Inelco Corp - FORM 10-K/A - August 22, 2012

Attached files

file	filename
EX-32.1 - CERTIFICATION - Inelco Corp	ontc_ex321.htm
EX-31.2 - CERTIFICATION - Inelco Corp	ontc_ex312.htm
EX-31.1 - CERTIFICATION - Inelco Corp	ontc_ex311.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 2 TO

FORM 10-K

Mark One

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

For the fiscal year ended December 31, 2011

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

For the transition period from ______ to _______

COMMISSION FILE NO. 000-53104

ONTECO CORPORATION

(Name of small business issuer in its charter)

NEVADA		90-0335743
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

19495 Biscayne Blvd.

Suite 411

Aventura, Florida 33180

(Address of principal executive offices)

(305) 932-9795

(Issuer's telephone number)

Securities registered pursuant to Section 12(b) of the Act:		Name of each exchange on which registered:
NONE

N/A

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

Securities registered pursuant to Section 12(g) of the Act:

COMMON STOCK, $0.001

(Title of Class)

Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. o

Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 403 of the Securities Act. o Yes x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes x No

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o Yes x No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained in this form, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated file, 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 filed	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the average bid and asked price of the common equity, as of the last business of the registrant’s most recently completed second fiscal quarter: June 30, 2011: $217,161

EXPLANATORY NOTE

This Annual Report on Form 10-K is being amended to check the correct box on the cover page indicating that the Company is required to file reports pursuant to Section 13 or Section 15(d) of the Act.

ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS

N/A

Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes o No o

APPLICABLE ONLY TO CORPORATE REGISTRANTS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.

Class Outstanding as of April 6, 2011 Common Stock, $0.001, 100,966,060 shares *

*This figure takes into account the Reverse Stock Split of 1:1,000 shares effected January 22, 2012.

DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (i) any annual report to security holders; (ii) any proxy or information statement; and (iii) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933 (the "Securities Act"). The listed documents should be clearly described for identification purposes (e.g. annual reports to security holders for fiscal year ended December 24, 1990).

N/A

Transitional Small Business Disclosure Format (Check one): Yes o No x

ONTECO CORPORATION

FORM 10-K

INDEX

		Page

Item 1.	Business		5

Item 1A.	Risk Factors		18

Item 1B.	Unresolved Staff Comments		28

Item 2.	Properties		28

Item 3.	Legal Proceedings		28

Item 4.	Mine Safety Disclosures		28

Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		29

Item 6.	Selected Financial Data		33

Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operation		34

Item 7A.	Quantity and Qualitative Disclosure About Market Risks

Item 8.	Financial Statements and Supplemental Data		48

Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		90

Item 9A.	Controls and Procedures		90

Item 9B.	Other Information		93

Item 10.	Directors, Executive Officers and Corporate Governance		93

Item 11.	Executive Compensation		94

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		96

Item 13.	Certain Relationships and Related Transactions and Director Independence		97

Item 14.	Principal Accountant Fees and Services		97

Item 15.	Exhibits and Financial Statement Schedules		98

Statements made in this Form 10-K that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

AVAILABLE INFORMATION

Onteco Corporation files annual, quarterly, current reports, proxy statements, and other information with the Securities and Exchange Commission (the "Commission"). You may read and copy documents referred to in this Annual Report on Form 10-K that have been filed with the Commission at the Commission's Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. You may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. You can also obtain copies of our Commission filings by going to the Commission's website at http://www.sec.gov.

PART I

ITEM 1.

BUSINESS

This Annual Report is being amended to include a footnote in the financial statements regarding the acquisition of NexPhase Lighting Inc., a privately held Florida corporation, and to include an additional convertible note in the disclosure regarding material commitments.

BUSINESS DEVELOPMENT

Onteco Corporation was organized under the laws of the State of Nevada on December 31, 2007 as part of the implementation of the Chapter 11 plan of reorganization of Arrin Systems, Inc. ("Arrin"). Arrin filed for Chapter 11 Bankruptcy in April 2007 in the U.S. Bankruptcy Court for the Southern District of California. Arrin's plan of reorganization was confirmed by the U.S. Bankruptcy Court for the Southern District of California on December 12, 2007 and became effective on December 30, 2007. The plan of reorganization provided for our establishment and the sale to us of Arrin's proprietary software (used in the employee background screening industry) in exchange for 567,324 shares of our common stock, which were distributed to Arrin's general unsecured creditors. The shares of common stock were distributed to Arrin’s general unsecured creditors pursuant to section 1145 of the Bankruptcy code and were exempt from the registration requirements of Section 5 of the Securities Act of 1933 and any state or local law requiring registration for an offer or sale of securities.

Agreement for the Purchase of Common Stock and Warrants

Effective September 16, 2009, Daniel C. Masters, Attorney at Law, representing certain selling shareholders and warrant holders (collectively, the “Sellers”) and Westmount Securities Corp., a corporation organized under the laws of the Province of Quebec, representing certain purchasers (collectively, the “Purchasers”) entered into that certain agreement for the purchase of common stock and warrants (the “Purchase Agreement”). In accordance with the terms and provisions of the Purchase Agreement, the Sellers sold 4,990,000 shares of our common stock and 5,000,000 warrants to purchase shares of our common stock (the “Warrants”) in exchange for $275,000. In further accordance with the terms and provisions of the Purchase Agreement, the initial $10,000 was deposited on or before September 22, 2009 and the remaining final payment of $265,000 was to be paid by September 30, 2009. All funds were paid accordingly.

Share Purchase Agreement

Effective on November 25, 2010, Eilay Maman and Oyster Shell Investments LLLP (collectively, the “Seller”), who are the record holders of an aggregate 28,915,810 shares of our common stock entered into a share purchase agreement dated November 25, 2010 (the “Share Purchase Agreement”) with Dror Svorai, our current President/Chief Executive Officer (“Svorai”). In accordance with the terms and provisions of the Share Purchase Agreement, the Seller sold the 28,915,810 shares of restricted common stock to Svorai at a price of $0.011 per share for a total purchase price of $325,000.00. The terms and provisions of the Share Purchase Agreement provide that: (i) $150,000 is to be paid upon execution; (ii) $50,000 is due and owing on January 15, 2011; (iii) $50,000 is due and owing on February 15, 2011; and (iv) $75,000 is due and owing on March 15, 2011. As of the date of this Annual Report, an aggregate amount of $275,000 has been paid to the Seller. The parties have agreed that the final payment due date of March 15, 2011 is extended to April 30, 2011. Until the purchase price is paid in full by Svorai, the shares of common stock are being held in an escrow account to be released pro-rata to Svorai as the installments are paid to the Seller by Svorai. The sale and purchase of the 28,915,810 shares of our common stock constituted approximately 29.8% of the total issued and outstanding shares.

In accordance with the further terms and provisions of the transactions and the appointment of Svorai as our sole executive officer, President/Chief Executive Officer, Secretary, Treasurer/Chief Financial Officer, and as sole director, we issued 12,500,000 shares of our restricted common stock to Svorai. This resulted in a change in control and new business operations.

RECENT DEVELOPMENTS

Certificate of Amendment – Increase in Authorized Capital

On January 18, 2011, our Board of Directors and shareholders holding a majority of the total issued and outstanding shares of common stock pursuant to written consents in lieu of a meeting approved a further amendment to our Articles of Incorporation to increase the authorized capital (the “2011 Amendment”). The 2011 Amendment was filed with the Nevada Secretary of State on January 19, 2011 increasing our authorized capital from 350,000 shares of common stock to 750,000,000 shares of common stock, par value $0.001, and 100,000,000 shares of preferred stock, par value $0.001.

Our Board of Directors may authorize the issuance from time to time of shares of our stock of any class, whether now or hereafter authorized, or securities convertible into shares of its stock of any class, whether now or hereafter authorized, for such consideration as the Board of Directors may deem advisable, subject to such restrictions or limitation, if any, as may be set forth in our bylaws.

The preferred stock may also be issued by us from time to time in one or more series and in such amounts as may be determined by our Board of Directors. The designations, voting rights, amounts of preference upon distribution of assets, rates of dividends, premiums of redemption, conversion rights and other variations, if any, the qualifications, limitations or restrictions thereof, shall be such as are fixed by our Board of Directors, authority to do so being hereby expressly granted and as are stated and expressed in a resolution or resolutions adopted by our Board of Directors providing for the issue of such series of preferred stock.

Designation of Preferred Stock

On January 19, 2011, we filed a designation of Series A preferred stock with the Nevada Secretary of State designating a series of 1,000,000 shares of preferred stock as Series A Preferred Stock (the “Series A Preferred Stock”) with a stated value of $0.001 per share. The Series A Preferred Stock holder shall be entitled to receive dividends payable via cash or stock in parity with the common stock holders. The holder of the shares of Series A Preferred Stock shall be entitled to vote on all matters submitted to a vote of our stockholders and shall have ten thousand (10,000) votes for every one (1) share of Series A Preferred Stock held at the record date for the determination of stockholders entitled to vote on such matters. One share of Series A Preferred Stock shall be convertible at the option of the Holder into one thousand (1,000) shares of common stock.

Taking into consideration the Reverse Stock Split, each share of Series A Preferred Stock shall be adjusted by multiplying the Series A conversion rate by a fraction (x) the numerator of which is the total number of shares of common stock issued and outstanding immediately after the time of such subdivision, combination or consolidation, and (y) the denominator of which is the total number of shares of common stock issued and outstanding immediately prior to such subdivision, combination or consolidation.

In the event of any voluntary or involuntary liquidation, dissolution or winding up, our assets available for distribution to stockholders shall be distributed among the holders of the shares of Series A Preferred Stock and common stock, pro rata based on the number of shares held by each such holder, treating for this purpose all such securities as if they had been converted to common stock pursuant to the terms hereof immediately prior to such dissolution, liquidation or winding up.

The shares of Series A Preferred Stock are not redeemable.

See “Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Certificate of Amendment – Name Change

On March 29, 2011, we filed a Certificate of Amendment with the Nevada Secretary of State in order to change our name from “InfoSpi Inc.” to “Onteco Corporation” (the “Name Change”). The Name Change was effective with the Nevada Secretary of State on March 29, 2001 when the Certificate of Amendment was filed. The Name Change was approved by our Board of Directors pursuant to written conent resolutions dated March 15, 2011 and further approved by certain shareholders holding a majority of our total issued and outstanding shares of common stock pursuant to written consent resolutions dated March 16, 2011.

We filed the appropriate documentation with FINRA in order to effectuate the Name Change in the OTC Markets. The Name Change was effected on the OTC Markets April 11, 2011. Our new cusip number is 683311104.

Therefore, as of the date of this Annual Report, our trading symbol is “ONTC”. Our management deemed it appropriate to change our name to Onteco Corporation in furtherance of and to better reflect the nature of our new business operations.

Reverse Stock Split

On November 2, 2011, our Board of Directors and our controlling shareholder approved the reverse stock split of our issued and outstanding shares on the basis of 1 share for every 1,000 shares then issued and outstanding (the “Reverse Stock Split”). On January 10, 2012, FINRA advised us that they had finalized their review and the Effective Date for the reverse split was January 11, 2012. As of that date and for the subsequent 20 days thereafter, our shares traded under the symbol “ONTCD”. At the time of the Reverse Stock Split the issued and outstanding shares were 981,555,947. After giving effect to the Reverse Stock Split, the issued and outstanding shares were 981,622 after giving effect to the round-up of shares. As of the date of this Annual Report, our shares trade under the symbol “ONTC”. Our new cusip number is 683311203.

Certificate of Amendment – Increase in Authorized Capital

On November 14, 2011, our Board of Directors and shareholders holding a majority of the total issued and outstanding shares of common stock pursuant to written consents in lieu of a meeting approved a further amendment to our Articles of Incorporation to increase the authorized capital (the “November 2011 Amendment”). The November 2011 Amendment was filed with the Nevada Secretary of State on November 14, 2011 increasing our authorized capital from 750,000 shares of common stock to 2,000,000,000 shares of common stock, par value $0.001, and 10,000,000 shares of preferred stock, par value $0.001.

Certificate of Amendment – Decrease in Authorized Capital

On April 3, 2012, we filed a Certificate of Amendment with the Nevada Secretary of State to reduce our authorized capital from 2,000,000,000 shares of common stock, par value $0.001, to 300,000,000 shares of common stock, par value $0.001, and 10,000,000 shares of preferred stock, par value $0.001 (the “Decrease in Authorized”). The Decrease in Authorized was effective with the Nevada Secretary of State on April 3, 2012 when the Certificate of Amendment was filed. The Decrease in Authorized was approved by our Board of Directors pursuant to written conent resolutions dated March 29, 2012 and further approved by the shareholders holding a majority of the total issued and outstanding shares of common stock pursuant to written consent resolutions dated March 29, 2012.

Please note that throughout this Annual Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "InfoSpi" or “Onteco Corporation” refers to Onteco Corporation.

TRANSFER AGENT

Our transfer agent is Action Stock Transfer Corporation, 7069 Highland Drive, Suite 300, Salt Lake City, Utah 64121.

BUSINESS OPERATIONS

NexPhase Lighting

Effective on February 14, 2011, our Board of Directors approved and authorized the execution of a definitive agreement dated February 14, 2011 (the “Agreement”) with NexPhase Lighting, Inc., a privately held Florida corporation (“NexPhase”)., and the shareholders of NexPhase (the “NexPhase Shareholders”). In accordance with the terms and provisions of the Agreement: (i) we acquired from the NexPhase Shareholders an aggregate 60,622,000 shares of common stock of NexPhase representing the total issued and outstanding shares of NexPhase; (ii) in exchange therefore, we issued to the NexPhase Shareholders an aggregate 67,500,000 shares of our restricted common stock in proportion to the equity holdings of the NexPhase Shareholders; (iii) NexPhase transferred and assigned to us all existing material contracts including those related to distribution, licensing and marketing and those dealing with the grant of rights for the use of any and all intellectual property; (iv) we assumed all other assets of NexPhase, including licenses, royalty rights, equipment, product designs, marketing and sale materials, logos, trademarks, copyrights and website; and (v) we further assumed certain liabilities of NexPhase, including all trade and debt obligations. Therefore, as of the date of this Annual Report, NexPhase has become our wholly-owned subsidiary.

The acquisition is being accounted for under the purchase method.

NexPhase is in the business of designing, developing, manufacturing and marketing a high quality and high efficiency full line of LED intelligent lighting fixtures and control systems for commercial applications and projects involving both new construction and retrofits (the “LED Lighting Fixtures”). NexPhase uses the highest quality products in the manufacture of its LED Lighting Fixtures which provides customers with an approximate six-year or 50,000 hour warranty on its fixtures. By utilizing world-class LEDs and photo-metrics and thermal management in the manufacture of the LED Lighting Fixtures, management believes that the NexPhase LED Lighting Fixtures of are of the highest quality and most reliable in lighting products. The LED Lighting Fixtures are as follows: (i) downlight troffer; (ii) reflective troffer, which adds an architectural flair to any space; (iii) high-bay fixtures, which provide a 50-70% energy savings over metal halide and high pressure sodium high bays; (iv) low-bay and parking garage fixtures, which provide a 50-70% savings over metal halide and high pressure sodium high bays; (v) MR-16 lamps with approximate 90% energy savings over conventional MR-16 with significantly less heat; and (vi) PAR 38 lamps with approximately 90% energy savings over conventional MR-16 with significantly less heat.

The LED Lighting Fixtures can be controlled through a variety of means. Permissions and the types of controls authorized are assigned during set-up. Fixtures or groups of fixtures can be controlled via a hand-held remote control, through any smart phone (i.e. iPhone) or via the computer. Moreover, the LED Lighting Fixtures are intelligent. They incorporate a MESH networking technology which allows the fixtures to communicate with each other wirelessly. The set-up and management of the LED Lighting Fixtures allows from the combining of multiple fixtures into a given group … specific offices, hallways, stairwells, conference rooms, etc.

NexPhase also has a patent pending “NexSense” technology that provides customers with an additional edge in lighting management and a return on investment. See – Intellectual Property and Patent” below. The LED Lighting Products incorporate advanced sensory features that expand a customer’s energy savings beyond just the use of energy saving LEDs as follows:

Proximity Sensing. The most energy saving light fixture available is one that is not on. Therefore, building on this premise, the NexPhase Proximity Sensor monitors movement within a given space and either dims or shuts the lights off if no movement has been sensed within a given period of time (configurable by the user).

Ambient Light Sensing. This sensor takes advantage of the sun’s free light energy. Once the occupant of an office sets the light level they like within their space, this sensor monitors the light level throughout the date. If more light comes into the office as the sun rises, the sending system reduces the amount of light being given off by the fixture to ensure the light level within the space remains the same. The reverse is also true. If storm clouds move in and block the sublight that was previously coming into the space, the sensing system increases the amount of light from the fixture up to the maximum output.

Management believes that the LED Lighting Fixtures provide further additional benefits, such as (i) higher quality lighting as compared to standard lighting systems; (ii) reduced heat generation resulting in lower HVAC costs in warm environments; (iii) elimination of the release of mercury and other harmful chemicals into landfills at the end of the fixtures life cycle; (iv) less energy consumption to run the fixtures, which results in less green house gasses released into the atmosphere; (v) lower maintenance costs for business owners associated with the replacement of standard lamps and tubes based upon the LED Lighting Fixtures lifespan of 50,000 to 60,000 hours; (vi) easy installation and individual fixture programmability; (vii) instant “on”; and (viii) vibration and shock resistant.

INDUSTRY

The U.S Department of Energy, or the DOE, estimates that lighting accounted for 25% of U.S. electricity consumption in 2010. Accordingly, adoption of energy efficient lighting is increasingly being acknowledged as a critical means to reduce energy consumption from an environmental perspective and to mitigate the need for investments in new electrical generation capacity.

LEDs, which are solid state semiconductor devices that emit light when electric current is passed through them are, according to the DOE, the most promising technology for reducing energy consumption by lighting. Key benefits of LED lighting products relative to traditional sources of lighting include greater energy efficiency, longer lifetime, improved durability, increased environmental friendliness, digital controllability, smaller size, directionality, immediate full intensity and lower heat output.

Since the development of high brightness LEDs in the 1990s, LED technology has continued to advance rapidly, driving improvements in both product efficacy as well as cost of manufacturing. LEDs have a demonstrated history of rapid adoption in various applications when their total cost of ownership, including both purchase price and ongoing energy and maintenance costs, declines to a point that warrants their use. Reductions in total cost of ownership, which are primarily driven by increased product efficacy and lower purchase prices, improve users’ return on investment in LED technology and shorten the payback period for LEDs relative to other lighting technologies. We expect that as payback periods further shorten, LED adoption will accelerate across a growing range of applications in general illumination. We believe the following trends, in addition to improving product efficacy and declining purchase prices, will play key roles in this industry transition: (i) continuing improvements in LED technology that will further increase light quality; (ii) increasing focus on energy efficiency among individuals as well as public and private entities; (iii) greater demand for lighting solutions with design differentiation and enhanced functionality, including digital controls; (iv) growing demand for electricity that may increasingly drive utilities and governmental agencies to provide greater financial incentives for energy efficient lighting technologies including LED lighting; (v) government regulations worldwide effectively eliminating incandescent bulb sales, including in the European Union by December 31, 2012 and in the United States by December 31, 2014; (vi) government regulations worldwide effectively eliminating incandescent bulb sales, including in the European Union by December 31, 2012 and in the United States by December 31, 2014; and (vii) government programs aimed at promoting awareness and improving quality and user experience of energy efficient products, which have established energy-efficiency accreditation and labeling guidelines for qualified products.

MATERIAL CONTRACTS

Purchase Orders

During fiscal year 2011, we received an order to supply over 800 units of our 5 watt MR16 and 15 watt PAR38 lamped LED product to the 1060 Brickell Avenue Condominium Association. We generated approximately $40,000 in revenue. The products have been on trial at the two tower facility since July 2010 and January 2011, the board of directors of the condominium association approved the first phase of LED adoption in the buildings. The 5 watt MR16 product is primarily used in the interior of the building and will be deployed throughout the lobby and residential areas. It will be replacing 10 watt halogen lamps. The 15 watt PAR 38 product will be used mainly in the exterior entrance area and will be replacing 100 watt halogen lamps. Management believes that the first phase of the LED retrofit project is projected to save the association about $4,000 monthly in electricity costs with a full payback in approximately one year.

We also fulfilled an initial purchase order with NYU-Poly resulting in revenue of $318,000.

Ingredient Branding and Trademark License Agreement

On March 3, 2011, we entered into an ingredient branding and trademark license agreement (the “Branding and License Agreement”) with Cree, Inc. (“Cree”), which is a market-leading innovator of lighting class LEDs. In accordance with the terms and provisions of the Branding and License Agreement, Cree will provide to us their MX-6 LEDs for use in our troffer. We believe that the MX-6 provides better color consistency and higher reliability than incumbent solutions. The MX-6 delivers higher lumen output without having to compromise between light output and efficacy. We will also be able to display the Cree logo on our website, marketing materials and packaging.

Consulting Agreements

CEC Consulting Agreement. On December 10, 2010, we entered into a consulting agreement (the “CEC Consulting Agreement”) with Corporate Excellence Consulting LLC (“CEC”). In accordance with the terms and provisions of the CEC Consulting Agreement: (i) CEC shall perform such services in connection with business development and marketing and growth capital funding; and (ii) we shall issue to CEC 16,000 shares of our restricted common stock.

Effective February 22, 2011, we entered into a termination and settlement agreement (the “Termination Agreement”) with CEC. In accordance with the terms and provisions of the Termination Agreement: (i) CEC is to return share certificate no. 1332 evidencing the issuance of the 16,000 shares of common stock, which will be cancelled and returned to treasury; and (ii) we shall issue to CEC 2,000 shares as settlement for services rendered by CEC to us. As of the date of this Annual Report, the 16,000 shares have not been cancelled or returned to treasury.

FIS Agreement. On December 1, 2010, we entered into an agreement (the “FIS Agreement”) with Financial Insights & Solutions Inc. (“FIS”). In accordance with the terms and provisions of the FIS Agreement: (i) FIS shall provide consulting services to us in the form of a senior administrator support for business transactions and coordination of outside legal and accounting services and other corporation matters and general business counsel relating to our overall business; (ii) we shall pay FIS an hourly rate of $175.00 for performance of such services; and (iii) issue to FIS 4,000 shares of our restricted common stock.

Kodiak Capital. On March 15, 2011, we entered into a consulting agreement (the “Kodiak Agreement”) with Kodiak Capital (“Kodiak”). In accordance with the terms and provisions of the Kodiak Agreement: (i) Kodiak shall perform such services in connection with business development and marketing and growth capital funding; and (ii) we shall issue to Kodiak 1,667 shares of our restricted common stock.

Tracy Clinton. On March 17, 2011, we entered into a consulting agreement (the “Clinton Agreement”) with Tracy Clinton (“Clinton”). In accordance with the terms and provisions of the Clinton Agreement: (i) Clinton shall perform such services in connection with business development and marketing and growth capital funding; and (ii) we shall issue to Clinton 100 shares of our restricted common stock.

Eric Weinberger. On March 23, 2011, we entered into a consulting agreement (the “Weinberger Agreement”) with Eric Weinberger (“Weinberger”). In accordance with the terms and provisions of the Weinberger Agreement: (i) Weinberger shall perform such services in connection with business development and marketing and growth capital funding; and (ii) we shall issue to Weinberger 1,000 shares of our restricted common stock.

Dominick Falso. On March 23, 2011, we entered into a consulting agreement (the “Falso Agreement”) with Dominick Falso (“Falso”). In accordance with the terms and provisions of the Falso Agreement: (i) Falso shall perform such services in connection with business development and marketing and growth capital funding; and (ii) we shall issue to Faslo 1,250 shares of our restricted common stock.

Michael Zoyes. On March 23, 2011, we entered into a consulting agreement (the “Zoyes Agreement”) with Michael Zoyes (“Zoyes”). In accordance with the terms and provisions of the Zoyes Agreement: (i) Zoyes shall perform such services in connection with business development and marketing and growth capital funding; and (ii) we shall issue to Zoyes 1,000 shares of our restricted common stock.

Virmmac LLC. On April 5, 2011, we entered into a consulting agreement (the “Virmmac Agreement”) with Virmmac LLC (“Virmmac”). In accordance with the terms and provisions of the Virmacc Agreement: (i) Virmmac shall perform such services in connection with business development and marketing and growth capital funding; and (ii) we shall issue to Virmmac 1,200 shares of our restricted common stock.

Charles Neustein. On May 23, 2011, we entered into a consulting agreement the “Neustein Agreement”) with Charles Neustein (“Neustein”). In accordance with the terms and provisions of the Neustein Agreement: (i) Neustein shall perform such services in connection with business development and marketing and growth capital funding; and (ii) we shall issue to Neustein 1,000 shares of our restricted common stock.

Virmmac LLC. On June 7, 2011, we entered into a further consulting agreement (the “Virmmac Agreement”) with Virmacc. In accordance with the terms and provisions of the Virmmac Agreement: (i) Virmmac shall perform such services in connection with business development and marketing and growth capital funding; and (ii) we shall issue to Virmmac 2,000 shares of our restricted common stock.

See “Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

TARGET MARKETS AND CUSTOMERS

We intend to target applications across several markets for which the return on investment, total cost of ownership and other benefits of LED lighting currently present clear and compelling reasons for its use. We believe that in many instances the products we will offer to our customers will have less than a two year payback depending on the cost of electricity, the efficiency and useful life of the replaced lamps or luminaires, and other factors including customer-specific characteristics such as daily duration of lighting use and ease or cost of incumbent lighting technology replacement. The exact payback period required to drive LED lighting adoption varies by application and end-user and is influenced by the perceived value of other benefits of LED lighting for a given application as well as individual end-user willingness to invest in the higher upfront cost of LED lighting. We expect that as payback periods further shorten, LED adoption will accelerate across a growing range of applications and we expect to broaden our target applications and roster of customers accordingly.

