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 November 30, 2011

 

or

 

¨	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.)
14 The Link, Morningside, Sandton, South Africa, 2196.	91423
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code: (2711) 918-0198

 

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 x 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 ¨	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 Act).  Yes o No x

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of   November 30, 2011:  88,650,000 shares of common stock, with a par value of $.001 per share.

 

PART I

Financial Information

 

Item 1.

Financial Statements.

 

 

 

ECOLAND INTERNATIONAL, INC.
(Formerly Guano Distributors, Inc.)
(A Development Stage Company)
Consolidated Balance Sheets
ASSETS
						November 30,			May 31,
						2011			2011
						(Unaudited)
CURRENT ASSETS
	Cash					$	8		$	5,706
	Accounts receivable						3,018			-
	Inventory						189			-
		Total current assets					3,215			5,706
		TOTAL ASSETS				$	3,215		$	5,706
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
	Accounts payable and accrued liabilities					$	26,574		$	43,448
	Notes payable						250,622			258,832
	Notes payable - related parties						359,477			298,266
		Total current liabilities					636,673			600,546
		TOTAL LIABILITIES					636,673			600,546
STOCKHOLDERS' DEFICIT
	Series A, Preferred stock; 100 shares authorized,
	at $0.001 per share, -0- shares issued and outstanding						-			-
	Series B, Preferred stock; 1,000,000 shares authorized,
	at $0.001 per share, -0- shares issued and outstanding						-			-
	Common stock; 500,000,000 shares authorized, at $0.001
	par value, 88,650,000 and 88,650,000 shares issued and outstanding
	at November 30, 2011 and May 31, 2011, respectively						88,650			88,650
	Additional paid-in capital						316,850			316,850
	Subscription Receivable						-			(30,000)
	Accumulated other comprehensive income (loss)						9,818			(19,330)
	Deficit accumulated during the development stage						(1,048,776)			(951,010)
		Total stockholders' deficit					(633,458)			(594,840)
		TOTAL LIABILITIES AND STOCKHOLDERS'
		DEFICIT				$	3,215		$	5,706

 

 

ECOLAND INTERNATIONAL, INC.
(Formerly Guano Distributors, Inc.)
( A Development Stage Company)
Consolidated Statements of Operations and Comprehensive Income
								(Unaudited)
																From inception
																on April 15,
				For the Three Months Ended						For the Six Months Ended						2005 Through
				November 30,						November 30,						November 30,
				2011			2010			2011			2010			2011
REVENUES				$	336		$	11,786		$	3,712		$	11,786		$	80,411
COST OF GOODS SOLD					200		-	6,427			2,256			6,427			56,439
	GROSS PROFIT				136			5,359			1,456			5,359			23,972
EXPENSES
	Depreciation and
	amortization				-			-			-			-			935
	General and
	administrative				36,576			38,443			73,646			88,412			856,297
		Total Expenses			36,576			38,443			73,646			88,412			857,232
LOSS FROM
OPERATIONS					(36,440)			(33,084)			(72,190)			(83,053)			(833,260)
OTHER INCOME
(EXPENSES)
	Interest expense				(13,596)			(11,140)			(25,576)			(20,944)			(215,516)
		Total Other
		Expenses			(13,596)			(11,140)			(25,576)			(20,944)			(215,516)
NET LOSS				$	(50,036)		$	(44,224)		$	(97,766)		$	(103,997)		$	(1,048,776)
COMPREHENSIVE LOSS
	Foreign Currency Adjustment				22,808			(5,066)			29,148			(11,888)			9,818
NET COMPREHENSIVE LOSS					(27,228)			(49,290)			(68,618)			(115,885)			(1,038,958)
BASIC LOSS
PER SHARE				$	(0.00)		$	(0.00)		$	(0.00)		$	(0.00)
WEIGHTED AVERAGE
NUMBER OF SHARES
OUSTANDING - BASIC					88,650,000			88,650,000			88,650,000			86,397,253
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 April 15,
							For the 6 Months Ending						2005 Through
							November 30						November 30,
CASH FLOWS FROM OPERATING ACTIVITIES							2011			2010			2011
	Net loss						$	(97,766)		$	(103,997)		$	(1,048,776)
	Adjustments to reconcile net loss to
	net cash used by operating activities:
		Depreciation and amortization						-			-			1,525
		Common stock issued for Services						-			-			133,000
		Services contributed by officer												2,485
		Accrued services by officers and directors						61,211			69,803			359,477
	Changes in operating assets and liabilities
		Increase in accounts receivable						(3,018)			(7,906)			(3,018)
		Decrease in inventory						(189)			1,781			(189)
		Decrease in accounts payable and accrued expenses						(16,874)			4,699			26,574
			Net cash used by operating activities					(56,636)			(35,620)			(528,922)
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							30,000			-			180,015
	Proceeds from issuance of notes payable							(8,210)			48,865			340,622
			Net cash provided by financing activities					21,790			48,865			520,637
		EFFECT OF EXHANGE RATE CHANGES ON CASH						29,148			(11,888)			9,818
		NET DECREASE IN CASH						(34,846)			13,245			(9,810)
		CASH AT BEGINNING OF PERIOD						5,706			38			-
		CASH AT END OF PERIOD					$	8		$	1,395		$	8
SUPPLIMENTAL INFORMATION
	Cash paid for:
		Income taxes					$	-		$	-		$	-
		Interest					$	-		$	-		$	-
	Non cash activities:
		Common stock issued for notes payable					$	-		$	-		$	90,000
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 through Guano Distributors, Pty. The Company was then incorporated in the State of Nevada on June 24, 2005 as Guano Distributors, Inc. of which Guano Distributors Pty Ltd, was consolidated as a wholly owned subsidiary. 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. On July 2010 the Company designated terms to a portion of the authorized preferred shares, see Note 5 for detail.

