Ecolivegreen Corp - FORM S-1

Attached files

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EXCEL - IDEA: XBRL DOCUMENT - Ecolivegreen Corp	Financial_Report.xls
EX-23 - CONSENT OF INDEPENDENT AUDITOR - Ecolivegreen Corp	ex_23-1.txt

Registration No. __________

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ECOLIVEGREEN CORP.
------------------
(Exact name of registrant as specified in its charter)

Florida
-------
(State or other jurisdiction of incorporation or organization)

3640
----
(Primary Standard Industrial Classification Code Number)

26-3941151
----------
(I.R.S. Employer Identification Number)

7076 Spyglass Avenue, Parkland, FL 33076
(954) 599-3672
----------------------------------------
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)

As soon as practicable after the effective date of this registration statement
------------------------------------------------------------------------------
(Approximate date of commencement of proposed sale to the public)

Steve Adelstein, Registered Agent
7076 Spyglass Avenue, Parkland, FL 33076
(954) 599-3672
----------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

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

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, 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 [ ] Smaller reporting Company [X]
(Do not check if a smaller reporting Company)

CALCULATION OF REGISTRATION FEE

Title of Each Proposed Proposed
Class of Amount Maximum Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered Per Unit(1) Offering Price Fee(2)
------------- ---------- -------------- -------------- --------------

Common Stock 4,000,000 $0.125 $500,000 $57.30

(1) The offering price has been arbitrarily determined by the Company and bears
no relationship to assets, earnings, or any other valuation criteria. No
assurance can be given that the shares offered hereby will have a market value
or that they may be sold at this, or at any price.

(2) Estimated solely for the purpose of calculating the registration fee based
on Rule 457 (o).

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

- ii -

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

ECOLIVEGREEN CORP.

4,000,000 SHARES OF COMMON STOCK

PRIOR TO THIS OFFERING, THERE HAS BEEN NO PUBLIC TRADING MARKET FOR THE COMMON
STOCK OF ECOLIVEGREEN CORP. ("EcoLiveGreen"). ECOLIVEGREEN CORP. IS REGISTERING
UP TO 4,000,000 SHARES OF COMMON STOCK AT AN OFFERING PRICE OF $0.125. THE
MAXIMUM AMOUNT TO BE RAISED IS $500,000 THERE WILL BE NO UNDERWRITING OR
BROKER/DEALERS INVOLVED IN THE TRANSACTION AND THERE WILL BE NO COMMISSIONS PAID
TO ANY INDIVIDUALS FROM THE PROCEEDS OF THIS SALE. THE SHARES ARE BEING OFFERED
BY ECOLIVEGREEN CORP. THROUGH OUR OFFICERS AND DIRECTORS. WE ARE SELLING THE
SHARES ON A "BEST EFFORTS, NO MINIMUM" BASIS. THERE WILL BE NO MINIMUM AMOUNT OF
SHARES SOLD AND `ECOLIVEGREEN CORP.' WILL NOT CREATE AN ESCROW ACCOUNT INTO
WHICH THE PROCEEDS FROM ANY SHARES WILL BE PLACED. THE PROCEEDS FROM ALL SHARES
SOLD BY ECOLIVEGREEN CORP. WILL BE PLACED INTO THE CORPORATE ACCOUNT AND SUCH
FUNDS SHALL BE NON-REFUNDABLE TO SUBSCRIBERS, EXCEPT AS MAY BE REQUIRED BY
APPLICABLE LAWS.' ECOLIVEGREEN CORP.' WILL PAY ALL EXPENSES INCURRED IN THIS
OFFERING.

Our common stock is presently not traded on any market or securities exchange.
The offering price may not reflect the market price of our shares after the
offering.

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES ONLY
IF YOU CAN AFFORD A COMPLETE LOSS. SEE "RISK FACTORS" BEGINNING ON PAGE 5.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

SHARES OFFERED SELLING AGENT PROCEEDS TO
BY COMPANY PRICE TO PUBLIC COMMISSIONS THE COMPANY
------------------------ --------------- -------------- --------------
Per Share $0.125 Not applicable $0.125
Total (4,000,000 shares) $500,000 Not applicable $500,000

The shares are intended to be sold by the executive officers of the Company, who
will receive no commissions or other remuneration directly or indirectly related
to the sale thereof.

Proceeds to the company do not include offering costs, including filing fees,
printing costs, legal fees, accounting fees, and transfer agent fees estimated
at $5,000. EcoLiveGreen will pay these expenses.

Since there is no minimum number of shares that may or must be sold by the
company, we may receive no, or very minimal, proceeds from the offering.

This prospectus shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of these securities in any State in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such State.

PLEASE READ THIS PROSPECTUS CAREFULLY.

This Prospectus is dated _________________

SUMMARY OF OUR OFFERING

EcoLiveGreen has 14,377,500 shares of common stock issued and outstanding and is
registering an additional 4,000,000 shares of common stock for offering to the
public. The company may endeavor to sell all 4,000,000 shares of common stock
after this registration becomes effective. The price at which the company offers
these shares at $0.125 per share for the duration of the offering may change
once the shares are quoted on an Exchange. There is no arrangement to address
the possible effect of the offering on the price of the stock. EcoLiveGreen will
receive all proceeds from the sale of the common stock.

4,000,000 SHARES OF COMMON STOCK ARE OFFERED BY THE COMPANY.
------------------------------------------------------------

Offering price per share by the A price, if and when the company sells
company the shares of common stock is set at
$0.125.

Number of shares outstanding before 14,377,500 common shares are currently
the offering of common shares issued and outstanding.

Number of shares outstanding after 18,377,500 common shares will be issued
the offering of common shares and outstanding after this offering is
completed assuming that all of the
shares being offered are sold.

The minimum number of shares to be None.
sold in this offering

Market for the common shares There is no public market for the common
shares. The price per share is $0.125.
In addition, the offering price for the
shares will remain $0.125 per share
until such time the shares are quoted on
an exchange or in the over-the-counter
markets, including on the Bulletin Board
The company may sell at prevailing
market prices only after the shares are
quoted on either the OTC markets or an
exchange.

EcoLiveGreen may not be able to meet the
requirement for a public listing or
quotation of its common stock. Further,
even if EcoLiveGreen common stock is
quoted or granted listing, a market for
the common shares may not develop. If a
market develops, the price of the shares
in the market may not be greater than or
equal to the price in this offering.

Use of proceeds The company intends to use the proceeds
from this offering to develop and
complete the business and marketing
plan, and for other general corporate
and working capital purposes. The
expenses of this offering, including the
preparation of this prospectus and the
filing of this registration statement,
estimated at $5,000 are being paid for
by EcoLiveGreen.

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Termination of the offering The offering will conclude when all
4,000,000 shares of common stock have
been sold, or 90 days after this
registration statement becomes effective
with the Securities and Exchange
Commission, whichever occurs first.
EcoLiveGreen may at its discretion
extend the offering for an additional
180 days.

Terms The company will determine when and how
it will sell the common stock offered in
this prospectus.

You should rely only upon the information contained in this prospectus.
EcoLiveGreen has not authorized anyone to provide you with information different
from that which is contained in this prospectus. The selling security holder is
offering to sell shares of common stock and seeking offers to buy shares of
common stock only in jurisdictions where offers and sales are permitted. The
information contained in this prospectus is accurate only as of the date of this
prospectus, regardless of the time of delivery of this prospectus, or of any
sale of the common stock.

This summary provides an overview of selected information contained in this
prospectus. It does not contain all the information that you should consider
before making a decision to purchase the shares offered by the selling security
holders. You should very carefully and thoroughly read the more detailed
information in this prospectus and review our financial statements.

SUMMARY INFORMATION ABOUT ECOLIVEGREEN CORP.

ECOLIVEGREEN CORP.("EcoLiveGreen") is a development stage company, incorporated
in the State of Florida on November 5, 2008, to acquire, develop and market
environmentally efficient products. We currently own five (5) patents that were
granted by the United States Patent and Trademark Office which claim rights (a)
to a commercial lighting technology which is energy efficient in the drop
ceiling area of light-emitting diode (LED) lighting and (b) in the wastewater
management industry, all as summarized below. We have also filed applications
for one (1) additional patent with the USPTO in the area of hybrid reverberation
technology.

In accordance with the company's business plan, once the technologies have been
patent protected, the company plans to develop the science and prove out the
technologies in order to develop products for sale to third parties.
Accordingly, we have two (2) primary areas of technology where the patents have
been issued as follows:

Commercial Lighting Technology
------------------------------

Our commercial lighting technology is designed to be installed in the building
industry to replace conventional drop ceiling troffers and to replace the
fluorescent bulbs used in the existing and conventional troffers. The primary
advantages of our drop ceiling troffer replacements are the following:

o Easy Installation

o No required Licensed Technician for installation as they are lightweight
and are simply placed into the drop ceiling where a ceiling tile is
normally installed.

o Actual connection via a low-voltage connector

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o Anticipated to have a life in access of three times (3x) longer than
conventional fluorescent lamps.

o Lamps are dimmable in two (2) ways, 1) automatically dim when ambient
light is bright, 2) can be manually dimmed also.

The lamps to be utilized in our troffer systems are color-adjustable, with
factory models being adjustable between standard fluorescent light and
soft-white (similar to incandescent). The lumen output potential of either the
two by two (2x2) foot or two by four (2x4) foot models is equivalent to standard
drop-ceiling troffers containing three (3) four (4) foot model T8 bulbs. The
current designs of our products contain proprietary fluorescent technology, and
future models are anticipated to use light-emitting diode (LED) technology to
achieve the same features. Additionally, another related product being developed
is a replacement bulb for use in existing troffers, requiring no ballast change
and containing the same basic technologies as the drop ceiling lamp. This
single-bulb version has the lumen output of a single fluorescent light bulb.

We have filed four (4) patent applications with the United States Patent and
Trademark Office (USPTO) and currently two (2) patents have been issued and two
(2) patents are still pending. These patents (both issued and pending) are of
engineering design whereby the fluorescents have a longer life without gaseous
matter whereby the ecological advantage could and should be realized.

Wastewater Concentrator Technology
----------------------------------

Our Sanitary Wastewater Concentrator technology is designed to be used in the
wastewater management industry for the removal of built up sludge within the
piping system. It is the norm for municipalities and other urban developments to
collect the generated sanitary wastewater from homes, schools, hospitals,
restaurants, hotels and other commercial establishments through its defined
wastewater systems. The wastewater is transported in the collection system of
underground pipes which flow by gravity or by a pressurized pumping process to a
centralized (regional) treatment facility for purification and final disposal of
the water and solids generated.

The wastewater collection system, can in some instances, become hydraulically
overloaded due to urban sprawl. Alternatively, the rate of flow can exceed the
capacity of the sewer main piping which causes flow and capacity concerns. To
best solve this problem it may be necessary to lay a parallel pipeline and
increase the hydraulic pressure on the system to increase the force of
wastewater through the existing pipe at the additional cost, including but not
limited to, laying of the pipeline, disruption or limitation of normal services,
energy and safety issues.

Our invention claims a system constructed of a group of components located at a
strategic position along the pipeline of the sewage collection system positioned
upstream of the regional treatment facility based on the sewer main calculated
at the excessive hydraulic loading point.

The collected array of components forms a system for separating a portion of the
solids from a portion of the wastewater. The concentrated solids are
reintroduced into the collection system for transport to the treatment plant;
the separated and purified water can then be reused locally for land irrigation
or industrial applications. Our inventive system is equipped with controls to
adjust for variations in the daily or seasonal hydraulic loading of the piping
system.

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DESCRIPTION OF PROPERTY

The company does not own any real estate or other real properties. The company's
office is located at 7076 Spyglass Avenue, Parkland, FL 33076 and our telephone
number is 954-599-3672. Our Domain Name is www.ecolivegreen.com. The information
on our website is not incorporated into or made a part of this prospectus. The
business office is provided at no charge to the company by Steven Adelstein who
is a consultant, shareholder and related party.

SUMMARY OF OUR FINANCIAL INFORMATION

As of
Balance Sheet December 31, 2011
------------------ ------------------
Total Assets ......... $ 7,862
Total Liabilities .... $ 4,693
Total Deficit ........ $ (229,856)

For the Year ended
Operating Data December 31, 2011
------------------ ------------------
Revenue .............. Nil
Net Loss ............. $ (70,578)
Net Loss Per Share ... $ (.005)

We have not generated any revenues to date and our activities have been limited
to developing our business plan. We will not have the necessary capital to
develop or execute our business plan until we are able to secure financing.
There can be no assurance that such financing will be available on suitable
terms.

There is $1,000 cash on hand in our corporate bank account. EcoLiveGreen had
accounts payable and liabilities of $4,693 as of, December 31, 2011. In
addition, EcoLiveGreen anticipates that the costs associated with this offering
will be approximately $5,000. As of the date of this prospectus, we have not
generated or realized any revenues from our business operations. The following
financial operation summarizes the more complete historical financial
information as indicated on the audited financial statements we have filed with
this prospectus.

EcoLiveGreen has had no revenues to date and for this and other reasons our
auditors have expressed substantial doubt as to whether we can continue as an
going concern.

RISK FACTORS

The Company considers the following to be the material risks for an investor.
EcoLiveGreen, Corp. should be viewed as a high-risk investment and speculative
in nature. AN INVESTMENT IN OUR COMMON STOCK MAY RESULT IN A COMPLETE LOSS OF
THE INVESTED AMOUNT.

If any of the following risks actually occur, our business, financial condition
and results of operations could be harmed. The trading price of our common stock
could decline due to any of these risks, and you may lose all or part of your
investment. ECOLIVEGREEN CORP. SHOULD BE VIEWED AS A HIGH-RISK INVESTMENT AND
SPECULATIVE IN NATURE. An investment in our common stock may result in a
complete loss of the invested amount. Please consider the following risk factors
before deciding to invest in our common stock.

- 5 -

THERE IS SUBSTANTIAL UNCERTAINTY ABOUT THE ABILITY OF ECOLIVEGREEN, CORP. TO
CONTINUE ITS OPERATIONS AS A GOING CONCERN - AUDITOR'S GOING CONCERN.

In their audit report for the period ended December 31, 2011; our auditors have
expressed an opinion that substantial doubt exists as to whether we can continue
as an ongoing business. Because our officers may be unwilling or unable to loan
or advance any additional capital to EcoLiveGreen, Corp. we believe that if we
do not raise additional capital, we may be required to suspend or cease the
implementation of our business plans. As such we may have to cease operations.
Because the Company has been issued an opinion by its auditors that substantial
doubt exists as to whether it can continue as a going concern it may be more
difficult to attract investors, borrow funds or raise additional capital.

THERE IS NO GUARANTEE THAT PRODUCTS WILL BE DEVELOPED TO GENERATE REVENUES AS A
RESULT OF PATENT ISSUANCES.

Although the company has been issued certain patents, actual products that
generate revenues are not assured until such time as the science and technology
is proven and products are developed that result in commercial acceptance to
generate revenues for the company. There are no guarantees or assurances that
revenues will result.