Residential and office. We intend to offer a line of retrofit lamps and luminaires targeted to compete with traditional incandescent and incandescent halogen lamps and luminaires for commercial and residential lighting applications.

Retail and hospitality. The market for lighting in the retail and hospitality environment is both large and varied and includes products for malls, retail stores, hotels and resorts, cruise ships and restaurants.

Government-owned and private infrastructure. Public and private infrastructure includes outdoor facilities and spaces that are managed by government and private entities. Primary applications in this market may include lighting for streets and highways, parking lots, airports, ports, railroads, utilities and other large outdoor areas. Street and highway lighting represents the largest segment within the infrastructure market with the number of street and area lights in the United States alone estimated at over 100 million fixtures. Although LED lighting currently represents only a small part of this market, we expect it to grow significantly due to increasing customer awareness of the benefits of LED technology, including longer lifetime, which reduces the need for costly and disruptive replacement and maintenance, and the improving performance and declining cost of LED lighting products.

RESEARCH AND DEVELOPMENT

We believe that our ongoing success depends in part on our ability to improve our current products and to develop new products for both existing and new applications. Our research and development team focuses on increasing the efficiency of all of the components and subsystems that comprise our products including power supplies, thermal management solutions and optical systems as well as on designing these components and subsystems for improved aesthetics and reduced total product cost. This goes beyond the optimization of existing technologies and includes the dedication of significant resources toward the development of new materials and methods related to these components and subsystems.

We have assembled a team of individuals to conduct our research and development with varying degrees in disciplines, including power electronics, lighting, thermal and mechanical engineering, materials science and cellular and molecular biology. These professionals combine a thorough understanding of the sciences required to develop LED lighting products with significant lighting application experience. Our research and development capabilities are enhanced through collaborations with leaders in a wide range of fields, including advanced material science and semiconductor performance.

Pilot Program

On February 3, 2011, our 50 watt LED down lighting retrofit fixture was selected by a large south Florida metropolitan public transit system for the purpose of completing an economic study on the energy and cost savings to be achieved by our proprietary lighting fixtures in some of the most highly trafficked facilities. Management believes that this study will evidence the already achieved preliminary installation serves to validate our reputation among large commercial and municipal customers, our prime market. As of the date of this Annual Report, it is anticipated that the first stage of this large scale multi-year implementation will be initiated later in 2012.

COMPETITION

Our industry is highly competitive. We face competition from both traditional lighting technologies provided by numerous vendors as well as from LED-based lighting products provided by a growing roster of industry participants. The LED lighting industry is characterized by rapid technological change, short product lifecycles and frequent new product introductions, and a competitive pricing environment. These characteristics increase the need for continual innovation and provide entry points for new competitors as well as opportunities for rapid share shifts.

Relative to traditional lighting technologies, we primarily compete on the basis of the numerous benefits of LED lighting technology, such as greater energy efficiency, longer lifetime, improved durability, increased environmental friendliness, digital controllability, smaller size, directionality and lower heat output. We will compete primarily on the basis of our product performance as measured by efficacy, light quality and reliability, as well as on product cost. In addition to the aforementioned factors which generally contribute to total cost of ownership and product quality, we will also compete on the basis of our broad product portfolio and strong channel relationships. We believe our differentiated product design approach, proprietary technology and deep understanding of the lighting applications we address enable us to compete favorably on all of these factors.

Currently, we view our primary competition to be large, established companies in the traditional general lighting industry such as Acuity Brands, Cooper Industries, General Electric Company, Osram Sylvania, Panasonic Corporation, Koninklijke Philips Electronics N.V., or Philips, and Zumtobel Lighting GmbH. Certain of these companies also provide, or have undertaken initiatives to develop, LED lighting products as well as other energy efficient lighting products. Additionally, we face competition from a fragmented universe of dedicated smaller niche as well as low-cost offshore providers of LED lighting products. We also expect other large technology players with LED technology that are currently focused on other end markets for LEDs, such as backlighting for LCD displays, to increasingly focus on the general illumination market as their existing markets saturate and LED use in general illumination grows. In addition, we may compete in the future with vendors of new technological solutions for energy efficient lighting.

Some of our current and future competitors are larger companies with greater resources to devote to research and development, manufacturing and marketing, as well as greater brand name recognition and channel access. Some of our more diversified competitors could also compete more aggressively with us by subsidizing losses in their LED lighting businesses with profits from other lines of business. Moreover, if one or more of our competitors or suppliers were to merge with one another, the change in the competitive landscape could adversely affect our customer, channel or supplier relationships, and, as a result, our competitive position. Additionally, any loss of a key channel partner, whether to a competitor or otherwise, could severely and rapidly damage our competitive position.

INTELLECTUAL PROPERTY AND PATENT

The creation and use of proprietary intellectual property is a key aspect of our strategy to differentiate ourselves in the marketplace. We seek to protect our proprietary technologies by obtaining patents and licenses, retaining trade secrets and defending, enforcing and utilizing our intellectual property rights, where appropriate. We believe this strategy allows us to preserve the advantages of our products and technologies, and helps us to improve the return on our investment in research and development.

As of the date of this Annual Report, we have filed a U.S. patent application. The patent is a utility patent that covers our intelligent solution and was filed with the United States Patent, Trademark and Copyright Office on February 10, 2011. When we believe it is appropriate and cost effective, we intend to make corresponding international, regional or national filings to pursue patent protection in other parts of the world. In some cases, we rely on confidentiality agreements and trade secret protections to protect our proprietary technology. In addition, we license and have cross-licensing arrangements with respect to third-party technologies that are incorporated into some elements of our design activities, products and manufacturing processes.

The LED industry is characterized by the existence of a significant number of patents and other intellectual property, and by the vigorous pursuit, protection and enforcement of intellectual property rights. As is customary in the industry, many of our customer agreements require us to indemnify our customers for third-party intellectual property infringement claims. Claims of this sort could harm our relationships with our customers and might deter future customers from doing business with us. With respect to any intellectual property rights claims against us or our customers or distributors, we may be required to cease manufacture of the infringing product, pay damages, expend resources to defend against the claim and/or develop non-infringing technology, seek a license or relinquish patents or other intellectual property rights. We believe our extensive intellectual property portfolio, along with our license arrangements, provide us with considerable advantage relative to new entrants to the industry and smaller LED providers in serving sophisticated customers.

Intellectual Property Appraisal Report

On approximately February 22, 2011, we received an intellectual property appraisal services reports (the “Appraisal Services Report”) from Pellegrino & Associates LLC (“Pellegrino”). The Appraisal Services Report was commissioned by us regarding the value of the new patent pending NexPhase intellectual property, which is estimated at approximately $17,200,000. The key points contained in the Appraisal Services Report are as follows:

The valuation model indicates the fair market value of the intellectual property at a 90% confidence level is between $6,820,229 and $41,109,593, with a mean value of $19,710,311 and a median value of $17,216,091. Pellegrino used the statistical median as its expected value, as it removes the impact of improbable outliers. Therefore, it is the opinion of Pellegrino, based upon a reasonable degree of probability within the valuation profession, that the fair market value of the intellectual property is $17,216,091 using the income approach to value.

Sustainable competitive advantages. For the intellectual to retain value, it is imperative that it maintain certain sustainable competitive advantages. Without these sustainable competitive advantages, market forces would erode any economic power of the intellectual property and drive a lower value.

·	Several key sustainable competitive advantages related to the intellectual property have been identified as follows:

(i)

Advanced features. Troffers that use the intellectual property come with several advanced features such as PWM dimming, an ambient light sensor, a proximity sensor, mesh networking capability, and Internet-based control and configuration. Pellegrino discussed these features in the intellectual property overview section of the Appraisal Services Report. No other troffers Pellegrino identified on the market today contain such features.

(ii)

Pricing. NexPhase offers troffers that use the intellectual property for a sale price of $400. As Pellegrino showed in its competitive market review, the troffers that use the intellectual property have an aggressive price in the market when considering the advanced features included, lumens per watt, and dollars per lumen.

(iii)

Lumens per watt. The troffers that use the intellectual property have a high lumen per watt output. As Pellegrino showed in its competitive market review, the troffers that use the intellectual property have a best-in-class lumens per watt output. The high lumen output allows NexPhase to conduct a site survey and reduce the number of fixtures required at a given location. A reduction in fixtures improves ROI and energy consumption. Pellegrino provided further detail on in its analysis of the value proposition for the intellectual property.

(iv)

Industry experience. NexPhase employees have extensive experience in the lighting and manufacturing industry. This experience enhances the likelihood that NexPhase will be successful in completing product development and establishing a high quality manufacturing facility. In fact, NexPhase began operations in June 2010 and has successfully deployed prototype troffers to customer locations for demonstration purposes.

U.S. based manufacturing. NexPhase can benefit from manufacturing products in the United States. The Buy American Provision of the Stimulus Act requires that stimulus money go to purchase goods manufactured in the United States rather than goods manufactured in another country. Any company or government agency using stimulus money to purchase goods must purchase the goods from a U.S. manufacturer. While there are other lighting manufacturers in the United States, NexPhase retains a competitive advantage over non-U.S.-based manufacturers for customers utilizing stimulus funding.

·	In consideration of Pellegrino’s analysis of the competitive advantages for the intellectual property, it is Pellegrino’s opinion, based upon a reasonable degree of probability within the valuation profession, that there are sufficient sustainable competitive advantages to create value.

The data suggests that NexPhase can provide unmatched value in advanced features, since no other troffer Pellegrino identified contained any integrated advanced features. NexPhase is at parity in the market with the expected life of its troffer. However, NexPhase is the only company to offer a seven-year warranty. NexPhase has the highest lumen output capability and lumens per watt. NexPhase also has the second lowest cost per lumen of output. The NexPhase product’s high lumen output enables lighting designers to reduce actual fixtures in the building potentially. Lighting designers would know for sure after performing a site survey. Naturally, an absolute reduction in fixtures provides additional savings.

According to Energy Star, good lighting design can reduce lighting electricity use by half and improve lighting quality. While these designs can sometimes be pricey, they usually pay for themselves in a matter of a few years. In addition, they offer more benefits by reducing the size of electrical systems and providing better lighting, which results in more effective work environments.

According to Egret Consulting, the LED lighting market for 2009 (fixtures and replacement lamps) was $2.3 billion and was expected to reach $3 billion by the end of 2010. For the entire LED component market, sales were $5.3 billion in 2009 and forecast to be $20 billion by 2014. Pike Research anticipates LED lighting to become a significant part of the commercial building market and have a 46% penetration level in the commercial, industrial, and outdoor stationary markets by 2020.

The United States spends approximately one-quarter of its electricity dollars on lighting at a cost of more than $37 billion yearly. The lighting industry covers industrial, residential, retail, etc. Lighting drives approximately 37% to 40% of electrical energy consumption in commercial spaces. In the target markets evaluated (Hospital, Education and Commercial Office) the estimated fixtures in the field to be replaced in the United States is 1.2 Billion.

REGULATIONS, STANDARDS AND CONVENTIONS

The products of NexPhase are generally required to meet the electrical codes of the jurisdictions in which they are sold. Meeting the typically more stringent codes established in the United States and the European Union usually allows our products to meet the codes in other geographic regions.

We believe that certain of our customers may require our products to be listed by Underwriters’ Laboratories, Inc. (“UL”). UL is a United States independent, nationally recognized testing laboratory, third-party product safety testing and certification organization. UL develops standards and test procedures for products, materials, components, assemblies, tools and equipment, chiefly dealing with product safety. UL evaluates products, components, materials and systems for compliance to specific requirements, and permits acceptable products to carry a UL certification mark, as long as they remain compliant with the standards. UL offers several categories of certification. Products that are “UL Listed,” are identified by the distinctive UL mark. We have undertaken to have all of our products meet UL standards and be UL listed. There are alternatives to UL certifications but we believe that customers and end-users tend to favor UL listing. Because LED lighting products are relatively new in the market, UL’s specifications and standards for LED lighting products such as ours are not well established and the prior established specifications and standards for traditional lighting products are sometimes difficult to achieve for LED lighting devices.

Certain that our products must meet industry standards, such as those set by the Illuminating Engineering Society of North America, or IES, and government regulations for their intended application. For example, street lights must meet certain structural standards and must also deliver a certain amount of light in certain positions relative to the installed luminaire. In the United States, luminaires must meet standards and regulations established in the Americans with Disabilities Act. We specifically develop and engineer our products to meet and/or exceed the standards and regulations applicable to the lighting applications they address.

We further believe that certain of our customers and end-users may also expect our products to meet the applicable “Energy Star” requirements. In addition to the UL and IES certifications, each of our products will have LM79 and LM80 approval. These three combined approvals will allow us to submit to Energy Star for their subsequent approval. As of the date of this Annual Report, not all styles of LED fixtures have active Energy Star campaigns but new form factors will continue to be added by Energy Star in the future. Energy Star is an international standard for energy efficient consumer products. To qualify for Energy Star certification, LED lighting products must pass a variety of tests to prove that the products have certain characteristics.

EMPLOYEES

We employ approximately five persons on a full-time or on a part-time basis. Dror Svorai is our sole officer, Chief Executive Officer/President, Secretary, Treasurer/Chief Financial Officer. Mr. Svorai is primarily responsible for all of our day-to-day operations. Other services are provided by outsourcing and consultant and special purpose contracts.

ITEM 1A. RISK FACTORS

An investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in evaluating us and our business before purchasing shares of our common stock. Our business, operating results and financial condition could be seriously harmed due to any of the following risks. The risks described below are all of the material risks that we are currently aware of that we are facing. Additional risks not presently known to us may also impair our business operations. You could lose all or part of your investment due to any of these risks.

RISKS RELATED TO OUR BUSINESS

We have a limited amount of revenues and a history of losses and may be unable to continue operations unless we can generate sufficient operating income from the sale of our products.

We have sustained operating losses since our inception. For fiscal year ended December 31, 2011, we generated revenue of $380,216 compared to $-0- during fiscal year ended December 31, 2010. As of December 31, 2011 and 2010, we had accumulated deficits of $2,590,932 and $777,741, respectively. As evidenced by these financial results, we may not be able to achieve or maintain profitability on a consistent basis. Continuing losses may exhaust our capital resources and force us to discontinue our operations.

We have yet to achieve positive cash flow, and our ability to generate positive cash flow is uncertain. If we are unable to obtain sufficient capital when needed, our business and future prospects will be adversely affected and we could be forced to suspend or discontinue operations.

Our operations have not generated positive cash flow for any reporting period since our inception, and we have funded our operations primarily through the issuance of common and preferred stock and short-term debt. Our limited operating history makes an evaluation of our future prospects difficult. The actual amount of funds that we will need to meet our operating needs will be determined by a number of factors, many of which are beyond our control. These factors include the timing and volume of sales transactions, the success of our marketing strategy, market acceptance of our products, the success of our manufacturing and research and development efforts (including any unanticipated delays), the costs associated with obtaining and enforcing our intellectual property rights, regulatory changes, competition, technological developments in the market, evolving industry standards and the amount of working capital investments we are required to make. Our ability to continue to operate until our cash flow from operations turns positive will depend on our ability to continue to raise funds through public or private sales of shares of our capital stock or through debt.

During this economic downturn, we may experience limited access to the capital and credit markets, and it remains uncertain whether we will be able to obtain outside capital when we need it or on terms that would be acceptable to us. We may primarily need to rely on financing or guaranties from our affiliates. There are no assurances that such related parties will provide financing on terms that are acceptable to us or at all. If we raise funds by selling additional shares of our common stock or securities convertible or exercisable into our common stock, the ownership interest of our existing stockholders will be diluted. If we are unable to obtain sufficient outside capital when needed, our business and future prospects will be adversely affected and we could be forced to suspend or discontinue operations.

If we are unable to manage any future growth effectively, our profitability and liquidity could be adversely affected.

Our growth is expected to place significant strain on our limited research and development, sales and marketing, operational and administrative resources. To manage any future growth, we must continue to improve our operational and financial systems and expand, train and manage our employee base. We also need to improve our supply chain management and quality control operations and hire and train new employees, including sales and customer service representatives and operations managers. If we are unable to manage our growth effectively, our profitability and liquidity could be adversely affected.

If our developed technology or technology under development does not achieve market acceptance, prospects for our growth and profitability would be limited.

Our future success depends on market acceptance of our LED technology and the technology currently under development. Although adoption of LED lighting has grown in recent years, adoption of LED lighting products for general illumination has only recently begun, is still limited and faces significant challenges. Potential customers may be reluctant to adopt LED lighting products as an alternative to traditional lighting technology because of its higher initial cost or perceived risks relating to its novelty, reliability, usefulness, light quality and cost-effectiveness when compared to other established lighting sources available in the market. Changes in economic and market conditions may also affect the marketability of some traditional lighting technologies such as declining energy prices that favor existing lighting technologies that are less energy efficient. Moreover, if existing sources of light other than LED lighting products achieve or maintain greater market adoption, or if new sources of light are developed, our current products and technologies could become less competitive or obsolete. Even if LED lighting products continue to achieve performance improvements and cost reductions, limited customer awareness of the benefits of LED lighting products, lack of widely accepted standards governing LED lighting products and customer unwillingness to adopt LED lighting products in favor of entrenched solutions could significantly limit the demand for LED lighting products and adversely impact our results of operations.

Lighting products, particularly emerging LED lighting products, are subject to rapid technological changes. If we fail to accurately anticipate and adapt to these changes, the products we sell will become obsolete, causing a decline in our sales and profitability.

LED lighting products are subject to rapid technological changes that often cause product obsolescence. Companies within the LED lighting industry are continuously developing new products with heightened performance and functionality. This puts pricing pressure on existing products and constantly threatens to make them, or causes them to be, obsolete. Our typical product’s life cycle is extremely short, generating lower average selling prices as the cycle matures. If we fail to accurately anticipate the introduction of new technologies, we may possess significant amounts of obsolete inventory that can only be sold at substantially lower prices and profit margins than we anticipated. In addition, if we fail to accurately anticipate the introduction of new technologies or are unable to develop the planned new technologies, we may be unable to compete effectively due to our failure to offer products most demanded by the marketplace. If any of these failures occur, our sales, profit margins and profitability will be adversely affected.

If we are unable to increase production capacity for our products in a cost effective and timely manner, we may incur delays in shipment and our revenues and reputation in the marketplace could be harmed.

An important part of our business plan is the expansion of production capacity for our products. In order to fulfill anticipated demand for our products, we invest in capacity in advance of actual customer orders, typically based on preliminary, non-binding indications of future demand. As customer demand for our products changes, we must be able to adjust our production capacity to meet demand while keeping costs down. Uncertainty is inherent within our facility and capacity expansion, and unforeseen circumstances could offset the anticipated benefits, disrupt our ability to provide products to our customers and impact product quality.

Our ability to successfully increase production capacity in a cost effective and timely manner will depend on a number of factors, including the following: (i) our ability to transition production in our manufacturing facility; (ii) the ability of contract manufacturers to allocate more of their existing capacity to us or their ability to add new capacity quickly; (iii) the ability of any future contract manufacturers to successfully implement our manufacturing processes; (iv) the availability of critical components and subsystems used in the manufacture of our products; (v) our ability to effectively establish adequate management information systems, financial controls and supply chain management and quality control procedures; and (vi) the occurrence of equipment failures, power outages, environmental risks or variations in the manufacturing process.

If we are unable to increase production capacity for our products in a cost effective and timely manner while maintaining adequate quality, we may incur delays in shipment or be unable to meet increased demand for our products which could harm our revenues and operating margins and damage our reputation and our relationships with current and prospective customers. Conversely, due to the proportionately high fixed cost nature of our business (such as facility expansion costs), if demand does not increase at the rate forecasted, we may not be able to reduce manufacturing expenses or overhead costs at the same rate as demand decreases, which could also result in lower margins and adversely impact our business and results of operations.

We rely on our relationship with Cree and the loss of a material relationship with it could have a material adverse effect on our results of operations, our future growth prospects and our ability to distribute our products.

We intend to form business relationships and strategic alliances with retailers and other lighting companies to market our products under private or co-branded labels, such as our existing relationship with Cree. In certain cases, such relationships are important to our introduction of new products and services, and we may not be able to successfully collaborate or achieve expected synergies with these retailers or lighting companies. We do not control these retailers or lighting companies and they may make decisions regarding their business undertakings with us that may be

contrary to our interests, or may terminate their relationships with us altogether. In addition, if these retailers or lighting companies change their business strategies, we may fail to maintain these relationships.

We intend to assemble and manufacture certain of our products and our sales, results of operations and reputation could be materially adversely affected if there is a disruption at our assembly and manufacturing facility.

Our assembly and manufacturing operations for our products is based in Aventura, Florida. The operation of this facility involves many risks, including equipment failures, natural disasters, industrial accidents, power outages and other business interruptions. We could incur significant costs to maintain compliance with, or due to liabilities under, environmental laws and regulations, the violation of which could lead to significant fines and penalties. Although we intend to carry business interruption insurance and third-party liability insurance to cover certain claims in respect of personal injury or property or environmental damage arising from accidents on our properties or relating to our operations, any existing insurance coverage may not be sufficient to cover all risks associated with our business. As a result, we may be required to pay for financial and other losses, damages and liabilities, including those caused by natural disasters and other events beyond our control, out of our own funds, which could have a material adverse effect on our business, financial condition and results of operations. Additionally, any interruption in our ability to assemble, manufacture or distribute our products could result in lost sales, limited revenue growth and damage to our reputation in the market, all of which would adversely affect our business.

Additionally, we intend to rely on arrangements with independent shipping companies, such as United Parcel Service, Inc. and Federal Express Corp., for the delivery of certain components and subsystems from vendors and products to our customers in both the United States and abroad. The failure or inability of these shipping companies to deliver components, subsystems or products timely, or the unavailability of their shipping services, even temporarily, could have a material adverse effect on our business. We may also be adversely affected by an increase in freight surcharges due to rising fuel costs or added security.

We may utilize a contract manufacturer to manufacture certain of our products and any disruption in this relationship may cause us to fail to meet our customers’ demands and may damage our customer relationships.

Although we intend to assemble and manufacture certain of our products, we may depend on a third party contract manufacturer to manufacture a portion of our products elsewhere. This manufacturer will need to provide the necessary facilities and labor to manufacture these products, which may be primarily high volume products and components that we intend to distribute to customers in regions outside of North America. Our reliance on a contract manufacturer involves certain risks, including the following: (i) lack of direct control over production capacity and delivery schedules; (ii) risk of equipment failures, natural disasters, industrial accidents, power outages and other business interruptions; (iii) lack of direct control over quality assurance and manufacturing yield; and (iv) risk of loss of inventory while in transit.

If a potential contract manufacturer were to terminate its arrangements with us or fail to provide the required capacity and quality on a timely basis, we would experience delays in the manufacture and shipment of our products until alternative manufacturing services could be contracted or offsetting internal manufacturing processes could be implemented. Any significant shortages or interruption may cause us to be unable to timely deliver sufficient quantities of our products to satisfy our contractual obligations and particular revenue expectations. Moreover, even if we timely locate substitute products and their price materially exceeds the original expected cost of such products, then our margins and results of operations would be adversely affected.

To qualify a contract manufacturer, familiarize it with our products, quality standards and other requirements and commence volume production may be a costly and time-consuming process. If we are required to choose a contract manufacturer for any reason, our revenue, gross margins and customer relationships could be adversely affected.

Our industry is highly competitive and if we are not able to compete effectively, including against larger lighting manufacturers with greater resources, our prospects for future success will be jeopardized.

Currently, we view our primary competition to be from large, established companies in the traditional general lighting industry. Certain of these companies also provide, or have undertaken initiatives to develop, LED lighting products as well as other energy efficient lighting products. Additionally, we face competition from a fragmented universe of smaller niche or low-cost offshore providers of LED lighting products. We also anticipate that larger LED chip manufacturers, including some of those that currently supply us, may seek to compete with us by introducing more complete retrofit lamps or luminaires. We also expect other large technology players with packaged LED chip technology that are currently focused on other end markets for LEDs, such as backlighting for LCD displays, to increasingly focus on the general illumination market as their existing markets saturate and LED use in general illumination grows. In addition, we may compete in the future with vendors of new technological solutions for energy efficient lighting.

Some of our current and future competitors are larger companies with greater resources to devote to research and development, manufacturing and marketing, as well as greater brand name recognition. Some of our more diversified competitors could also compete more aggressively with us by subsidizing losses in their LED lighting businesses with profits from other lines of business. Moreover, if one or more of our competitors or suppliers were to merge with one another, the change in the competitive landscape could adversely affect our customer, channel or supplier relationships, or our competitive position. Additionally, any loss of a key channel partner, whether to a competitor or otherwise, could severely and rapidly damage our competitive position. To the extent that competition in our markets intensifies, we may be required to reduce our prices in order to remain competitive. If we do not compete effectively, or if we reduce our prices without making commensurate reductions in our costs, our net sales and profitability, and our future prospects for success, may be harmed.

If we do not properly anticipate the need for critical raw materials, components and subsystems, we may be unable to meet the demands of our customers and end-users, which could reduce our competitiveness, cause a decline in our market share and have a material adverse effect on our results of operations.

