interest were made to date.

13


Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Liquidity and Capital Resources

Working Capital

      At     At     Increase/Decrease  
      June 30,     December 31,        
      2010     2009        
  Current Assets $  58,236   $  115,309   $  (57,073 )
  Current Liabilities $  580,773   $  242,663   $  338,110  
  Working Capital $  (522,537 ) $  (127,354 ) $  (395,183 )

Cash Flows

      Six     Six  
      Months     Months  
      Ended     Ended  
      June 30,     June 30,  
      2010     2009  
  Net Cash (Used in) Operating Activities $  (235,584 ) $  (207,939 )
  Net Cash Provided By Investing Activities $  (600 ) $  -  
  Net Cash Provided by Financing Activities $  246,800   $  300,000  
  Increase in Cash $  7,616   $  92,061  

We had cash in the amount of $33,782 as of June 30, 2010 as compared to $26,166 as of December 31, 2009. We had a working capital deficit of $522,537 as of June 30, 2010. We anticipate continuing to earn revenues as a result of our launching Ecologic Shine in collaboration with Park N’ Fly, the airport parking chain with prominent locations in 15 airport markets. We have opened and commenced operations at the following locations: 1. Atlanta, Georgia (October, 2009), 2. San Diego, California (November, 2009), 3. Los Angeles, California (December, 2009).

We have suffered recurring losses from operations. The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital as needed. We anticipate that we will have to raise additional funds through private placements of our equity securities and/or debt financing to complete our business plan. There is no assurance that the financing will be completed as planned or at all. If we are unable to secure adequate capital to continue our planned operations, our shareholders may lose some or all of their investment and our business may fail.

Our principal sources of funds have been from sales of our common stock and loans from related parties.

Going Concern

We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future debt or equity financing.

Contractual Obligations

As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

14


Application of Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

Net Income (Loss) Per Common Share

The Company calculates net income (loss) per share as required by ASC 450-10, "Earnings per Share." Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During the periods when anti-dilutive, common stock equivalents, if any, are not considered in the computation.

Item 4. Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (also our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

As of June 30, 2010, the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (also our principal executive officer, principal financial and accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (also our principal executive officer, principal financial and accounting officer) concluded that our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended June 30, 2010 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, active or pending legal proceedings against the Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

15


Item 1A. Risk Factors

Much of the information included in this annual report includes or is based upon estimates, projections or other “forward looking statements”. Such forward looking statements include any projections and estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other “forward looking statements” involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other “forward looking statements”.

Risks Related to our Business

We have a limited operating history, and it is difficult to evaluate our financial performance and prospects. There is no assurance that we will achieve profitability or that we will not discover problems with our business model.

We have a limited operating history. As such, it is difficult to evaluate our future prospects and performance, and therefore we cannot ensure that we will operate profitably in the future.

We have limited funds available for operating expenses. If we do not obtain funds when needed, we will have to cease our operations.

Currently, we have limited operating capital. As of June 30, 2010, our cash available was $33,782. In the foreseeable future, we expect to incur significant expenses when developing our business. We may be unable to locate sources of capital or may find that capital is not available on terms that are acceptable to us to fund our additional expenses. There is the possibility that we will run out of funds, and this may affect our operations and thus our profitability. If we cannot obtain funds when needed, we may have to cease our operations.

Our business plan may not be realized.

Our operations are subject to all of the risks inherent in the establishment of a new business enterprise, including inadequate working capital and a limited operating history. The likelihood of our success must be considered in light of the problems, expenses, complications and delays frequently encountered in connection with the development of a new business. Unanticipated events may occur that could affect the actual results achieved during the forecast periods. Consequently, the actual results of operations during the forecast periods will vary from the forecasts, and such variations may be material. In addition, the degree of uncertainty increases with each successive year presented. There can be no assurance that we will succeed in the anticipated operation of our business plan. If our business plan proves to be unsuccessful, our business may fail and you may lose your entire investment.

We will need additional financing to expand our business, and to implement our business plan. Such financing may not be available on favorable terms, if at all.

If we need funds and cannot raise them on acceptable terms, we may not be able to:

  • execute our business plan;
  • acquire or lease our proposed fleet of rental cars;
  • take advantage of future opportunities, including synergistic acquisitions;
  • respond to customers, competitors or violators of our proprietary and contractual rights; or
  • remain in operation.

16


We will have to raise substantial additional capital if we wish to execute our business plan. There can be no assurance that debt or equity financing, or cash generated by operations, will be available or sufficient to meet our requirements. Additional funding may not be available under favorable terms, if at all.