SINCE ECOLIVEGREEN, CORP. ANTICIPATES OPERATING EXPENSES WILL INCREASE PRIOR
GENERATING SIGNIFICANT REVENUES, IT MAY NEVER ACHIEVE PROFITABILITY - RISKS
RELATED TO OUR FINANCIAL CONDITION.

The Company anticipates an increase in its operating expenses, without realizing
any revenues from the sale of its products.

There is no history upon which to base any assumption as to the likelihood that
the Company will prove successful. We cannot provide investors with any
assurance that our products will attract customers; generate any operating
revenue or ever achieve profitable operations. If we are unable to address these
risks, there is a high probability that our business can fail, which will result
in the loss of your entire investment.

SHOULD OUR OFFICERS AND DIRECTORS LEAVE THE COMPANY, WE MAY BE UNABLE TO
CONTINUE OUR OPERATIONS.

The company is entirely dependent on the efforts and abilities of its officers
and directors. The loss of our officers and directors could have a material
adverse effect on the business and its prospects. The company believes that all
commercially reasonable efforts have been made to minimize the risks attendant
the departure from service of our current sole officers and directors. However,
replacement personnel may be unavailable to us. Moreover, even if available,
replacement personnel may not enable the company to operate profitably.

All decisions regarding the management of the company's affairs will be made
exclusively by its officers and directors. Purchasers of the offered shares may
not participate in the management of the company and, therefore, are dependent
upon the management abilities of the company's officers and directors. The only
assurance that the shareholders of the company (including purchasers of the
offered shares) have that the company's officers and directors will not abuse
her discretion in making decisions, with respect to its affairs and other
business decisions, is their fiduciary obligations and business integrity.

Accordingly, no person should purchase offered shares unless that person is
willing to entrust all aspects of management to the company's sole officers and
directors, or their successors. Potential purchasers of the offered shares must
carefully evaluate the personal experience and business performance of the
company's management.

- 6 -

The company's management may retain independent contractors to provide services
to the company. Those contractors have no fiduciary duty to the shareholders of
the company and may not perform as expected. The company does not maintain key
person life insurance on its officers and directors.

OUR BUSINESS WILL FAIL IF WE DO NOT OBTAIN ADEQUATE FINANCING, RESULTING IN THE
COMPLETE LOSS OF YOUR INVESTMENT.

If we are not successful in earning revenue once we have started our sale
activities, we may require additional financing to sustain our business
operations. Currently, we do not have any arrangements for financing and can
provide no assurances to investors that we will be able to obtain any when
required. Obtaining additional financing would be subject to a number of
factors, including the Company's sales results. These factors may have an effect
on the timing, amount, terms or conditions of additional financing and make such
additional financing unavailable to us. See "Description of Business."

No assurance can be given that the Company will obtain access to capital markets
in the future or that adequate financing to satisfy the cash requirements of
implementing our business strategies will be available on acceptable terms. The
inability of the Company to gain access to capital markets or obtain acceptable
financing could have a material adverse effect upon the results of its
operations and its financial conditions.

AS OUR OFFICERS AND DIRECTORS HAVE OTHER OUTSIDE BUSINESS ACTIVITIES, THEY MAY
BE UNABLE TO DEVOTE A MAJORITY OF THEIR TIME TO THE COMPANY. AS A RESULT, THERE
MAY BE PERIODIC INTERRUPTIONS IN OUR OPERATIONS AND OUR BUSINESS COULD FAIL.

Our officers and directors have other outside business activities and are
devoting only approximately 10-15 hours per week to our operations. Our
operations may be sporadic and occur at times which are not convenient, which
may result in periodic interruptions or suspensions of our business plan. If the
demands of the company's business require the full time of our executive
officer, they are prepared to adjust their timetable in order to devote more
time to conducting our business operations. However, they may be unable to
devote sufficient time to the management of the company's business, which may
result in periodic interruptions in the implementation of the company's business
plans and operations. Such delays could have a significant negative effect on
the success of our business. Given the early stage of development of our company
and our need to develop, commercialize and market products incorporating our
technology, greater time devotion by our officers and directors might accelerate
our development and revenue production.

The company is entirely dependent on the efforts and abilities of its officers
and directors. The loss of our officers and directors could have a material
adverse effect on the business and its prospects. The company believes that all
commercially reasonable efforts have been made to minimize the risks attendant
the departure from service of our current officers and directors. However,
replacement personnel may be unavailable to us. Moreover, even if available,
replacement personnel may not enable the company to operate profitably.

All decisions regarding the management of the company's affairs will be made
exclusively by its officers and directors. Purchasers of the offered shares may
not participate in the management of the company and, therefore, are dependent
upon the management abilities of the company's officers and directors. The only
assurance that the shareholders of the company (including purchasers of the
offered shares) have that the company's officers and directors will not abuse
their discretion in making decisions, with respect to its affairs and other
business decisions, is their fiduciary obligations and business integrity.
Accordingly, no person should purchase offered shares unless that person is
willing to entrust all aspects of management to the company's officers and
directors, or their successors.

- 7 -

IF WE EXPAND OUR OPERATIONS AND FAIL TO MANAGE THE RESULTING GROWTH EFFECTIVELY,
OUR BUSINESS WILL BE HARMED.

Our plans including receiving approval of our pending patents may not occur. Our
growth strategy is subject to significant risks which you should carefully
consider before purchasing the shares we are offering.

Although we plan on researching our market carefully, we may be slow to achieve
profitability, or may not become profitable at all, which will result in losses.
There can be no assurance that we will succeed.

ECOLIVEGREEN CORP. EXPECTS TO APPLY FOR QUOTATION ON AN EXCHANGE AND/OR THE OTC
BULLETIN BOARD (OTCBB), WE MAY NOT BE APPROVED, AND EVEN IF APPROVED, WE MAY NOT
BE APPROVED FOR TRADING ON THE OTCBB; THEREFORE SHAREHOLDERS MAY NOT HAVE A
MARKET TO SELL THEIR SHARES, EITHER IN THE NEAR TERM OR IN THE LONG TERM, OR
BOTH.

We expect to apply for a listing on an Exchange and/or the OTC Bulletin Board,
we may not be approved to trade on an Exchange and/or the OTCBB, and we may not
meet the requirements for listing on an Exchange and/or the OTCBB. If we do not
meet the requirements, our stock may then not be listed or traded and the market
for resale of our shares would decrease dramatically, if not be eliminated.

AS WE CURRENTLY HAVE NO MARKET FOR OUR SHARES, SHAREHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES. EVEN IF A MARKET SHOULD DEVELOP, THE PRICE MAY BE VOLATILE
AND SHAREHOLDERS MAY LOSE THEIR ENTIRE INVESTMENT.

Further, even if a market develops, our common stock will be subject to price
fluctuations and volatility.

The company cannot apply directly to be quoted on the OTC Bulletin Board.
Additionally, the stock can be listed or traded only to the extent that there is
interest by broker/dealers in acting as a market maker in the company's stock.
Despite the company's best efforts, the company may not be able to convince any
broker/dealers to act as market-makers and make quotations on the OTC Bulletin
Board. It is the company's intent to contact potential market makers for the OTC
Bulletin Board after it has completed its primary offering.

IN THE EVENT THAT THE COMPANY'S SHARES ARE TRADED, THEY MAY TRADE UNDER $5.00
PER SHARE AND THUS WILL BE A PENNY STOCK. TRADING IN PENNY STOCKS HAS MANY
RESTRICTIONS AND THESE RESTRICTIONS COULD SEVERELY AFFECT THE PRICE AND
LIQUIDITY OF THE COMPANY'S SHARES.

In the event our shares are traded, and our stock trades below $5.00 per share
our stock would be known as a "penny stock" which is subject to various
regulations involving disclosures to be given to you prior to purchase of any
penny stock. The U.S. Securities and Exchange Commission (the "SEC") has adopted
regulations which generally define a "penny stock" to be any equity security
that has a market price of less than $5.00 per share, subject to certain
exceptions. Depending on market fluctuations, our common stock could be
considered to be a "penny stock". A penny stock is subject to rules that impose
additional sales practice requirements on broker/dealers who sell the securities
to persons other than established customers and accredited investors.

- 8 -

For transactions covered by these rules, the broker-dealer must make a special
suitability determination for the purchase of these securities. In addition he
must receive the purchaser's written consent to the transaction prior to the
purchase. He must also provide certain written disclosures to the purchaser.
Consequently, the "penny stock" rules may restrict the ability of broker/dealers
to sell our securities, and may negatively affect the ability of holders of
shares of our common stock to resell them. These disclosures require you to
acknowledge you understand the risk associated with buying penny stocks and that
you can absorb the entire loss of your investment. Penny stocks are low priced
securities that do not have a very high trading volume. Consequently, the price
of the stock is oftentimes volatile and you may not be able to buy or sell the
stock when you want.

INVESTORS WILL PAY MORE FOR "ECOLIVEGREEN CORP." COMMON STOCK THAN THE PRO RATA
PORTION OF OUR ASSETS ARE WORTH; AS A RESULT INVESTING IN THE COMMON STOCK MAY
RESULT IN AN IMMEDIATE LOSS.

The offering price and other terms and conditions relative to the Company's
shares have been arbitrarily determined by the Company and do not bear any
relationship to assets, earnings, book value or any other objective criteria of
value. Additionally, as the Company was formed recently and has only a limited
operating history and no earnings, the price of the offered shares is not based
on its past earnings and no investment banker, appraiser or other independent
third party has been consulted concerning the offering price for the shares or
the fairness of the offering price used for the shares.

AS THE COMPANY HAS 500,000,000 AUTHORIZED COMMON SHARES AND 10,000,000 PREFERRED
SHARES AUTHORIZED, THE COMPANY'S MANAGEMENT COULD ISSUE ADDITIONAL SHARES
DILUTING THE COMPANY'S CURRENT SHAREHOLDERS' EQUITY.

The company has 500,000,000 authorized common shares of which only 14,377,500
are currently outstanding. The company's management could, without the consent
of the company's existing shareholders issue substantially more shares causing a
large dilution in our current shareholders' equity position. Additionally, large
share issuances by the company would generally have a negative impact on our
valuation and share price. It is possible that due to additional share issuance
you could lose a substantial amount or all of your investment.

AS OUR COMPANY'S OFFICERS AND DIRECTORS CURRENTLY OWN AND/OR CONTROL THE
MAJORITY OF THE OUTSTANDING COMMON STOCK, INVESTORS MAY FIND DECISIONS MADE BY
THE COMPANY'S OFFICERS AND DIRECTORS CONTRARY TO THEIR INTERESTS.

The company's officers and directors own and/or control the majority of our
current outstanding common stock. As a result, they will be able to decide who
will be directors and control the direction of the company. Our officers and
directors interests may differ from the interests of our other stockholders.
Factors that could cause his interests to differ from the interests of other
stockholders include the impact of corporate transactions on the timing of our
business operations and her ability to continue to manage the business, in terms
of the amount of time they are able to devote to the company.

IF WE FILE FOR BANKRUPTCY PROTECTION OR ARE FORCED INTO BANKRUPTCY PROTECTION,
INVESTORS WILL LOSE THEIR ENTIRE INVESTMENT.

If we file for bankruptcy protection, or a petition for involuntary bankruptcy
is filed by creditors against us, all funds will become part of the bankruptcy
estate and administered according to the bankruptcy laws. In this case, you will
lose your investment and your funds will be used to pay creditors. You may never
realize a return on your investment.

- 9 -

THERE IS NO ASSURANCE THAT A PURCHASER OF SHARES WILL REALIZE A RETURN ON HIS
INVESTMENT OR THAT HE WILL NOT LOSE HIS ENTIRE INVESTMENT IN THE COMPANY.

To date, the company has limited operations and no revenues. We have never
earned a profit or generated revenues and there can be no assurance that we will
ever achieve profitable operations. Our ability to implement our business plan
is dependent, among other things, on the completion and development of our
business plan. If we fail to raise any or a sufficient amount of money to
continue operations, we may fail as a business. Even if we raise sufficient
amount of funding, there can be no assurance that our business model will
succeed.

We are a development stage company formed November 5, 2008 with the purpose to
establish itself as a corporation engaged in the creation, development and
obtaining approval of patents in the environmentally safe marketing areas.
EcoLiveGreen may be unable to develop and execute its business plan and would
then be unable to generate revenues. There would be a substantial doubt, then,
about our ability to continue as a going concern.

We anticipate incurring losses during the period of time necessary to develop
our business plan and create the marketing plan. Additionally, there can be no
assurance that we will ever operate profitably, even if we execute our business
plan and raise additional funding for operations.

Because we are a newly formed development stage company, there is no corporate
operating history on which to evaluate our potential for success.

Additionally, we face many risks inherent in a start-up business, including
difficulties and delays frequently encountered in connection with the
commencement of operations, operational difficulties and our potential
underestimation of initial and ongoing costs.

Executing the business plan requires that we spend significant funds based
entirely on our preliminary evaluation of the potential of the market. It is
impossible to predict the success of our business before marketing starts. The
ability of the company to generate revenues will depend upon a variety of
unpredictable factors, including:

If we do not execute our business plan on schedule or within budget, our ability
to generate revenue may be diminished or delayed. Our ability to adhere to our
schedule and budget face many uncertainties.

WE WILL INCUR INCREASED COSTS AS A RESULT OF BEING A PUBLIC COMPANY.

As a public company, we incur significant legal, accounting and other expenses
that a private company does not incur. In addition, the Sarbanes-Oxley Act of
2002, as well as new rules subsequently implemented by the Securities and
Exchange Commission and stock exchanges has required changes in corporate
governance practices of public companies. We expect that these new rules and
regulations will increase our legal and financial compliance costs and will make
some activities more time-consuming and costly. For example, as a result of
becoming a public company, we may need to create additional board committees and
adopt additional policies regarding internal controls and disclosure controls
and procedures. We will incur additional costs associated with public company
reporting requirements and compliance with the Sarbanes-Oxley Act of 2002. We
also expect these new rules and regulations will make it more difficult and more
expensive for us to obtain directors' and officers' liability insurance. As a
result, our general and administrative expenses will likely increase and it may
be more difficult for us to attract and retain qualified persons to serve on our
board of directors or as executive officers.

- 10 -

We are currently evaluating and monitoring developments with respect to these
new rules, and we cannot predict or estimate the amount of additional costs we
may incur or the timing of such costs.

FORWARD-LOOKING STATEMENTS.

This prospectus contains certain forward-looking statements regarding
management's plans and objectives for future operations, including plans and
objectives relating to our planned entry into our service business. The
forward-looking statements and associated risks set forth in this prospectus
include or relate to, among other things, (a) our projected profitability, (b)
our growth strategies, (c) anticipated trends in our industry, (d) our ability
to obtain and retain sufficient capital for future operations, and (e) our
anticipated needs for working capital. These statements may be found under
"Management's Discussion and Analysis or Plan of Operation" and "Description of
Business," as well as elsewhere in this prospectus generally. Actual events or
results may differ materially from those discussed in these forward-looking
statements as a result of various factors, including, without limitation, the
risks outlined under "Risk Factors" and matters described in this prospectus
generally. In light of these risks and uncertainties, the forward-looking
statements contained in this prospectus may not in fact occur.