The lighting industry is subject to significant fluctuations in the availability of raw materials, components and subsystems. We depend on our suppliers for certain standard electronic components as well as custom components critical to the manufacture of our lighting devices. The principal raw materials and components used in the manufacture of our products are packaged LEDs and printed circuit boards, MOSFETS, magnetic and standard electrical components such as capacitors, resistors and diodes, wire, plastics for optical systems and aluminum for housings and heat sinks. We currently rely on a select number of suppliers for packaged LEDs used in the production of our products. From time to time, packaged LEDs and electronic components have been in short supply due to demand and production constraints. We depend on our vendors to supply in a timely manner critical components and subsystems in adequate quantities and consistent quality and at reasonable costs. Certain that these vendors operate out of Japan, and as a result of the effects of the earthquake and tsunami that recently occurred in Japan, these vendors may be unable to deliver sufficient quantities of components or subsystems or may be unable to deliver components or subsystems in a timely manner, which could have a material adverse affect on our results of operations. Finding a suitable alternate supply of required components and subsystems that meet our strict specifications and obtaining them in needed quantities may be a time-consuming process, and we may not be able to find an adequate alternative source of supply at an acceptable cost. Any significant interruption in the supply of these raw materials, components and subsystems could have a material adverse effect on our results of operations.

Our financial results may vary significantly from period-to-period due to unpredictable sales cycles in certain of the markets into which we sell our products, and changes in the mix of products we sell during a period, which may lead to volatility in our stock price.

The size and timing of our potential revenue from sales to our customers is difficult to predict and is market dependent. Our sales efforts will often require us to educate our customers about the use and benefits of our products, including their technical and performance characteristics. We intend to spend substantial amounts of time and money on our sales efforts and there is no assurance that these investments will produce any sales within expected time frames or at all. Given the potentially large size of purchase orders for our products, particularly in the infrastructure market, the loss of or delay in the signing of a customer order could significantly reduce our revenue in any period. Our revenues in each period may also vary significantly as a result of purchases, or lack thereof, by potential significant customers. Because most of our operating and capital expenses will be incurred based on the estimated number of product purchases and their timing, they are difficult to adjust in the short term. As a result, if our revenue falls below our expectations or is delayed in any period, we may not be able to proportionately reduce our operating expenses or manufacturing costs for that period, and any reduction of manufacturing capacity could have long-term implications on our ability to accommodate future demand.

Our profitability from period-to-period may also vary significantly due to the mix of products that we may sell in different periods. As we expand our business we expect to sell more retrofit lamps and luminaires into additional target markets. These products are likely to have different cost profiles and will be sold into markets governed by different business dynamics. Consequently, sales of individual products may not necessarily be consistent across periods, which could affect product mix and cause gross and operating profits to vary significantly. As a result of these factors, we believe that quarter-to-quarter comparisons of our operating results are not necessarily meaningful and that these comparisons cannot be relied upon as indicators of future performance.

Our products may contain defects that could reduce sales, result in costs associated with the recall of those items and result in claims against us.

The manufacture of our products involves highly complex processes. Despite testing by us and our customers, defects have been and could be found in our existing or future products. These defects may cause us to incur significant warranty, support and repair costs, and costs associated with recall may divert the attention of our engineering personnel from our product development efforts and harm our relationships with customers and our reputation in the marketplace. We generally provide a five year warranty on our products, and such warranty may require us to repair, replace or reimburse the purchaser for the purchase price of the product, at the customer’s discretion. Moreover, even if our products meet standard specifications, our customers may attempt to use our products in applications they were not designed for or in products that were not designed or manufactured properly, resulting in product failures and creating customer dissatisfaction. These problems could result in, among other things, a delay in the recognition or loss of revenues, loss of market share or failure to achieve market acceptance. Defects, integration issues or other performance problems in our products could also result in personal injury or financial or other damages to our customers for which they might seek legal recourse against us. We may be the target of product liability lawsuits and could suffer losses from a significant product liability judgment against us if the use of our products at issue is determined to have caused injury. A significant product recall or product liability case could also result in adverse publicity, damage to our reputation and a loss of customer confidence in our products, which adversely affect our results of operations.

If we are unable to obtain and protect our intellectual property rights, our ability to commercialize our products could be substantially limited.

As of the date of this Annual Report, we have filed a U.S. patent application. When we believe it is appropriate and cost effective, we may make corresponding international, regional or national filings to pursue patent protection in other parts of the world. Our patent application may not be granted. Because patents involve complex legal, technical and factual questions, the issuance, scope, validity and enforceability of patents cannot be predicted with certainty. Competitors may develop products similar to our products that do not conflict with our patent rights. Others may challenge our patents and, as a result, our patent could be narrowed or invalidated. In some cases, we may rely on confidentiality agreements or trade secret protections to protect our proprietary technology. Such agreements, however, may not be honored and particular elements of our proprietary technology may not qualify as protectable trade secrets under applicable law. In addition, others may independently develop similar or superior technology, and in the absence of applicable prior patents, we would have no recourse against them.

Our business may be impaired by claims that we, or our customers, infringe intellectual property rights of others.

Our industry is characterized by vigorous protection and pursuit of intellectual property rights. These traits have resulted in significant and often protracted and expensive litigation. In addition, we may inadvertently infringe on patents or rights owned by others and licenses might not be available to us on reasonable or acceptable terms or at all. Litigation to determine the validity of patents or claims by third parties of infringement of patents or other intellectual property rights could result in significant legal expense and divert the efforts of our technical personnel and management, even if the litigation results in a determination favorable to us. Third parties have and may in the future attempt to assert infringement claims against us, or our customers, with respect to our products. In the event of an adverse result in such litigation, we could be required to pay substantial damages; stop the manufacture, use and sale of products found to be infringing; incur asset impairment charges; discontinue the use of processes found to be infringing; expend significant resources to develop non-infringing products or processes; or obtain a license to use third party technology and whether or not the result is adverse to us, we may have to indemnify our customers if they were brought into the litigation.

Failure to achieve and maintain effective internal controls could have a material adverse effect on our operations and our stock price.

We are subject to Section 404 of the Sarbanes-Oxley Act of 2002, which requires an annual management assessment of the effectiveness of our internal control over financial reporting. Effective internal controls are necessary for us to produce reliable financial reports, and failure to achieve and maintain effective internal controls over financial reporting could cause investors to lose confidence in our operating results, and could have a material adverse effect on our business and on the price of our common stock. Because of our status as a smaller reporting company registrant as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the independent registered public accounting firm auditing our financial statements has not been required to attest to, and report on, the effectiveness of our internal control over financial reporting.

During the evaluation of disclosure controls and procedures for the years ended December 31, 2010, 2009 and 2008, we concluded that our disclosure controls and procedures were not effective in reaching a reasonable level of assurance of achieving management’s desired controls and procedures objectives in our internal control over financial reporting. We believe that many of the observed material weaknesses result from our transition from a small company with immature processes and inadequate staffing in our financial accounting and reporting functions to one that is growing rapidly and must now enhance our reporting and control standards to accommodate this growth. Although we have not yet remediated all of the identified weaknesses, we have taken certain remedial actions. See “Item 9A. Internal Controls and Procedures”.

Additional measures will be necessary to complete the remediation of our internal controls. We plan to continue to assess our internal controls and procedures and intend to take further action as necessary or appropriate to address any other matters we identify. The process of designing and implementing effective internal controls and procedures is a continuous effort, however, that requires us to anticipate and react to changes in our business and economic and regulatory environments. Additionally, we or our independent registered public accounting firm may identify additional weaknesses. The steps we have taken, or may subsequently take, may not have been or be sufficient to fully remediate the material weakness identified or ensure that our internal controls are effective. Complying with these requirements may place a strain on our personnel, information technology systems and resources and divert management’s attention from other business concerns. We may need to hire, at a material expense to us, additional accounting and financial staff with appropriate public company experience and technical accounting knowledge as part of the remediation of our material weakness or otherwise.

Certification and compliance are important to adoption of our lighting products, and failure to obtain such certification or compliance would harm our business.

We will be required to comply with certain legal requirements governing the materials used in our products. Although we are not aware of any efforts to amend existing legal requirements or implement new legal requirements in a manner with which we cannot comply, our revenue might be materially harmed if such changes were to occur. Moreover, although not legally required to do so, we strive to obtain certification for substantially all of our products. In the United States, we will seek to obtain certification for substantially all of our products from UL. We design our products to be UL/cUL and Federal Communications Commission, or FCC, compliant. Although we believe that our broad knowledge and experience with electrical codes and safety standards have facilitated certification approvals, we cannot be certain that we will be able to obtain any such certifications for any new products or that, if certification standards are amended, we will be able to maintain any such certifications for our existing products, especially since virtually all existing codes and standards were not created with LED lighting products in mind. The failure to obtain such certifications or compliance would harm our business.

The reduction or elimination of investments in, or incentives to adopt, LED lighting or the elimination of, or changes in, policies, incentives or rebates in certain states or countries that encourage the use of LEDs over some traditional lighting technologies could cause the growth in demand for our products to slow, which could materially and adversely affect our revenues, profits and margins.

We believe the near-term growth of the LED market will be accelerated by government policies in certain countries that either directly promote the use of LEDs or discourage the use of some traditional lighting technologies. Today, the upfront cost of LED lighting exceeds the upfront cost for some traditional lighting technologies that provide similar lumen output in many applications. However, some governments around the world have used policy initiatives to accelerate the development and adoption of LED lighting and other non-traditional lighting technologies that are seen as more environmentally friendly compared to some traditional lighting technologies. Reductions in (including as a result of any budgetary constraints), or the elimination of, government investment and favorable energy policies could result in decreased demand for our products and decrease our revenues, profits and margins. Further, if our products fail to qualify for any financial incentives or rebates provided by governmental agencies or utilities for which our competitors’ products qualify, such programs may diminish or eliminate our ability to compete by offering products at lower prices than our competitors.

We rely upon key members of our management team and other key personnel and a loss of key personnel could prevent or significantly delay the achievement of our goals.

Our success will depend to a large extent on the abilities and continued services of key members of our management team including Dror Svorai and Jon Cooper, president of NexPhase, as well as other key personnel. The loss of these key members of our management team or other key personnel could prevent or significantly delay the implementation of our business plan, research and development and marketing efforts. In particular, Jon Cooper is critical to our research and development efforts. If we continue to grow, we will need to add additional management and other personnel. Our success will depend on our ability to attract and retain highly skilled personnel, including a permanent Chief Executive Officer, and our efforts to obtain or retain such personnel may not be successful.

Nevada Law and Our Articles of Incorporation May Protect our Directors From Certain Types of Lawsuits.

Nevada law provides that our officers and directors will not be liable to us or our stockholders for monetary damages for all, but certain types of conduct as officers and directors. Our Bylaws permit us broad indemnification powers to all persons against all damages incurred in connection with our business to the fullest extent provided or allowed by law. The exculpation provisions may have the effect of preventing stockholders from recovering damages against our officers and directors caused by their negligence, poor judgment or other circumstances. The indemnification provisions may require us to use our limited assets to defend our officers and directors against claims, including claims arising out of their negligence, poor judgment, or other circumstances.

RISKS RELATED TO OUR COMMON STOCK

Sales of a Substantial Number of Shares of Our Common Stock Into the Public Market by Certain Stockholders May Result in Significant Downward Pressure on the Price of Our Common Stock and Could Affect Your Ability to Realize the Current Trading Price of Our Common Stock.

Sales of a substantial number of shares of our common stock in the public market by certain stockholders could cause a reduction in the market price of our common stock. As of the date of this Annual Report, we have 100,966,060 post-Reverse Stock Split shares of common stock issued and outstanding. As of the date of this Annual Report, there are 50,262,282 outstanding shares of our common stock that are restricted securities as that term is defined in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”). Although the Securities Act and Rule 144 place certain prohibitions on the sale of restricted securities, restricted securities may be sold into the public market under certain conditions.

Any significant downward pressure on the price of our common stock as the selling stockholders sell their shares of our common stock could encourage short sales by selling stockholders or others. Any such short sales could place further downward pressure on the price of our common stock.

The Trading Price of Our Common Stock on the OTC Bulletin Board Will Fluctuate Significantly and Stockholders May Have Difficulty Reselling Their Shares.

As of the date of this Annual Report, our common stock trades on the Over-the-Counter Bulletin Board. There is a volatility associated with Bulletin Board securities in general and the value of your investment could decline due to the impact of any of the following factors upon the market price of our common stock: (i) disappointing results from our exploration or development efforts; (ii) failure to meet our revenue or profit goals or operating budget; (iii) decline in demand for our common stock; (iv) downward revisions in securities analysts' estimates or changes in general market conditions; (v) technological innovations by competitors or in competing technologies; (vi) lack of funding generated for operations; (vii) investor perception of our industry or our prospects; (viii) general economic trends; and ix) Commodity price fluctuation

In addition, stock markets have experienced price and volume fluctuations and the market prices of securities have been highly volatile. These fluctuations are often unrelated to operating performance and may adversely affect the market price of our common stock. As a result, investors may be unable to sell their shares at a fair price and you may lose all or part of your investment.

Additional Issuance of Equity Securities May Result in Dilution to Our Existing Stockholders.

Our Articles of Incorporation, as amended, authorize the issuance of 2,000,000,000 shares of common stock and 10,000,000 shares of preferred stock. The Board of Directors has the authority to issue additional shares of our capital stock to provide additional financing in the future and the issuance of any such shares may result in a reduction of the book value or market price of the then outstanding shares of our common stock. If we do issue any such additional shares, such issuance also will cause a reduction in the proportionate ownership and voting power of all other stockholders. As a result of such dilution, your proportionate ownership interest and voting power will be decreased accordingly. Further, any such issuance could result in a change of control.

Our Common Stock is Classified as a “Penny Stock” Under SEC Rules Which Limits the Market for Our Common Stock.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in "penny stocks." Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, which specifies information about penny stocks and the nature and significance of risks of the penny stock market. A broker-dealer must also provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer, and sales person in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for stock that becomes subject to those penny stock rules. If a trading market for our common stock develops, our common stock will probably become subject to the penny stock rules, and shareholders may have difficulty in selling their shares.

Securities analysts may not provide coverage of our common stock or may issue negative reports, which may have a negative impact on the market price of our common stock.

Securities analysts have not historically provided research coverage of our common stock and may elect not to do so in the future. If securities analysts do not cover our common stock, the lack of research coverage may cause the market price of our common stock to decline. The trading market for our common stock may be affected in part by the research and reports that industry or financial analysts publish about our business. If one or more of the analysts who elects to cover us downgrades our stock, our stock price would likely decline substantially. If one or more of these analysts ceases coverage of us, we could lose visibility in the market, which in turn could cause our stock price to decline. In addition, rules mandated by the Sarbanes-Oxley Act of 2002 and a global settlement reached in 2003 between the SEC, other regulatory agencies and a number of investment banks have led to a number of fundamental changes in how analysts are reviewed and compensated. In particular, many investment banking firms are required to contract with independent financial analysts for their stock research. It may be difficult for companies such as ours, with smaller market capitalizations, to attract independent financial analysts that will cover our common stock. This could have a negative effect on the market price of our stock.

We do not intend to pay cash dividends and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.

We have never declared or paid cash dividends on our common stock and we do not anticipate paying any cash dividends in the foreseeable future. We have a history of losses and currently intend to retain all available funds and any future earnings for use in the operation and expansion of our business. In addition, the terms of the Wells Fargo Facility restrict our ability to pay dividends and any future credit facilities and loan agreements may further restrict our ability to pay dividends. As a result, capital appreciation, if any, of our common stock will be your sole source of potential gain for the foreseeable future.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

No report is required.

ITEM 2.

PROPERTY

Our principal office space is located at 19495 Biscayne Blvd., Suite 411, Aventura, Florida 33180. We entered into a three-year lease term for this office space on January 1, 2011 (the “Lease”). The terms and provisions of the Lease include: (i) monthly rent commencing February 1, 2011 in the amount of $3,794.35 plus sales tax; (ii) triple-net provisions; and (iii) our responsibility for the cost of build-out and partitioning of the space.

ITEM 3.

LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Annual Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable

PART II

ITEM 5.

MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MARKET FOR COMMON EQUITY

Shares of our common stock commenced trading on the OTC Bulletin Board approximately July 2008. As of the date of this Annual Report, our common stock trades under the symbol “ONTC:QB”. The market for our common stock is limited, and can be volatile. The following table sets forth the high and low bid prices relating to our common stock on a quarterly basis for the periods indicated as quoted by the NASDAQ OTC:BB stock market. These quotations reflect inter-dealer prices without retail mark-up, mark-down, or commissions, and may not reflect actual transactions.

Quarter Ended	High Bid		Low Bid
March 31, 2011	$	0.03	$	0.0167
June 30, 2011	$	0.0058	$	0.0058
September 30, 2011	$	0.0016	$	0.0016
December 31, 2011	$	0.0014	$	0.0014
March 31, 2010	$	0.0033	$	0.0025
June 30, 2010	$	0.0013	$	0.0013
September 30, 2010	$	0.0069	$	0.0042
December 31, 2010	$	0.005	$	0.003

As of April 16, 2012, we had 101 shareholders of record, which does not include shareholders whose shares are held in street or nominee names.

DIVIDEND POLICY

No dividends have ever been declared by the Board of Directors on our common stock. Our losses do not currently indicate the ability to pay any cash dividends, and we do not have the intention of paying cash dividends on our common stock in the foreseeable future.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER COMPENSATION PLANS

We do not have any equity compensation plans. The table set forth below presents such information.

Plan Category

Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights

(a)

Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights

(b)

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding column (a))

Equity Compensation Plans Approved by Security Holders

N/A

Equity Compensation Plans Not Approved by Security Holders

N/A

RECENT SALES OF UNREGISTERED SECURITIES

As of the date of this Annual Report and during fiscal year ended December 31, 2011, to provide capital, we issued stock in exchange for our debts or pursuant to contractual agreements as set forth below.

Executive

In accordance with the appointment of Dror Svorai as our sole executive officer, President/Chief Executive Officer, Secretary, Treasurer/Chief Financial Officer, and our sole director, we issued an aggregate 12,500 shares of restricted common stock to Svorai at $5.00 per share. The Board of Directors evaluated certain factors regarding the issuance including, but not limited to, the following: (i) the 12,5000 shares of common stock are restricted and cannot be resold except under the parameters of Rule 144; (ii) the opportunity for successful new business operations for us based upon the engagement of Svorai and the opportunities and business contacts provided to us through his engagement; and (iii) our inability to monetarily compensate Dror Svorai and recognition of his current and continuous dedication and long-term loyalty to us. The shares of common stock were issued to Svorai in reliance on Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”). The shares have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements.

Consultant Agreements

In accordance with the terms and provisions of those certain consultant agreements, we issued an aggregate of 9,217 shares of restricted common stock. The shares were issued to the consultants in reliance on Section 4(2) of the Securities Act. The shares have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. The consultants acknowledged that the securities to be issued have not been registered under the Securities Act, that they understood the economic risk of an investment in the securities, and that they had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities.

On October 29, 2011, our Board of Directors approved the issuance of 30,000 shares of common stock to FIS, a consultant to us, for services rendered. The shares were valued at $1.00 per share for a total of $15,000 based on the fair value of the services received.

Conversion of Notes

During fiscal year ended December 31, 2011 certain holders of convertible notes presented us with conversion notices. Therefore, our Board of Directors authorized the aggregate of 628,834 shares of common stock at various conversion prices. The shares were issued to the note holders in reliance on Section 4(2) or Regulation S of the Securities Act. The shares have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. The note holders acknowledged that the securities to be issued have not been registered under the Securities Act, that they understood the economic risk of an investment in the securities, and that they had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities. The aggregate shares issued at the respective conversion prices in settlement of the debt are as follows:

·	We issued an aggregate of 4,000 shares of our restricted common stock at $5.00 per share for settlement of $20,000 in convertible debt.

·	We issued an aggregate of 19,800 shares of our restricted common stock at $1.00 per share for settlement of $19,800 in convertible debt.

·	We issued an aggregate of 12,000 shares of our restricted common stock at $10.00 per share for settlement of $120,000 in convertible debt.

·	We issued an aggregate of 426,394 shares of our restricted common stock at $0.015 per share for settlement of $6,395 in convertible debt.

·	We issued an aggregate of 469,364 shares of our restricted common stock at $0.0173 per share for settlement of $8,120 in convertible debt.

·	We issued an aggregate of 1,250,000 shares of our restricted common stock at $0.02 per share for settlement of $23,021 in convertible debt.

·	We issued an aggregate of 434,783 shares of our restricted common stock at $0.023 per share for settlement of $10,000 in convertible debt.

·	We issued an aggregate of 434,783 shares of our restricted common stock at $0.0276 per share for settlement of $12,000 in convertible debt.

·	We issued an aggregate of 277,778 shares of our restricted common stock at $0.054 per share for settlement of $15,000 in convertible debt.

·	We issued an aggregate of 214,286 shares of our restricted common stock at $0.056 per share for settlement of $12,000 in convertible debt.

·	We issued an aggregate of 255,407 shares of our restricted common stock at $0.0675 per share for settlement of $17,240 in convertible debt.

·	We issued an aggregate of 67,115 shares of our restricted common stock at $0.0745 per share for settlement of $5,000 in convertible debt.

·	We issued an aggregate of 227,500 shares of our restricted common stock at $0.08 per share for settlement of $18,200 in convertible debt.

·	We issued an aggregate of 23,919 shares of our restricted common stock at $0.10 per share for settlement of $4,900 in convertible debt.

·	We issued an aggregate of 60,000 shares of our restricted common stock at $0.15 per share for settlement of $9,000 in convertible debt.

·	We issued an aggregate of 18,422 shares of our restricted common stock at $0.19 per share for settlement of $3,500 in convertible debt.

·	We issued an aggregate of 51,500 shares of our restricted common stock at $0.20 per share for settlement of $10,300 in convertible debt.

·	We issued an aggregate of 50,001 shares of our restricted common stock at $0.21 per share for settlement of $10,500 in convertible debt.

·	We issued an aggregate of 32,000 shares of our restricted common stock at $0.25 per share for settlement of $8,000 in convertible debt.

·	We issued an aggregate of 18,333 shares of our restricted common stock at $0.30 per share for settlement of $5,500 in convertible debt.

·	We issued an aggregate of 35,000 shares of our restricted common stock at $0.36 per share for settlement of $12,500 in convertible debt.

·	We issued an aggregate of 47,778 shares of our restricted common stock at $0.45 per share for settlement of $21,500 in convertible debt.

·	We issued an aggregate of 17,391 shares of our restricted common stock at $0.46 per share for settlement of $8,000 in convertible debt.

·	We issued an aggregate of 20,000 shares of our restricted common stock at $0.50 per share for settlement of $10,000 in convertible debt.

·	We issued an aggregate of 18,868 shares of our restricted common stock at $0.53 per share for settlement of $10,000 in convertible debt.

·	We issued an aggregate of 17,094 shares of our restricted common stock at $0.60 per share for settlement of $10,000 in convertible debt.

·	We issued an aggregate of 11,606 shares of our restricted common stock at $0.70 per share for settlement of $8,124 in convertible debt.

·	We issued an aggregate of 31,875 shares of our restricted common stock at $0.80 per share for settlement of $25,500 in convertible debt.

·	We issued an aggregate of 138,816 shares of our restricted common stock at $1.00 per share for settlement of $138,816 in convertible debt.

·	We issued an aggregate of 10,000 shares of our restricted common stock at $1.20 per share for settlement of $12,000 in convertible debt.

·	We issued an aggregate of 14,450 shares of our restricted common stock at $1.83 per share for settlement of $26,500 in convertible debt.

·	We issued an aggregate of 9,000 shares of our restricted common stock at $2.00 per share for settlement of $18,000 in convertible debt.

·	We issued an aggregate of 4,546 shares of our restricted common stock at $2.20 per share for settlement of $10,000 in convertible debt.

·	We issued an aggregate of 5,218 shares of our restricted common stock at $2.30 per share for settlement of $12,000 in convertible debt.

·	We issued an aggregate 3,077 shares of our restricted common stock at $3.25 per share for settlement of $10,000 in convertible debt.

·	We issued an aggregate of 1,875 shares of our restricted common stock at $4.00 per share for settlement of $7,500 in convertible debt.

·	We issued an aggregate of 4,396 shares of our restricted common stock at $4.55 per share for settlement of $20,000 in convertible debt.

·	We issued an aggregate of 2,033 shares of our restricted common stock at $6.15 per share for settlement of $12,500 in convertible debt.

Employee

On October 29, 2011, our Board of Directors approved the issuance of 30,000 shares of common stock to Jon Cooper, our employee, as recognition of business development accomplished by our subsidiary, NexPhase Lighting. On January 24, 2012, our Board of Directors approved the further issuance of 20,000,000 shares of common stock to Mr. Cooper in recognition of his business accomplishments during fiscal year 2011. The shares were issued to Mr. Cooper in reliance on Section 4(2) of the Securities Act. The shares have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. Mr. Cooper acknowledged that the securities to be issued have not been registered under the Securities Act, that he understood the economic risk of an investment in the securities, and that he had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities.

Series A Preferred Stock

On October 31, 2011, our Board of Directors authorized the issuance of an aggregate 150,000 shares of Series A Preferred stock and an aggregate 70,000 shares of restricted common stock to our Dror Svorai, our President/Chief Executive Officer. Our Board of Directors had approved the designation of 150,000 shares as Series A Preferred Stock and the issuance of the 150,000 shares of Series A Preferred Stock and the 70,000 shares of common stock were based upon recognition of the outstanding services, leadership and innovative operational strategies provided by Mr. Svorai and his continuous dedication and loyalty to us.