 

 

The Company has not achieved significant revenues and is a development stage company in accordance with FASB ASC 915 “Development Stage Entities.”

Basis of presentation

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America applicable to development stage enterprises, and are expressed in U.S. dollars. The Company’s fiscal year end is May 31. These financials statements should be read in conjunction with the financial statement included in the Company’s Annual Report filed with the SEC on form 10K for the fiscal year ended May 31, 2011. In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair presentation, have been included. Operating results for the six months ended November 31, 2011 are not necessarily indicative of the results that may be expected for the year ending May 31, 2012.

Principles of Consolidation

These interim consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Ecoland International, Inc. and Guano Distributors, Ltd. All intercompany balances and transactions have been eliminated in consolidation.

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 November 30, 2011. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash and payables. 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.

 

Foreign Currency Adjustment

 

The financial position and results of operations of the Company’s foreign subsidiary, Guano Distributors, Inc., is measured using the foreign subsidiary’s local currency, which is South Africa Rand (ZAR) as the functional currency.  Revenues and expenses of the subsidiary have been translated into U.S. dollars at average exchange rates prevailing during the period.  Assets and liabilities have been translated at the rates of exchange on the balance sheet date.  The resulting translation gain and loss adjustments are recorded as a separate component of stockholders’ equity, unless there is a sale or complete liquidation of the underlying foreign investments. 

 

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.

 

Inventory

Inventories consist of raw materials, packaging supplies and finished goods and are valued at the lower of cost (first-in, first-out (FIFO) method) or market

Net Income Per Share

 

FASB ASC 260, “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.

 

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.

 

Net Income Per Share – Continued

 

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.

 

Concentrations

 

For the three month period ended November 30, 2011 one customer accounted for 100% of sales.  As of November 30, 2011, one customer accounted for 100% of the accounts receivable balance.

 

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.

 

Recently Issued Accounting Pronouncements

 

The Company has evaluated the recent accounting pronouncements through ASU 2011-09 and believes that none of them will have a material financial impact on the Company’s financial statements.

 

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.

 

At November 30, 2011, the Company has accumulated losses of $1,048,776 since its inception and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern.

 

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 relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from the outcome.

 

NOTE 3 - NOTES PAYABLE

 

At November 30, 2011 the Company had notes payable and accrued interest totaling $250,622. Included in this amount are four separate unsecured notes payable to unrelated entities totaling $150,327. The notes are due on demand and accrue interest at a rate of 8.0% per annum. Also included under our wholly owned subsidiary are notes payables due to four unrelated entities totaling $100,295. The notes are unsecured, due on demand and accrue interest at a rate of 10.5% per annum. Interest expense for the six months ended November 30, 2011was $11,922 and for the three months ended November 30, 2011 was $6,251 . The interest expense for six months ended November 30, 2010 was $12,718 and for the three month period ended November 30, 2010 was $6,711.