We may be unable to predict accurately the timing and amount of our capital requirements. We have historically financed our activities through the sale of our equity securities, loans and from lines of credit. We may be required to raise additional funds through public or private financing, bank loans, collaborative relationships or other arrangements. It is possible that banks, venture capitalists and other investors may perceive our capital structure or operating history as too great a risk to bear. As a result, additional funding may not be available at attractive terms, or at all. If we cannot obtain additional capital when needed, we may be forced to agree to unattractive financing terms, change our method of operations, curtail operations significantly, obtain funds through entering into arrangements with collaborative partners or others, or issue additional securities. Any future issuances of our securities may result in substantial dilution to existing stockholders.

Our success will depend on our newly assembled senior management team.

Our success will be largely dependent upon the performance of our senior management team. Investors must rely on the expertise and judgment of senior management and other key personnel. The failure to attract and retain individuals with the skill and experience necessary to execute our business plan could have a materially adverse impact upon our prospects. We currently do not have any key man insurance policies and have no current plans to obtain any; therefore, there is a risk that the death or departure of any director, member of management, or any key employee could have a material adverse effect on operations.

We face significant competition in the car rental industry.

The car rental business is highly competitive. We compete against a number of established rental car companies with greater marketing and financial capabilities. Our market specialization is the rental of hybrid electric and low-emissions cars. Although we believe that we will be the first rental company featuring predominately environmentally friendly cars, we may face difficulty competing against other car rental companies should they devote significant resources to such cars. There can be no assurance that one or more competitors may not initiate a rental business similar to ours, thus compromising the differentiating factor for us. Increased competition in the rental car industry may result in reduced operating margins, loss of market share and a diminished brand franchise. There can be no assurance that we will be able to compete successfully against our competitors, and competitive pressures faced by us may have a material adverse effect on our business, prospects, financial condition and results of operations.

We are dependent on fleet financing for acquiring cars.

Our ability to purchase and finance our proposed fleet of rental vehicles will depend on the calculation and assignment of risk for the resale value of the vehicles. Despite our plans for securing the resale value, lending companies may not be enticed to finance the cars. There can be no assurance that the financing required to purchase and deploy cars will be available to us in order to meet business projections. Our failure to obtain financing for the acquisition of cars could have a material adverse effect on our business and prospects.

We may not maintain insurance sufficient to cover the full extent of our liabilities.

We intend to maintain various forms of insurance. However, such insurance has limitations on liability that may not be sufficient to cover the full extent of such liabilities. Also, such risks may not, in all circumstances, be insurable or, in certain circumstances, we may elect not to obtain insurance to deal with specific risks due to the high premiums associated with such insurance or other reasons. The payment of such uninsured liabilities would reduce the funds available to us. The occurrence of a significant event that we are not fully insured against, or the insolvency of the insurer of such event, could have a material adverse effect on our financial position, results of operations or prospects.

17


We may not be able to obtain all the necessary licenses and permits required to carry on our business activities.

Our operations may require licenses and permits from various governmental authorities. There can be no assurance that we will be able to obtain all necessary licenses and permits that may be required to carry required business activities.

We may not be able to maintain the information technology and computer systems required to serve our customers.

Our reputation and ability to attract retain, and serve customers are dependent upon the reliable performance of our technology infrastructure and fulfillment processes. Interruptions or technical problems could make our systems unavailable to service customers and could diminish the overall attractiveness of our service to potential customers.

Risks Relating to Our Common Shares

Trading on the OTC Bulletin Board may be volatile and sporadic, which could depress the market price of our common shares and make it difficult for our shareholders to resell their shares.

Our common shares are quoted on the OTC Bulletin Board service. Trading in shares quoted on the OTC Bulletin Board is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common shares for reasons unrelated to operating performance. Moreover, the OTC Bulletin Board is not a stock exchange, and trading of securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on a quotation system like Nasdaq or a stock exchange like Amex. Accordingly, shareholders may have difficulty reselling any of the shares.

Our share is a penny stock. Trading of our share may be restricted by the SEC’s penny stock regulations which may limit a shareholder’s ability to buy and sell our shares.

Our share is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “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 shares that are 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 shares.

FINRA sales practice requirements may also limit a shareholder's ability to buy and sell our share.

In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority, or FINRA, has adopted rules that require that in recommending an investment to a

18


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, the FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common shares, which may limit your ability to buy and sell our share.

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common shares.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. [Removed and Reserved]

Item 5. Other Information

On June 25, 2010 Dr. Bernhard F. J. Steiner, a director of the Company, passed away.