President/Chief Executive Officer

On January 24, 2012, our Board of Directors approved the issuance of 30,000,000 shares of common stock to Dror Svoria, our President/Chief Executive Officer, in recognition of his outstanding services, loyalty and dedication to us during the period November 23, 2011 through January 23, 2011. The shares were issued to Mr. Svorai in reliance on Section 4(2) of the Securities Act. The shares have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. Mr. Svorai acknowledged that the securities to be issued have not been registered under the Securities Act, that he understood the economic risk of an investment in the securities, and that he had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities.

ITEM 6. SELECTED FINANCIAL DATA

The following selected financial information is qualified by reference to, and should be read in conjunction with our financial statements and the notes thereto, and “Management’s Discussion and Analysis of Financial Condition and Results of Operation” contained elsewhere herein. The selected statement of operations data for fiscal years ended December 31, 2011 and 2010 and the selected balance sheet data as of December 31, 2011 and 2010 are derived from our audited restated financial statements which are included elsewhere herein.

STATEMENT OF OPERATIONS	Years Ended December 31 2011 and 2010						For the Period from December 29, 2003 (inception) to December 31, 2011

Revenue	$	380,216		$	-0-		$	380,216
Cost of Good Sold		187,762			-0-			187,762
Gross Profit		192,454						192,454
Operating Expenses
General and administrative expenses		217,809			23,562			295,419
Investor relations		145,512			-0-			145,512
Occupancy - Headquarters		72,604			-0-			77,906
Officer compensation		278,676			335,000			613,676
Professional fees		110,003			31,302			149,955
Staff Compensation		406.648			15,000			421,648
Stock-based compensation		115,150			182,500			405,205
Depreciation		9,869			-0-			9.869
Total Operating Expenses		1,356,271			587,364			2,119,190

Loss from operations		(1,163,817	)		(587,364	)		(1,926,736	)

Other Expenses
Loss on Disposition of Assets		-0-			567			567
Interest expense		621,774			13,255			655,029
Write-off of project development costs		27,000			-0-			27,000
Write-off of amount due from other		-0-			1,000			1,000
Total Other Expenses		649,374			14,255			664,196

Net Loss		(1,813,191	)		(601,619	)		(2,590,932	)

BALANCE SHEET DATA
Total Assets		3,223,704			125,178
Total Liabilities		1,521,200			591,897
Total Stockholders’ Equity (Deficit)		1,702,504			(466,719	)

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATION

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

We are a development stage company and have not generated any revenue to date. We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

RESULTS OF OPERATION

Fiscal Year Ended December 31, 2011 Compared to Fiscal Year Ended December 31, 2010.

Our net loss for fiscal year ended December 31, 2011 was ($1,813,191) compared to a net loss of ($601,619) for fiscal year ended December 31, 2010 (an increase of $1,211,572). During fiscal year ended December 31, 2011, we generated total revenue in the amount of $380,216 resulting from the sale of our NexPhase lighting products. During fiscal year ended December 31, 2010, our cost of goods sold was $187,762 resulting in a gross profit of $192,454. During fiscal year ended December 31, 2010, we did not generate any revenue from operations.

During fiscal year ended December 31, 2011, we incurred operating expenses of $1,356,271 compared to operating expenses of $587,364 incurred during fiscal year ended December 31, 2010 (an increase of $768,907). The operating expenses incurred during fiscal year ended December 31, 2011 consisted of: (i) general and administrative of $271,809 (2010: $23,562); (ii) investor relations of $145,512 (2010: $-0-); (iii) occupancy – headquarters of $72,604 (2010: $-0-); (iv) officer compensation of $278,676 (2010: $335,000); (v) professional fees of $110,003 (2010: $31,302); (vi) staff compensation of $406,648 (2010: $15,000); (vii) stock-based compensation of $115,150 (2010: $182,500: and (viii) depreciation of $9,869 (2010: $-0-). Our operating expenses increased primarily based on the increased scope and scale of our business operations relating to the acquisition of NexPhase as our wholly-owned subsidiary and marketing and sale of our NexPhase lighting products. Thus, operating expenses increased resulting substantially from an increase of $391,648 in staff compensation, $145,512 in investor relations, $72,604 in occupancy-headquarters, $194,247 in general and administrative expenses and $68,701 in professional fees. General and administrative expenses generally include corporate overhead, financial and administrative contracted services, marketing, and consulting costs.

Our operating expenses also increased based on the incurrence of $335,000 as staff compensation resulting from the consummation of an executive services agreement dated January 8, 2010 with Haim Mayan, our prior President/Chief Executive Officer. During fiscal year ended December 31, 2010, we paid $22,000 resulting in an accrued compensation liability of $308,000,. See “ – Material Commitments” below. Our expenses also increased based upon the incurrence of $406,648 related to issuances of shares of our common stock to employees, directors and consultants. See “Item 11. Executive Compensation”.

Therefore, our operating loss incurred during fiscal year ended December 31, 2011 was ($1,163,817) as compared to an operating loss incurred during fiscal year ended December 31, 29010 of ($587,364).

Other expenses incurred during fiscal year ended December 31, 2011 included: (i) interest expense of $621,774 (2010: 13,255); (ii) write-off of project development costs of $27,600 (2010: $-0-); and (iii) write off of amount due from other of $-0- (2010: $1,000). Therefore, our net loss and loss per share during fiscal year ended December 31, 2011 was ($1,813,191) or ($5.69) per post-Reverse Stock Split share compared to a net loss and loss per share of ($601,619) or ($7.87) per post-Reverse Stock Split share during fiscal year ended December 31, 2010. The weighted average number of shares outstanding was 318,761 for fiscal year ended December 31, 2011 compared to 76,397 for fiscal year ended December 31, 2010.

LIQUIDITY AND CAPITAL RESOURCES

Fiscal Year Ended December 31, 2011

As of December 31, 2011, our current assets were $119,002 and our current liabilities were $1,521,200, which resulted in a working capital deficit of $1,402,198. As of December 31, 2011, our current assets were comprised of: (i) $41,804 in cash; (ii) $2,251 in accounts receivable; and (iii) $74,947 in inventories. As of December 31, 2011, current liabilities were comprised of: (i) $112,046 in accounts payable; (ii) $65,011 in accrued interest; (iii) $538,000 in accrued employee compensation; (iv) $2,678 in sales tax payable; (v) $1.100 in advances from non-affiliated related parties; (vi) $572,820 in notes payable, non-affiliated related parties; and (vii) $229,545 in notes payable – third parties.

As of December 31, 2011, our total assets of $3,223,704 were comprised of: (i) $119,002 in current assets; (ii) $103,844 in fixed assets of net property and equipment; (iii) $11,709 in security deposits; and (iv) $2,989,149 in valuation of intellectual property. As of December 31, 2011, our total liabilities of $1,521,200 were comprised of current liabilities.

Stockholders’ equity (deficit) increased from ($466,719) for fiscal year ended December 31, 2010 to $1,702,504 for fiscal year ended December 31, 2011.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For fiscal year ended December 31, 2011, net cash flows used by operations was ($724,516). Net cash flows used in operating activities for fiscal year ended December 31, 2011 consisted of a net loss of ($1,813,191) adjusted by: (i) $9,869 in depreciation; (ii) $195,834 in stock issued for services; (iii) $27,600 in write-off of project development costs; (iv) ($84,000) in cancellation of stock issued for services; (v) $96,755 in interest accrued on notes payable, non-affiliate related parties; (vi) $12,352 in interest accrued on notes payable, third parties; and (vii) $537,669 in accretion of beneficial conversion feature as interest expense.

Net cash flows used by operating activities was further changed by a decrease of: (i) $35,150 due from NexPhase; (ii) $2,678 in sales tax payable; and (iii) $109,555 in accounts payable. Net cash flows used by operating activities was further changed by an increase of: (i) ($2,251) in accounts receivable; (ii) ($74,947) in inventories; and (iii) ($7,589) in security deposits.

Cash Flows from Investing Activities

For fiscal year ended December 31, 2011, net cash flows used in investing activities was $64,753 consisting of $14,942 in net cash received from acquisition, which was offset by $79,695 in purchase of property and equipment.

Cash Flows from Financing Activities

We have financed our operations primarily from debt or the issuance of equity instruments. For fiscal year ended December 31, 2011, net cash flows provided from financing activities was $768,645 consisting of $511,450 in proceeds from note payable – non-affiliated related parties, $271,000 in proceeds from issuance of notes payable third parties and $1,100 in advances from non-affiliated related parties, which was offset by $14,905 in payments on notes payable – non-affiliated related parties.

PLAN OF OPERATION AND FUNDING

As noted above, we have acquired NexPhase as our wholly-owned subsidiary. Our business operations have increased in scale and scope with regards to the development, marketing and sale of our NexPhase lighting products. We have commenced generation of revenues. In connection with our future business plan, management anticipates additional increases in operating expenses and capital expenditures relating to our business operations. We would finance these expenses with further issuances of securities and debt issuances. We expect we would need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities would result in dilution to our current shareholders. Further, such securities may have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all.

MATERIAL COMMITMENTS

As of the date of this Annual Report, we have the following commitments for fiscal year 2012 as described below.

Convertible Promissory Notes – Non-Affiliated Related Parties - Onteco

On February 10, 2010, we entered into a convertible promissory note with a web designer in the amount of $3,150. The terms of the convertible promissory note included a bonus payment (interest) in the amount of $315 and a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of $0.03 per share. On January 3, 2011, we amended the terms and conditions of the convertible promissory note regarding the conversion price, which was adjusted from $0.03 to $0.001, the par value of our shares of common stock. No payments have been made on this note. On February 25, 2011, a portion of the note in the amount of $1,316 was converted to common stock.

·	On June 7, 2010, we entered into a convertible promissory note with an investor in the amount of $5,000. The note is payable on demand, has no stated interest rate or due date and is convertible at a rate of $0.03. No payments have been made on this note.

On August 9, 2010, we entered into a non-interest bearing convertible promissory demand note with a related party investor in the amount of $5,000. The terms of the convertible promissory demand note include a bonus payment (interest) of $500 and a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of $0.03 per share. The note has no stated due date. No payments have been made on this note.

On August 25, 2010, we entered into a non-interest bearing convertible promissory demand note with a related party investor in the amount of $4,000. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of $0.03 per share. The note has no stated due date. No payments have been made on this note.

On September 2, 2010, we entered into a non-interest bearing convertible promissory demand note with a related party investor in the amount of $20,000. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of $0.03 per share. The note has no stated due date. No payments have been made on this note.

On October 13, 2010, we entered into a non-interest bearing convertible promissory demand note with Halevi Mayan Investments in the amount of $3,000. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of $0.01 per share. The note has no stated due date and has a bonus payment of $300 upon payment. No payments have been made on this note.

On October 29, 2010, we entered into a convertible promissory demand note with an investment firm in the amount of $30,000. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate which is the greater of: (i) twice the par value of the common stock; or (ii) 75% discount to the market closing bid price on the dagte of the conversion notice. The note is due on October 29, 2011. No payments have been made on this note. The note is currently in default.

On November 4, 2010, we entered into a non-interest bearing convertible promissory demand note in the amount of $19,600. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of $0.01 per share. The note has no stated due date and has a bonus payment of $200 upon payment. No payments have been made on this note.

On November 8, 2010, we entered into a non-interest bearing convertible promissory demand note in the amount of $5,500. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of $0.01 per share. The note has no stated due date and has a bonus payment of $500 upon payment. No payments have been made on this note.

On November 15, 2010, we entered into a non-interest bearing convertible promissory demand note in the amount of $28,000. The convertible promissory demand note is payable on demand, has no stated interest rate or due date and is convertible at a rate of $0.001. No payments have been made on this note.

On November 30, 2010, we entered into a non-interest bearing convertible promissory demand note in the amount of $9,300. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of $0.01 per share. The note has no stated due date and has a bonus payment of $930 upon payment. No payments have been made on this note.

On December 15, 2010, we entered into a convertible promissory demand note with S & E Capital LLC in the amount of $15,500, which bears interest at the rate of 10% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of either the greater of: (i) twice the par value of the common stock; or (ii) a 75% discount to the market closing bid price on the date of the conversion. The note is due December 15, 2011. No payments have been made on this note.

On December 23, 2010, we entered into a convertible promissory demand note with D & D Capital Inc. in the amount of $100,000, which bears interest at the rate of 10% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of either the greater of: (i) twice the par value of the common stock; or (ii) a 75% discount to the market closing bid price on the date of the conversion. The note is due December 23, 2011. As of December 31, 2011, a portion of this note in the amount of $44,500 and accrued interest in the amount of $500 was sold and assigned by the note holder to that party investor. As of December 31, 2011, a portion of the note in the amount of $55,500 plus accrued interest of $7,549 was converted into shares of common stock. As of December 31, 2011, the balance of the note is $-0-.

On January 10, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $1,000, which bears interest at the rate of 10% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of either the greater of: (i) twice the par value of the common stock; or (ii) a 75% discount to the market closing bid price on the date of the conversion. No payments of have been made on this note..

On February 23, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $21,600, which bears interest at the rate of 10% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of either the greater of: (i) twice the par value of the common stock; or (ii) a 75% discount to the market closing bid price on the date of the conversion. The note is due February 23, 2012. No payments have been made on this note.

On March 1, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $60,000, which bears interest at the rate of 10% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of either the greater of: (i) twice the par value of the common stock; or (ii) a 75% discount to the market closing bid price on the date of the conversion. The note is due March 1, 2012. No payments have been made on this note. As of December 31, 2011, a portion of the note in the amount of $49,000 has been converted into shares of common stock.

On March 2, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $6,000, which bears interest at the rate of 10% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of either the greater of: (i) twice the par value of the common stock; or (ii) a 75% discount to the market closing bid price on the date of the conversion. The note is due March 2, 2012. As of December 31, 2011, the entire note was converted into shares of common stock.

On March 8, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $105,500, which bears interest at the rate of 10% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of either the greater of: (i) twice the par value of the common stock; or (ii) a 75% discount to the market closing bid price on the date of the conversion. The note is due March 8, 2012. As of December 31, 2011, the entire note was converted into shares of common stock.

On March 10, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $3,000, which bears interest at the rate of 10% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of either the greater of: (i) twice the par value of the common stock; or (ii) a 75% discount to the market closing bid price on the date of the conversion. The note is due March 10, 2012. No payments have been made on this note.

On March 31, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $5,500, which bears interest at the rate of 10% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of either the greater of: (i) twice the par value of the common stock; or (ii) a 75% discount to the market closing bid price on the date of the conversion. The note is due March 31, 2012. No payments have been made on this note.

On March 31, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $6,500, which bears interest at the rate of 10% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of either the greater of: (i) twice the par value of the common stock; or (ii) a 75% discount to the market closing bid price on the date of the conversion. The note is due March 31, 2012. No payments have been made on this note.

On April 11, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $3,000, which bears interest at the rate of 10% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of either the greater of: (i) twice the par value of the common stock; or (ii) a 75% discount to the market closing bid price on the date of the conversion. The note is due April 11, 2012. As of December 31, 2011, the entire note was converted into shares of common stock.

On April 14, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $17,500, which bears interest at the rate of 10% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of either the greater of: (i) twice the par value of the common stock; or (ii) a 75% discount to the market closing bid price on the date of the conversion. The note is due April 14, 2012. No payments have been made on this note.

On April 15, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $27,000, which bears interest at the rate of 10% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of either the greater of: (i) twice the par value of the common stock; or (ii) a 75% discount to the market closing bid price on the date of the conversion. The note is due April 15, 2012. No payments have been made on this note.

On April 18, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $1,000, which bears interest at the rate of 10% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of either the greater of: (i) twice the par value of the common stock; or (ii) a 75% discount to the market closing bid price on the date of the conversion. The note is due April 18, 2012. No payments have been made on this note.

On April 18, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $2,000, which bears interest at the rate of 10% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of either the greater of: (i) twice the par value of the common stock; or (ii) a 75% discount to the market closing bid price on the date of the conversion. The note is due April 18, 2012. No payments have been made on this note.

On April 21, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $5,000, which bears interest at the rate of 10% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of either the greater of: (i) twice the par value of the common stock; or (ii) a 75% discount to the market closing bid price on the date of the conversion. The note is due April 21, 2012. No payments have been made on this note.

On April 27, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $2,500, which bears interest at the rate of 10% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of either the greater of: (i) twice the par value of the common stock; or (ii) a 75% discount to the market closing bid price on the date of the conversion. The note is due April 27, 2012. No payments have been made on this note.

On April 28, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $2,500, which bears interest at the rate of 10% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of either the greater of: (i) twice the par value of the common stock; or (ii) a 75% discount to the market closing bid price on the date of the conversion. The note is due April 28, 2012. No payments have been made on this note.

On May 16, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $15,000, which bears interest at the rate of 10% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of either the greater of: (i) twice the par value of the common stock; or (ii) a 75% discount to the market closing bid price on the date of the conversion. The note is due May 16, 2012. No payments have been made on this note.

On June 1, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $3,000, which bears interest at the rate of 10% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of either the greater of: (i) twice the par value of the common stock; or (ii) a 75% discount to the market closing bid price on the date of the conversion. The note is due June 1, 2012. No payments have been made on this note.

On June 10, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $3,000, which bears interest at the rate of 10% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of either the greater of: (i) twice the par value of the common stock; or (ii) a 75% discount to the market closing bid price on the date of the conversion. The note is due June 10, 2012. No payments have been made on this note.

On June 20, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $6,500, which bears interest at the rate of 10% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of either the greater of: (i) twice the par value of the common stock; or (ii) a 75% discount to the market closing bid price on the date of the conversion. The note is due June 20, 2012. No payments have been made on this note.

On June 24, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $2,000, which bears interest at the rate of 10% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of either the greater of: (i) twice the par value of the common stock; or (ii) a 75% discount to the market closing bid price on the date of the conversion. The note is due June 24, 2012. No payments have been made on this note.

On August 4, 2011, we entered into a convertible promissory demand note in the amount of $15,000. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of $0.001 per share. The note bears interest at the rate of 10% per annum and is due August 4, 2012. No payments have been made on this note.

On August 4, 2011, we entered into a convertible promissory demand note in the amount of $20,000. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of $0.001 per share. The note bears interest at the rate of 10% per annum and is due August 4, 2012. No payments have been made on this note.

On August 18, 2011, we entered into a convertible promissory demand note in the amount of $2,500. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of $0.001 per share. The note bears interest at the rate of 10% per annum and is due August 18, 2012. No payments have been made on this note.

On September 13, 2011, we entered into a convertible promissory demand note in the amount of $6,000. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of $0.001 per share. The note bears interest at the rate of 10% per annum and is due September 13, 2012. No payments have been made on this note.

On September 22, 2011, we entered into a convertible promissory demand note in the amount of $1,000. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of $0.001 per share. The note bears interest at the rate of 10% per annum and is due September 22, 2012. No payments have been made on this note.

On September 28, 2011, we entered into a convertible promissory demand note in the amount of $2,000. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of $0.001 per share. The note bears interest at the rate of 10% per annum and is due September 28, 2012. No payments have been made on this note.

On October 6, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $5,800, which bears interest at the rate of 10% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of $0.001 per share. The note is due October 6, 2012. No payments have been made on this note.

On October 21, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $1,700, which bears interest at the rate of 10% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of $0.001 per share. The note is due October 31, 2012. No payments have been made on this note.

On November 23, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $2,000, which bears interest at the rate of 10% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of $0.001 per share. The note is due November 23, 2012. No payments have been made on this note.

On December 5, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $11,500, which bears interest at the rate of 10% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of $0.001 per share. The note is due December 5, 2012. No payments have been made on this note.

Convertible Notes – Non-Affiliated Related Party – NexPhase

On June 21, 2010, we entered into a convertible promissory demand note with an investment firm in the amount of $105,000, which bears interest at the rate of 12% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of either the greater of: (i) twice the par value of the common stock; or (ii) a 75% discount to the market closing bid price on the date of the conversion. The note is due June 21, 2011. No payments have been made on this note. On March 8, 2011, the note was assigned to us.

On August 4, 2010, we entered into a convertible promissory demand note with an investment firm in the amount of $60,000, which bears interest at the rate of 12% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of either the greater of: (i) twice the par value of the common stock; or (ii) a 75% discount to the market closing bid price on the date of the conversion. The note is due August 4, 2011. No payments have been made on this note. On March 1, 2011, the note was assigned to us.

On November 1, 2010, we entered into a convertible promissory demand note with an investment firm in the amount of $70,000, which bears interest at the rate of 12% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of either the greater of: (i) twice the par value of the common stock; or (ii) a 75% discount to the market closing bid price on the date of the conversion. The note is due November 1, 2011. No payments have been made on this note.

On December 1, 2010, we entered into a convertible promissory demand note with an investment firm in the amount of $10,000, which bears interest at the rate of 12% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of either the greater of: (i) twice the par value of the common stock; or (ii) a 75% discount to the market closing bid price on the date of the conversion. The note is due December 1, 2011. No payments have been made on this note.

On December 8, 2010, we entered into a convertible promissory demand note with an investment firm in the amount of $40,000, which bears interest at the rate of 12% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of either the greater of: (i) twice the par value of the common stock; or (ii) a 75% discount to the market closing bid price on the date of the conversion. The note is due December 8, 2011. No payments have been made on this note.

On December 23, 2010, we entered into a convertible promissory demand note with an investment firm in the amount of $10,000, which bears interest at the rate of 12% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of either the greater of: (i) twice the par value of the common stock; or (ii) a 75% discount to the market closing bid price on the date of the conversion. The note is due December 23, 2011. No payments have been made on this note.

On January 10, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $15,000, which bears interest at the rate of 12% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of either the greater of: (i) twice the par value of the common stock; or (ii) a 75% discount to the market closing bid price on the date of the conversion. The note is due January 10, 2011. No payments have been made on this note.

On February 7, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $10,000, which bears interest at the rate of 12% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of either the greater of: (i) twice the par value of the common stock; or (ii) a 75% discount to the market closing bid price on the date of the conversion. The note is due February 7, 2012. No payments have been made on this note.

On February 11, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $12,000, which bears interest at the rate of 12% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of either the greater of: (i) twice the par value of the common stock; or (ii) a 75% discount to the market closing bid price on the date of the conversion. The note is due February 11, 2012. No payments have been made on this note.

On March 2, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $12,500, which bears interest at the rate of 12% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of either the greater of: (i) twice the par value of the common stock; or (ii) a 75% discount to the market closing bid price on the date of the conversion. The note is due March 2, 2012. No payments have been made on this note.

On March 11, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $20,000, which bears interest at the rate of 12% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of either the greater of: (i) twice the par value of the common stock; or (ii) a 75% discount to the market closing bid price on the date of the conversion. The note is due March 11, 2012. No payments have been made on this note.

On May 9, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $10,000, which bears interest at the rate of 12% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of either the greater of: (i) twice the par value of the common stock; or (ii) a 75% discount to the market closing bid price on the date of the conversion. The note is due May 9, 2012. No payments have been made on this note.

On May 24, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $30,000, which bears interest at the rate of 12% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of either the greater of: (i) twice the par value of the common stock; or (ii) a 75% discount to the market closing bid price on the date of the conversion. The note is due May 24, 2012. No payments have been made on this note.

On June 1, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $15,000, which bears interest at the rate of 12% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of either the greater of: (i) twice the par value of the common stock; or (ii) a 75% discount to the market closing bid price on the date of the conversion. The note is due June 1, 2012. No payments have been made on this note.

On June 20, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $16,000, which bears interest at the rate of 12% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of either the greater of: (i) twice the par value of the common stock; or (ii) a 75% discount to the market closing bid price on the date of the conversion. The note is due June 20, 2012. No payments have been made on this note.

On June 23, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $50,000, which bears interest at the rate of 12% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of either the greater of: (i) twice the par value of the common stock; or (ii) a 75% discount to the market closing bid price on the date of the conversion. The note is due June 23, 2012. No payments have been made on this note.

On July 13, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $14,000, which bears interest at the rate of 12% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of either the greater of: (i) twice the par value of the common stock; or (ii) a 75% discount to the market closing bid price on the date of the conversion. The note is due July 13, 2012. No payments have been made on this note.

On July 27, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $15,000, which bears interest at the rate of 12% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of either the greater of: (i) twice the par value of the common stock; or (ii) a 75% discount to the market closing bid price on the date of the conversion. The note is due July 27, 2012. No payments have been made on this note.

On August 1, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $40,000, which bears interest at the rate of 12% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of either the greater of: (i) twice the par value of the common stock; or (ii) a 75% discount to the market closing bid price on the date of the conversion. The note is due August 1, 2012. No payments have been made on this note.

On August 30, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $5,000, which bears interest at the rate of 12% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of either the greater of: (i) twice the par value of the common stock; or (ii) a 75% discount to the market closing bid price on the date of the conversion. The note is due August 30, 2012. No payments have been made on this note.

On August 31, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $10,000, which bears interest at the rate of 12% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of either the greater of: (i) twice the par value of the common stock; or (ii) a 75% discount to the market closing bid price on the date of the conversion. The note is due August 31, 2012. No payments have been made on this note.

On November 1, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $25,000, which bears interest at the rate of 12% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of $0.001 per share. The note is due November 1, 2012. No payments have been made on this note.

Convertible Notes – Third Parties

On January 17, 2010, we entered into a convertible promissory demand note with an advisory firm for services rendered in the amount of $59,000. The terms of the convertible promissory demand note include a bonus payment (interest) of $5,900 and a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of $0.03 per share. Payments in the amount of $11,750 have been made on this note.

On February 10, 2010, we entered into a convertible promissory demand note with a project consultant for services rendered in the amount of $7,800. The terms of the convertible promissory demand note include a bonus payment (interest) of $780 and a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of $0.03 per share. No payments have been made on this note.

On February 10, 2010, we entered into a convertible promissory demand note with an engineering firm for services rendered in the amount of $27,600. The terms of the convertible promissory demand note include a bonus payment (interest) of $2,760 and a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of $0.03 per share. No payments have been made on this note.