 

NOTE 4 - NOTES PAYABLE - RELATED PARTIES

 

At November 30, 2011, the Company had unsecured notes payable and accrued interest of $359,477. These notes are payable to the officer and director of the Company. Each note is due on demand and accrues interest at a rate ranging from 8.0% to 10.5% per annum. Interest expense for the six months ended November 30, 2011 was $13,654 and for the three month period was $7,345. The interest expense for the six months ended November 31, 2010 was $8,226 and for the three month period $4,429. Accrued expenses relating to Directors Compensation are included in the balances of the notes payable – related parties and these unpaid expenses are subject to interest charges ranging from 8.0% - 10.5% per annum as applicable for each note payable.

 

NOTE 5 – STOCKHOLDERS’ DEFICIT

As of November 30, 2011, the Company’s capital structure consisted of common shares and Series A and B preferred shares.

There were 500,000,000 common shares authorized with a par value of $0.001 and 88,650,000 shares outstanding as of November 30, 2011 and May 31, 2011.

On July 27, 2010, the Company created 100 Series A preferred shares with a par value of $0.001. No Series A shares were issued during the period. Each share of Series A Preferred Stock is convertible on a one-for-one basis into common stock and has all of the voting rights that the holders of our common stock have.  In addition, the holders of a majority of the shares of Series A Preferred Stock represented at a duly called special or annual meeting of such shareholders or by an action by written consent for that purpose shall be entitled to elect three (3) directors (the “Series A Directors”).  

 

The holders of the Series A Preferred Stock may waive their rights to elect such three (3) directors at any time and assign such right to the board of directors to elect such directors; and the holders of a majority of the shares of common stock represented at a duly called special or annual meeting of such shareholders or by an action by written consent for that purpose shall be entitled to elect two (2) directors. As of November 30, 2011, there were no outstanding Series A preferred shares.

 

 

 

 

NOTE 5 – STOCKHOLDERS’ DEFICIT - CONTINUED

 

On July 27, 2010, the Company created 1,000,000 Series B preferred shares with a par value of $0.001. No Series B shares were issued during the period. The Series B Preferred Stock shall vote or act by written consent together with the common stock and not as a separate class.  Each share of Series B Preferred Stock shall have that number of votes equal to five thousand (5,000) shares of common stock at any special or annual meeting of the stockholders of the Company, and in any act by written consent in lieu of any special or annual meeting of the stockholders of the Company.  In the case the Company shall at any time subdivide (by any share split, share dividend or otherwise) its outstanding shares of common stock into a greater number of shares, the number of shares of common stock of which are equal in voting power to each share of Series B Preferred Stock, as in effect immediately prior to such subdivision, shall be proportionately increased and, conversely, in case the outstanding common stock shall be combined into a smaller number of shares, the number of shares of common stock of which are equal in voting power to each share of Series B Preferred Stock, as in effect immediately prior to such combination, shall be proportionately reduced. As of November 30, 2011, there were no outstanding Series B preferred shares.

 

On July 12, 2010, the Company entered into subscription agreements with two unrelated entities to purchase shares of the Company’s common stock at $0.01 per share. The Company has issued a total of 10,000,000 shares for total proceeds of $100,000 as of May 31, 2011 $30,000 of which were recorded as stock receivable. During the period ended November 31, 2011, the Company received $30,000.

 

NOTE 6 – SUBSEQUENT EVENTS

 

The Company filed an 8K on November 17, 2011 indicating 3 shareholders were selling their shares to D&R Technology, Incorporated. The sale amounted to 59,000,000 shares of common stock and would result in a change of control of the Company. As of January 10, 2012, the agreement is in default and has not been finalised.

 

The intention of the 3 shareholders is to transfer control of the Company to D&R Technology, Incorporated.

 

 

 

 

 

 

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 Company filed an 8K on November 17, 2011 indicating 3 shareholders were selling their shares to D&R Technology Incorporated. The sale amounted to 59,000,000 shares of common stock and would result in a change of control of the Company. As of January 10, 2012, the agreement is in default and has not been finalised.

 

The intention of the 3 shareholders is to transfer control of the Company to D&R Technology, Incorporated.

 

The discussion and financial statements contained herein are for the three and six months ended November 30, 2011 with the three and six months ended November 30, 2010. The following discussion should be read in conjunction with our financial statements and the notes thereto included herewith.

 

Three Months Period Ended November 30, 2011 as Compared to Three Months Ended November 30, 2010.

 

Results of Operations

 

Net Revenue

 

During the three months ended November 30, 2011 the Company generated $336 in sales revenues, as compared to $11,786 for the three-month period ended November 30, 2010.  Net revenues continue to fluctuate as Ecoland seeks to establish a customer base that can provide suitable volumes of business.  