The forward-looking statements herein are based on current expectations that
involve a number of risks and uncertainties. Such forward-looking statements are
based on the assumptions that we will be able to continue our business
strategies on a timely basis, that we will attract customers, that there will be
no material adverse competitive or in the conditions under which our business
operates, that our sole officer and director will remain employed as such, and
that our forecasts accurately anticipate market demand. The foregoing
assumptions are based on judgments with respect to, among other things, future
economic, competitive and market conditions, and future business decisions, all
of which are difficult or impossible to predict accurately and many of which are
beyond our control. Accordingly, although we believe that the assumptions
underlying the forward-looking statements are reasonable, any such assumption
could prove to be inaccurate and therefore there can be no assurance that the
results contemplated in forward-looking statements will be realized. In
addition, as disclosed elsewhere in this "Risk Factors" section of this
prospectus, there are a number of other risks inherent in our business and
operations, which could cause our operating results to vary markedly and
adversely from prior results or the results contemplated by the forward-looking
statements. Increases in the cost of our services, or in our general or
administrative expenses, or the occurrence of extraordinary events, could cause
actual results to vary materially from the results contemplated by these
forward-looking statements.

Management decisions, including budgeting, are subjective in many respects and
subject to periodic revisions in order to reflect actual business conditions and
developments. The impact of such conditions and developments could lead us to
alter our marketing, capital investment or other expenditures and may adversely
affect the results of our operations. In light of the significant uncertainties
inherent in the forward-looking information included in this prospectus, the
inclusion of such information should not be regarded as a representation by us
or any other person that our objectives or plans will be achieved.

- 11 -

USE OF PROCEEDS

Our offering is being made on a self-underwritten basis: no minimum number of
shares must be sold in order for the offering to proceed. The offering price per
share is $0.125. The funds raised through this offering will be used to develop
and complete the business and marketing plan.

The net proceeds to us from the sale of up to 4,000,000 shares offered at a
public offering price of $0.125 per share will vary depending upon the total
number of shares sold. Regardless of the number of shares sold, we expect to
incur offering expenses estimated at approximately $5,000 for professional
services and other costs in connection with this offering. The table below shows
the intended net proceeds from this offering we expect to receive for scenarios
where we sell various amounts of the shares. Since we are making this offering
without any minimum requirement, there is no guarantee we will be successful at
selling any of the shares being offered in this prospectus. Accordingly, the
actual amount of proceeds we will raise in this offering, if any, may differ.

PERCENTAGE OF NET PROCEEDS RECEIVED:

40% 80% 100%
----------- ----------- -----------
Shares Sold ................. 1,600,000 3,200,000 4,000,000
Gross Proceeds .............. $ 200,000 $ 400,000 $ 500,000
Less Offering Expenses ...... (5,000) (5,000) (5,000)
----------- ----------- -----------
Net Offering Proceeds ....... $ 195,000 $ 395,000 $ 495,000
Testing of Technologies ..... $ 150,000 $ 300,000 $ 400,000
Working Capital ............. $ 45,000 $ 95,000 $ 95,000

Regardless of the amount of net proceeds we receive from this offering, the
funds raised through this offering will be used to develop and complete the
business and marketing plan. If all (100%) of the common shares are sold herein,
we plan to spend $35,000 in administrative and general expenses and $60,000 in
the development and marketing of our business plan.

If less than $100,000 net proceeds are obtained from this offering, the Company
will seek alternative financing through means such as borrowing from
institutions, related parties or private individuals. There can be no assurance
that such financing will be available on suitable terms to fund the Company's
cash requirements if needed.

DETERMINATION OF OFFERING PRICE

As there is no established public market for our shares, the offering price and
other terms and conditions relative to our shares have been arbitrarily
determined by ECOLIVEGREEN CORP. and do not bear any relationship to assets,
earnings, book value, or any other objective criteria of value. In addition, no
investment banker, appraiser, or other independent third party has been
consulted concerning the offering price for the shares or the fairness of the
offering price used for the shares.

The price of the current offering is calculated at $0.125 per share. This price
is significantly greater than the price paid by the company's officers and
directors for common equity since the company's inception on November 5, 2008.
The company's officers and directors paid $0.001 per share, a difference of
$0.124 per share lower than the share price in this offering. Additionally, the
company sold shares in an offering effective March 10, 2009 at a price of $0.03
per common share; a difference of $0.950 per share lower than the share price in
this offering.

- 12 -

DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES

Dilution represents the difference between the offering price and the net
tangible book value per share immediately after completion of this offering. Net
tangible book value is the amount that results from subtracting total
liabilities and intangible assets from total assets. Dilution arises mainly as a
result of our arbitrary determination of the offering price of the shares being
offered. Dilution of the value of the shares you purchase is also a result of
the lower book value of the shares held by our existing stockholders. The
following tables compare the differences of your investment in our shares with
the investment of our existing stockholders.

FINANCIAL POSITION OF THE COMPANY IF ALL SHARES ARE SOLD (1)
------------------------------------------------------------
Price per share ............................................... $ 0.125
Net tangible book value per share before offering ............. $ 0.0002
Potential gain to existing shareholders ....................... $ 0.0268
Net tangible book value per share after offering .............. $ 0.027
Increase to present stockholders in net tangible book value
per share after offering .................................... $ 0.0268
Capital contributions ......................................... $ 233,025
Number of shares outstanding before the offering .............. 14,377,500
Number of shares after offering held by existing stockholders . 18,377,500
Percentage of ownership after offering ........................ 78.2%

PURCHASERS OF SHARES IN THIS OFFERING IF ALL SHARES SOLD (1)
------------------------------------------------------------
Price per share ............................................... $ 0.125
Dilution per share ............................................ $ 0.0982
Capital contributions ......................................... $ 500,000
Percentage of capital contributions ........................... 68.2%
Number of shares after offering held by public investors ...... 4,830,000
Percentage of ownership after offering ........................ 26.3%

(1) Based on the net proceeds of $500,000 if all (100%) shares offered in
this offering are subscribed to.

THE OFFERING BY THE COMPANY

EcoLiveGreen is registering 4,000,000 shares of its common stock for offer and
sale.

There is currently no active trading market for our common stock, and such a
market may not develop or be sustained. We currently plan to have our common
stock listing on the Over-the-Counter markets, including the OTC Bulletin Board,
subject to the effectiveness of this Registration Statement and compliance with
the listing requirements of the Bulletin Board. In addition, a market maker will
be required to file a Form 211 with the Financial Industry Regulatory Authority
before the market maker will be able to make a market in our shares of common
stock, and more than one market maker will be necessary in order to sustain a
listing on the OTC Bulletin Board. At the date hereof, we are not aware that any
market maker has any such intention.

All of the shares registered herein will become tradable on the effective date
of this registration statement, provided that a market then exists for our
shares. The company will not offer the shares through a broker-dealer or anyone
affiliated with a broker-dealer.

NOTE: As of the date of this prospectus there are 14,377,500 shares outstanding
of which our officers and directors own 6,862,500 common shares, which are
subject to Rule 144 restrictions. There are currently eighty (80) shareholders
of our common stock.

- 13 -

The company is hereby registering 4,000,000 common shares. The price per share
is $0.125 and will remain so unless and until the shares are quoted on the
Over-The-Counter (OTC) markets, including the OTC Bulletin Board, or an
exchange.

In the event the company receives payment for the sale of their shares,
EcoLiveGreen will receive all of the proceeds from such sales. EcoLiveGreen is
bearing all expenses in connection with the registration of the shares of the
company.

PLAN OF DISTRIBUTION

We are offering the shares on a "self-underwritten" basis directly through our
officers and directors named herein, who will not receive any commissions or
other remuneration of any kind for selling shares in this offering, except for
the reimbursement of actual out-of-pocket expenses incurred in connection with
the sale of the common stock. The offering will conclude when all 4,000,000
shares of common stock have been sold, or 90 days after this registration
statement becomes effective with the Securities and Exchange Commission,
whichever occurs first. EcoLiveGreen may at its discretion extend the offering
for an additional 180 days.

This offering is a self-underwritten offering, which means that it does not
involve the participation of an underwriter to market, distribute or sell the
shares offered under this prospectus. We will sell shares on a continuous basis.
We reasonably expect the amount of securities registered pursuant to this
offering to be offered and sold within ninety (90) days from this initial
effective date of this registration.

In connection with their selling efforts in the offering, the officers and
director will not register as broker-dealers pursuant to Section 15 of the
Exchange Act, but rather will rely upon the "safe harbor" provisions of Rule
3a4-1 under the Exchange Act. Generally speaking, Rule 3a4-1 provides an
exemption from the broker-dealer registration requirements of the Exchange Act
for persons associated with an issuer that participate in an offering of the
issuer's securities. The officers and directors are not subject to any statutory
disqualification, as that term is defined in Section 3(a)(39) of the Exchange
Act. The officers and directors will not be compensated in connection with their
participation in the offering by the payment of commissions or other
remuneration based either directly or indirectly on transactions in our
securities. The officers and directors are not and have not been within the past
twelve (12) months, a broker or dealer, and are not and have not been within the
past twelve (12) months, an associated person of a broker or dealer. At the end
of the offering, the officers and directors will continue to primarily perform
substantial duties for us or on our behalf other than in connection with
transactions in securities. The officers and directors have not participated in
selling an offering of securities for any issuer more than once every 12 months
other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).

14,377,500 common shares are issued and outstanding as of the date of this
prospectus. The company is registering an additional 4,000,000 shares of its
common stock for sale at the price of $0.125 per share. There is no arrangement
to address the possible effect of the offerings on the price of the stock.

EcoLiveGreen will receive all proceeds from the sale of the shares by the
company. The price per share is $0.125 and will remain so unless and until the
shares are quoted on the Over-the-Counter markets, including the OTC Bulletin
Board or an exchange. However, EcoLiveGreen common stock may never be quoted on
the Over-the-Counter markets or listed on any exchange.

- 14 -

The company's shares may be sold to purchasers from time to time directly by,
and subject to the discretion of, the company. Further, the company will not
offer their shares for sale through underwriters, dealers, or agents or anyone
who may receive compensation in the form of underwriting discounts, concessions
or commissions from the company and/or the purchasers of the shares for whom
they may act as agents. The shares sold by the company may be sold occasionally
in one or more transactions, either at an offering price that is fixed or that
may vary from transaction to transaction depending upon the time of sale if the
company's shares are listed on an Exchange and/or the OTCBB.

The shares may not be offered or sold in certain jurisdictions unless they are
registered or otherwise comply with the applicable securities laws of such
jurisdictions by exemption, qualification or otherwise. We intend to sell the
shares only in the states in which this offering has been qualified or an
exemption from the registration requirements is available, and purchases of
shares may be made only in those states.

In addition and without limiting the foregoing, the company will be subject to
applicable provisions, rules and regulations under the Exchange Act with regard
to security transactions during the period of time when this Registration
Statement is effective.

EcoLiveGreen will pay all expenses incidental to the registration of the shares
(including registration pursuant to the securities laws of certain states).

LEGAL PROCEEDINGS

We are not a party to any material legal proceedings and to our knowledge; no
such proceedings are threatened or contemplated by any party.

BUSINESS

INTRODUCTION

ECOLIVEGREEN CORP. ("EcoLiveGreen") is a development stage company, incorporated
in the State of Florida on November 5, 2008, involved in the research and
development of energy-saving and environmentally-friendly products having our
initial products under development in the lighting, wastewater management and
digital music industries as follows:

ECOLIVEGREEN CORP. ("EcoLiveGreen") is a development stage company, incorporated
in the State of Florida on November 5, 2008, to acquire, develop and market
environmentally efficient products. We currently own five (5) patents which
claim a commercial lighting technology which is energy efficient in the drop
ceiling area of Light-emitting diode (LED) lighting and in the wastewater
management industry, as summarized below.

Commercial Lighting Technology
------------------------------

- 15 -

o Easy Installation

o No required Licensed Technician for installation as they are lightweight
and are simply placed into the drop ceiling where a ceiling tile is
normally installed.

o Actual connection via a low-voltage connector

o Anticipated to have a life in access of three times (3x) longer than
conventional fluorescent lamps.

o Lamps are dimmable in two (2) ways, 1) automatically dim when ambient
light is bright, 2) can be manually dimmed also.

The lamps in our troffer systems are color-adjustable, with factory models being
adjustable between standard fluorescent light and soft-white (similar to
incandescent). The lumen output potential of either the two by two (2x2) foot or
two by four (2x4) foot models is equivalent to standard drop-ceiling troffers
containing three (3) four (4) foot model T8 bulbs. Our products contain
proprietary fluorescent technology, and are anticipated to use light-emitting
diode (LED) technology to achieve the same features. Additionally, another
related product being developed is a replacement bulb for use in existing
troffers, requiring no ballast change and containing the same basic technologies
as the drop ceiling lamp. This single-bulb version has the lumen output of a
single fluorescent light bulb.

Patent Number Issue Date Title Status
------------- ---------- --------------------------------------- ------

7,745,769 6/29/10 System for Adjusting a Light Source for Granted
ambient illumination

7,919,937 3/16/11 System for Adjusting a Light Source for Granted
ambient illumination

We have filed four (4) patent applications with the United States Patent and
Trademark Office (USPTO) and currently two (2) patents have been issued and two
(2) patents are still pending.

These patents (both issued and pending) are of engineering design whereby the
fluorescents have a longer life without gaseous matter whereby the ecological
advantage could and should be realized.

Wastewater Concentrator Technology
----------------------------------

Sanitary Wastewater Concentrator technology is designed to be used in the
wastewater management industry for the removal of built up sludge within the
piping system. It is the norm for municipalities and other urban developments to
collect the generated sanitary wastewater from homes, schools, hospitals,
restaurants, hotels and other commercial establishments through its defined
wastewater systems. The wastewater is transported in the collection system of
underground pipes which flow by gravity or by a pressurized pumping process to a
centralized (regional) treatment facility for purification and final disposal of
the water and solids generated.

- 16 -

We have filed four (4) patent applications with the United States Patent and
Trademark Office (USPTO) and currently three (3) patents have been issued and
one (1) patent has been issued a Notice of Allowance. These patents are of
engineering design whereby the cleaning and removal of sludge within the waste
water piping system is more efficient than conventional methods at a
substantially reduced cost.