On February 10, 2010, we entered into a convertible promissory demand note with a web designer for services rendered in the amount of $3,150. The terms of the convertible promissory demand note include a bonus payment (interest) of $315 and a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of $0.03 per share. No payments have been made on this note. The note was assigned from the web designer to a non-affiliated related party investment firm. The conversion price was adjusted from $0.03 to $0.001 per share of common stock. On February 25, 2011, a portion of the note in the amount of $1,316 was converted into shares of common stock.

On June 7, 2010, we entered into a convertible promissory demand note in the amount of $10,000. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of $0.03 per share. No payments have been made on this note.

On July 19, 2010, we entered into a convertible promissory demand note with a project consultant for services rendered in the amount of $2,500. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of $0.03 per share. No payments have been made on this note.

On March 2, 2011, we entered into a convertible promissory demand note in the amount of $60,000. The terms of the convertible promissory demand note include interest at the rate of 8% per annum and a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at a price calculated at a 40% discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note. As of December 31, 2011, the entire note has been converted into shares of common stock.

On March 1, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $25,000, which bears interest at the rate of 10% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at the rate of either the greater of: (i) twice the par value of the common stock; or (ii) a 75% discount to the market closing bid price on the date of the conversion. The note is due March 1, 2012. No payments have been made on this note. As of December 31, 2011, the entire note has been converted into shares of common stock.

On April 28, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $56,000. The terms of the convertible promissory demand note include interest at the rate of 8% per annum and a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at a price calculated at a 40% discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note. The note is due January 31, 2012. As of December 31, 2011, a portion of the note in the amount of $35,500 has been converted into shares of common stock.

On June 20, 2011, we entered into a convertible promissory demand note in the amount of $53,000. The terms of the convertible promissory demand note include interest at the rate of 8% per annum and a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at a price calculated at a 40% discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note. The note is due March 22, 2012.

On August 24, 2011, we entered into a convertible promissory demand note in the amount of $15,000. The terms of the convertible promissory demand note include interest at the rate of 10% per annum and a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at a price calculated at a 50% discount to the market closing bid price on the date of the conversion notice. The note is due April 24, 2012. No payments have been made on this note.

On September 1, 2011, we entered into a convertible promissory demand note in the amount of $50,000. The terms of the convertible promissory demand note include interest at the rate of 8% per annum and a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at a price calculated at a 40% discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note. The note is due June 6, 2012.

On October 26, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $12,000, which bears interest at the rate of 12% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at a price calculated at a fifty percent discount to the market closing bid price on the date of the conversion notice. The note is due October 26, 2012. No payments have been made on this note.

On October 26, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $78,124, which bears interest at the rate of 12% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at a price calculated at a fifty percent discount to the market closing bid price on the date of the conversion notice. The note is due October 26, 2012. No payments have been made on this note. The note was assigned and as of December 31, 2011, a portion of the note in the amount of $38,124 has been converted into shares of common stock.

On November 4, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $20,000, which bears interest at the rate of 10% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at a price calculated at a fifty percent discount to the market closing bid price on the date of the conversion notice. The note is due November 4, 2012. No payments have been made on this note. As of December 31, 2011, the entire note has been converted into shares of common stock.

On November 10, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $25,000, which bears interest at the rate of 8% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at a price calculated at a fifty percent discount to the market closing bid price on the date of the conversion notice. The note is due November 10, 2012. No payments have been made on this note. The note was assigned and as of December 31, 2011, the entire note has been converted into shares of common stock.

On December 5, 2011, we entered into a convertible promissory demand note with an investment firm in the amount of $25,000, which bears interest at the rate of 10% per annum. The terms of the convertible promissory demand note include a voluntary conversion feature allowing the holder thereof to convert all or a portion of the amount outstanding into shares of our restricted common stock at a price calculated at a fifty percent discount to the market closing bid price on the date of the conversion notice. The note is due December 5, 2012. No payments have been made on this note. The note was assigned and as of December 31, 2011, a portion of the note in the amount of $6,800 has been converted into shares of common stock.

Stock Repurchase Agreements

On March 31, 2011, we entered into five separate stock repurchase agreements with those certain NexPhase investors to repurchase an aggregate of 244,000 shares of common stock acquired in the NexPhase acquisition. The terms of the stock repurchase agreement include principal and premium interest of 10%. The notes are due June 30, 2012. As of September 30, 2011, payments on certain of the stock repurchase agreements have been made aggregating $14,905.

Executive Employment Agreement

On January 8, 2010, we entered into an executive employment agreement effective January 11, 2010 with our then President/Chief Executive Officer (the “Executive Employment Agreement”). In accordance with the terms and provisions of the Executive Employment Agreement: (i) we shall pay a monthly fee of $15,000; (ii) we shall pay an inception bonus of $150,000; and (iii) the termination date shall be December 31, 2013. As of December 31, 2011, we accrued executive compensation of $488,000.

The executive officer resigned effective November 25, 2010 pursuant to a change in control. The terms of the Executive Employment Agreement remain in effect through December 31, 2013.

Lease

On January 1, 2011, we entered into a three-year office building lease for our corporate headquarters located in Aventura, Florida. The lease terms include: (i) monthly rent commencing on February 1, 2011 in the amount of $3,794.35 plus sales tax; (ii) triple-net provisions; and (iii) our responsibility for the cost of build-out and partitioning of the space.

PURCHASE OF SIGNIFICANT EQUIPMENT

We do not intend to purchase any significant equipment during the next twelve months.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

GOING CONCERN

The independent auditors' report accompanying our December 31, 2011 and December 31, 2010 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

CRITICAL ACCOUNTING POLICIES

The following describes the critical accounting policies used in reporting our financial condition and results of operations. In some cases, accounting standards allow more than one alternative accounting method for reporting. Such is the case with accounting for oil and gas activities described below. In those cases, our reported results of operations would be different should we employ an alternative accounting method.

As of the date of these financial statements, management has considered and included all current standards through and including ASU No. 2011-01 – Receivables and does not anticipate the retroactive application of any new accounting standard(s) to change the financial statements as currently presented.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	49

CONSOLIDATED BALANCE SHEETS AT DECEMBER 31, 2011 AND 2010.	50

CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010 AND FOR THE PERIOD FROM INCEPTION (DECEMBER 31, 2007) TO DECEMBER 31, 2011.	51

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010 AND FOR THE PERIOD FROM INCEPTION (DECEMBER 31, 2007) TO DECEMBER 31, 2010.	52

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE PERIOD FROM INCEPTION (DECEMBER 31, 2007) TO DECEMBER 31, 2011.	54

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.	56

Drake & Klein CPAs

A PCAOB Registered Accounting Firm

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Onteco Corporation

We have audited the accompanying balance sheets of Onteco Corporation as of December 31, 2011 and 2010, and the related statements of income, stockholders’ equity and comprehensive income, and cash flows for the years then ended. The management of Onteco Corporation is responsible for these financial statements. 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 Onteco Corporation as of December 31, 2011 and 2010, and the results of its operations and its cash flows for each of the years then ended 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 in footnote 1 to the financial statements, the Company has not generated revenue and has not established operations which raise substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Drake & Klein CPAs

Drake & Klein CPAs

April 16, 2012

PO Box 2493	2451 McMullen Booth Rd.
Dunedin, FL 34697-2493	Suite 210
727-512-2743	Clearwater, FL 33759-1362

ONTECO CORPORATION AND SUBSIDIARY

(A Development Stage Company)

Consolidated Balance Sheets

	December 31,
	2011			2010

ASSETS

Current assets:
Cash in banks	$	41,804		$	62,428
Due from NexPhase Lighting		-			35,150
Accounts receivable		2,251			-
Inventories		74,947			-
Project development costs		-			27,600

Total current assets		119,002			125,178

Fixed assets:
Property and equipment, net		103,844			-

Other assets:
Security deposits		11,709			-
Intellectual property		2,989,149			-

Total other assets		3,000,858			-

Total assets	$	3,223,704		$	125,178

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
Accounts payable	$	112,046		$	1,942
Accrued interest		65,011			-
Accrued employee compensation		538,000			308,000
Sales tax payable		2,678			-
Advances from non-affiliated related parties		1,100			-
Notes payable, non-affiliated related parties		572,820			173,900
Notes payable, third parties		229,545			108,055
Total current liabilities		1,521,200			591,897

Other liabilities		-			-

Total liabilities		1,521,200			591,897

Commitments and contingencies

Stockholders' equity (deficit):
Preferred stock $.001 par value 10,000,000 shares authorized, 150,000 and no
shares issued and outstanding at December 31, 2011 and 2010, respectively		150			-
Common stock $.001 par value 2,000,000,000 and 350,000,000 shares authorized,
923,444 and 116,893 shares issued and 923,200 and 116,893
shares outstanding at December 31, 2011 and 2010, respectively		923			117
Additional paid-in capital		4,353,363			310,905
Treasury stock, at cost (244 shares)		(61,000	)		-
Deficit accumulated during the development stage		(2,590,932	)		(777,741	)
Total stockholders' equity (deficit)		1,702,504			(466,719	)

Total liabilities and stockholders' equity (deficit)	$	3,223,704		$	125,178

See accompanying notes to consolidated financial statements.

ONTECO CORPORATION AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Operations

							For the Period
							December 31, 2007
							(Inception) to
	For the Year Ended December 31,						December 31,
	2011			2010			2011

Revenue	$	380,216		$	-		$	380,216

Cost of goods sold		187,762						187,762

Gross profit		192,454			-			192,454

Operating expenses:
General and administrative		217,809			23,562			295,419
Investor relations		145,512			-			145,512
Occupancy - Headquarters		72,604			-			77,906
Officer compensation		278,676			335,000			613,676
Professional fees		110,003			31,302			149,955
Staff compensation		406,648			15,000			421,648
Stock-based compensation		115,150			182,500			405,205
Depreciation		9,869			-			9,869
Total operating expenses		1,356,271			587,364			2,119,190

Loss from operations		(1,163,817	)		(587,364	)		(1,926,736	)

Other expenses:
Loss on dispotion of assets		-						567
Interest expense		621,774			13,255			635,029
Write-off of project development costs		27,600			-			27,600
Write-off of amount due from other		-			1,000			1,000
Total other expenses		649,374			14,255			664,196

Net loss	$	(1,813,191	)	$	(601,619	)	$	(2,590,932	)


Net loss per share - basic and diluted	$	(5.69	)	$	(7.87	)

Weighted average number of shares
oustanding during the period -
Basic and diluted		318,761			76,397

See accompanying notes to consolidated financial statements.

ONTECO CORPORATION AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Cash Flows

							For the Period
							December 31, 2007
							(Inception) to
	For the Year Ended December 31,						December 31,
	2011			2010			2011

Cash flows used in operating activities:
Net loss	$	(1,813,191	)	$	(601,619	)	$	(2,590,932	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation		9,869			-			9,869
Stock-based compensation		-			62,500			170,055
Stock issued for services		195,834			120,000			315,834
Cancellation of stock issued for services		(84,000	)		-			(84,000	)
Write-off of project development costs		27,600			-			27,600
Write-off of amounts due to others		-			1,000			-
Loss on disposition of software		-			-			567
Interest accrued on notes payable, non-affiliated related parties		96,755			-			96,755
Interest accrued on notes payable, third parties		12,352			-			12,352
Accretion of beneficial conversion feature as interest expense		537,669			-			537,669
Changes in operating assets and liabilities:
Due from NexPhase Lighting		35,150			(35,150	)		-
Accounts Receivable		(2,251	)		-			(2,251	)
Inventories		(74,947	)		-			(74,947	)
Security deposits		(7,589	)		-			(7,589	)
Accounts payable		109,555			1,942			111,497
Accrued expenses		-			(64,000	)		-
Sales tax payable		2,678			-			2,678
Accrued compensation		230,000			308,000			538,000
Net cash used in operating activities		(724,516	)		(207,327	)		(936,843	)

Cash flows used in investing activities:
Net cash received from acquisition		14,942			-			14,942
Purchase of property and equipment		(79,695	)		-			(80,262	)
Project development costs		-			(27,600	)		(27,600	)
Net cash used in investing activities		(64,753	)		(27,600	)		(92,920	)

Cash flows from financing activities:
Proceeds from issuance of note payable, non-affiliated related parties		511,450			252,005			763,455
Payments on notes payable, non-affiliated related parties		(14,905	)		(11,750	)		(26,655	)
Proceeds from issuance of notes payable, third parties		271,000			57,100			328,100
Advances from non-affiliated related parties		1,100			-			1,100
Proceeds from sale of common stock		-			-			5,567
Net cash provided by financing activities		768,645			297,355			1,071,567

Net increase (decrease) in cash		(20,624	)		62,428			41,804

Cash at beginning of period		62,428			-			-

Cash at end of period	$	41,804		$	62,428		$	41,804


							Continued

See accompanying notes to consolidated financial statements.

ONTECO CORPORATION AND SUBSIDIARY
(A Development Stage Company)
Statements of Cash Flows (Continued)

						For the Period
						December 31, 2007
						(Inception of
						Exploration Stage) to
	For the Year Ended December 31,					December 31,
	2011			2010		2011

Supplemental disclosure of cash flow information:

Cash paid for interest	$	-		$	-	$	-

Cash paid for taxes	$	-		$	-	$	-

Non-cash investing and financing activities:

Net assets acquired in acquisition of NexPhase Lighting	$	(2,700,000	)	$	-	$	(2,700,000	)
Common stock issued		67,500			-		67,500
Additional paid in capital on stock issued		2,632,500			-		2,632,500

Conversion of note payable, related parties to common stock		(138,816	)		-		(154,216	)
Conversion of accrued interest, related parties to common stock		(18,000	)				(18,000	)
Common stock issued		148			-		15,548
Additional paid in capital on stock issued		156,668			-		156,668

Conversion of note payable, third parties to common stock		(258,924	)		-		(258,924	)
Conversion of accrued interest, third parties to common stock		(5,400	)		-		(5,400	)
Common stock issued		481			-		481
Additional paid in capital on stock issued		263,843			-		263,843

Benefical conversion feature discount to notes payable, related parties		(479,323	)		-		(479,323	)
Benefical conversion feature discount to notes payable, third parties		(331,117	)		-		(331,117	)
Additional paid in capital		810,440			-		810,440

Conversion of notes payable, related parties to notes payable, third parties:
Notes payable, related parties		(218,092	)
Accrued interest		(26,022	)
Notes payable, third parties		244,114

244,000 shares of stock acquired and placed in treasury		(61,000	)		-		(61,000	)
Issuance of notes payable to former investors in NexPhase		61,000			-		61,000

See accompanying notes to consolidated financial statements.

ONTECO CORPORATION AND SUBSIDIARY

(A Development Stage Company)

Consolidated Statement of Stockholders' Equity (Deficit)

For the period from December 31, 2007 (Inception) to December 31, 2011

														Deficit
														accumulated			Total
									Additional					during the			stockholders'
	Preferred stock				Common stock				paid-in			Treasury		development			equity
	Shares		Amount		Shares		Amount		capital			stock		stage			(deficit)

Common stock issued per Court Order Dec. 31, 2007		-	$	-		568	$	1	$	566		$	-	$	-		$	567

Net loss for the year ended December 31, 2007		-		-		-		-		-			-		(225	)		(225	)

Balance, December 31, 2007		-		-		568		1		566			-		(225	)		342

Common stock issued per Court Order Jan. 15, 2008		-		-		1,000		1		999			-		-			1,000

Common stock issued for cash		-		-		4,000		4		3,996			-		-			4,000

Net loss for the year ended December 31, 2008		-		-		-		-		-			-		(3,775	)		(3,775	)

Balance, December 31, 2008		-		-		5,568		6		5,561			-		(4,000	)		1,567

Common stock issued for warrants		-		-		28,572		28		(28	)		-		-			-

Common stock issued for compensation		-		-		35,853		36		107,519			-		-			107,555

Net loss for the year ended December 31, 2009		-		-		-		-		-			-		(172,122	)		(172,122	)

Balance, December 31, 2009		-		-		69,993		70		113,052			-		(176,122	)		(63,000	)

Common stock issued for conversion of notes payable to non-affiliated related parties		-		-		14,400		14		15,386			-		-			15,400

Common stock issued for compensation		-		-		12,500		13		62,487			-		-			62,500

Common stock issued for consulting services		-		-		20,000		20		119,980			-		-			120,000

Net loss for the year ended December 31, 2010		-		-		-		-		-			-		(601,619	)		(601,619	)

Balance, December 31, 2010		-	$	-		116,893	$	117	$	310,905		$	-	$	(777,741	)	$	(466,719	)

																	Continued

ONTECO CORPORATION AND SUBSIDIARY

(A Development Stage Company)

Statement of Stockholders' Equity (Deficit) (Continued)

For the period from December 31, 2007 (Inception) to December 31, 2011

																	Deficit
																	accumulated			Total
											Additional						during the			stockholders'
	Preferred stock				Common stock						paid-in			Treasury			exploration			equity
	Shares		Amount		Shares			Amount			capital			stock			stage			(deficit)

Balance, December 31, 2010		-	$	-		116,893		$	117		$	310,905		$	-		$	(777,741	)	$	(466,719	)

Common stock issued for acquisition of subsidiary –NexPhase		-		-		67,500			67			2,699,933			-			-			2,700,000

Common stock issued for conversion of notes payable to non-affiliated related parties		-		-		147,837			148			156,668			-			-			156,816

Common stock issued for conversion of notes payable to third parties		-		-		480,997			481			263,843			-			-			264,324

Common stock issued for consulting services		-		-		24,217			24			95,660			-			-			95,684

Common stock issued to officers for services		-		-		100,000			100			99,900			-			-			100,000

Preferred stock issued to officer for services		150,000		150		-			-			-			-			-			150

Common stock returned for cancelled consulting services		-		-		(14,000	)		(14	)		(83,986	)		-			-			(84,000	)

Common stock re-purchased from NexPhase investors		-		-		(244	)		-			-			(61,000	)		-			(61,000	)

Beneficial conversion feature of convertible notes payable		-		-		-			-			810,440			-			-			810,440

Net loss for the year ended December 31, 2011		-		-		-			-			-			-			(1,813,191	)		(1,813,191	)

Balance, December 31, 2011		150,000	$	150		923,200		$	923		$	4,353,363		$	(61,000	)	$	(2,590,932	)	$	1,702,504

See accompanying notes to consolidated financial statements.

ONTECO CORPORATION AND SUBSIDIARY

(A Development Stage Company)

Notes to Consolidated Financial Statements

December 31, 2011

Note 1 – Nature of Business, Presentation, and Going Concern

Organization

Onteco Corporation ("the Company") was organized under the laws of the State of Nevada on December 31, 2007. The Company was established as part of the implementation of the Chapter 11 plan of reorganization of Arrin Systems, Inc. ("Arrin"). Arrin filed for Chapter 11 Bankruptcy in April 2007 in the U.S. Bankruptcy Court for the Southern District of California. Arrin’s plan of reorganization was confirmed by the Court on December 12, 2007 and became effective on December 30, 2007. The plan of reorganization provided for the establishment of the Issuer and the sale to the Issuer of Arrin’s proprietary software (used in the employee background screening industry) in exchange for 568 shares of InfoSpi’s common stock which were distributed to Arrin’s general unsecured creditors.

At that time, management believed the Company lacked the resources to effectively market its services on its own and therefore engaged in a search for a merger or acquisition partner with the resources to either develop this business or enter another line of business which will bring value to the Issuer's shareholders.

The Company was founded to develop innovative, practical and cost-effective solutions to some of the most significant environmental challenges facing industries and governments around the world. Additionally, these solutions must show promise of generating profits for the company. Specifically the company has determined that one industry that meets both of the above-mentioned prongs of criteria is the Energy Saving Lighting Industry.

Effective on February 14, 2011, the Board of Directors of the Company approved and authorized the execution of a definitive agreement dated February 14, 2011 (the “Agreement”) among the Company, NexPhase Lighting, Inc., a privately held Florida corporation (“NexPhase”)., and the shareholders of NexPhase (the “NexPhase Shareholders”). In accordance with the terms and provisions of the Agreement: (i) the Company acquired from the NexPhase Shareholders an aggregate 55,622,000 shares of common stock of NexPhase representing the total issued and outstanding shares of NexPhase; (ii) in exchange thereof, the Company issued to the NexPhase Shareholders an aggregate 67,500 shares of its restricted common stock generally in proportion to the equity holdings of the NexPhase Shareholders; (iii) NexPhase transferred and assigned to the Company all existing material contracts including those related to distribution, licensing and marketing and those dealing with the grant of rights for the use of any and all intellectual property; (iv) the Company assumed all other assets of NexPhase, including licenses, royalty rights, equipment, product designs, marketing and sale materials, logos, trademarks, copyrights and website; and (v) the Company further assumed all liabilities of NexPhase, including all trade and debt obligations. Therefore, as of the February 14, 2011, NexPhase has become a wholly-owned subsidiary of the Company.

Stock Splits

On November 2, 2011, the Company's Board of Directors declared a one for one-thousand reverse stock split of all outstanding shares of common stock. All common share and per common share data in these consolidated financial statements and related notes hereto have been retroactively adjusted to account for the effect of the reverse stock split for all periods presented prior to November 2, 2011. The total number of authorized common shares and the par value thereof was not changed by the split.

Basis of Presentation

The accompanying financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”).

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred a net loss of $1,813,191 for the year ended December 31, 2011 and has incurred cumulative losses since inception of $2,590,932. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate revenues, its ability to continue to raise investment capital, and to implement its business plan. No assurance can be given that the Company will be successful in these efforts.

The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.

Note 2 – Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to its deferred income tax asset valuation allowances.

The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Principles of Consolidation

The consolidated financial statements include the accounts of Onteco Corporation and its wholly-owned subsidiary, NexPhase Lighting, Inc. All significant inter-company balances and transactions have been eliminated in consolidation.

Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At December 31, 2011 and 2010, respectively, the Company had no cash equivalents.

Accounts Receivable

The Company grants unsecured credit to commercial and governmental customers in the United States and abroad. Accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on historical write-off experience, customer specific facts and economic conditions. Bad debt expense was $0 for the years ended December 31, 2011 and 2010, respectively. At December 31, 2011 and 2010, the allowance for doubtful accounts was $0 and $0, respectively.

Outstanding account balances are reviewed individually for collectability. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance sheet credit exposure to its customers.

Inventories

Inventories are stated at the lower of cost or market (“LCM”). The Company uses the first-in-first-out (“FIFO”) method of valuing inventory. Inventory consists primarily of finished goods and accessories for resale.

Property and Equipment

Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of property and equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful lives ranging from 5 years to 7 years. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statements of operations. Leasehold improvements are amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever is shorter.

Depreciation expense was $9,869 and $0 for the years ended December 31, 2011 and 2010, respectively.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash, prepaid expenses, accounts payable and notes payable. The carrying amount of cash, prepaid expenses, payables and notes payable approximates fair value because of the short-term nature of these items.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist principally of cash. Cash was deposited with a high quality credit institution.

Beneficial Conversion Feature of Convertible Notes Payable

The Company accounts for convertible notes payable in accordance with the guidelines established by the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 470-20, “Debt with Conversion and Other Options”, Emerging Issues Task Force ("EITF") 98-5, Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios and EITF 00-27, Application of Issue No 98-5 To Certain Convertible Instruments. The Beneficial Conversion Feature ("BCF") of a convertible note is normally characterized as the convertible portion or feature of certain notes payable that provide a rate of conversion that is below market value or in-the-money when issued. The Company records a BCF related to the issuance of a convertible note when issued and also records the estimated fair value of any warrants issued with those convertible notes.

The BCF of a convertible note is measured by allocating a portion of the note's proceeds to the warrants, if applicable, and as a reduction of the carrying amount of the convertible note equal to the intrinsic value of the conversion feature, both of which are credited to additional paid-in-capital. The Company calculates the fair value of warrants issued with the convertible note using the Black Scholes valuation model and uses the same assumptions for valuing employee options in accordance with ASC Topic 718 “Compensation – Stock Compensation”. The only difference is that the contractual life of the warrants is used.

The value of the proceeds received from a convertible note is then allocated between the conversion features and warrants on a relative fair value basis. The allocated fair value is recorded in the financial statements as a debt discount (premium) from the face amount of the note and such discount is amortized over the expected term of the convertible note (or to the conversion date of the note, if sooner) and is charged to interest expense.

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740. “Accounting for Income Taxes” The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently exacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduced deferred tax assets to the amount that is believed more likely than not to be realized.

Basic and Diluted Loss Per Share

The Company computes income (loss) per share in accordance with ASC 260, "Earnings per Share", which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing income (loss) available to common shareholders by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential shares of common stock outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. There were no potentially dilutive shares as of December 31, 2011 and 2010.

Accounting for Obligations and Instruments Potentially to be settled in the Company’s Own Stock

We account for obligations and instruments potentially to be settled in the Company’s stock in accordance with ASC 815 “Accounting for Derivative Financial Instruments”. This issue addresses the initial balance sheet classification and measurement of contracts that are indexed to, and potentially settled in, the Company’s own stock.

Valuation of Long-lived Assets

The Company reviews the recoverability of its long-lived assets; including buildings, equipment and intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the Company’s ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. The primary measure of fair value is based on discounted cash flows. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations.

The Company amortizes the costs of other intangibles (excluding goodwill) over their estimated useful lives unless such lives are deemed indefinite. Amortizable intangible assets are tested for impairment based on undiscounted cash flows and, if impaired, written down to fair value based on either discounted cash flows or appraised values. Intangible assets with indefinite lives are tested for impairment, at least annually, and written down to fair value as required.