 

Cost of Sales

 

Cost of sales for the period three-month period ended November 30, 2011 was $200, compared to $6,427 for the three-month period ended November 30, 2010.

 

Gross Profit

 

The gross profit for the three-month period ended November 30, 2011 was $136, compared to $5,359 for the three-month period ended November 30, 2010. 

 

General, Administrative and Selling Expenses

 

We incurred general and administrative costs of $36,576 for the three-month period ended November 30, 2011 as compared to $38,443 for the three-month period ended November 30, 2010.  General and administrative expenses in the current period are marginally lower on the same quarter last year.

 

Net Income (Loss)

 

We had a loss before taxes of $50,036 for the three month period ended November 30, 2011, as compared to a loss before taxes of $44,224 for the three month period ended November 30, 2010.  The loss before taxes in the period ending November 30, 2011 was impacted by an interest expense of $13,596 compared to $11,140 for the three-month period ended November 30, 2010. The interest expense has increased in line with the increased borrowings of the Company.

 

Basic and Diluted Income (Loss) Per Share

 

Our basic and diluted income (loss) per share for the three month period ended November 30, 2011 was $(0.00), compared a loss per share of ($0.00) during the corresponding period ended November 30, 2010.

 

Six Months Period Ended November 30, 2011 as Compared to Six Months Ended November 30, 2010.

 

Results of Operations

 

Net Revenue

 

During the six months ended November 30, 2011, we generated $3,712 in sales revenues, as compared to $11,786 for the six-month period ended November 30, 2010.  Net revenues continue to fluctuate as Ecoland seeks to establish a customer base that can provide suitable volumes of business.  

 

Cost of Sales

 

Cost of sales for the period six month period ended November 30, 2011 was $2,256, compared to $6,427 for the six month period ended November 30, 2010.  

 

Gross Profit

 

The gross profit for the six-month period ended November 30, 2011, was $1,456, compared to $5,359 for the six-month period ended November 30, 2010.  

 

General, Administrative and Selling Expenses

 

We incurred general and administrative costs of $73,646 for the six-month period ended November 30, 2011 as compared to $88,412 for the six-month period ended November 30, 2010.  General and administrative expenses are lower in the comparative six month period through lower professional fees incurred in having the company listed on the OTC BB.

 

Net Income (Loss)

 

We had a loss before taxes of $97,766 for the six month period ended November 30, 2011, as compared to a loss before taxes of $103,997 for the six month period ended November 30, 2010.  The loss before taxes in the period ending November 30, 2011 was impacted by an interest expense of $25,576 compared to $20,944 for the six-month period ended November 30, 2010 reflecting a higher level of borrowings.

 

 

 

 

Basic and Diluted Income (Loss) Per Share

 

Our basic and diluted income (loss) per share for the six month period ended November 30, 2011 was $(0.00), compared a loss per share of ($0.00) during the corresponding period ended November 30, 2010.

 

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, 2011.  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 $636,673 in current liabilities.  Additionally, we estimate that we will need approximately $1,000,000 to expand operations through the end of the fiscal years 2011/12.  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 November 30, 2011.

 

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.

 

We maintain a system of disclosure controls and procedures that are designed to provide reasonable assurance that information, which is required to be timely disclosed, is accumulated and communicated to management in a timely fashion. In designing and evaluating such controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Our management is necessarily required to use judgment in evaluating controls and procedures.

 

In the ordinary course of business, we review our system of internal control over financial reporting and make changes to our systems and processes to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems and automating manual processes.

 

An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures was performed as of the end of the period covered by this report. This evaluation was performed under the supervision of our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.

 

 

 

 

PART II

Other Information

 

Item 1.

Legal Proceedings.

 

None.

 

Item 1A.

Risk Factors.

 

There has been no material change to the risk factors since the year end May 31, 2011 and filed with the 10-K for that period.

 

The Company filed an 8K on November 27, 2011 indicating the sale of 59,000,000 shares of issued common stock by 3 shareholders to D&R Technology, Incorporated. The transaction had not been completed as of November 30, 2011 and is anticipated to be completed during the third quarter ending February 28, 2012.

 

The Company appointed 2 new directors on November 17, 2011. Messrs. Berardino Paolucci and Drasko Karanovic.

 

 

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.

 

None.

 

Item 6.

Exhibits.

 

Exhibit No.		Identification of Exhibit
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: January 14, 2011
	By	/s/ David Wallace
		David Wallace, Chief Executive Officer
	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		January 12 2011