Patent Number Issue Date Title Status
------------- ---------- ------------------------------ ------

8,066,887 11/29/11 Wastewater Concentrator Granted

8,062,522 11/22/11 Wastewater Concentrator System Granted

8,101,078 1/24/12 Wastewater Concentrator Granted

Application 1/31/12 Wastewater Concentrator System Notice of
Number: Allowance
13/326,671 issued

Hybrid Reverberation Technology
-------------------------------

Our Miniature Hybrid Reverberation technology is designed to be used in the
recording industry for a more realistic and efficient system for the quality of
sound. Modern Reverberation in sound studios is accomplished using Digital
Signal Processing. Legacy Reverberation systems used large chamber rooms with
cement walls, large plates the size of a queen sized mattress, and springs for
less realistic lower cost reverb. In our modern world, there is always a great
demand for legacy systems since the sound can never be 100% duplicated by modern
Digital Signal Processing. However, these legacy systems are huge taking as much
real-estate as the sound room itself. To justify this problem, we have invented
a hybrid system using patent pending technology, miniaturizing the large chamber
room and large plates into a rack sized system.

We have filed our initial patent pending application number with the United
States Patent and Trademark Office (USPTO) and is pending through the process.
As with all patent pending applications, there are no assurances that a patent
will be granted and, if granted, the patent will result in economic realization.

- 17 -

Other Patent Applications
-------------------------

We have filed three (3) other patent applications with the United States Patent
Office and currently the patents are pending through the process. THERE ARE NO
ASSURANCES THAT THESE THREE (3) PENDING PATENTS WILL BE FINALIZED AND IF
FINALIZED, WILL BE ECONOMICALLY VIABLE FOR COMMERCIAL APPLICATIONS.

We have not generated any revenues to date and our activities have been limited
to developing the Business Plan. We will not have the necessary capital to
develop our Business Plan until we are able to secure financing. There can be no
assurance that such financing will be available on suitable terms. See
"Management's Discussion and Analysis Plan of Operations" and "Liquidity and
Capital Resources." We have no revenues, have achieved losses since inception,
have no operations, have been issued a going concern opinion and rely upon the
sale of our securities to funds operations.

THE FOLLOWING DESCRIPTION OF OUR BUSINESS IS INTENDED TO PROVIDE AN
UNDERSTANDING OF OUR COMPANY AND THE DIRECTION OF OUR STRATEGY.

STRATEGY AND SERVICE

We have focused on our initial technologies to develop products in the specific
area of fluorescent light bulbs and wastewater management to be environmentally
safe and efficient.

INTELLECTUAL PROPERTY

We have applied to the United States Patent and Trademark Office (USPTO) for
consideration of approval for our patent applications in the specific area of
fluorescent light bulbs, wastewater management and digital music. We have been
issued certain patents in the field of LED troffers and waste water management.
Although there are no assurances that these patents approved and/or pending will
become economically feasible for commercial applications, our initial business
plan is predicated on said approvals and obtaining other environmentally
efficient products. Therefore, until such time as we can accurately determine
the ultimate consequence of these patents, we will continue to develop other
areas in accordance with the business plan.

THE MARKET

There is no way to accurately estimate the overall market for environmentally
designed products if in fact the cost is more than the current products being
marketed. Our products have the potential of a longer life while maintaining the
qualities of environmentally safe and more efficient products that are currently
on the market. Until such time as our products are patented and scientifically
tested, we cannot accurately determine the economic acceptance for commercial
utilization.

MANAGEMENT

It is intended that our three (3) officers will provide all the labor for the
company initially and then hire either employees or use independent contractors
as sales growth demands. Our management team has been involved in the inventing
of our technologies and the coordination of the patent applications as required
through the process including product development for economic
commercialization.

The company on December 10, 2008 entered into a contract with an independent
contractor (Steven Adelstein) for past and future consulting services as it
pertains to the company going public, obtaining patents and other financial
matters including limited funding for an audited financial and legal
representation.

- 18 -

SALES AND MARKETING

We intend to hire independent contractors, manufacturers and licensees to market
our products once the technology and science has been proven to result economic
commercialization. We believe we can accomplish this in an economical and
effective manner once we obtain the approval of our products under the current
laws available.

COMPETITION

There are many competitors selling or anticipated to selling similar products as
being developed by us. In order to develop products that are commercially
acceptable, the company must test the technology and prove the concept. As
products are commercially developed, we believe the most effective way to be
successful against our competitors is a combination of quality products that are
environmentally safe and efficient combined with exceptional customer service.
Our experience tells us that there are many competitors selling similar products
as we envision to bring forth for commercial market presentation, but our
products will have qualities of environmentally safe efficiencies that our
customer service is anticipated to explain and educate the ultimate user of our
products. This type of service is typically lacking, but we feel will be
extraordinary received by the ultimate user of our products.

STAFFING

As of March 8, 2012, EcoLiveGreen has no permanent staff other than part time
utilization of our officers and directors. The officers and directors have the
flexibility to work on EcoLiveGreen between 5-10 hours per week. They are
prepared to devote more time to our operations as may be required. They are not
being paid at present.

EMPLOYEES AND EMPLOYMENT AGREEMENTS

At present, EcoLiveGreen has no employees other than its current officers and
directors, who have not been compensated. There are no employment agreements in
existence. The company presently does not have, pension, health, annuity,
insurance, stock options, profit sharing, or similar benefit plans; however, the
company may adopt plans in the future. There are presently no personal benefits
available to the company's directors.

During the initial implementation of our marketing strategy, the company intends
to hire independent consultants to develop and market our products through the
internet via our website rather than hire full time website development,
marketing and maintenance employees.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This section of the prospectus includes a number of forward-looking statements
that reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
"believe", "expect", "estimate", "anticipate", "intend", "project" and similar
expressions, or words which, by their nature, refer to future events. You should
not place undue certainty on these forward-looking statements, which apply only
as of the date of this prospectus. These forward-looking statements are subject
to certain risks and uncertainties that could cause actual results to differ
materially from historical results or our predictions.

ECOLIVEGREEN CORP. ("EcoLiveGreen") is a development stage company, incorporated
in the State of Florida on November 5, 2008, involved in the research and
development of energy-saving and environmentally-friendly products having patent
applications being submitted to the United States Patent and Trademark Office
for approvals. Once the approvals are obtained by the United States Patent and
Trademark Office, we will test the technology and science in developing
economically viable products.

- 19 -

We currently own five (5) patents approved which claim a new approach to
commercial lighting technology which is energy saving and environmentally
friendly and a wastewater concentrator system that has economic and
environmental efficiencies.

We have focused our initial efforts on applying for patents in the following two
(2) areas of commercial lighting and wastewater concentrator technologies as
further explained below:

Commercial Lighting Technology
------------------------------

Our commercial lighting technology, having light-emitting diode (LED) designed
in the drop ceiling troffer, contains the following features:

o Easy Installation

o No required Licensed Technician for installation as they are lightweight
and are simply placed into the drop ceiling where a ceiling tile is
normally installed.

o Actual connection via a low-voltage connector

o Anticipated to have a life in access of three times (3x) longer than
conventional fluorescent lamps.

o Lamps are dimmable in two (2) ways, 1) automatically dim when ambient
light is bright, 2) can be manually dimmed also.

The patent pending lamps are color-adjustable, with factory models being
adjustable between standard fluorescent light and soft-white (similar to
incandescent). The lumen output potential of either the 2x2 foot or 2x4 foot
models is equivalent to standard drop-ceiling troffers containing three (3)
4-foot T8 bulbs. The current patent pending product contains our proprietary
fluorescent technology, and future models are anticipated to use LED technology
to achieve the same features. Additionally, another related product being
developed is a replacement bulb for use in existing troffers, requiring no
ballast change and containing the same basic technologies as the drop ceiling
lamp. This single-bulb version has the lumen output of a single fluorescent
light bulb.

We have filed four (4) patent applications with the United States Patent Office
and currently two (2) patents have been approved and two (2) are pending. These
products are of engineering design whereby the fluorescents have a longer life
without gaseous matter whereby the ecological advantage could and should be
realized.

Wastewater Management Technology
--------------------------------

- 20 -

We have filed four (4) patent applications with the United States Patent Office
and currently three (3) patents have been approved and one (1) has been issued a
Notice of Allowance.

We have not yet generated or realized any revenues from business operations. Our
auditors have issued a going concern opinion. This means there is substantial
doubt that we can continue as an on-going business for the next twelve (12)
months unless we obtain additional capital to pay our bills. This is because we
have not generated any revenues and no revenues are anticipated until we begin
marketing our products to customers. Accordingly, we must raise cash from
sources other than revenues generated such as from the proceeds of loans we
undertake.

From inception to March 8, 2012, the company's business operations have
primarily been focused on developing our business plan and market research.

LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL

There is no historical financial information about us upon which to base an
evaluation of our performance. EcoLiveGreen was incorporated in the State of
Florida on November 5, 2008; we are a development stage company attempting to
enter into the ecologically-friendly environment market. We have not generated
any revenues from our operations. We cannot guarantee we will be successful in
our business operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including the financial risks
associated with the limited capital resources currently available to us for the
implementation of our business strategies. (See "Risk Factors"). To become
profitable and competitive, we must develop the business, marketing plan, and
execute the plans.

PLAN OF OPERATION

Over the 12 month period starting upon the effective date of this registration
statement, the company must raise capital in order to complete the Business and
Marketing Plan and to commence the execution.

Since inception (November 5, 2008) to December 31, 2011, EcoLiveGreen has spent
a total of $70 on start-up costs. The company has not generated any revenue from
business operations.

- 21 -

The company incurred expenditures of $45,250 for accounting services, the
preparation of audited financial statements and legal services. The company also
had expenditures of $29,348 for general administrative costs and $150,883 for
consulting services.

Since inception, the majority of the company's time has been spent refining its
business plan, applying for patents, research and development and raising
funding.

LIQUIDITY AND CAPITAL RESOURCES

As of the date of this registration statement, we have yet to generate any
revenues from our business operations. The following will summarize our equity
transactions:

In November, 2008, the Company issued 6,862,500 shares of common stock for
the purchase of all rights, title and interest into the patent pending
application for the commercial lighting technology designed for commercial
and residential buildings to replace conventional drop ceiling troffers and
to replace the fluorescent bulbs used in the existing and conventional
troffers. The value of the purchase was determined to be the cost to create
and develop the patent application, which was $6,862.

In December, 2008, the Company issued 1,687,500 shares of common stock to an
independent consultant for services rendered in the amount of $1,688.

In February, 2009, the Company issued 450,000 shares of common stock for
$0.025 per share to an investor for cash in the amount of $11,250.

In August, 2009, the Company issued 830,000 shares of common stock for $0.03
per share pursuant to the company's initial Form S-1 filing with the
Securities and Exchange Commission to various investors for cash and
consideration of $24,900.

In June, 2010, the company issued 2,420,000 shares of common stock for $0.036
per share as follows:

o 550,000 shares of common stock for $19,800 to two (2) existing
stockholders.

o 1,870,000 shares of common stock for conversion of debt in the amount
of $67,320 to two (2) existing stockholders.

In June, 2010, the company amended its articles of incorporation and bylaws
to increase the authorized common stock to 500,000,000 common shares and
provide for 10,000,000 shares of "blank check" preferred stock, each with a
par value of $0.001 per share.

In September, 2010, the Company issued 300,000 shares of common stock for
$0.036 per share to Steven Adelstein, an existing stockholder and related
party, for cash in the amount of $11,000.

In December, 2010, the Company issued 300,000 shares of common stock for
$0.04 per share to Steven Adelstein, an existing stockholder and related
party, for cash in the amount of $12,000.

For the twelve (12) month period ending December 31, 2011, the company issued
1,527,500 shares of common stock for $0.05 per share as follows:

o to related parties, Steven Adelstein (900,000 shares) and Tammi Shnider
(577,500 shares)

o to non-related parties, 50,000 shares

- 22 -

The company has no outstanding options and warrants from inception through March
8, 2012.

We anticipate needing a minimum of $100,000 in order to execute our preliminary
business plan in a meaningful way over the next eighteen (18) months. The
available cash (if all shares in this offering are subscribed) is sufficient to
allow us to commence full execution of our business plan. Our business expansion
will require significant capital resources that may be funded through the
issuance of common stock or of notes payable or other debt arrangements that may
affect our debt structure. Despite our current financial status we believe that
we may be able to issue notes payable or debt instruments in order to start
executing our Business and Marketing Plan.

Through December 31, 2011, our loss from operations was $229,856 of which
$233,025 was funded from the sale of common shares and through advances and
loans to the Company. We have managed to keep our monthly cash flow requirement
low for two reasons. First, our officers and directors have agreed not to draw a
salary until we have achieved $200,000 in gross revenues. Second, we have been
able to keep our operating expenses to a minimum by operating in office space
leased by our independent consultant and are only paying the direct expenses
associated with our business operations.

Given our low monthly cash flow requirement and our agreements with our
independent consultant, management believes, we have sufficient financial
resources to meet its obligations for at least the next twelve (12) months.

In the early stages of our company, we will need cash for completing the
business and marketing plan. We anticipate that during the next eighteen (18)
months, in order to execute our business plan to any meaningful degree, we would
need to spend a minimum of $100,000 on such endeavors. If we are unable to raise
the funds, partially through this offering, we will seek alternative financing
through means such as borrowings from related parties, institutions or private
individuals. There can be no assurance that we will be able to keep costs from
being more than these estimated amounts or that we will be able to raise such
funds. Even if we sell all shares offered through this registration statement,
we expect that we will seek additional financing in the future. However, we may
not be able to obtain additional capital or generate sufficient revenues to fund
our operations. If we are unsuccessful at raising sufficient funds, for whatever
reason, to fund our operations, we may be forced to seek a buyer for our
business or another entity with which we could create a joint venture. If all of
these alternatives fail, we expect that we will be required to seek protection
from creditors under applicable bankruptcy laws.

Our independent auditor has expressed substantial doubt about our ability to
continue as a going concern and believes that our ability is dependent on our
ability to implement our business plan, raise capital and generate revenues. See
Note 6 of our financial statements.

MANAGEMENT

OFFICERS AND DIRECTORS

Our officers and directors will serve until his successor is elected and
qualified. Our officers are elected by the Board of Directors to a term of one
(1) year and serve until their successor is duly elected and qualified, or until
they are removed from office. The Board of Directors has no nominating, auditing
or compensation committees.

- 23 -

The name, age and position of our president, secretary/treasurer, and director
and vice president is set forth below:

Name and Address Age Position(s)
----------------- --- -----------
Len Bryan 55 President / Secretary / Director

Paul L. Culler 73 Vice President / Director

Alfred H. Tracy III 49 Vice President / Chief Financial Officer
/ Director

The persons named above have held their offices/positions since the inception of
our company and are expected to hold their offices/positions until the next
annual meeting of our stockholders at which their successors are elected.

COMMITTEES OF THE BOARD OF DIRECTORS

Our Board of Directors has not established any committees, including an Audit
Committee, a Compensation Committee or a Nominating Committee, or any committees
performing similar functions. The functions of those committees are being
undertaken by the entire board as a whole. Because we do not have any
independent directors, our Board of Directors believes that the establishment of
committees of the Board would not provide any benefits to our company and could
be considered more form than substance.