As of December 31, 2011, the Company has $2.989.149 of indefinite lived intangibles assets consisting of intellectual property acquired in the acquisition of NexPhase. The Company determined there were no impairments to the carrying values of goodwill or intellectual property as of December 31, 2011.

Fair Value Accounting

On October 1, 2010, we adopted ASC 820, “Fair Value Measurements.” which defines fair value, establishes guidelines for measuring fair value and expands disclosures regarding fair value measurements. ASC 820 does not require any new fair value measurements, and has been partially deferred for non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis. The partial adoption of ASC 820 for financial assets and liabilities did not have a material impact on our financial position, results of operations or cash flow.

Revenue and Expense Recognition

Revenue is recognized when earned rather than when received. Sales are recognized when a product is delivered or shipped to the customer and all material conditions relating to the sale have been substantially performed. Expenses are charged to operations as incurred.

Stock-based Compensation

The Company accounts for employee stock-based compensation costs such that all share-based payments to employees, including grants of employee stock options, are recognized in our statements of operations based on their fair values. Unless otherwise determined, the Company will utilize the Black-Scholes option pricing model, as appropriate, to estimate the fair value of employee stock based compensation at the date of grant, which requires the input of highly subjective assumptions, including expected volatility and expected life. Changes in these inputs and assumptions can materially affect the measure of estimated fair value of our stock-based compensation. Other factors considered by the Company when issuing stock-based compensation include:

	1.	A lack of observable market price because of the minimal volume of shares that had been traded on any independent market since inception of the Company,
	2.	The volatility of the market price due to the limited marketability of the shares,
	3.	The number of shares being issued compared to the number of shares of common stock outstanding prior to the stock issuance,
	4.	The unregistered status of the shares which limits the marketability of the shares,
	5.	The fact that issuance of the shares may not change who is in control of the Company, and
	6.	The estimated value of the services provided.

During the year ended December 31, 2011 and 2010, the Company granted no stock options to the Company's employees, directors and consultants.

Accounting Standards Codification

The FASB’s Accounting Standards Codification (“ASC”) became effective on September 15, 2009. At that date, the ASC became FASB’s officially recognized source of authoritative generally accepted accounting principles (“GAAP”) applicable to all public and non-public non-governmental entities, superseding existing FASB, American Institute of Certified Public Accountants (“AICPA”), Emerging Issues Task Force (“EITF”) and related literature. All other accounting literature is considered non-authoritative. The switch to the ASC affects the way companies refer to U.S. GAAP in financial statements and accounting policies. Citing particular content in the ASC involves specifying the unique numeric path to the content through the Topic, Subtopic, Section and Paragraph structure.

Reclassifications

Certain items on the 2010 consolidated statement of cash flows and statement of stockholders’ equity (deficit) have been reclassified to conform to current period presentation.

Development Stage Company

Since its formation of December 31, 2007, the Company became a “development stage company” as defined in ASC Topic 915 “Development Stage Entities”. To date, the Company's planned principal operations have not fully commenced.

Effect of Recent Accounting Pronouncements

The Company reviews new accounting standards as issued. No new standards had any material effect on these financial statements. The accounting pronouncements issued subsequent to the date of these financial statements that were considered significant by management were evaluated for the potential effect on these financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these financial statements as presented and does not anticipate the need for any future restatement of these financial statements because of the retro-active application of any accounting pronouncements issued subsequent to December 31, 2011 through the date these financial statements were issued.

Note 3 – Project Development Costs

On January 15, 2010 the Company engaged an engineering firm to design, plan and supervise the development of proprietary “critical reactor” equipment to be used in environmentally friendly sewer and sludge conversion and used tire and plastic recovery. The initial cost of this project, in the amount of $27,600 was capitalized pending the results of the Company’s efforts to commercialize this technology. On June 30, 2011, Management determined that although the critical reactor project was commercially feasible, it was in the best interest of the company to commit all future funding to the NexPhase Lighting subsidiary. Therefore, on June 30, 2011, the project development cost in the amount of $27,600 was written off.

Note 4 – Notes Payable – Non-affiliated Related Parties

	December 31, 2011						December 31, 2010
					Principal,						Principal,
			Unamortized		net of				Unamortized		net of
	Principal		Discount		Discounts		Principal		Discount		Discounts
Notes Payable -- Related Parties - Onteco

On February 10, 2010 the Company entered into a convertible promissory note with a web designer for services rendered in the amount of $3,150. Terms include bonus interest of $315, the note is payable on demand and has no stated interest rate or due date. On January 3, 2011 the parties amended the terms and conditions of the promissory note as follows: On January 5, 2011, the note was assigned from the web designer to a non-affiliated related party investment firm. The “Note Conversion Price” shall be adjusted from $0.03 to the par value of the common stock, or $0.001 per share representing 3,465,000 unregistered common shares. No payments have been made on this note. On February 25, 2011 a portion of the note in the amount of $1,316 was converted to Common Stock.	$	2,149	$	-	$	2,149	$	-	$	-	$	-

On June 7, 2010 the Company entered into a convertible promissory note with an investor in the amount of $5,000. The note is payable on demand, has no stated interest rate or due date and is convertible at a rate of $0.03. No payments have been made on this note.		5,000		-		5,000		-		-		-

On August 9, 2010 the Company entered into a convertible promissory note with an investor in the amount of $5,000. The note is payable on demand, has no stated interest rate or due date and is convertible at a rate of $0.001. No payments have been made on this note.		5,000		-		5,000		5,000		-		5,000

On August 25, 2010 the Company entered into a convertible promissory note with an investor in the amount of $4,000. The note is payable on demand, has no stated interest rate or due date and is convertible at a rate of $0.001. No payments have been made on this note.		4,000		-		4,000		4,000		-		4,000

On September 2, 2010 the Company entered into a convertible promissory note with an investor in the amount of $20,000. The note is payable on demand, has no stated interest rate or due date and is convertible at a rate of $0.001 per share. No payments have been made on this note.		20,000		-		20,000		20,000		-		20,000

On October 13, 2010 the Company entered into a convertible promissory note with an investor in the amount of $3,000. The note is payable on demand, has no stated interest rate or due date and is convertible at a rate of $0.001 per share. No payments have been made on this note.		3,000		-		3,000		3,000		-		3,000

On October 29, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $30,000. Terms include simple interest at twelve percent (12.0%), the note is due on October 29, 2011 and is convertible at the option of the holder at a price which is the greater of (i) twice the par value of the common stock, or (ii) a seventy-five percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note. The note is currently in default.		30,000		-		30,000		-		-		-

On November 4, 2010 the Company entered into a convertible promissory note with an investor in the amount of $19,600. The note is payable on demand, includes bonus interest of $1,600, has no due date and is convertible at a rate of $0.001 per share. No payments have been made on this note.		19,600		-		19,600		19,600		-		19,600

	December 31, 2011							December 31, 2010
						Principal,						Principal,
			Unamortized			net of				Unamortized		net of
	Principal		Discount			Discounts		Principal		Discount		Discounts

On November 8, 2010 the Company entered into a convertible promissory note with an investment firm in the amount of $5,500. Terms include bonus interest of $500, the note is payable on demand and is convertible at a rate of $0.001 per share. No payments have been made on this note.		5,500		-			5,500		5,500		-		5,500

On November 15, 2010 the Company entered into a convertible promissory note with an investor in the amount of $28,000. The note is payable on demand, has no stated interest rate or due date and is convertible at a rate of $0.001. No payments have been made on this note.		28,000		-			28,000

On November 30, 2010 the Company entered into a convertible promissory note with an investment firm in the amount of $9,300. Terms include bonus interest of $930, the note is payable on demand and has no stated interest rate or due date and is convertible at a rate of $0.001 per share. No payments have been made on this note.		9,300		-			9,300		9,300		-		9,300

On December 15, 2010 the Company entered into a convertible promissory note with an investment firm in the amount of $15,500. Terms include simple interest at ten percent (10.0%), the note is due on December 15, 2011 and is convertible at the option of the holder at a price which is the greater of (i) twice the par value of the common stock, or (ii) a seventy-five percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note.		15,500		-			15,500		7,500		-		7,500

On December 23, 2010 the Company entered into a convertible promissory note with an investment firm in the amount of $100,000. Terms include simple interest at ten percent (10.0%), the note is due on December 23, 2011 and is convertible at the option of the holder at a price which is the greater of (i) twice the par value of the common stock, or (ii) a seventy-five percent discount to the market closing bid price on the date of the conversion notice. As of December 31, 2011, a portion of this note in the amount of $44,500 and accrued interest in the amount of $500 has been sold and assigned by the noteholder to third party investors. As of December 31, 2011, a portion of the note in the amount of $55,500, plus accrued interest of $7,549, has been converted to Common Stock. The balance of the note at December 31, 2011 is $0.		-		-			-		100,000		-		100,000

On January 10, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $1,000. Terms include simple interest at ten percent (10.0%), the note is due on January 10, 2012 and is convertible at the option of the holder at a price which is the greater of (i) twice the par value of the common stock, or (ii) a seventy-five percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note.		1,000		(27	)		973		-		-		-

On February 23, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $21,600. Terms include simple interest at ten percent (10.0%), the note is due on February 23, 2012 and is convertible at the option of the holder at a price which is the greater of (i) twice the par value of the common stock, or (ii) a seventy-five percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note.		21,600		(3,195	)		18,405		-		-		-

	December 31, 2011							December 31, 2010
						Principal,						Principal,
			Unamortized			net of				Unamortized		net of
	Principal		Discount			Discounts		Principal		Discount		Discounts

On March 1, 2011 the Company entered into a convertible promissory note assigned from NexPhase in the amount of $60,000. Terms include simple interest at ten percent (10.0%), the note is due on March 1, 2012 and is convertible at the option of the holder at a price which is the greater of (i) twice the par value of the common stock, or (ii) a seventy-five percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note. As of December 31, 2011, a portion of the note in the amount of $49,000 has been converted to Common Stock.		11,000		(1,833	)		9,167		-		-		-

On March 2, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $6,000. Terms include simple interest at ten percent (10.0%), the note is due on March 2, 2012 and is convertible at the option of the holder at a price which is the greater of (i) twice the par value of the common stock, or (ii) a seventy-five percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note. As of December 31, 2011, the entire note has been converted to Common Stock.		-		-			-		-		-		-

On March 8, 2011 the Company entered into a convertible promissory note assigned from NexPhase in the amount of $105,000. Terms include simple interest at ten percent (10.0%), the note is due on March 8, 2012 and is convertible at the option of the holder at a price which is the greater of (i) twice the par value of the common stock, or (ii) a seventy-five percent discount to the market closing bid price on the date of the conversion notice. As of December 31, 2011, the entire note has been converted to Common Stock.		-		-			-		-		-		-

On March 10, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $3,000. Terms include simple interest at ten percent (10.0%), the note is due on March 10, 2012 and is convertible at the option of the holder at a price which is the greater of (i) twice the par value of the common stock, or (ii) a seventy-five percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note.		3,000		(574	)		2,426		-		-		-

On March 31, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $5,500. Terms include simple interest at ten percent (10.0%), the note is due on March 31, 2012 and is convertible at the option of the holder at a price which is the greater of (i) twice the par value of the common stock, or (ii) a seventy-five percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note.		5,500		(1,367	)		4,133		-		-		-

On March 31, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $6,500. Terms include simple interest at ten percent (10.0%), the note is due on March 31, 2012 and is convertible at the option of the holder at a price which is the greater of (i) twice the par value of the common stock, or (ii) a seventy-five percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note.		6,500		(1,616	)		4,884		-		-		-

	December 31, 2011							December 31, 2010
						Principal,						Principal,
			Unamortized			net of				Unamortized		net of
	Principal		Discount			Discounts		Principal		Discount		Discounts

On April 11, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $3,000. Terms include simple interest at ten percent (10.0%), the note is due on April 11, 2012 and is convertible at the option of the holder at a price which is the greater of (i) twice the par value of the common stock, or (ii) a seventy-five percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note. As of December 31, 2011, the entire note has been converted to Common Stock.		-		-			-		-		-		-

On April 14, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $17,500. Terms include simple interest at ten percent (10.0%), the note is due on April 14, 2012 and is convertible at the option of the holder at a price which is the greater of (i) twice the par value of the common stock, or (ii) a seventy-five percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note.		17,500		(5,020	)		12,480		-		-		-

On April 15, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $27,000. Terms include simple interest at ten percent (10.0%), the note is due on April 15, 2012 and is convertible at the option of the holder at a price which is the greater of (i) twice the par value of the common stock, or (ii) a seventy-five percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note.		27,000		(7,819	)		19,181

On April 18, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $1,000. Terms include simple interest at ten percent (10.0%), the note is due on April 18, 2012 and is convertible at the option of the holder at a price which is the greater of (i) twice the par value of the common stock, or (ii) a seventy-five percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note.		1,000		(298	)		702		-		-		-

On April 18, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $2,000. Terms include simple interest at ten percent (10.0%), the note is due on April 18, 2012 and is convertible at the option of the holder at a price which is the greater of (i) twice the par value of the common stock, or (ii) a seventy-five percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note.		2,000		(595	)		1,405		-		-		-

On April 21, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $5,000. Terms include simple interest at ten percent (10.0%), the note is due on April 21, 2012 and is convertible at the option of the holder at a price which is the greater of (i) twice the par value of the common stock, or (ii) a seventy-five percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note.		5,000		(1,530	)		3,470		-		-		-

On April 27, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $2,500. Terms include simple interest at ten percent (10.0%), the note is due on April 27, 2012 and is convertible at the option of the holder at a price which is the greater of (i) twice the par value of the common stock, or (ii) a seventy-five percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note.		2,500		(806	)		1,694		-		-		-

	December 31, 2011							December 31, 2010
						Principal,						Principal,
			Unamortized			net of				Unamortized		net of
	Principal		Discount			Discounts		Principal		Discount		Discounts

On April 28, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $2,500. Terms include simple interest at ten percent (10.0%), the note is due on April 28, 2012 and is convertible at the option of the holder at a price which is the greater of (i) twice the par value of the common stock, or (ii) a seventy-five percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note.		2,500		(813	)		1,687		-		-		-

On May 16, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $15,000. Terms include simple interest at ten percent (10.0%), the note is due on May 16, 2012 and is convertible at the option of the holder at a price which is the greater of (i) twice the par value of the common stock, or (ii) a seventy-five percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note.		15,000		(5,614	)		9,386		-		-		-

On June 1, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $3,000. Terms include simple interest at ten percent (10.0%), the note is due on June 1, 2012 and is convertible at the option of the holder at a price which is the greater of (i) twice the par value of the common stock, or (ii) a seventy-five percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note.		3,000		(1,254	)		1,746		-		-		-

On June 10, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $3,000. Terms include simple interest at ten percent (10.0%), the note is due on June 10, 2012 and is convertible at the option of the holder at a price which is the greater of (i) twice the par value of the common stock, or (ii) a seventy-five percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note.		3,000		(1,327	)		1,673		-		-		-

On June 20, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $6,500. Terms include simple interest at ten percent (10.0%), the note is due on June 20, 2012 and is convertible at the option of the holder at a price which is the greater of (i) twice the par value of the common stock, or (ii) a seventy-five percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note.		6,500		(3,054	)		3,446		-		-		-

On June 24, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $2,000. Terms include simple interest at ten percent (10.0%), the note is due on June 24, 2012 and is convertible at the option of the holder at a price which is the greater of (i) twice the par value of the common stock, or (ii) a seventy-five percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note.		2,000		(961	)		1,039		-		-		-

	December 31, 2011							December 31, 2010
						Principal,						Principal,
			Unamortized			net of				Unamortized		net of
	Principal		Discount			Discounts		Principal		Discount		Discounts

On August 4, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $15,000. Terms include simple interest at ten percent (10.0%), the note is due on August 4, 2012 and is convertible at the option of the holder at a price of $0.001 per share. No payments have been made on this note.		15,000		(8,893	)		6,107		-		-		-

On August 4, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $20,000. Terms include simple interest at ten percent (10.0%), the note is due on August 4, 2012 and is convertible at the option of the holder at a price of $0.001 per share. No payments have been made on this note.		20,000		(11,857	)		8,143		-		-		-

On August 18, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $2,500. Terms include simple interest at ten percent (10.0%), the note is due on August 18, 2012 and is convertible at the option of the holder at a price of $0.001 per share. No payments have been made on this note.		2,500		(1,577	)		923		-		-		-

On September 13, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $6,000. Terms include simple interest at ten percent (10.0%), the note is due on September 13, 2012 and is convertible at the option of the holder at a price of $0.001 per share. No payments have been made on this note.		6,000		(4,212	)		1,788		-		-		-

On September 22, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $1,000. Terms include simple interest at ten percent (10.0%), the note is due on September 22, 2012 and is convertible at the option of the holder at a price of $0.001 per share. No payments have been made on this note.		1,000		(726	)		274		-		-		-

On September 28, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $2,000. Terms include simple interest at ten percent (10.0%), the note is due on September 28, 2012 and is convertible at the option of the holder at a price of $0.001 per share. No payments have been made on this note.		2,000		(1,189	)		811		-		-		-

On October 6, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $5,800. Terms include simple interest at ten percent (10.0%), the note is due on October 6, 2012 and is convertible at the option of the holder at a price of $0.001 per share. No payments have been made on this note.		5,800		(444	)		5,356		-		-		-

On October 21, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $1,700. Terms include simple interest at ten percent (10.0%), the note is due on October 21, 2012 and is convertible at the option of the holder at a price of $0.001 per share. No payments have been made on this note.		1,700		(548	)		1,152		-		-		-

On November 23, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $2,000. Terms include simple interest at ten percent (10.0%), the note is due on November 23, 2012 and is convertible at the option of the holder at a price of $0.001 per share. No payments have been made on this note.		2,000		(717	)		1,283		-		-		-

On December 5, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $11,500. Terms include simple interest at ten percent (10.0%), the note is due on December 5, 2012 and is convertible at the option of the holder at a price of $0.001 per share. No payments have been made on this note.		11,500		(4,273	)		7,227		-		-		-

	December 31, 2011							December 31, 2010
						Principal,						Principal,
			Unamortized			net of				Unamortized		net of
	Principal		Discount			Discounts		Principal		Discount		Discounts

On March 31, 2011 the Company entered into a stock repurchase agreement with a NexPhase investor to repurchase 100,000 shares of Common Stock acquired in the NexPhase acquisition. Terms include principal in the amount of $27,500 including premium interest of ten percent (10.0%) ($2,500), the note is due on June 30, 2012. Payments totaling $7,453 have been made on this note as of September 30, 2011.		20,048		-			20,048		-		-		-

On March 31, 2011 the Company entered into a stock repurchase agreement with a NexPhase investor to repurchase 20,000 shares of Common Stock acquired in the NexPhase acquisition. Terms include principal in the amount of $5,500 including premium interest of ten percent (10.0%) ($500), the note is due on June 30, 2012. No payments have been made on this note. Payments totaling $1,490 have been made on this note as of September 30, 2011.		4,010		-			4,010		-		-		-

On March 31, 2011 the Company entered into a stock repurchase agreement with a NexPhase investor to repurchase 24,000 shares of Common Stock acquired in the NexPhase acquisition. Terms include principal in the amount of $6,600 including premium interest of ten percent (10.0%) ($600), the note is due on June 30, 2012. No payments have been made on this note.		6,600		-			6,600		-		-		-

On March 31, 2011the Company entered into a stock repurchase agreement with a NexPhase investor to repurchase 20,000 shares of Common Stock acquired in the NexPhase acquisition. Terms include principal in the amount of $5,500 including premium interest of ten percent (10.0%) ($500), the note is due on June 30, 2012. No payments have been made on this note.		5,500		-			5,500		-		-		-

On March 31, 2011 the Company entered into a stock repurchase agreement with a NexPhase investor to repurchase 80,000 shares of Common Stock acquired in the NexPhase acquisition. Terms include principal in the amount of $22,000 including premium interest of ten percent (10.0%) ($2000), the note is due on June 30, 2012. On June 21 2011, a payment in the amount of $2,200 was made on this note. Payments totaling $5,962 have been made on this note as of September 30, 2011.		16,038		-			16,038		-		-		-


Subtotal Notes Payable -- Related Parties - Onteco		402,345		(72,139	)		330,206		173,900		-		173,900

	December 31, 2011						December 31, 2010
					Principal,						Principal,
			Unamortized		net of				Unamortized		net of
	Principal		Discount		Discounts		Principal		Discount		Discounts
Notes Payable -- Related Parties - NexPhase
On June 21, 2010 the Company entered into a convertible promissory note with an investment firm in the amount of $105,000. Terms include simple interest at twelve percent (12.0%), the note is due on June 21, 2011 and is convertible at the option of the holder at a price which is the greater of (i) twice the par value of the common stock, or (ii) a seventy-five percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note. On March 8, 2011, the Note was assigned to Onteco.		-		-		-		-		-		-

On August 4, 2010 the Company entered into a convertible promissory note with an investment firm in the amount of $60,000. Terms include simple interest at twelve percent (12.0%), the note is due on August 4, 2011 and is convertible at the option of the holder at a price which is the greater of (i) twice the par value of the common stock, or (ii) a seventy-five percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note. On March 1, 2011, the Note was assigned to Onteco.		-		-		-		-		-		-

On November 1, 2010 the Company entered into a convertible promissory note with an investment firm in the amount of $70,000. Terms include simple interest at twelve percent (12.0%), the note is due on November 1, 2011 and is convertible at the option of the holder at a price which is the greater of (i) twice the par value of the common stock, or (ii) a seventy-five percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note. On October 26, 2011, the note, plus accrued interest of $8,124, was sold and assigned to a thrid party investment firm by the holder.		-		-		-		-		-		-

On December 1, 2010 the Company entered into a convertible promissory note with an investment firm in the amount of $10,000. Terms include simple interest at twelve percent (12.0%), the note is due on December 1, 2011 and is convertible at the option of the holder at a price which is the greater of (i) twice the par value of the common stock, or (ii) a seventy-five percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note.		10,000		-		10,000		-		-		-

On December 8, 2010 the Company entered into a convertible promissory note with an investment firm in the amount of $40,000. Terms include simple interest at twelve percent (12.0%), the note is due on December 8, 2011 and is convertible at the option of the holder at a price which is the greater of (i) twice the par value of the common stock, or (ii) a seventy-five percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note.		40,000		-		40,000		-		-		-

	December 31, 2011							December 31, 2010
						Principal,						Principal,
			Unamortized			net of				Unamortized		net of
	Principal		Discount			Discounts		Principal		Discount		Discounts

On December 23, 2010 the Company entered into a convertible promissory note with an investment firm in the amount of $10,000. Terms include simple interest at twelve percent (12.0%), the note is due on December 23, 2011 and is convertible at the option of the holder at a price which is the greater of (i) twice the par value of the common stock, or (ii) a seventy-five percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note.		10,000		-			10,000		-		-		-

On January 10, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $15,000. Terms include simple interest at twelve percent (12.0%), the note is due on January 10, 2012 and is convertible at the option of the holder at a price which is the greater of (i) twice the par value of the common stock, or (ii) a seventy-five percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note.		15,000		-			15,000		-		-		-

On February 7, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $10,000. Terms include simple interest at twelve percent (12.0%), the note is due on February 7, 2012 and is convertible at the option of the holder at a price which is the greater of (i) twice the par value of the common stock, or (ii) a seventy-five percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note.		10,000		-			10,000		-		-		-

On February 11, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $12,000. Terms include simple interest at twelve percent (12.0%), the note is due on February 11, 2012 and is convertible at the option of the holder at a price which is the greater of (i) twice the par value of the common stock, or (ii) a seventy-five percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note.		12,000		-			12,000		-		-		-

On March 2, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $12,500. Terms include simple interest at twelve percent (12.0%), the note is due on March 2, 2012 and is convertible at the option of the holder at a price which is the greater of (i) twice the par value of the common stock, or (ii) a seventy-five percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note.		12,500		(2,117	)		10,383		-		-		-

On March 11, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $20,000. Terms include simple interest at twelve percent (12.0%), the note is due on March 11, 2012 and is convertible at the option of the holder at a price which is the greater of (i) twice the par value of the common stock, or (ii) a seventy-five percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note.		20,000		(3,880	)		16,120		-		-		-

	December 31, 2011							December 31, 2010
						Principal,						Principal,
			Unamortized			net of				Unamortized		net of
	Principal		Discount			Discounts		Principal		Discount		Discounts

On May 9, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $10,000. Terms include simple interest at twelve percent (12.0%), the note is due on May 9, 2012 and is convertible at the option of the holder at a price which is the greater of (i) twice the par value of the common stock, or (ii) a seventy-five percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note.		10,000		(3,552	)		6,448		-		-		-

On May 24, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $30,000. Terms include simple interest at twelve percent (12.0%), the note is due on May 24, 2012 and is convertible at the option of the holder at a price which is the greater of (i) twice the par value of the common stock, or (ii) a seventy-five percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note.		30,000		(11,885	)		18,115		-		-		-

On June 1, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $15,000. Terms include simple interest at twelve percent (12.0%), the note is due on June 1, 2012 and is convertible at the option of the holder at a price which is the greater of (i) twice the par value of the common stock, or (ii) a seventy-five percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note.		15,000		(6,270	)		8,730		-		-		-

On June 20, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $16,000. Terms include simple interest at twelve percent (12.0%), the note is due on June 20, 2012 and is convertible at the option of the holder at a price which is the greater of (i) twice the par value of the common stock, or (ii) a seventy-five percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note.		16,000		(7,519	)		8,481		-		-		-