On August 16, 2010 appointed Dr. Martin A. Blake DBA, MBA, BSc to its Board of Directors. Dr. Blake currently serves as the Head of Corporate Social Responsibility, Sustainability and Social Policy for the Royal Mail Group plc, the postal service company for the United Kingdom.

Item 6. Exhibits

Exhibit Description
Number

 

(3)

Articles of Incorporation and Bylaws

 

3.1

Articles of Incorporation (incorporated by reference to our registration statement on form SB-2 filed on November 30, 2006).

 

3.2

Bylaws (incorporated by reference to our registration statement on form SB-2 filed on November 30, 2006).

 

3.3

Certificate of Change filed with the Secretary of State of Nevada on April 2, 2008 (incorporated by reference from our Current Report on Form 8-K filed on April 21, 2008).

 

3.4

Articles of Merger (incorporated by reference from our Current Report on Form 8-K filed on June 26, 2008).

 

3.5

Certificate of Change filed with the Secretary of State of Nevada on August 29, 2008 with respect to the reverse stock split (incorporated by reference from our Current Report on Form 8-K filed on September 17, 2008).

 

3.6

Articles of Merger (incorporated by reference from our Current Report on Form 8-K filed on June 11, 2009).

19



Exhibit Description
Number

   
3.7

Certificate of Change filed with the Secretary of State of Nevada on May 15, 2009 with respect to the reverse stock split (incorporated by reference from our Current Report on Form 8-K filed on June 11, 2009).

   
3.8

Articles of Merger filed with the Secretary of State of Nevada on June 2, 2009 with respect to the merger between our wholly owned subsidiary, Ecological Acquisition Corp. and Ecologic Sciences, Inc. (incorporated by reference from our Current Report on Form 8-K filed on July 9, 2009).

   
(10)

Material Contracts

   
10.1

Agreement and Plan of Merger dated April 26, 2009 (incorporated by reference from our Current Report on Form 8-K filed on April 30, 2009).

   
10.2

Employment agreement dated January 30, 2009 between our company and Mr. Plamondon (incorporated by reference from our Current Report on Form 8-K filed on July 9, 2009).

   
10.3

Agreement dated April 28, 2009 between our company and Audio Eye, Inc. (incorporated by reference from our Current Report on Form 8-K filed on July 9, 2009).

   
10.4

Agreement dated May 15, 2009 between our company and Audio Eye, Inc. (incorporated by reference from our Current Report on Form 8-K filed on July 9, 2009).

   
10.5

Employment agreement dated June 29, 2009 between our company and Mr. Kepler. (incorporated by reference from our Current Report on Form 8-K filed on July 9, 2009).

 

 

10.6

Memorandum of Understanding dated May 12, 2009 between our company and Green Solutions & Technologies, LLC (incorporated by reference from our Current Report on Form 8-K filed on July 9, 2009).

 

 

10.7

Form of debt settlement subscription agreement dated July 1, 2009 between our company and John L. Ogden (incorporated by reference from our Current Report on Form 8-K filed on July 9, 2009).

 

 

10.8

Service Agreement dated September 24, 2009 between Ecologic Products, Inc. and Park N Fly Inc. (incorporated by reference from our Current Report on Form 8-K filed on September 29, 2009).

 

 

10.9

Agreement dated September 29, 2009 between Ecologic Transportation, Inc. and North Sea Securities LP. (incorporated by reference from our Annual Report on Form 10-K filed on April 14, 2010).

 

 

10.10*

Advisory Agreement For Executive Services Of Norman A. Kunin dated as of January 1, 2010.

 

 

10.11*

Independent Consulting Agreement between our company and Prominence Capital, LLC effective as of April 5, 2010.

 

 

(21)

Subsidiaries of the Registrant

 

 

21.1

Ecologic Products, Inc.
Ecologic Car Rentals, Inc.
Ecologic Systems, Inc.

 

 

(31)

Section 302 Certifications

 

 

31.1*

Section 302 Certification of William N. Plamondon III

 

 

(32)

Section 906 Certifications

 

 

32.1*

Section 906 Certification of William N. Plamondon III

*filed herewith

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  ECOLOGIC TRANSPORTATION, INC.
  (Registrant)
   
   
Dated: August 16, 2010 /s/ William N. Plamondon III
  William N. Plamondon III
  President, Chief Executive Officer and Director
  (Principal Executive Officer, Principal Financial Officer
  and Principal Accounting Officer )

21