We do not have a policy regarding the consideration of any director candidates
which may be recommended by our stockholders, including the minimum
qualifications for director candidates, nor has our Board of Directors
established a process for identifying and evaluating director nominees. We have
not adopted a policy regarding the handling of any potential recommendation of
director candidates by our stockholders, including the procedures to be
followed. Our Board has not considered or adopted any of these policies as we
have never received a recommendation from any stockholder for any candidate to
serve on our Board of Directors. Given our relative size and lack of directors
and officers insurance coverage, we do not anticipate that any of our
stockholders will make such a recommendation in the near future. While there
have been no nominations of additional directors proposed, in the event such a
proposal is made, all members of our Board will participate in the consideration
of director nominees.

None of our directors are an "audit committee financial expert" within the
meaning of Item 401(e) of Regulation S-B. In general, an "audit committee
financial expert" is an individual member of the audit committee or Board of
Directors who:

o understands generally accepted accounting principles and financial
statements,

o is able to assess the general application of such principles in connection
with accounting for estimates, accruals and reserves,

o has experience preparing, auditing, analyzing or evaluating financial
statements comparable to the breadth and complexity to our financial
statements,

o understands internal controls over financial reporting, and

o understands audit committee functions.

- 24 -

Our Board of Directors is comprised of individuals who were integral to our
formation and who are involved in our day to day operations. While we would
prefer that one or more of our directors be an audit committee financial expert,
none of these individuals who have been key to our development have professional
backgrounds in finance or accounting. As with most small, early stage companies
until such time our company further develops its business, achieves a stronger
revenue base and has sufficient working capital to purchase directors and
officers insurance, we do not have any immediate prospects to attract
independent directors. When we are able to expand our Board of Directors to
include one or more independent directors, we intend to establish an Audit
Committee of our Board of Directors. It is our intention that one or more of
these independent directors will also qualify as an audit committee financial
expert. Our securities are not quoted on an exchange that has requirements that
a majority of our Board members be independent and we are not currently
otherwise subject to any law, rule or regulation requiring that all or any
portion of our Board of Directors include "independent" directors, nor are we
required to establish or maintain an Audit Committee or other committee of our
Board of Directors.

WE DO NOT HAVE ANY INDEPENDENT DIRECTORS AND WE HAVE NOT VOLUNTARILY IMPLEMENTED
VARIOUS CORPORATE GOVERNANCE MEASURES, IN THE ABSENCE OF WHICH, STOCKHOLDERS MAY
HAVE MORE LIMITED PROTECTIONS AGAINST INTERESTED DIRECTOR TRANSACTIONS,
CONFLICTS OF INTEREST AND SIMILAR MATTERS.

Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has
resulted in the adoption of various corporate governance measures designed to
promote the integrity of the corporate management and the securities markets.
Some of these measures have been adopted in response to legal requirements.
Others have been adopted by companies in response to the requirements of
national securities exchanges, such as the NYSE or The NASDAQ Stock Market, on
which their securities are listed. Among the corporate governance measures that
are required under the rules of national securities exchanges are those that
address Board of Directors ' independence, audit committee oversight, and the
adoption of a code of ethics. Our Board of Directors is comprised of one
individual who is also our executive officer.

Our executive officers make decisions on all significant corporate matters such
as the approval of terms of the compensation of our executive officers and the
oversight of the accounting functions.

Although we have adopted a Code of Ethics and Business Conduct we have not yet
adopted any of these other corporate governance measures and, since our
securities are not yet listed on a national securities exchange, we are not
required to do so. We have not adopted corporate governance measures such as an
audit or other independent committees of our Board of Directors as we presently
do not have any independent directors. If we expand our board membership in
future periods to include additional independent directors, we may seek to
establish an audit and other committees of our Board of Directors. It is
possible that if our Board of Directors included independent directors and if we
were to adopt some or all of these corporate governance measures, stockholders
would benefit from somewhat greater assurances that internal corporate decisions
were being made by disinterested directors and that policies had been
implemented to define responsible conduct. For example, in the absence of audit,
nominating and compensation committees comprised of at least a majority of
independent directors, decisions concerning matters such as compensation
packages to our senior officers and recommendations for director nominees may be
made by a majority of directors who have an interest in the outcome of the
matters being decided. Prospective investors should bear in mind our current
lack of corporate governance measures in formulating their investment decisions.

- 25 -

CODE OF BUSINESS CONDUCT AND ETHICS

In November 2008, we adopted a Code of Ethics and Business Conduct which is
applicable to our employees and which also includes a Code of Ethics for our
President and principal financial officers and persons performing similar
functions. A code of ethics is a written standard designed to deter wrongdoing
and to promote:

o honest and ethical conduct,

o full, fair, accurate, timely and understandable disclosure in regulatory
filings and public statements,

o compliance with applicable laws, rules and regulations,

o the prompt reporting violation of the code, and

o accountability for adherence to the code.

BACKGROUND OF OFFICERS AND DIRECTORS

Len Bryan - President / Secretary / Director
--------------------------------------------

Mr. Bryan is an electrical and software engineer graduated from Florida Atlantic
University in 1997 having a bachelors and science degree in electrical
engineering. During the past five (5) years, Mr. Bryan has been president of
MAG-E TECH Inc., a closely-held private corporation developing lighting and bulb
replacement systems. He was also an independent consultant for Techni-Source
Engineering Solutions and ATG.

Paul L. Culler - Vice President / Director
------------------------------------------

Mr. Culler is an independent consultant primarily in the area of desalting
facilities. During the past five (5) years, Mr. Culler has been Vice President,
Treasurer and Director of MAG-E Tech, Inc., a closely-held private corporation
developing lighting and bulb replacement systems. He was also a Director of the
Southeast Desalting Association.

Alfred H. Tracy III - Vice President / Chief Financial Officer / Director
-------------------------------------------------------------------------

Mr. Tracy III is a Computer Science Consultant graduated from Florida Atlantic
University in 1980 having a Masters degree in electrical engineering. During the
past five (5) years, Mr. Tracy has been Vice President / Director of MAG-E Tech,
Inc., a closely-held private corporation developing lighting and bulb
replacement systems. Additionally, he has been an independent consultant for DC
Bars, a Moscow-Russian company whereby Mr. Tracy acts as Director of U.S.
Operations. Mr. Tracy was a director of Information Architects until September,
2008.

CONFLICTS OF INTEREST

The above three (3) Directors and officers of MAG-E Tech, Inc., a closely-held
private corporation developing lighting and bulb replacement systems, have sold
all rights, title and interest of three (3) patent-pending applications to our
company at an arbitrary value of $6,862. The balance of the technologies, having
applied for patent approval by the company, in the areas of waste water
management and digital music have been provided by management in the ordinary
course of our business activities.

- 26 -

Additionally, the officers and directors devote their time to projects that do
not involve us. In the event that Mr. Bryan, Mr. Culler and Mr. Tracy cease
devoting time to our operations, they have agreed to resign as officers and
directors.

EXECUTIVE COMPENSATION

SUMMARY OF COMPENSATION

We did not pay any salaries or other compensation or remuneration to any person
from our inception through December 31, 2011. We do not anticipate beginning to
pay salaries until we have adequate funds to do so. There are no stock option
plans, retirement, pension, or profit sharing plans for the benefit of our
officers and director other than as described herein.

REMUNERATION OF DIRECTORS AND OFFICERS

OFFICERS AND DIRECTORS COMPENSATION

The following table provides information concerning the compensation of officers
and directors for each of their services as an officer and director from
inception through December 31, 2011.

Non- Non-
Fees Equity qualified
earned incentive deferred
or paid Stock Option plan compensation All other
Name in cash awards awards compensation earnings compensation Total
------------------- ------- ------ ------ ------------ ------------ ------------ -----

Len Bryan $0 $0 $0 $0 $0 $0 $0
Paul L. Culler $0 $0 $0 $0 $0 $0 $0
Alfred H. Tracy III $0 $0 $0 $0 $0 $0 $0

We have no employment agreements with our Officers and Directors. We will not
pay compensation to Directors for attendance at meetings. We will reimburse the
Directors for reasonable expenses incurred during the course of their
performance.

DIRECTOR COMPENSATION

We do not pay fees to directors for attendance at meetings of the Board of
Directors or of committees; however, we may adopt a policy of making such
payments in the future. We will reimburse out-of-pocket expenses incurred by
directors in attending board and committee meetings.

LONG-TERM INCENTIVE PLAN AWARDS

We do not have any long-term incentive plans that provide compensation intended
to serve as incentive for performance.

EMPLOYMENT AGREEMENTS

At this time, EcoLiveGreen has not entered into any employment agreements with
our officers and directors. If there is sufficient cash flow available from our
future operations, the company may in the future enter into employment
agreements with our officers and directors, or future key staff members.

- 27 -

INDEMNIFICATION

Regarding indemnification for liabilities arising under the Securities Act of
1933, which may be permitted to directors or officers under Florida law, we are
informed that, in the opinion of the Securities and Exchange Commission,
indemnification is against public policy, as expressed in the Act and is,
therefore, unenforceable.

PRINCIPAL STOCKHOLDERS

The following table sets forth, as of the date of this prospectus, the total
number of shares owned beneficially by our officers and directors, and key
employees, individually and as a group, and the present owners of 5% or more of
our total outstanding shares. The table also reflects what his ownership will be
assuming completion of the sale of all shares in this offering. The stockholder
listed below has direct ownership of his shares and possesses sole voting and
dispositive power with respect to the shares.

Percentage
Number of of ownership
Shares after after
Number of Percentage offering offering
Shares of ownership assuming all assuming all
Name and address Before before of the shares of the shares
Beneficial Ownership Offering offering (1) are sold are sold
-------------------------------- --------- ------------ ------------- -------------

Len Bryan (2) .................. 2,287,500 15.9% 2,287,500 12.4%
5730 Golden Eagle Circle
Palm Beach Gardens, FL 33418

Paul L. Culler (2) ............. 2,287,500 15.9% 2,287,500 12.4%
346 Fairway North
Tequesta, FL 33469

Alfred H. Tracy III (2) ........ 2,287,500 15.9% 2,287,500 12.4%
16178 Rosecroft Terrace
Lady Lake, FL 32162

All Officers and Directors ..... 6,862,500 47.7% 6,862,500 37.3%
as a Group (3 person)

BENEFICIAL OWNER OF MORE THAN 5%

Steven Adelstein (3) ........... 1,500,000 10.4% 1,500,000 8.2%
7076 Spyglass Avenue
Parkland, FL 33076

Judy Adelstein (3) ............. 2,287,500 15.9% 2,287,500 12.4%
7076 Spyglass Avenue
Parkland, FL 33076

Stephen Corn (4) ............... 939,000 6.5% 939,000 5.1%
4317 North State Road 7
Lauderdale Lakes, FL 33319

Tammi Shnider (5) .............. 990,000 6.9% 990,000 5.4%
3764 Moon Bay Circle
Wellington, FL 33414

- 28 -

(1) Applicable percentage ownership is based on (a) 14,377,500 shares of common
stock outstanding at March 8, 2012 and (b) 18,377,500 shares of common stock
outstanding assuming all of the shares in the offering are sold.

(2) The persons named above may be deemed to be a "parent" and "promoter" of our
company, within the meaning of such terms under the Securities Act of 1933, as
amended.

(3) Judith Adelstein is the wife of Steven Adelstein, an independent consultant
to the company and has provided consulting services from inception through
December 31, 2011.

(4) Includes 9,000 common shares held in the name of Andrea Corn, the wife of
tephen Corn.

(5) Tammi Shnider is the adult daughter of Judith and Steven Adelstein.

On March 8, 2012, there are currently 14,377,500 common shares outstanding.
There are 10,680,000 common shares that are restricted securities as defined in
Rule 144 of the Rules and Regulations of the SEC promulgated under the
Securities Act. Under Rule 144, the shares can be publicly sold, subject to
volume restrictions and restrictions on the manner of sale, commencing one year
after their acquisition.

Under Rule 144, a shareholder can sell up to 1% of total outstanding shares
every three months in brokers' transactions. Shares purchased in this offering,
which will be immediately resalable and sales of all of our other shares after
applicable restrictions expire, could have a depressive effect on the market
price, if any, of our common stock and the shares we are offering.

Our officers and directors will continue to control a substantial portion of our
common stock after the offering, regardless of the number of shares sold. Since
they will continue control our company after the offering, investors in this
offering will be unable to change the course of our operations. Thus, the shares
we are offering lack the value normally attributable to voting rights. This
could result in a reduction in value of the shares you own because of their
ineffective voting power.

The company is hereby registering 4,000,000 of its common shares, in addition to
the 14,377,500 shares currently issued and outstanding. The price per share is
$0.125 and will remain so unless and until the shares are quoted on the
Over-The-Counter (OTC) Bulletin Board or an exchange. The company may sell at
$0.125 per common share or prevailing market prices only after the shares are
quoted on either the OTC Bulletin Board or an exchange (please see "Plan of
Distribution" below).

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following is a description of related party transactions:

o In November, 2008, the Company issued 6,862,500 common shares to its three
(3) officers and directors for acquisition of certain patent pending
technologies for $6,862.

o In December, 2008, the Company issued 1,687,500 shares of common stock to
Steven Adelstein, a former independent consultant and now a related party,
for services rendered in the amount of $1,688.

- 29 -

o In June, 2010, the company issued 1,870,000 shares of common stock for
conversion of debt in the amount of $67,320 to Judith Adelstein, a related
party and wife to Steven Adelstein.

o In September, 2010, the Company issued 300,000 shares of common stock to
Steven Adelstein, an existing stockholder and related party, for
conversion of debt in the amount of $11,000.

o In December, 2010, the Company issued 300,000 shares of common stock to
Steven Adelstein, an existing stockholder and related party, for
conversion of debt in the amount of $12,000.

o For the twelve (12) month period ending December 31, 2011, the company
issued 900,000 shares of common stock to Steven Adelstein, an existing
stockholder and related party for conversion of debt in the amount of
$45,000.

DESCRIPTION OF SECURITIES

COMMON STOCK

Our authorized number of common shares is five hundred million (500,000,000)
with a par value of $.001 for an aggregate par value of five hundred thousand
dollars ($500,000). Holders of our common shares:

o have equal ratable rights to dividends from funds legally available if and
when declared by our Board of Directors;

o are entitled to share ratably in all of our assets available for
distribution to holders of common stock upon liquidation, dissolution or
winding up of our affairs;

o do not have preemptive, subscription or conversion rights and there are no
redemption or sinking fund provisions or rights;

o and are entitled to one non-cumulative vote per share on all matters on
which stockholders may vote.

NON-CUMULATIVE VOTING

Holders of shares of our common stock do not have cumulative voting rights,
which means that the holders of more than 50% of the outstanding shares, voting
for the election of directors, can elect all of the directors to be elected, if
they so choose, and, in that event, the holders of the remaining shares will not
be able to elect any of our directors. After this offering is completed, present
stockholders will own approximately 78% of our outstanding shares.