On June 23, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $50,000. Terms include simple interest at twelve percent (12.0%), the note is due on June 23, 2012 and is convertible at the option of the holder at a price which is the greater of (i) twice the par value of the common stock, or (ii) a seventy-five percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note.		50,000		(23,907	)		26,093		-		-		-

On July 13, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $14,000. Terms include simple interest at twelve percent (12.0%), the note is due on July 13, 2012 and is convertible at the option of the holder at a price which is the lesser of (i) the par value of the common stock, or (ii) a seventy-five percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note.		14,000		(7,458	)		6,542		-		-		-

	December 31, 2011							December 31, 2010
						Principal,						Principal,
			Unamortized			net of				Unamortized		net of
	Principal		Discount			Discounts		Principal		Discount		Discounts

On July 27, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $15,000. Terms include simple interest at twelve percent (12.0%), the note is due on July 27, 2012 and is convertible at the option of the holder at a price which is the lesser of (i) the par value of the common stock, or (ii) a seventy-five percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note.		15,000		(8,565	)		6,435		-		-		-

On August 1, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $40,000. Terms include simple interest at twelve percent (12.0%), the note is due on August 1, 2012 and is convertible at the option of the holder at a price of $0.001.		40,000		(23,387	)		16,613		-		-		-

On August 30, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $5,000. Terms include simple interest at twelve percent (12.0%), the note is due on August 30, 2012 and is convertible at the option of the holder at a price which is the lesser of (i) the par value of the common stock, or (ii) a seventy-five percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note.		5,000		(3,319	)		1,681		-		-		-

On August 31, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $10,000. Terms include simple interest at twelve percent (12.0%), the note is due on August 31, 2012 and is convertible at the option of the holder at a price which is the lesser of (i) the par value of the common stock, or (ii) a seventy-five percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note.		10,000		(6,666	)		3,334		-		-		-

On November 1, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $25,000. Terms include simple interest at twelve percent (12.0%), the note is due on November 1, 2012 and is convertible at the option of the holder at a price of $0.001 per share. No payments have been made on this note.		25,000		(8,361	)		16,639		-		-		-



Subtotal Notes Payable -- Related Parties -- NexPhase		359,500		(116,886	)		242,614		-		-		-

Total Notes Payable -- Related Parties	$	761,845	$	(189,025	)	$	572,820	$	173,900	$	-	$	173,900

Note 5 – Notes Payable – Third Parties

	December 31, 2011						December 31, 2010
					Principal,						Principal,
			Unamortized		net of				Unamortized		net of
	Principal		Discount		Discounts		Principal		Discount		Discounts

On January 17, 2010 the Company entered into a convertible promissory note with an advisory firm for services rendered in the amount of $59,000. Terms include bonus interest of $5,900, the note is payable on demand and has no stated interest rate or due date and is convertible at a rate of $0.03 per share or 1,771,667 unregistered common shares. Total payments of $11,750 have been made on this note.	$	53,150	$	-	$	53,150	$	53,150	$	-	$	53,150

On February 10, 2010 the Company entered into a convertible promissory note with a project consultant for services rendered in the amount of $7,800. Terms include bonus interest of $780, the note is payable on demand and has no stated interest rate or due date and is convertible at a rate of $0.03 per share or 286,000 unregistered common shares. No payments have been made on this note.		8,580		-		8,580		8,580		-		8,580

On February 10, 2010 the Company entered into a convertible promissory note with an engineering firm for services rendered in the amount of $27,600. Terms include bonus interest of $2,760, the note is payable on demand and has no stated interest rate or due date and is convertible at a rate of $0.03 per share or 1,012,000 unregistered common shares. No payments have been made on this note.		30,360		-		30,360		30,360		-		30,360

On February 10, 2010 the Company entered into a convertible promissory note with a web designer for services rendered in the amount of $3,150. Terms include bonus interest of $315, the note is payable on demand and has no stated interest rate or due date. On January 3, 2011 the parties amended the terms and conditions of the promissory note as follows: The note was assigned from the web designer to a non-affiliated related party investment firm. The “Note Conversion Price” shall be adjusted from $0.03 to the par value of the common stock, or $0.001 per share representing 3,465,000 unregistered common shares. No payments have been made on this note. On January 5, 2011, the note was assigned to a related party investment firm.		-		-		-		3,465		-		3,465

On June 7, 2010 the Company entered into a convertible promissory note with an investor in the amount of $10,000. The note is payable on demand and has no stated interest rate or due date and is convertible at a rate of $0.03 per share or 333,333 unregistered common shares. No payments have been made on this note.		10,000		-		10,000		10,000		-		10,000

	December 31, 2011							December 31, 2010
						Principal,						Principal,
			Unamortized			net of				Unamortized		net of
	Principal		Discount			Discounts		Principal		Discount		Discounts

On July 19, 2010 the Company entered into a convertible promissory note with an investor in the amount of $2,500. The note is payable on demand and has no stated interest rate or due date and is convertible at a rate of $0.03 per share or 83,333 unregistered common shares. No payments have been made on this note.		2,500		-			2,500		2,500		-		2,500

On March 2, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $60,000. Terms include simple interest at eight percent (8.0%), the note is due on December 5, 2011 and is convertible at the option of the holder at a price calculated at a forty percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note. As of December 31, 2011, the note has been converted to Common Stock.		-		-			-		-		-		-

On March 1, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $25,000. Terms include simple interest at ten percent (10.0%), the note is due on March 1, 2012 and is convertible at the option of the holder at a price which is the greater of (i) twice the par value of the common stock, or (ii) a seventy-five percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note. As of December 31, 2011, the note has been converted to Common Stock.		-		-			-		-		-		-

On April 28 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $56,000. Terms include simple interest at eight percent (8.0%), the note is due on January 31 2012 and is convertible at the option of the holder at a price calculated at a forty percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note. As of December 31, 2011, a portion of the note in the amount of $35,500 has been converted to Common Stock.		20,500		(1,524	)		18,976		-		-		-

On June 20, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $53,000. Terms include simple interest at eight percent (8.0%), the note is due on March 22, 2012 and is convertible at the option of the holder at a price calculated at a forty percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note.		53,000		(10,497	)		42,503		-		-		-

On August 24, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $15,000. Terms include simple interest at ten percent (10.0%), the note is due on April 24, 2012 and is convertible at the option of the holder at a price calculated at a fifty percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note.		15,000		(7,069	)		7,931		-		-		-

	December 31, 2011							December 31, 2010
						Principal,						Principal,
			Unamortized			net of				Unamortized		net of
	Principal		Discount			Discounts		Principal		Discount		Discounts

On September 1, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $50,000. Terms include simple interest at eight percent (8.0%), the note is due on June 6, 2012 and is convertible at the option of the holder at a price calculated at a forty percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note.		50,000		(18,877	)		31,123		-		-		-

On October 26, 2011 the Company entered into a convertible promissory note with an investment firm in the amount of $12,000. Terms include simple interest at twelve percent (12.0%), the note is due on October 26, 2012 and is convertible at the option of the holder at a price calculated at a fifty percent discount to the market closing bid price on the date of the conversion notice. No payments have been made on this note.		12,000		(9,835	)		2,165		-		-		-

On October 26, 2011 the Company entered into a convertible promissory note with a an investment firm in the amount of $78,124. Terms include simple interest at twelve percent (12.0%), the note is due on June 26, 2012 and is convertible at the option of the holder at a price calculated at a fifty percent discount to the market closing bid price on the date of the conversion notice. The note was assigned from a non-affiliated related party investment firm. No payments have been made on this note. As of December 31, 2011, a portion of the note in the amount of $38,124 has been converted to Common Stock.		40,000		(29,180	)		10,820		-		-		-

On November 4, 2011 the Company entered into a convertible promissory note with a an investment firm in the amount of $20,000. Terms include simple interest at ten percent (10.0%), the note is due on December 31, 2012 and is convertible at the option of the holder at a price calculated at a fifty percent discount to the market closing bid price on the date of the conversion notice. The note was assigned from a non-affiliated related party investment firm. No payments have been made on this note. As of December 31, 2011, the note has been converted to Common Stock.		-		-			-		-		-		-

On November 10, 2011 the Company entered into a convertible promissory note with a an investment firm in the amount of $25,000. Terms include simple interest at eight percent (8.0%), the note is due on November 10, 2012 and is convertible at the option of the holder at a price calculated at a fifty percent discount to the market closing bid price on the date of the conversion notice. The note was assigned from a non-affiliated related party investment firm. No payments have been made on this note. As of December 31, 2011, the note has been converted to Common Stock.		-		-			-		-		-		-

	December 31, 2011							December 31, 2010
						Principal,						Principal,
			Unamortized			net of				Unamortized		net of
	Principal		Discount			Discounts		Principal		Discount		Discounts

On December 5, 2011 the Company entered into a convertible promissory note with a an investment firm in the amount of $25,000. Terms include simple interest at ten percent (10.0%), the note is due on December 5, 2012 and is convertible at the option of the holder at a the lesser of par ($0.001) or a price calculated at a fifty percent discount to the market closing bid price on the date of the conversion notice. The note was assigned from a non-affiliated related party investment firm. No payments have been made on this note. As of December 31, 2011, a portion of the note in the amount of $6,800 has been converted to Common Stock.		18,200		(6,763	)		11,437		-		-		-


Total - Notes Payable -- Third Parties	$	313,290	$	(83,745	)	$	229,545	$	108,055	$	-	$	108,055

Note 6 – Executive Compensation Agreement

On January 8, 2010, the Company entered an Executive Employment Agreement effective January 11, 2010 with its Chief Executive Officer. Terms of the agreement include an inception bonus of $150,000 and monthly payments of $15,000. The agreement expires on December 31, 2013.

During the years ended December 31, 2011 and 2010, the Company recorded executive compensation expenses to the Company's chief executive officer; $180,000 and $180,000 respectively, resulting in an accrued employee compensation liability of $488,000 at December 31, 2011.

On November 25, 2010, effective with the change in control, the chief executive officer resigned. The executive compensation agreement remains in effect through December 31, 2013.

Note 7 – Stockholders’ Equity (Deficit) and Common Stock

On June 15, 2010, our Board of Directors and shareholders holding a majority of the total issued and outstanding shares of common stock pursuant to written consents in lieu of a meeting approved an amendment to our Articles of Incorporation to increase the authorized capital (the “2010 Amendment”). The 2010 Amendment was filed with the Nevada Secretary of State on July 22, 2010 increasing our authorized capital from 75,000,000 shares of common stock to 350,000,000 shares of common stock, par value $0.001, and 10,000,000 shares of preferred stock, par value $0.001.

On January 18, 2011, our Board of Directors and shareholders holding a majority of the total issued and outstanding shares of common stock pursuant to written consents in lieu of a meeting approved a further amendment to our Articles of Incorporation to increase the authorized capital (the “January 2011 Amendment”). The January 2011 Amendment was filed with the Nevada Secretary of State on January 19, 2011 increasing our authorized capital from 350,000,000 shares of common stock to 750,000,000 shares of common stock, par value $0.001, and 10,000,000 shares of preferred stock, par value $0.001.

On November 2, 2011, the Company's Board of Directors declared a one for one-thousand reverse stock split of all outstanding shares of common stock. On November 2, 2011, certain shareholders holding in the aggregate a majority of the voting rights of the corporation pursuant to written consent resolutions authorized and approved the Reverse Stock Split. All common share and per common share data in these consolidated financial statements and related notes hereto have been retroactively adjusted to account for the effect of the reverse stock split for all periods presented prior to November 2, 2011. The total number of authorized common shares and the par value thereof was not changed by the split.

On November 4, 2011, our Board of Directors and shareholders holding a majority of the total issued and outstanding shares of common stock pursuant to written consents in lieu of a meeting approved a further amendment to our Articles of Incorporation to increase the authorized capital (the “November 2011 Amendment”). The November 2011 Amendment was filed with the Nevada Secretary of State on November 14, 2011 increasing our authorized capital from 750,000,000 shares of common stock to 2,000,000,000 shares of common stock, par value $0.001. The authorized preferred stock of 100,000,000 shares remains unchanged.

On April 3, 2012, our Board of Directors and shareholders holding a majority of the total issued and outstanding shares of common stock pursuant to written consents in lieu of a meeting approved a further amendment to our Articles of Incorporation to increase the authorized capital (the “2012 Amendment”). The 2012 Amendment was filed with the Nevada Secretary of State on April 3, 2012 reducing our authorized capital from 2,000,000,000 shares of common stock to 300,000,000 shares of common stock, par value $0.001, and reducing the authorized capital of preferred stock from 100,000,000 to 10,000,000 shares, par value $0.001.

The Company’s first and second stock issuances took place pursuant to the Plan of Reorganization confirmed by the Bankruptcy Court: On December 12, 2007, the Court ordered the distribution of shares in the Company to all general unsecured creditors of Arrin Systems, Inc. ("Arrin"), with these creditors to receive one share in InfoSpi for each $2,940 of Arrin’s debt which they held. These creditors received an aggregate of 568 shares in the Company on December 31, 2007.

On February 4, 2008 the Company issued a total of 4,000 shares of common stock to an Officer and Director in exchange for $4,000 in cash to be used as operating capital for the Company. The shares were issued at a price of $1.00 per share.

The Court also ordered the distribution of shares and warrants in the Company to all administrative creditors of Arrin, with these creditors to receive one share and five warrants in InfoSpi for each $100 of Arrin's administrative debt which they held. On January 15, 2008, these creditors received an aggregate of 1,000 common shares in the Company and 5,000 warrants.

On October 28, 2009 and effective September 23, 2009, our Board of Directors pursuant to unanimous written consent authorized the issuance of an aggregate 35,853 shares of restricted common stock at $3.00 per share in exchange for prior services rendered including, but not limited to, introduction to potential funding arrangements and various strategic partners. Factors considered by the Board in determining the fair value of the 35,853 shares of common stock included:

1.	A lack of observable market price because of the minimal volume of shares that had been traded on any independent market since inception of the Company,

2.	The large number of shares being issued compared to the number of shares of common stock outstanding prior to the stock issuance,

3.	The Company’s issuance of 28,572 shares for 5,000 warrants converted to common stock effective September 22, 2009 at an issuance price of $0.001 per share,

4.	The unregistered status of the shares which limits the marketability of the shares,

5.	The fact that issuance of these shares does not change who is in control of the Company, and

6.	The estimated value of the services provided.

On November 13, 2009 and effective September 22, 2009, our Board of Directors pursuant to unanimous written consent acknowledged the warrants and authorized the exchange of 5,000 warrants and issuance of an aggregate 28,572 shares of our common stock at a per share price of $0.001 (par value).

On October 7, 2010, the Board of Directors approved the issuance of 14,400 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated July 19, 2010 in the amount of $15,400 including bonus interest. In accordance with the terms of the note, the shares were issued at $1.069 per share.

Effective on November 25, 2010, in accordance with the appointment of Dror Svorai as our sole executive officer, President/Chief Executive Officer, Secretary, Treasurer/Chief Financial Officer, and our sole director, we issued an aggregate 12,500 shares of restricted common stock to Svorai at $1.00 per share. The Board of Directors evaluated certain factors regarding the issuance including, but not limited to, the following: (i) the 12,500 shares of common stock are restricted and cannot be resold except under the parameters of Rule 144; (ii) the opportunity for successful new business operations for us based upon the engagement of Svorai and the opportunities and business contacts provided to us through his engagement; and (iii) our inability to monetarily compensate Dror Svorai and recognition of his current and continuous dedication and long-term loyalty to us.

On December 1, 2010, we entered into an agreement (the “FIS Agreement”) with Financial Insights & Solutions Inc. (“FIS”). In accordance with the terms and provisions of the FIS Agreement: (i) FIS shall provide consulting services to us in the form of a senior administrator support for business transactions and coordination of outside legal and accounting services and other corporation matters and general business counsel relating to our overall business; (ii) we shall pay FIS an hourly rate of $175.00 for performance of such services; and (iii) issue to FIS 4,000 shares of our restricted common stock.

On December 10, 2010, we entered into a consulting agreement (the “CEC Consulting Agreement”) with Corporate Excellence Consulting LLC (“CEC”). In accordance with the terms and provisions of the CEC Consulting Agreement: (i) CEC shall perform such services in connection with business development and marketing and growth capital funding; and (ii) we shall issue to CEC 16,000 shares of our restricted common stock.

Effective February 22, 2011, we entered into a termination and settlement agreement (the “Termination Agreement”) with CEC. In accordance with the terms and provisions of the Termination Agreement: (i) CEC is to return share certificate no. 1332 evidencing the issuance of the 16,000 shares of common stock, which have been cancelled and returned to treasury; and (ii) we shall issue to CEC 2,000 shares as settlement for services rendered by CEC to us.

The parties agreed to value the transaction as follows: value based on the patent appraisal and other corporate asset and on-going operations of $18,000,000; agreed discount to value based on the cost to “perfect” the patent and need for additional capital funding to maintain the on-going operations of the subsidiary $17,400,000; agreed value of the transaction: $600,000; agreed number of shares issued 67,500.

On February 25, 2011, the Board of Directors approved the issuance of 1,316 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated February 10, 2010 in the amount of $1,316. In accordance with the terms of the note, the shares were issued at $1.00 per share.

On March 10, 2011, the Board of Directors approved the issuance of 4,000 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated June 21, 2010 in the amount of $4,000. In accordance with the terms of the note, the shares were issued at $1.00 per share.

On March 15, 2011, we entered into a consulting agreement with Kodiak Capital (“Kodiak”). In accordance with the terms and provisions of the agreement: (i) Kodiak shall perform such services in connection with business development and marketing and growth capital funding; and (ii) we shall issue to Kodiak 1,667 shares of our restricted common stock.

On March 17, 2011, we entered into a consulting agreement with Tracy Clinton (“Clinton”). In accordance with the terms and provisions of the agreement: (i) Clinton shall perform such services in connection with business development and marketing and growth capital funding; and (ii) we shall issue to Clinton 100 shares of our restricted common stock.

On March 23, 2011, we entered into a consulting agreement with Eric Weinberger (“Weinberger”). In accordance with the terms and provisions of the agreement: (i) Weinberger shall perform such services in connection with business development and marketing and growth capital funding; and (ii) we shall issue to Weinberger 1,000 shares of our restricted common stock.

On March 23, 2011, we entered into a consulting agreement with Dominick Falso (“Falso”). In accordance with the terms and provisions of the agreement: (i) Falso shall perform such services in connection with business development and marketing and growth capital funding; and (ii) we shall issue to Faslo 1,250 shares of our restricted common stock.

On March 23, 2011, we entered into a consulting agreement with Michael Zoyes (“Zoyes”). In accordance with the terms and provisions of the agreement: (i) Zoyes shall perform such services in connection with business development and marketing and growth capital funding; and (ii) we shall issue to Zoyes 1,000 shares of our restricted common stock.

On March 23, 2011, the Board of Directors approved the issuance of 2,033 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated March 21, 2011 in the amount of $12,500. In accordance with the terms of the note, the shares were issued at $6.15 per share.

On March 29, 2011, we filed a Certificate of Amendment with the Nevada Secretary of State in order to change our name from “InfoSpi Inc.” to “Onteco Corporation” (the “Name Change”). The Name Change was effective with the Nevada Secretary of State on March 29, 2001 when the Certificate of Amendment was filed. The Name Change was approved by our Board of Directors pursuant to written consent resolutions dated March 15, 2011 and further approved by certain shareholders holding a majority of our total issued and outstanding shares of common stock pursuant to written consent resolutions dated March 16, 2011.

Therefore, as of April 11, 2011, our trading symbol is “ONTC”. Our management deemed it appropriate to change our name to Onteco Corporation in furtherance of and to better reflect the nature of our new business operations.

On March 31, 2011 the Company entered into a stock repurchase agreement with five NexPhase investors to repurchase 244 shares of Common Stock acquired in the NexPhase acquisition. Terms include principal and premium interest of ten percent (10.0%), the note is due on June 30, 2012.

On April 5, 2011, we entered into a consulting agreement with Virmmac, LLC (“Virmmac”). In accordance with the terms and provisions of the agreement: (i) Virmmac shall perform such services in connection with business development and marketing and growth capital funding; and (ii) we shall issue to Virmmac 1,200 shares of our restricted common stock.

On April 7, 2011, the Board of Directors approved the issuance of 9,500 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated June 21, 2010 in the amount of $9,500. In accordance with the terms of the note, the shares were issued at $1.00 per share.

On April 7, 2011, the Board of Directors approved the issuance of 9,000 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated August 4, 2010 in the amount of $18,000. In accordance with the terms of the note, the shares were issued at $2.00 per share.

On April 13, 2011, the Board of Directors approved the issuance of 1,875 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated March 21, 2011 in the amount of $7,500. In accordance with the terms of the note, the shares were issued at $4.00 per share.

On May 4, 2011, the Board of Directors approved the issuance of 5,000 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated June 21, 2010 in the amount of $5,000. In accordance with the terms of the note, the shares were issued at $1.00 per share.

On May 23 2011, we entered into a consulting agreement with Charles Neustein (“Neustein”). In accordance with the terms and provisions of the agreement: (i) Neustein shall perform such services in connection with business development and marketing and growth capital funding; and (ii) we shall issue to Neustein 1,000 shares of our restricted common stock.

On May 23, 2011, the Board of Directors approved the issuance of 10,500 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated June 21, 2010 in the amount of $10,500. In accordance with the terms of the note, the shares were issued at $1.00 per share.

On May 26, 2011, the Board of Directors approved the issuance of 3,077 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated March 21, 2011 in the amount of $10,000. In accordance with the terms of the note, the shares were issued at $3.25 per share.

On June 7, 2011, we entered into a consulting agreement with Virmmac, LLC (“Virmmac”). In accordance with the terms and provisions of the agreement: (i) Virmmac shall perform such services in connection with business development and marketing and growth capital funding; and (ii) we shall issue to Virmmac 2,000 shares of our restricted common stock.

On June 10, 2011, the Board of Directors approved the issuance of 11,000 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated August 4, 2010 in the amount of $11,000. In accordance with the terms of the note, the shares were issued at $1.00 per share.

On June 20, 2011, the Board of Directors approved the issuance of 12,0000 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated June 21, 2010 in the amount of $12,000. In accordance with the terms of the note, the shares were issued at $1.00 per share.

On June 21, 2011, the Board of Directors approved the issuance of 4,396 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated March 21, 2011 in the amount of $20,000. In accordance with the terms of the note, the shares were issued at $4.55 per share.

On July 20, 2011, the Board of Directors approved the issuance of 10,000 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated December 23, 2010 in the amount of $10,000. In accordance with the terms of the note, the shares were issued at $1.00 per share.

On August 23, 2011, the Board of Directors approved the issuance of 10,000 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated June 21, 2010 in the amount of $10,000. In accordance with the terms of the note, the shares were issued at $1.00 per share.

On August 23, 2011, the Board of Directors approved the issuance of 10,000 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated December 23, 2010 in the amount of $10,000. In accordance with the terms of the note, the shares were issued at $1.00 per share.

On August 23, 2011, the Board of Directors approved the issuance of 4,000 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated December 23, 2010 in the amount of $4,000. In accordance with the terms of the note, the shares were issued at $1.00 per share.

On August 24, 2011, the Board of Directors approved the issuance of 9,000 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated August 4, 2010 in the amount of $9,000. In accordance with the terms of the note, the shares were issued at $1.00 per share.

On September 1, 2011, the Board of Directors approved the issuance of 15,000 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated December 23, 2010 in the amount of $15,000. In accordance with the terms of the note, the shares were issued at $1.00 per share.

On September 3, 2011, the Board of Directors approved the issuance of 11,000 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated August 4, 2010 in the amount of $11,000. In accordance with the terms of the note, the shares were issued at $1.00 per share.

On September 8, 2011, the Board of Directors approved the issuance of 14,450 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated March 1, 2011 in the amount of $26,500. In accordance with the terms of the note, the shares were issued at $1.83 per share.

On September 12, 2011, the Board of Directors approved the issuance of 16,500 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated December 23, 2010 in the amount of $16,500. In accordance with the terms of the note, the shares were issued at $1.00 per share.

On September 15, 2011, the Board of Directors approved the issuance of 5,218 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated March 1, 2011 in the amount of $12,000. In accordance with the terms of the note, the shares were issued at $2.30 per share.

On September 21, 2011, the Board of Directors approved the issuance of 4,546 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated March 1, 2011 in the amount of $10,000. In accordance with the terms of the note, the shares were issued at $2.20 per share.

On September 27, 2011, the Board of Directors approved the issuance of 10,000 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated March 1, 2011 in the amount of $12,000. In accordance with the terms of the note, the shares were issued at $1.20 per share.

On October 14, 2011, the Board of Directors approved the issuance of 12,500 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated March 1, 2011 in the amount of $10,000. In accordance with the terms of the note, the shares were issued at $0.80 per share.

On October 20, 2011, the Board of Directors approved the issuance of 10,000 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated March 1, 2011 in the amount of $8,000. In accordance with the terms of the note, the shares were issued at $0.80 per share.

On October 28, 2011, the Board of Directors approved the issuance of 9,375 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated March 1, 2011 in the amount of $7,500. In accordance with the terms of the note, the shares were issued at $0.80 per share.

On October 28, 2011, the Board of Directors approved the issuance of 11,606 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated October 26, 2011 in the amount of $8,124. In accordance with the terms of the note, the shares were issued at $0.70 per share.

On October 28, 2011, the Board of Directors approved the issuance of 15,000 unregistered common shares as compensation to FIS, a consultant to the Company. The shares were valued at $1.00 per share for a total of $15,000, based on the fair value of the services received.