CASH DIVIDENDS

As of the date of this prospectus, we have not declared or paid any cash
dividends to stockholders. The declaration of any future cash dividend will be
at the discretion of our Board of Directors and will depend upon our earnings,
if any, our capital requirements and financial position, our general economic
conditions, and other pertinent conditions. It is our present intention not to
pay any cash dividends in the foreseeable future, but rather to reinvest
earnings, if any, in our business operations.

STOCK TRANSFER AGENT

We have not engaged the services of a transfer agent at this time. However,
within the next twelve months we anticipate doing so. Until such a time a
transfer agent is retained, EcoLiveGreen will act as its own transfer agent
until such time the common stocks is approved for listing on an Exchange.

- 30 -

STOCK OPTION PLAN

The Board of Directors of EcoLiveGreen has not adopted a stock option plan
("Stock Option Plan"). The company has no plans to adopt a stock option plan but
may choose to do so in the future. If such a plan is adopted, this plan may be
administered by the board or a committee appointed by the board (the
"Committee"). The committee would have the power to modify, extend or renew
outstanding options and to authorize the grant of new options in substitution
therefore, provided that any such action may not, without the written consent of
the optionee, impair any rights under any option previously granted.
EcoLiveGreen may develop an incentive based stock option plan for its officers
and directors and may reserve up to 10% of its outstanding shares of common
stock for that purpose.

LITIGATION

We are not a party to any pending litigation and none is contemplated or
threatened.

EXPERTS

Our financial statements have been audited for the period ending September 30,
2011 and 2010 by Lake and Associates LLC, independent registered public a
accountants, as set forth in their report included elsewhere in the registration
statement of which this prospectus forms a part. Their report is given upon
their authority as experts in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC the registration statement on Form S-1 under the
Securities Act for the common stock offered by this prospectus. This prospectus,
which is a part of the registration statement, does not contain all of the
information in the registration statement and the exhibits filed with it,
portions of which have been omitted as permitted by SEC rules and regulations.
For further information concerning us and the securities offered by this
prospectus, we refer to the registration statement and to the exhibits filed
with it. Statements contained in this prospectus as to the content of any
contract or other document referred to are not necessarily complete. In each
instance, we refer you to the copy of the contracts and/or other documents filed
as exhibits to the registration statement.

After we complete this offering, we will not be required to furnish you with an
annual report. Further, we will not voluntarily send you an annual report. We
will be required to file reports with the SEC under section 15(d) of the
Securities Exchange Act of 1934. The reports will be filed electronically. The
reports we will be required to file are Forms 10-K, 10-QSB, and 8-K. In the
event that we determine to register under Section 12 of the Exchange Act, we
will be required to comply with additional regulations, including SEC proxy
rules and our officers and directors will become obligated to file ownership
reports with the SEC. However, at this time we do not intend to register our
securities under Section 12 of the Exchange Act.

You may read copies of any materials we file with the SEC at the SEC's Public
Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC also maintains an Internet site on which copies of the
reports we file electronically with the SEC will be posted. The address for the
Internet site is www.sec.gov.

- 31 -

ECOLIVEGREEN, CORP
(A DEVELOPMENT STAGE COMPANY)

INDEX TO FINANCIAL STATEMENTS

PAGE
-----------

Report of Independent Registered Public Accounting Firm .......... F-2

Balance Sheet .................................................... F-3

Statements of Operations ......................................... F-4

Statements of Stockholders' Equity/(Deficit) ..................... F-5

Statements of Cash Flows ......................................... F-6

Notes to Financial Statements .................................... F-7 to F-16

F-1

Lake & Associates CPA's LLC

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of EcoLiveGreen Corp.

We have audited the accompanying balance sheet of EcoLiveGreen Corp. (a
development stage enterprise)(the "Company") as of December 31, 2011 and 2010
and the related statements of operations, stockholders' equity/(deficit), and
cash flows for the years then ended, and for the period from November 5, 2008
(inception) through December 31, 2011. These financial statements are the
responsibility of the company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of EcoLiveGreen Corp. (a Florida
corporation) as of December 31, 2011 and 2010 and the results of its operations
and its cash flows for the years then ended and the period November 5, 2008
(inception) through December 31, 2011, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed further in Notes 2 and 4,
the Company has been in the development stage since its inception (November 5,
2008) and continues to incur significant losses. The Company's viability is
dependent upon its ability to obtain future financing and the success of its
future operations. These factors raise substantial doubt as to the Company's
ability to continue as a going concern. Management's plan in regard to these
matters is also described in Notes 2 and 4. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

/s/ Lake & Associates CPA's LLC
Lake & Associates CPA's LLC
Schaumburg, Illinois
January 5, 2012

1905 Wright Boulevard
Schaumburg, IL 60193

Phone: 847-524-0800
Fax: 847-524-1655

F-2

ECOLIVEGREEN, CORP.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
(AUDITED)

DECEMBER 31, DECEMBER 31,
2011 2010
------------ ------------

ASSETS
------
CURRENT ASSETS:
Cash and equivalents ................................... $ 1,000 $ 1,235
Inventory .............................................. -- --
----------- -----------
Total Current Assets ................................. 1,000 1,235
----------- -----------

OTHER ASSETS:
Intellectual Property .................................. 6,862 6,862
----------- -----------

Total Assets ....................................... $ 7,862 $ 8,097
=========== ===========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
-------------------------------------------------

CURRENT LIABILITIES:
Accounts Payable ....................................... $ -- $ --
Accrued Liabilities .................................... 4,693 10,725
Advances from Related Parties .......................... -- --
----------- -----------
Total Current Liabilities ............................ 4,693 10,725
----------- -----------
Long-term Liabilities
Note Payable - Consultant .............................. -- --
----------- -----------
Total Long-term Liabilities .......................... -- --
----------- -----------
Total Liabilities .................................. 4,693 10,725
----------- -----------

STOCKHOLDERS' EQUITY/(DEFICIT):
Preferred Stock, par value $0.001; 10,000,000 shares
authorized; 0 shares issued and outstanding as of
December 31, 2011 and December 31, 2010 .............. -- --
Common stock, par value $.001; 500,000,000 shares
authorized; 14,377,500 shares issued and outstanding
as of December 31, 2011 and 12,850,000 shares issued
and outstanding as of December 31, 2010 .............. 14,378 12,850
Additional Paid in Capital ............................. 218,647 143,800
Deficit accumulated during the development stage ....... (229,856) (159,278)
----------- -----------
Total Stockholders' Equity (Deficit) ................. 3,169 (2,628)

----------- -----------
Total Liabilities and Stockholders' Equity/(Deficit) $ 7,862 $ 8,097
=========== ===========

The accompanying notes are an integral part of these statements.

F-3

ECOLIVEGREEN, CORP.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Audited)

CUMULATIVE FROM
NOVEMBER 5, 2008
FOR THE YEAR ENDED FOR THE YEAR ENDED (INCEPTION) THROUGH
DECEMBER 31, 2011 DECEMBER 31, 2010 DECEMBER 31, 2011
------------------ ------------------ -------------------

Net Sales .................... $ -- $ -- $ --

Cost of Sales ................ -- -- --
------------ ------------ -----------

Gross Profit ................. -- -- --

Expenses:
General & Administrative ... 12,485 14,810 29,348
Legal and Accounting ....... 10,500 10,000 45,250
Consulting ................. 47,593 36,670 153,883
------------ ------------ -----------

Total Expenses ............... 70,578 61,480 228,481
------------ ------------ -----------

Net (loss) before Income Taxes (70,578) (61,480) (228,481)
------------ ------------ -----------

Other - Interest Expense ..... -- (1,375) (1,375)
------------ ------------ -----------

Provision for Income Taxes ... -- -- --
------------ ------------ -----------

Net (loss) ................... $ (70,578) $ (62,855) $ (229,856)
------------ ============ ===========

Basic and diluted net loss per
common share ................ $ (0.005) $ (0.006)
============ ============

Weighted average number of
common shares outstanding ... 13,218,760 11,310,110
============ ============

The accompanying notes are an integral part of these statements.

F-4

ECOLIVEGREEN CORP.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY/(DEFICIT)
FROM NOVEMBER 5, 2008 (INCEPTION) THROUGH DECEMBER 31 2011
(AUDITED)

Par Value of $0.001 Total
Preferred Stock Common Stock Additional Retained Stockholders'
--------------- -------------------- Paid in Earnings Equity
Shares Amount Shares Amount Capital (Deficit) (Deficit)
------ ------- ---------- -------- ---------- --------- ------------

Balance at November 5, 2008
(date of inception) ........ -- $ -- -- $ -- $ -- $ -- $ --

Common Stock issued for
patent ..................... -- -- 6,862,500 6,862 -- -- 6,862

Common stock issued for
Consulting Services ........ -- -- 1,687,500 1,688 -- -- 1,688

Net loss for the Period ..... -- -- -- -- -- (17,438) (17,438)

------ ------- ---------- -------- ---------- --------- ------------
Balance December 31, 2008 . -- -- 8,550,000 8,550 -- -- (8,888)
------ ------- ---------- -------- ---------- --------- ------------

Common Stock issued in
February, 2009 for cash .... -- -- 450,000 450 10,800 -- 11,250

Common Stock issued in
August, 2009 for cash and
debt repayment ............. -- -- 830,000 830 24,070 -- 24,900

Net loss for the period
ending December 31, 2009 ... -- -- -- -- -- (78,985) (78,985)

------ ------- ---------- -------- ---------- --------- ------------
Balance December 31, 2009 . -- -- 9,830,000 9,830 34,870 (96,423) (51,723)
------ ------- ---------- -------- ---------- --------- ------------

Common Shares issued in June,
2010 for cash .............. -- -- 550,000 550 19,250 -- 19,800

Common Shares issued in June,
2010 for debt .............. -- -- 1,870,000 1,870 65,450 -- 67,320

Common Shares issued in
September 2010 for cash .... -- -- 300,000 300 10,700 -- 11,000

Stock options issued in
September, 2010 ............ -- -- -- -- 1,830 -- 1,830

Common Shares issued in
December 2010 for debt ..... -- -- 300,000 300 11,700 -- 12,000

Net loss for period ended
December 31, 2010 .......... -- -- -- -- -- (62,855) (62,855)

------ ------- ---------- -------- ---------- --------- ------------
Balance at December 31, 2010 -- -- 12,850,000 $ 12,850 $ 143,800 $(159,278) $ (2,628)
------ ------- ---------- -------- ---------- --------- ------------

Common Shares issued in
March 31, 2011 for cash .... -- -- 150,000 150 7,350 -- 7,500

Common Shares issued in
June 30, 2011 for debt ..... -- -- 200,000 200 9,800 -- 10,000

Common Shares issued in
September 2011 for cash .... -- -- 230,000 230 11,270 -- 11,500

Common Shares issued in
November 18, 2011 for cash . -- -- 820,000 820 40,180 -- 41,000

Common Shares issued in
December 31, 2011 for cash . -- -- 127,500 128 6,247 -- 6,375

Net loss for period ended
December 31, 2011 .......... -- -- -- -- -- (70,578) (70,578)

------ ------- ---------- -------- ---------- --------- ------------
Balance at December 31, 2011 -- -- 14,377,500 $ 14,378 $ 218,647 $(229,856) $ 3,169
====== ======= ========== ======== ========== ========= ============

The accompanying notes are an integral part of these statements.

F-5

ECOLIVEGREEN, CORP.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Audited)

OPERATING ACTIVITIES:
Net loss ...................................... $ (70,578) $ (62,855) $ (229,856)
Adjustments to reconcile net loss to net cash
used in operating activities:
Issuance of stock options ................... -- 1,830 1,830
Issuance of common stock for services ....... -- 33,695 51,133
Issuance of common stock for interest ....... -- 1,375 1,375
Changes in operating assets and liabilities:
(Increase) decrease in accounts payable ... -- -- --
(Increase) decrease in accrued expenses ... (6,032) (1,778) 4,693
------------ ------------ ------------

Net cash used in operating activities ..... (76,610) (27,733) (170,825)
------------ ------------ ------------

INVESTING ACTIVITIES:
Increase in equipment ......................... -- -- --
------------ ------------ ------------

FINANCING ACTIVITIES:
Proceeds from issuance of common stock ........ 76,375 30,800 127,575
Loan payable - consultants .................... -- -- 44,250
Payments to related party ..................... -- (4,300) --
------------ ------------ ------------

Net cash used in financing activities ....... 76,375 26,500 171,825
------------ ------------ ------------

NET INCREASE (DECREASE) IN CASH ................. (235) (1,233) 1,000
------------ ------------ ------------

CASH BEGINNING BALANCE .......................... 1,235 2,468 --

CASH ENDING BALANCE ............................. $ 1,000 $ 1,235 $ 1,000
============ ============ ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Taxes paid .................................... $ -- $ -- $ --
============ ============ ============
Interest paid ................................. $ -- $ -- $ --
============ ============ ============

NON-CASH TRANSACTIONS AFFECTING OPERATING,
INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock for patents .......... $ -- $ -- $ 6,862
============ ============ =============
Issuance of common stock for debt ............. $ 10,000 $ 79,320 $ 105,070
============ ============ =============

The accompanying notes are an integral part of these statements.

F-6

ECOLIVEGREEN, CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD NOVEMBER 5, 2008 THROUGH DECEMBER 31, 2011

NOTE 1 ORGANIZATION

EcoLiveGreen, Corp. (a development stage enterprise) (the Company) was
formed on November 5, 2008 in the State of Florida. The Company's activities to
date have been primarily directed towards the raising of capital, acquiring and
developing intellectual properties and applying and administering patents
through the process with the United States Patent and Trademark Office.

NOTE 2 LIQUIDITY, FINANCIAL CONDITION AND MANAGEMENT'S PLANS

The Company's financial statements for the year ended December 31, 2011
have been prepared assuming that it will continue as a going concern. To date,
the Company has generated no revenues, has substantial operating losses and an
accumulated deficit since its inception in November 2008. The Company incurred a
net loss from continuing operations of ($70,578) and used $76,610 of cash in
continuing operations for the year ended December 31, 2011. At December 31,
2011, the Company had a working capital deficit of ($3,693), limited financial
resources available to pay ongoing financial obligations as they become due and
($229,856) of accumulated deficit. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.

Since its inception, the Company has been dependent upon the receipt of
capital investment to fund its continuing activities. In addition to the normal
risks associated with a new business venture, there can be no assurance that the
Company's business plan will be successfully executed. Our ability to execute
our business plan will depend on our ability to obtain additional financing and
achieve a profitable level of operations. There can be no assurance that
sufficient financing will be obtained. Further, we cannot give any assurance
that we will generate substantial revenues or that our business operations will
prove to be profitable.

The Company has principally financed its operations for the year ended
December 31, 2011, using proceeds from short term borrowings primarily from the
sale of common shares and advances from related parties from time to time. In
addition to the normal risks associated with a new business venture, there can
be no assurance that the Company's business plan will be successfully executed.
Our ability to execute our business plan will depend on our ability to obtain
additional financing and achieve a profitable level of operations.

Management believes the Company's ability to continue operations are
dependent on its ability to continue to raise capital and to market products
that have been issued patents to the Company. At the present time, we have no
commitments for any additional financing. If the Company is unable to raise
additional capital or encounters unforeseen circumstances, it may be required to
take additional measures to conserve liquidity, which could include, but not
necessarily be limited to, curtailing its operations, suspending the pursuit of
its business plan, and controlling overhead expenses. The Company cannot provide
any assurance that it will raise additional capital as necessary nor can it
provide any assurance that new financing will be available to it on commercially
acceptable terms, if at all. Management believes that the ability to raise
additional capital could be negatively impacted as a result of its securities
not being traded on an active trading market.

F-7

ECOLIVEGREEN, CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD NOVEMBER 5, 2008 THROUGH DECEMBER 31, 2011

NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation - Development Stage Company
-------------------------------------------------

The Company has not earned any revenue from operations. Accordingly,
the Company's activities have been accounted for as those of a "Development
Stage Enterprise" as set forth in Accounting Standards Codification ("ASC") 915
"Development Stage Entities", which was previously Financial Accounting
Standards Board Statement No. 7 ("SFAS 7"). Among the disclosures required by
ASC 915 are that the Company's financial statements be identified as those of a
development stage company, and that the statements of operations, stockholders'
equity/(deficit) and cash flows disclose activity since the date of the
Company's inception.

Accounting Method
-----------------

The Company's financial statements are prepared using the accrual
method of accounting. The Company has elected a fiscal year ending on December
31.

Intangible Assets
-----------------

The Company evaluates the recoverability of identifiable intangible
assets whenever events or changes in circumstances indicate that an intangible
asset's carrying amount may not be recoverable. There was no impairment loss for
the period from November 5, 2008 (inception) to December 31, 2011.

Income Taxes
------------

The Company accounts for income taxes as outlined in ASC 740 "Income
Taxes", which was previously Financial Accounting Standards Board (FASB)
Statement No. 109, ("Accounting for Income Taxes"). Under ASC 740, deferred tax
assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. Under ASC 740, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date. There were no current or deferred income tax
expense or benefits due to the Company not having any material operations for
the period ended December 31, 2011.

Cash Equivalents
----------------

The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.

F-8

ECOLIVEGREEN, CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD NOVEMBER 5, 2008 THROUGH DECEMBER 31, 2011

Estimates
---------

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

Determination of fair values involves subjective judgment and estimates
not susceptible to substantiation by auditing procedures. Accordingly, under
current auditing standards, the notes to our financial statements will refer to
the uncertainty with respect to the possible effect of such valuations, and any
change in such valuations, on our financial statements.

Impairment of Long-Lived Assets
-------------------------------

In accordance with ASC 360-10-05-4 "Property, Plant, and
Equipment-Impairment or Disposal of Long-Lived Assets", which was previously
Financial Accounting SFAS No.144, "Accounting for the Impairment or Disposal of
Long-lived Assets", the Company assesses long-lived assets, such as property and
equipment and intangible assets subject to amortization, are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset group may not be fully recoverable. Recoverability
of asset groups to be held and used in measured by a comparison of the carrying
amount of an asset group to estimated undiscounted future cash flows expected to
be generated by the asset group. If the carrying amount exceeds its estimated
future cash flows, an impairment charge is recognized by the amount by which the
carrying amount of an asset group exceeds the fair value of the asset group. The
Company evaluated its long-lived assets and no impairment charges were recorded
for any of the periods presented.

Basic Loss Per Common Share
---------------------------

Basic loss per common share has been calculated based on the weighted
average number of shares outstanding during the period after giving retroactive
effect to stock splits. There are no dilutive securities at December 31, 2011
for purposes of computing fully diluted earnings per share.

Dividends
---------

The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid or declared since inception.

F-9

ECOLIVEGREEN, CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD NOVEMBER 5, 2008 THROUGH DECEMBER 31, 2011

Share-Based Payments
--------------------

The Company adopted ASC 718 "Compensation - Stock Compensation", which
was previously Statement of Financial Accounting standards ("SFAS") No. 123
(Revised December 2004), "Share-Based Payment" (SFAS No. 123R), which requires
the measurement and recognition of compensation expense for all share-based
payment awards made to employees and directors, including stock options,
employee stock purchases related to an employee stock purchase plan and
restricted stock units based on estimated fair values of the awards over the
requisite employee service period. SFAS No. 123R supersedes Accounting
Principles Board Opinion No. 25 ("APB No. 25"), "Accounting for Stock Issued to
Employees", which the company previously followed in accounting for stock-based
awards. In March 2005, the SEC issued Staff Bulletin No. 107("SAB No. 107"), to
provide guidance on SFAS 123R. The Company has applied SAB No. 107 in its
adoption of SFAS No. 123R.

Under SFAS No. 123R, stock-based compensation cost is measured at the
grant date, based on the estimated fair value of the award, and is recognized on
a straight-line basis as expense over the employee's requisite service period.
The Company adopted the provisions of the SFAS 123R in its fiscal year ended
December 31, 2008 using the modified prospective application method.

The valuation provisions of SFAS 123R apply to new awards and to awards
that are outstanding on the effective date (or date of adoption) and
subsequently modified or cancelled; prior periods are not revised for
comparative purposes. Estimated compensation expense for awards outstanding on
the effective date will be recognized over the remaining service period using
the compensation cost calculated for pro forma disclosure under FASB Statement
No. 123, "Accounting for Stock-Based Compensation".

Fair value of Financial Instruments
-----------------------------------

Financial instruments consist principally of cash, trade and related
party payables, accrued liabilities, short-term obligations and notes payable.
The carrying amounts of such financial instruments in the accompanying balance
sheets approximate their fair values due to their relatively short-term nature.
It is management's opinion that the Company is not exposed to any significant
currency or credit risks arising from these financial instruments.

Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash deposits. Accounts at
each institution are insured by the Federal Deposit Insurance Corporation
("FDIC"). At December 31, 2011, the Company had no amounts in excess of the FDIC
insured limit.

Related Parties
---------------

Related parties, which can be a corporation, individual, investor or
another entity are considered to be related if the party has the ability,
directly or indirectly, to control the other party or exercise significant
influence over the Company in making financial and operating decisions.
Companies are also considered to be related if they are subject to common
control or common significant influence. The Company has these relationships.

F-10

ECOLIVEGREEN, CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD NOVEMBER 5, 2008 THROUGH DECEMBER 31, 2011

Reclassification
----------------

Certain amounts in the prior year financial statements have been
reclassified to conform to current year presentation. Those reclassification
adjustments had no effect on the Company's previously reported net loss.

Recent Accounting Pronouncements
--------------------------------

In February 2010, the FASB issued ASU 2010-09, "Subsequent Events
(Topic 855) - Amendments to Certain Recognition and Disclosure Requirements."
ASU 2010-09 requires an entity that is an SEC filer to evaluate subsequent
events through the date that the financial statements are issued and removes the
requirement that an SEC filer disclose the date through which subsequent events
have been evaluated. ASC 2010-09 was effective upon issuance.

In June 2009 the FASB issued ASC 860, formerly SFAS 166, "Accounting
for Transfers of financial Assets -- an amendment of FASB Statement No. 140"
(ASC 860). ASC 860 eliminates the concept of a qualifying special-purpose
entity, creates more stringent conditions for reporting a transfer of a portion
of a financial asset as a sale, clarifies other sale-accounting criteria, and
changes the initial measurement of a transferor's interest in transferred
financial assets. ASC 860 will be effective April 1, 2010. The Company is in the
process of evaluating the impact of this pronouncement on its consolidated
financial position and results of operations. The adoption of this pronouncement
is not expected to have a material impact on the Company's financial position
and results of operations.

In June 2009 the FASB issued ASC 810, formerly SFAS 167, "Amendments to
FASB Interpretation No. 46(R)" (ASC 810). ASC 810 eliminates Interpretation
46(R)'s exceptions to consolidating qualifying special-purpose entities,
contains new criteria for determining the primary beneficiary, and increases the
frequency of required reassessments to determine whether a company is the
primary beneficiary of a variable interest entity. ASC 810 also contains a new
requirement that any term, transaction, or arrangement that does not have a
substantive effect on an entity's status as a variable interest entity, a
company's power over a variable interest entity, or a company's obligation to
absorb losses or its right to receive benefits of an entity must be disregarded
in applying Interpretation 46(R)'s provisions. The elimination of the qualifying
special-purpose entity concept and its consolidation exceptions means more
entities will be subject to consolidation assessments and reassessments. ASC 810
will be effective April 1, 2010. The adoption of this pronouncement is not
expected to have a material impact on the Company's financial position and
results of operations.

In August 2009, FASB issued Accounting Standards Update 2009-05 which
includes amendments to Subtopic 820-10, Fair Value Measurements and
Disclosures--Overall. The update provides clarification that in circumstances,
in which a quoted price in an active market for the identical liability is not
available, a reporting entity is required to measure fair value using one or
more of the techniques provided for in this update. The amendments in this
Update clarify that a reporting entity is not required to include a separate
input or adjustment to other inputs relating to the existence of a restriction

F-11

ECOLIVEGREEN, CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD NOVEMBER 5, 2008 THROUGH DECEMBER 31, 2011

that prevents the transfer of the liability and also clarifies that both a
quoted price in an active market for the identical liability at the measurement
date and the quoted price for the identical liability when traded as an asset in
an active market when no adjustments to the quoted price of the asset are
required are Level 1 fair value measurements. The adoption of this standard did
not have a material impact on the Company's financial position and results of
operations.

The FASB has published FASB Accounting Standards Update 2009-13,
Revenue Recognition (Topic 605)-Multiple Deliverable Revenue Arrangements which
addresses the accounting for multiple-deliverable arrangements to enable vendors
to account for products or services (deliverables) separately rather than as a
combined unit. Specifically, this guidance amends the criteria in Subtopic
605-25, Revenue Recognition-Multiple-Element Arrangements, for separating
consideration in multiple-deliverable arrangements. This guidance establishes a
selling price hierarchy for determining the selling price of a deliverable,
which is based on: (a) vendor-specific objective evidence; (b) third-party
evidence; or (c) estimates. This guidance also eliminates the residual method of
allocation and requires that arrangement consideration be allocated at the
inception of the arrangement to all deliverables using the relative selling
price method and also requires expanded disclosures. FASB Accounting Standards
Update 2009-13 is effective prospectively for revenue arrangements entered into
or materially modified in fiscal years beginning on or after June 15, 2010.
Early adoption is permitted. The adoption of this standard is not expected to
have a material impact on the Company's financial position and results of
operations.

In September 2009, the FASB issued ASU No. 2009-14, "Software (Topic
985) -- Certain Revenue Arrangements That Include Software Elements" ("ASU No.
2009-14"). ASU No. 2009-14 changes the accounting model for revenue arrangements
that include both tangible products and software elements to allow for
alternatives when vendor-specific objective evidence does not exist. Under this
guidance, tangible products containing software components and non-software
components that function together to deliver the tangible product's essential
functionality and hardware components of a tangible product containing software
components are excluded from the software revenue guidance in Subtopic 985-605,
"Software-Revenue Recognition;" thus, these arrangements are excluded from this
update. ASU No. 2009-14 is effective prospectively for revenue arrangements
entered into or materially modified in fiscal years beginning on or after June
15, 2010 with early adoption permitted. The adoption of this pronouncement is
not expected to have a material impact on our financial position or results of
operations.

The FASB has issued Accounting Standards Update (ASU) No. 2010-06, Fair
Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair
Value Measurements. This ASU requires some new disclosures and clarifies some
existing disclosure requirements about fair value measurement as set forth in
Codification Subtopic 820-10. ASU 2010-06 amends Codification Subtopic 820-10
and now requires a reporting entity to use judgment in determining the
appropriate classes of assets and liabilities and to provide disclosures about
the valuation techniques and inputs used to measure fair value for both
recurring and nonrecurring fair value measurements. ASU 2010-06 is effective for
interim and annual reporting periods beginning after December 15, 2009, as this
standard relates specifically to disclosures, the adoption will not have an
impact on the Company's financial position and results of operations.

F-12

ECOLIVEGREEN, CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD NOVEMBER 5, 2008 THROUGH DECEMBER 31, 2011

In March 2010, the FASB issued ASU No. 2010-17, Revenue Recognition--
Milestone Method (Topic 605): Milestone Method of Revenue Recognition. This
standard provides that the milestone method is a valid application of the
proportional performance model for revenue recognition if the milestones are
substantive and there is substantive uncertainty about whether the milestones
will be achieved. Determining whether a milestone is substantive requires
judgment that should be made at the inception of the arrangement. To meet the
definition of a substantive milestone, the consideration earned by achieving the
milestone (1) would have to be commensurate with either the level of effort
required to achieve the milestone or the enhancement in the value of the item
delivered, (2) would have to relate solely to past performance, and (3) should
be reasonable relative to all deliverables and payment terms in the arrangement.
No bifurcation of an individual milestone is allowed and there can be more than
one milestone in an arrangement. The new standard is effective for interim and
annual periods beginning on or after June 15, 2010. The adoption of this
standard is not expected to have a material impact on the Company's financial
position and results of operations.

Subsequent Events
-----------------

We evaluated subsequent events through the date and time our financial
statements were issued.

NOTE 4 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 that contemplates the realization of assets and liquidation of
liabilities in the normal course of business. The Company has not established
any source of revenue to cover its operating costs. The Company will engage in
very limited activities without incurring any liabilities that must be satisfied
in cash until a source of funding is secured. The Company will offer noncash
consideration and seek equity lines as a means of financing its operations.

If the Company is unable to obtain revenue producing contracts or
financing or if the revenue or financing it does obtain is insufficient to cover
any operating losses it may incur, it may substantially curtail or terminate its
operations or seek other business opportunities through strategic alliances,
acquisitions or other arrangements that may dilute the interests of existing
stockholders.

NOTE 5 INCOME TAXES

Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to reverse. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in the statement of
operations in the period that includes the enactment date.

F-13

ECOLIVEGREEN, CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD NOVEMBER 5, 2008 THROUGH DECEMBER 31, 2011

There is no provision for income taxes due to continuing losses. At
December 31, 2011, the Company has net operating loss carryforwards for tax
purposes of approximately $230,000 which expire through 2030. The Company has
recorded a valuation allowance that fully offsets deferred tax assets arising
from net operating loss carryforwards because the likelihood of the realization
of the benefit cannot be established.

The Internal Revenue Code contains provisions that may limit the net
operating loss carryforwards available if significant changes in stockholder
ownership of the Company occur.

NOTE 6 RELATED PARTY TRANSACTIONS

On November 10, 2008, the company entered into agreement to acquire the
intellectual properties of two (2) pending patents (after consolidation) in the
specific area of fluorescent bulbs for $6,862. This agreement was entered into
the exact same three (3) officers and directors that are the present officers
and directors of our company. We issued a total of 6,862,500 shares for the
intellectual properties of these two (2) pending patents rather than the payment
of cash or equivalent as provided within said agreement.

On December 10, 2008, the company entered into an agreement with Steven
Adelstein, its independent consultant, for the amount of $60,000. This amount
($60,000) represented consulting services were rendered from January 1, 2009
until December 31, 2009 in equal monthly installments. Under the terms and
conditions of the agreement, the Company was advanced cash and cash equivalents
as required to pay for filing expenses including filing fees with the Securities
and Exchange Commission, audit fees for the audited financials as of December
31, 2008, and certain defined operating expenses. The balance for services
provided was for consulting from time to time by Mr. Adelstein as defined in
said agreement.

The total amount of $60,000 was financed by the Company from a note to
Mr. Adelstein, having interest commences to accrue at January 1, 2010, at 7.2%,
having both interest and principal payable with a balloon payment on December
31, 2012. The note was convertible into common shares at $0.05 per share at the
discretion of note holder, and assigns until December 31, 2012. There were no
pre-payment penalties and interest was compounded annually. The amount
outstanding at December 31, 2010 was $0 and at December 31, 2009 was $44,250.

Mr. Adelstein agreed to purchase an additional 525,000 common shares in
February, 2009 at $0.03 per share for a total of $15,750 therefore reducing his
note by $15,750. The company, on June 8, 2010, converted the total amount of Mr.
Adelstein's note for the issuance of common shares at $0.036 per share.

Mr. Adelstein is the husband of Judith Adelstein, a shareholder at
September 30, 2010. From time to time, the company borrows funds from
shareholders of the company. At December 31, 2011 and December 31, 2010, the
company owed $0 and $0, respectively.

The Company does not lease or rent any property. Office space and
services are provided without charge by a director and shareholder. Such costs
are immaterial to the financial statements and, accordingly, have not been
reflected therein. The officers and directors of the Company are involved in
other business activities and may, in the future, become involved in other
business opportunities. If a specific business opportunity becomes available,
such persons may face a conflict in selecting between the Company and their
other business interests. The Company has not formulated a policy for the
resolution of such conflicts.

F-14

ECOLIVEGREEN, CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD NOVEMBER 5, 2008 THROUGH DECEMBER 31, 2011

The officers and directors of the Company are involved in other
business activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the resolution
of such conflicts.

NOTE 7 PURCHASE AGREEMENT FOR INTELLECTUAL PROPERTY.

On November 5, 2008, EcoLiveGreen, Corp. entered into an Intellectual
Property Agreement with the inventor, developer and owner of three (3) patents
pending which claim commercial lighting technology having energy savings and
being environmentally friendly. Pursuant to this agreement, the Company acquired
solely the intellectual property and related rights to these three (3) pending
patents. The total consideration for the intellectual property purchased was the
issuance of 6,862,500 common shares of EcoLiveGreen, Corp. The issued common
shares were allocated, in part, to three (3) individuals involved with
facilitating the development of the intellectual property as defined in the
Intellectual Property Agreement. The three (3) individuals receiving common
shares are the officer and directors of our Company.

NOTE 8 INTELLECTUAL PROPERTY COSTS

The Company has capitalized costs of $6,862 in acquiring their
intellectual properties at December 31, 2011. The Company will began to amortize
its intellectual properties costs, using the straight-line method over the
estimated useful life of three (3) years, once it was put into service. At
December 31, 2011, the intellectual properties have not been put in service and
therefore, amortization has not commenced.

NOTE 9 EQUITY TRANSACTIONS

On November 8, 2008, the Company issued 6,862,500 shares of common
stock for the purchase of all rights, title and interest into the patent pending
application for the commercial lighting technology designed for commercial and
residential buildings to replace conventional drop ceiling troffers and to
replace the fluorescent bulbs used in the existing and conventional troffers.
The value of the purchase was determined to be the cost to create and develop
the patent application, which was $6,862.

On December 10, 2008, the Company issued 1,687,500 shares of common
stock to an independent consultant for services rendered in the amount of
$1,688.

In February, 2009, the Company issued 450,000 shares of common stock
for $0.025 per share to an investor for cash in the amount of $11,250.

In August, 2009, the Company issued 830,000 shares of common stock for
$0.03 per share pursuant to the company's Form S-1 filing with the Securities
and Exchange Commission to various investors for cash and consideration of
$24,900.

F-15

ECOLIVEGREEN, CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD NOVEMBER 5, 2008 THROUGH DECEMBER 31, 2011

In June, 2010, the company issued 2,420,000 shares of common stock for
$0.036 per share as follows:

o 550,000 shares of common stock for $19,800 to two (2) existing
stockholders.

o 1,870,000 shares of common stock for conversion of debt in the
amount of $67,320 to two (2) existing stockholders.

On June 8, 2010, the company amended its articles of incorporation and
bylaws to increase the authorized common stock to 500,000,000 common shares and
provide for 10,000,000 shares of "blank check" preferred stock, each with a par
value of $0.001 per share.

In September, 2010, the Company issued 300,000 shares of common stock
for $0.036 per share to Steven Adelstein, an existing stockholder and related
party, for cash in the amount of $11,000.

In December, 2010, the Company issued 300,000 shares of common stock
for $0.04 per share to Steven Adelstein, an existing stockholder and related
party, for cash in the amount of $12,000.

For the twelve (12) month period ending December 31, 2011, the company
issued 1,527,500 shares of common stock for $0.05 per share as follows:

o to related parties, Steven Adelstein (900,000 shares) and Tammi
Shnider (577,500 shares)

o to non-related parties, 50,000 shares

The company has no outstanding options and warrants at December 31,
2011 and 2010.

NOTE 10 SUBSEQUENT EVENTS

We evaluated subsequent events through the date and time our financial
statements were available on January 5, 2012.

F-16

TABLE OF CONTENTS Page No.

SUMMARY OF OUR OFFERING................................................. 2
DESCRIPTION OF PROPERTY................................................. 5
SUMMARY OF OUR FINANCIAL INFORMATION.................................... 5
RISK FACTORS............................................................ 5
USE OF PROCEEDS......................................................... 12
DETERMINATION OF OFFERING PRICE......................................... 12
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES........................... 13
THE OFFERING BY THE COMPANY............................................. 13
PLAN OF DISTRIBUTION.................................................... 14
LEGAL PROCEEDINGS....................................................... 15
BUSINESS................................................................ 15
STRATEGY AND SERVICE... ................................................ 18
INTELLECTUAL PROPERTY.. ................................................ 18
THE MARKET.............................................................. 18
MANAGEMENT.............................................................. 18
SALES AND MARKETING..................................................... 19
COMPETITION............................................................. 19
STAFFING................................................................ 19
EMPLOYEES AND EMPLOYMENT AGREEMENTS..................................... 19
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION............... 19
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL.................. 21
PLAN OF OPERATION....................................................... 21
LIQUIDITY AND CAPITAL RESOURCES......................................... 22
MANAGEMENT.............................................................. 23
CODE OF BUSINESS CONDUCT AND ETHICS..................................... 26
BACKGROUND OF OFFICERS AND DIRECTORS.................................... 26
EXECUTIVE COMPENSATION.................................................. 27
REMUNERATION OF DIRECTORS AND OFFICERS.................................. 27
PRINCIPAL STOCKHOLDERS.................................................. 28
DESCRIPTION OF SECURITIES............................................... 30
STOCK TRANSFER AGENT.................................................... 30
STOCK OPTION PLAN....................................................... 31
LITIGATION.............................................................. 31
EXPERTS................................................................. 31
WHERE YOU CAN FIND ADDITIONAL INFORMATION............................... 31
FINANCIAL STATEMENTS.................................................... F-1

DEALER PROSPECTUS DELIVERY OBLIGATION

Until _______, (90 days after the effective date of this prospectus) all dealers
that effect transactions in these securities whether or not participating in
this offering, may be required to deliver a prospectus. This is in addition to
the dealer obligation to deliver a prospectus when acting as underwriters and
with respect to their unsold allotments or subscriptions.

PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The registrant will pay for all expenses incurred by this offering. Whether or
not all of the offered shares are sold, these expenses are estimated as follows:

SEC Filing Fee and Printing .. $ 5,000*
Transfer Agent ............... 0
-------
TOTAL ................... $ 5,000
-------
* estimate

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our bylaws provide for the indemnification of our present and prior directors
and officers or any person who may have served at our request as a director or
officer of another corporation in which we own shares of capital stock or of
which we are a creditor, against expenses actually and necessarily incurred by
them in connection with the defense of any actions, suits or proceedings in
which they, or any of them, are made parties, or a party, by reason of being or
having been director(s) or officer(s) of us or of such other corporation, in the
absence of negligence or misconduct in the performance of their duties. This
indemnification policy could result in substantial expenditure by us, which we
may be unable to recoup.

Insofar as indemnification by us for liabilities arising under the Securities
Exchange Act of 1934 may be permitted to our directors, officers and controlling
persons pursuant to provisions of the Articles of Incorporation and Bylaws, or
otherwise, we have been advised that in the opinion of the SEC, such
indemnification is against public policy and is, therefore, unenforceable. In
the event that a claim for indemnification by such director, officer or
controlling person of us in the successful defense of any action, suit or
proceeding is asserted by such director, officer or controlling person in
connection with the securities being offered, we will, unless in the opinion of
our counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
us is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

(a) Prior sales of common share

EcoLiveGreen is authorized to issue up to 500,000,000 shares of common stock
with a par value of $0.001. As of December 31, 2011, we had issued 14,377,500
common shares. At March 8, 2012, we had a total of 14,377,500 common shares
outstanding as summarized below:

o In November, 2008, the Company issued 6,862,500 shares of common stock to
our three (3) officers and directors for the purchase of intellectual
property.

o In December, 2008, the Company issued 1,687,500 shares of common stock to
an independent consultant for services rendered.

o In February, 2009, the Company issued 450,000 shares of common stock for
$0.025 per share to an investor.

o In August, 2009, the Company issued 830,000 shares of common stock for
$0.03 per share pursuant to the company's initial Form S-1 filing with the
Securities and Exchange Commission.

II-1

o In June, 2010, the Company issued 2,420,000 shares of common stock for
$0.036 per share to four (4) existing stockholders.

o In September, 2010, the Company issued 300,000 shares of common stock for
$0.036 per share to Steven Adelstein, an existing stockholder, consultant
and related party.

o In December, 2010, the Company issued 300,000 shares of common stock for
$0.04 per share to Steven Adelstein, an existing stockholder, consultant
and related party.

o For the twelve (12) month period ending December 31, 2011, the company
issued 1,527,500 shares of common stock for $0.05 per share of which
1,477,500 was issued to related parties and the balance (50,000 shares) to
non-related parties.

Of the 14,377,500 shares outstanding at March 8, 2012, 13,547,500 common shares
were not registered under the Securities Act of 1933, as amended: under
exemption contained in Section 4(2) of the Securities Act of 1933 and the rules
and regulations thereunder.

No such issuance of the 14,377,500 shares involved the use of the underwriter,
no advertising or public solicitation was involved. The securities are
restrictive legend at date of issuance and no commissions were paid in
connection with the issuance of any of the securities.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following exhibits are filed as part of this registration statement,
pursuant to Item 601 of Regulation K. All exhibits have been previously filed
unless otherwise noted.

EXHIBIT NO. DOCUMENT DESCRIPTION
----------- --------------------
3.1 Articles of Incorporation (incorporated by reference to restated
and amended Articles of Incorporation included as Exhibit 3.3 to
Form 8-K filed with the Securities and Exchange Commission on June
10, 2010).

3.2 By-laws (incorporated by reference to restated and amended By-laws
included as Exhibit 3.4 to Form 8-K filed with the Securities and
Exchange Commission on June 10, 2010).

5.1 Opinion of Legal Counsel (to be filed by amendment).

10.1 Purchase Agreement with Mag-E-Tech, Inc. included as Exhibit 10.1
to Form S-1 filed with the Securities and Exchange Commission on
February 24, 2009.

10.2 Consulting Agreement with Independent Contractor included as
Exhibit 10.2 to Form S-1 filed with the Securities and Exchange
Commission on February 24, 2009.

14 Code of Ethics (incorporated by reference to Exhibit 14 to
Registration Statement on Form S-1 filed with the Securities and
Exchange Commission on February 24, 2009).

23.1 Consent of Independent Registered Public Accountants.

23.2 Consent of Legal Counsel (included in Exhibit 5.1).

101 Interactive Data Files of Financial Statements and Notes.

II-2

ITEM 17. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy and as expressed in the Act and
is, therefore, unenforceable.

The Company hereby undertakes to:

(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

i. Include any prospectus required by Section 10(a)(3) of the
Securities Act;

ii. Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in the
registration statement.

iii. Include any additional or changed material information on the
plan of distribution.

(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.

(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.

(4) For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Company under Rule 424(b)(1) or (4) or 497(h) under the
Securities Act as part of this registration statement as of the time the
Commission declared it effective.

(5) For determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration statement,
and that offering of the securities at that time as the initial bona fide
offering of those securities.

(6) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, we have
been advised by the Securities and Exchange Commission that such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable.

In the event that a claim for indemnification against such liabilities (other
than the payment by us of expenses incurred or paid by one of our directors,
officers or controlling persons in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, we will, unless in the opinion
of our counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
us is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing of this Form S-1 and has authorized this registration
statement to be signed on its behalf by the undersigned in the City of Parkland,
Florida on March 9, 2012.

ECOLIVEGREEN CORP.

By: /s/ Len Bryan
-------------
Len Bryan
President, Principal Executive Officer,
Secretary and Director

By: /s/ Alfred H. Tracy III
-----------------------
Alfred H. Tracy III
Vice President, Principal Financial and
Accounting Officer and Director

Know all men and women by these present, that each person whose signature
appears below constitutes and appoints Len Bryan as agent, with full power of
substitution, for his and in his name, place and stead, in any and all
capacities, to sign any and all amendments, including post-effective amendments,
to this registration statement, and to file the same, therewith, with the
Securities and Exchange Commission, and to make any and all state securities law
filings, granting unto said attorney-in-fact and agent, full power and authority
to do and perform each and every act and thing requisite or necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying the confirming all that said
attorney-in-fact and agent, or any substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

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

Signature Title Date
--------- ----- ----

/s/ Len Bryan President, Principal Executive March 9, 2012
------------- Officer, Secretary and Director
LEN BRYAN

/s/ Paul L. Culler Vice President and Director March 9, 2012
------------------
PAUL L. CULLER

/s/ Alfred H. Tracy III Vice President, Chief Financial March 9, 2012
----------------------- Officer, Principal Financial and
ALFRED H. TRACY III Accounting Officer and Directo

Ecolivegreen Corp - FORM S-1 - March 15, 2012

Attached files

Ecolivegreen Corp Reports