On October 29, 2011, the Board of Directors approved the issuance of 30,000 unregistered common shares as recognition of business development accomplishment by NexPhase Lighting, Inc. to John Cooper, an employee of the Company. The shares were valued at $1.00 per share for a total of $30,000, based on the fair value of the services received.

Effective October 31, 2011, the Board of Directors of the Company authorized the issuance of an aggregate 150,000 shares of Series A Preferred stock and an aggregate 70,000 shares of restricted common stock to Dror Svorai, its President/Chief Executive Officer and a member of the Board of Directors (“Svorai”). The Board of Directors had previously authorized the creation of 1,000,000 shares of preferred stock from the Corporation’s authorized capital. The Board of Directors further designated and authorized the issuance 150,000 shares of Series A Preferred Stock and 70,000 shares of common stock to Svorai for the period November 24, 2010 through November 23, 2011 based upon recognition of the outstanding services, leadership and innovative business operational strategies provided by Svorai and his continuous dedication and loyalty to the Company. The common shares were valued at $1.00 per share for a total of $70,000, based on the fair value of the services received. The preferred shares were valued at $150, or $0.001 per share.

The shares of Series A Preferred stock carry certain rights and preferences, including voting rights consisting of ten thousand votes for each one share of Series A Preferred stock. The shares of Series A preferred stock are convertible into shares of common stock on a one-to-one thousand share basis.

On November 4, 2011, the Board of Directors approved the issuance of 3,919 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated March 1, 2011 in the amount of $2,900. In accordance with the terms of the note, the shares were issued at $0.10 per share.

On November 8, 2011, the Board of Directors approved the issuance of 17,094 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated November 4, 2011 in the amount of $10,000. In accordance with the terms of the note, the shares were issued at $0.60 per share.

On November 11, 2011, the Board of Directors approved the issuance of 20,000 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated October 26, 2011 in the amount of $10,000. In accordance with the terms of the note, the shares were issued at $0.50 per share.

On November 15, 2011, the Board of Directors approved the issuance of 18,868 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated November 4, 2011 in the amount of $10,000. In accordance with the terms of the note, the shares were issued at $0.53 per share.

On November 16, 2011, the Board of Directors approved the issuance of 27,778 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated November 10, 2011 in the amount of $12,500. In accordance with the terms of the note, the shares were issued at $0.45 per share.

On November 18, 2011, the Board of Directors approved the issuance of 20,000 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated October 26, 2011 in the amount of $9,000. In accordance with the terms of the note, the shares were issued at $0.45 per share.

On November 21, 2011, the Board of Directors approved the issuance of 17,391 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated April 28, 2011 in the amount of $8,000. In accordance with the terms of the note, the shares were issued at $0.46 per share.

On November 29, 2011, the Board of Directors approved the issuance of 18,333 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated April 28, 2011 in the amount of $5,500. In accordance with the terms of the note, the shares were issued at $0.30 per share.

On November 29, 2011, the Board of Directors approved the issuance of 20,000 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated October 26, 2011 in the amount of $2,000. In accordance with the terms of the note, the shares were issued at $0.10 per share.

On November 30, 2011, the Board of Directors approved the issuance of 35,000 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated November 10, 2011 in the amount of $12,500. In accordance with the terms of the note, the shares were issued at $0.36 per share.

On December 7, 2011, the Board of Directors approved the issuance of 16,000 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated April 28, 2011 in the amount of $4,000. In accordance with the terms of the note, the shares were issued at $0.25 per share.

On December 9, 2011, the Board of Directors approved the issuance of 16,000 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated April 28, 2011 in the amount of $4,000. In accordance with the terms of the note, the shares were issued at $0.25 per share.

On December 13, 2011, the Board of Directors approved the issuance of 34,000 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated December 5, 2011 in the amount of $6,800. In accordance with the terms of the note, the shares were issued at $0.20 per share.

On December 13, 2011, the Board of Directors approved the issuance of 20,000 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated October 26, 2011 in the amount of $3,000. In accordance with the terms of the note, the shares were issued at $0.15 per share.

On December 14, 2011, the Board of Directors approved the issuance of 16,667 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated April 28, 2011 in the amount of $3,500. In accordance with the terms of the note, the shares were issued at $0.21 per share.

On December 20, 2011, the Board of Directors approved the issuance of 16,667 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated April 28, 2011 in the amount of $3,500. In accordance with the terms of the note, the shares were issued at $0.21 per share.

On December 23, 2011, the Board of Directors approved the issuance of 16,667 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated April 28, 2011 in the amount of $3,500. In accordance with the terms of the note, the shares were issued at $0.21 per share.

On December 23, 2011, the Board of Directors approved the issuance of 40,000 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated October 26, 2011 in the amount of $6,000. In accordance with the terms of the note, the shares were issued at $0.15 per share.

On December 29, 2011, the Board of Directors approved the issuance of 17,500 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated April 28, 2011 in the amount of $3,500. In accordance with the terms of the note, the shares were issued at $0.20 per share.

Note 8 – Income Taxes

The Company accounts for income taxes for financial statement recognition of the impact of a tax position, if that position is more likely than not to be sustained on examination, based on the technical merits of the position. Based on management's assessment, the Company's results of operations or financial position required no adjustments. The period-end analysis supports the conclusion that the Company does not have an accrual for uncertain tax positions as of December 31, 2011. If interest and penalties were to be assessed, the Company would charge interest to interest expense and penalties to other operating expense. It is not anticipated that unrecognized tax benefits would significantly increase or decrease within twelve (12) months of the reporting date.

The Company provides for a net deferred tax asset/liability equal to the expected future tax benefit/expense of temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carry-forwards. The Company has incurred net operating losses of $2,590,932, which begin to expire in 2027.

The amount of and ultimate realization of the benefits from the operating loss carry-forwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company, and other future events, the effects of which cannot be determined. Because of the uncertainty surrounding the realization of the loss carry-forwards, the Company has established a valuation allowance equal to the tax effect of the loss carry-forwards and, therefore, no deferred tax asset has been recognized for the loss carry-forwards. The net deferred tax asset is approximately $nil as of December 31, 2011 and 2010, for which the Company recorded a valuation allowance because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

The components of the net deferred tax asset at December 31, 2011 and 2010 and the statutory tax rate, the effective tax rate and the elected amount of the valuation allowance are indicated below:

							For the Period
							December 31, 2007
							(Inception) to
	For the Year Ended December 31,						December 31,
	2011			2010			2011

Net operating losses carried forward	$	1,813,191		$	601,619		$	2,590,932
Statutory tax rate		37.6	%		37.6	%		37.6	%
Effective tax rate		-			-			-
Deferred tax asset		682,000			226,000			974,000
Valuation allowance		(682,000	)		(226,000	)		(974,000	)

Actual tax expense	$	-		$	-		$	-

Note 9 – Related Party Transactions

The officers and directors for 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 interest. The Company has not formulated a policy for the resolution of such conflicts.

See Note 4 – Notes Payable – Non-affiliated Related Parties and Note 7 – Stockholders’ Equity (Deficit) and Common Stock for additional related party disclosures..

Note 10 – Acquisition

The acquisition has been accounted for under the purchase method. Management’s estimate of the fair value of the identifiable, intangible assets acquired was $2,988,607.

The following table summarizes the consideration given for NexPhase and the fair values of the assets acquired and liabilities assumed recognized at the acquisition date.

Consideration Given:

	67,500 shares of Onteco Corporation common stock	$	2,700,000

Fair value of identifiable assets acquired and liabilities assumed:

	Cash	$	14,942
	Property and equipment, net		34,560
	Security deposits		4,120
	Accounts payable		(549	)
	Accrued interest		(11,530	)
	Notes payable, related parties		(330,150	)
	Total identifiable net assets		(288,607	)

Intangible assets			2,988,607

		$	2,700,000

Intangible assets consisting of intellectual property were valued by an independent valuation firm based on the discounted projected cash flows and have an indefinite life.

Note 11 – Consulting Agreement

On March 1, 2009, we entered into a consulting agreement (the “Consulting Agreement”) with an advisory firm. In accordance with the terms and provisions of the Consulting Agreement: (i) we are to pay monthly fees in the amount of $5,000 and reimburse expenses up to $9,000 previously incurred; (ii) the advisory firm shall provide services including, but not limited to, economic analysis, economic forecast, negotiate and endeavor to arrange sales and/or purchases and/or distribution agreements and/or joint venture agreements on a best efforts basis; and (iii) either party can terminate upon a 90-days written notice.

On January 17, 2010, the agreement was terminated by mutual consent. The parties entered into a convertible promissory demand note in exchange for the outstanding balance of $59,000. Terms include a bonus payment (simple interest at 10%) in the amount of $5,900. The note includes a voluntary conversion feature allowing the holder to convert all or part of the amount outstanding into fully paid, non-assessable whole shares of the Company at a rate of $0.03 per share. The note has no stated due date.

Note 12 – Subsequent Events

On January 4, 2012, the Board of Directors approved the issuance of 18,422 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated April 28, 2011 in the amount of $3,500. In accordance with the terms of the note, the shares were issued at $0.19 per share.

On January 24, 2012, the Board of Directors authorized the issuance of an aggregate 50,000,000 shares of its restricted common stock at a per share price of $0.001. Of the 50,000,000 shares of restricted common stock issued, an aggregate 30,000,000 shares were issued to Dror Svorai, the President/Chief Executive Officer of the Company, in recognition of his outstanding services, loyalty and dedication to the Company during the period of November 23, 2011 through January 23, 2011. Of the 50,000,000 shares of restricted common stock issued, an aggregate 20,000,000 shares were issued to Jon Cooper, the President of NexPhase Lighting Inc., in recognition of his business accomplishments to the Company during fiscal year 2011.

On January 17, 2012, the Board of Directors approved the issuance of 45,000 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated October 26, 2011 in the amount of $1,350. In accordance with the terms of the note, the shares were issued at $0.03 per share.

On January 25, 2012, the Board of Directors approved the issuance of 1,178,976 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated February 23, 2011 in the amount of $21,600. In accordance with the terms of the note, the shares were issued at $0.02 per share.

On January 25, 2012, the Board of Directors approved the issuance of 53,884 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated April 18, 2011 in the amount of $1,078. In accordance with the terms of the note, the shares were issued at $0.02 per share.

On January 25, 2012, the Board of Directors approved the issuance of 17,140 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated April 21, 2011 in the amount of $343. In accordance with the terms of the note, the shares were issued at $0.02 per share.

On January 27, 2012, the Board of Directors approved the issuance of 214,286 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated April 28, 2011 in the amount of $12,000. In accordance with the terms of the note, the shares were issued at $0.056 per share.

On January 30, 2012, the Board of Directors approved the issuance of 2,700,000 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated October 29, 2010 in the amount of $27,000. In accordance with the terms of the note, the shares were issued at $0.01 per share.

On January 30, 2012, the Board of Directors approved the issuance of 227,500 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated December 5, 2011 in the amount of $18,200. In accordance with the terms of the note, the shares were issued at $0.08 per share.

On February 1, 2012, the Board of Directors approved the issuance of 2,800,000 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated November 15, 2010 in the amount of $28,000. In accordance with the terms of the note, the shares were issued at $0.01 per share.

On February 2, 2012, the Board of Directors approved the issuance of 67,115 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated October 26, 2011 in the amount of $5,000. In accordance with the terms of the note, the shares were issued at $0.0745 per share.

On February 15, 2012, the Board of Directors approved the issuance of 148,148 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated June 20, 2011 in the amount of $10,000. In accordance with the terms of the note, the shares were issued at $0.0675 per share.

On February 15, 2012, the Board of Directors approved the issuance of 107,259 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated April 28, 2011 in the amount of $7,240. In accordance with the terms of the note, the shares were issued at $0.0675 per share.

On February 17, 2012, the Board of Directors approved the issuance of 274,726 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated October 26, 2011 in the amount of $12,500. In accordance with the terms of the note, the shares were issued at $0.0455 per share.

On February 21, 2012, the Board of Directors approved the issuance of 277,778 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated June 20, 2011 in the amount of $15,000. In accordance with the terms of the note, the shares were issued at $0.054 per share.

On February 21, 2012, the Board of Directors approved the issuance of 2,500,000 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated February 15, 2012 in the amount of $25,000. In accordance with the terms of the note, the shares were issued at $0.01 per share.

On February 27, 2012, the Board of Directors approved the issuance of 3,000,000 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated May 24, 2011 in the amount of $30,000. In accordance with the terms of the note, the shares were issued at $0.01 per share.

On March 1, 2012, the Board of Directors approved the issuance of 3,400,000 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated August 4, 2011 in the amount of $3,400. In accordance with the terms of the note, the shares were issued at $0.001 per share.

On March 1, 2012, the Board of Directors approved the issuance of 3,600,000 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated August 4, 2011 in the amount of $3,600. In accordance with the terms of the note, the shares were issued at $0.001 per share.

On March 1, 2012, the Board of Directors approved the issuance of 3,800,000 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated August 4, 2011 in the amount of $3,800. In accordance with the terms of the note, the shares were issued at $0.001 per share.

On March 1, 2012, the Board of Directors approved the issuance of 4,000,000 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated August 4, 2011 in the amount of $4,000. In accordance with the terms of the note, the shares were issued at $0.001 per share.

On March 8, 2012, the Board of Directors approved the issuance of 434,783 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated June 20, 2011 in the amount of $12,000. In accordance with the terms of the note, the shares were issued at $0.0276 per share.

On March 14, 2012, the Board of Directors approved the issuance of 434,783 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated June 20, 2011 in the amount of $10,000. In accordance with the terms of the note, the shares were issued at $0.023 per share.

On March 15, 2012, the Board of Directors approved the issuance of 1,000,000 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated September 2, 2010 in the amount of $10,000. In accordance with the terms of the note, the shares were issued at $0.01 per share.

On March 20, 2012, the Board of Directors approved the issuance of 2,200,000 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated February 23, 2011 in the amount of $11,000. In accordance with the terms of the note, the shares were issued at $0.005 per share.

On March 20, 2012, the Board of Directors approved the issuance of 1,800,000 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated August 4, 2011 in the amount of $9,000. In accordance with the terms of the note, the shares were issued at $0.005 per share.

On March 22, 2012, the Board of Directors approved the issuance of 426,394 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated October 26, 2011 in the amount of $6,395. In accordance with the terms of the note, the shares were issued at $0.015 per share.

On March 27, 2012, the Board of Directors approved the issuance of 469,364 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated June 20, 2011 in the amount of $8,120. In accordance with the terms of the note, the shares were issued at $0.0173 per share.

On March 29, 2012, the Board of Directors approved the issuance of 5,000,000 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated August 9, 2010 in the amount of $5,000. In accordance with the terms of the note, the shares were issued at $0.001 per share.

On March 30, 2012, the Board of Directors approved the issuance of 1,357,302 unregistered common shares in accordance with the convertibility provisions contained in a promissory note dated October 26, 2011 in the amount of $10,180. In accordance with the terms of the note, the shares were issued at $0.0745 per share.

The Company has evaluated subsequent events through the date the financial statements were issued and filed with Securities and Exchange Commission. The Company has determined that there are no other events that warrant disclosure or recognition in the financial statements.

Note 13 – Unaudited Pro Forma Combined Financial Information

The following unaudited pro forma combined balance sheet and statement of operations is presented to illustrate the estimated effects of the NexPhase Acquisition Agreement. The unaudited pro forma combined balance sheet and statement of operations was prepared using the historical balance sheet and statement of operations of the Company and the historical balance sheet and statement of operations of NexPhase. The unaudited pro forma combined balance sheet and statement of operations should be read in conjunction with the Company's audited statement of operations for the year ended December 31, 2011.

The unaudited pro forma combined balance sheet and statement of operations for the year ended December 31, 2010 assumes that the NexPhase Agreement was consummated at April 30, 2010 (date of Inception of NexPhase).

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2010 (UNAUDITED)


	Onteco			NexPhase
	Corporation			Lighting, Inc.			Pro Forma
	Historical			Historical			Adjustments			Ref			Combined
					(1	)
Revenues	$	-		$	-		$	-					$	-

Cost of goods sold		-			-			-						-

Gross profit		-			-			-						-

Operating expenses		587,364			106,782			-						694,146

Loss from operations		(587,364	)		(106,782	)		-						(694,146	)

Other expense		(14,255	)		(15,330	)		-						(29,585	)

Net (loss) income	$	(601,619	)	$	(122,112	)	$	-					$	(723,731	)

Net loss per common share - basic and diluted	$	7.87		$	(0.01	)	$	-					$	(5.03	)

Weighted average number of common shares
outstanding - basic and diluted		76,397			23,428,564			(23,361,064	)		(2	)		143,897

(1)	Represents audited results of operations of NexPhase Lighting, Inc.from April 30, 2010 (Inception) to December 31, 2011.

(2)	The adjustment to weighted average number of common shares outstanding reflects the change necessary to calculate shares outstanding as if NexPhase Lighting, Inc. was acquired on April 30, 2010(Inception).

UNAUDITED PRO FORMA CONDENSED BALANCE SHEET

DECEMBER 31, 2010 (UNAUDITED)

		Onteco Coporation Historical			NePhase Lighting, Inc. Historical			Pro Forma Adjustments		Ref			Combined
ASSETS
Current assets:
Cash		$	62,428		$	14,942		$	-				$	77,370
Due from NexPhase Lighting			35,150			-			-					35,150
Project development costs			27,600			-			-					27,600

	Total current assets		125,178			14,942			-					140,120

Property and equipment, net			-			34,560			-					34,560

Non-current assets:
Intangible assets			-			233,045			2,755,562		(1	)		2,988,607
Security deposits			-			4,120			-					4,120

	Total assets	$	125,178		$	286,667		$	2,755,562				$	3,167,407

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses		$	1,942		$	549		$	-				$	2,491
Accrued Interest			-			11,530			-					11,530
Accrued employee compensation			308,000			-			-					308,000
Notes payable, non-affiliated related parties			173,900			330,150			-					504,050
Notes payable, third parties			108,055			-			-					108,055
	Total current liabilities		591,897			342,229			-					934,126

Noncurrent liabilities			-			-			-					-

	Total liabilities		591,897			342,229			-					934,126

Commitments and contingencies:

Shareholders' equity			(466,719	)		(55,562	)		2,755,562		(2	)		2,233,281

	Total liabilities and shareholders' equity	$	125,178		$	286,667		$	2,755,562				$	3,167,407

(1) Represents identified intangibles of $2,988,607 as a result of the purchase price allocation of the acquired assets and liabilities of NexPhase Lighting, Inc. assuming the transaction occurred on December 31, 2011. The accounting of the excess of the purchase price paid over the fair value of the assets and liabilities acquired were valued by an independent valuation firm and have been identified as intellectual property with an indefinite life.

(2) The following adjustments were made to the equity accounts:

To eliminate existing common stock of NexPhase Lighting, Inc.	$	(5,562	)
To eliminate existing additional paid in capital of NexPhase Lighting, Inc.		(60,988	)
To eliminate accumulated deficit of NexPhase Lighting, Inc.		122,112
Record common stock issunace to NexPhase Shareholders per Exchange Agreement, at par		67
Record additional paid in capital from NexPhase Exchange Agreement share issuance		2,699,933

	$	2,755,562

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Our principal independent registered public accounting firm effective December 5, 2010 and to current date is Drake & Klein, CPAs.

On January 1, 2012, the audit firm of Randall N. Drake CPA, P.A. changed its name to Drake & Klein CPAs. The change was reported to the PCAOB as a change of name. This is not a change of auditors for the Company.

ITEM 9A.

CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

Management performed an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer/Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our management, including our Chief Executive Officer/Chief Financial Officer, concluded that our disclosure controls and procedures were not effective as of December 31, 2011 to provide reasonable assurance that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Management’s Annual Report on Internal Control Over Financial reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our internal control over financial reporting as of December 31, 2011. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework.

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this Annual Report on Form 10-K, our interal controls over financial reporting were not effective:

·	to give reasonable assurance that the information required to be disclosed by us in reports that we file under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and

to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure.

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this Annual Report on Form 10-K.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

Inherent Limitations on Effectiveness of Controls

We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, and our prior Chief Executive Officer/Chief Financial Officer have concluded that these controls and procedures are effective at the “reasonable assurance” level.

Changes in internal controls

Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, we will implement procedures to assure that the initiation of transactions, the custody of assets and the recording of transactions will be performed by separate individuals.

We believe that the foregoing steps will remediate the significant deficiencies identified above, and we will continue to monitor the effectiveness of these steps and make any changes that our management deems appropriate. A material weakness (within the meaning of PCAOB Auditing Standard No. 5) is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the company's financial reporting.

During our assessment of the effectiveness of internal control over financial reporting as of December 31, 2010, management identified significant deficiencies related to: (i) the non-PCAOB registered auditor engaged by us to review and audit our financial statements; (ii) our internal audit functions; (iii) the absence of an Audit Committee as of December 31, 2010; and (iv) a lack of segregation of duties within accounting functions.

We began preparing to be in compliance with the internal control obligations, including Section 404, for our fiscal year ending December 31, 2010. We believe that our current accounting staff is professional and experienced in accounting requirements and procedures generally accepted in the United States. Management, however, has determined that our internal audit function may be deficient due to insufficient qualified resources to perform internal audit functions. Our management determined that the lack of an audit committee of our Board of Directors at September 30, 2010 may have contributed to insufficient oversight of our accounting and audit functions.

In order to correct the foregoing weaknesses, we have taken certain remediation measures and designed new internal controls and procedures to ensure: (a) effectiveness and efficiency of operations; (b) reliability of financial reporting; and (c) compliance with laws and regulations. To that end, management will provide a controlled environment which organizes and influences its people.

In early January 2011, we acquired new office space and relocated its headquarters. Additionally, management is establishing an information and communication system for its executives and employees allowing them to carry out their responsibilities in an organized and process driven manner.

Following the recent change in control the following steps have been implemented:

(a)	The new public accounting firm Drake & Klein CPAs has been engaged to review and or audit our restated financial statements beginning with the quarterly report for period ended September 30, 2009.

(b)

The firm engaged an accounting facilitator to assist with: (a) compiling and maintaining our financial records; (b) assisting the bookkeeping staff with proper recording of transactions; (c) maintaining permanent accounting records and proper backup procedures; and (d) providing continuous monitoring of accounting functions throughout the company. In addition, the facilitator will perform a risk assessment which identifies and analyzes the relevant risks management should address in order to achievement of its objectives. The facilitator will also assist with the preparation of written policies and procedures that will help ensure management directives are carried out.

(c)

Our President/Chief Executive Officer is serving as the point of communication between us and the audit firm. Communication between our President/Chief Executive Officer and the audit firm’s engagement partner has been established to ensure that the audit is aware of management’s intent and actions.

As discussed above, significant changes were implemented in our internal controls over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

AUDIT COMMITTEE REPORT

Our Board of Directors has not established an audit committee. The respective role of an audit committee has been conducted by our Board of Directors. We are contemplating establishment of an audit committee during fiscal year 2012. When established, the audit committee's primary function will be to provide advice with respect to our financial matters and to assist our Board of Directors in fulfilling its oversight responsibilities regarding finance, accounting, and legal compliance. The audit committee's primary duties and responsibilities will be to: (i) serve as an independent and objective party to monitor our financial reporting process and internal control system; (ii) review and appraise the audit efforts of our independent accountants; (iii) evaluate our quarterly financial performance as well as its compliance with laws and regulations; (iv) oversee management's establishment and enforcement of financial policies and business practices; and (v) provide an open avenue of communication among the independent accountants, management and our Board of Directors.

ITEM 9B.

OTHER INFORMATION

Not applicable.

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS

All of our directors hold office until the next annual general meeting of the shareholders or until their successors are elected and qualified. Our officers are appointed by our board of directors and hold office until their earlier death, retirement, resignation or removal.

Name		Age		Position with the Company
Dror Svorai				President/Chief Executive Officer, Secretary, Treasurer/Chief Financial Officer and a Director

Business Experience

The following is a brief account of the education and business experience of each director, executive officer and key employee during at least the past five years, indicating each person's principal occupation during the period, and the name and principal business of the organization by which he or she was employed, and including other directorships held in reporting companies.

Dror Svorai. During the past ten years, Mr. Svoria has served in executive positions, including president and chief executive officer, and as a member of the board of directors of certain publicly traded companies. From 1995 to April 26, 2010, Mr. Svorai was the president and chief executive officer of Green LED Technologies, Inc., a Florida corporation, which he founded. On September 18, 2009, Green LED Technologies, Inc. was subsequently acquired by Hi Score Corporation. The acquisition resulted in the appointment of Mr. Svorai as the president/chief executive officer and a director of Hi Score Corporation. In April 2010, Mr. Svorai resigned from his executive positions and as a director with Hi Score Corporation. Prior to and during this period, Mr. Svorai also was involved in investment of real estate and as a business owner in the garment industry and the private jet industry. From 1997 until 2001, Mr. Svorai was the founder and chief executive officer of Ocean Drive of Orlando. From 1998 until 2003, Mr. Svorai was the founder and chief executive officer of Ocean Drive Fashion. From 2003 until 2006 Mr. Svorai was the founder and chief executive officer of the D & D Fashion Group Inc.

COMMITTEES OF THE BOARD OF DIRECTORS

As of the date of this Annual Report, we have not established an audit committee, a compensation committee or a nominating committee. We intend within the next fiscal quarter to establish such committees and adopt and authorize certain corporate governance policies and documentation.

FAMILY RELATIONSHIPS

There are no family relationships among our directors or officers.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

During the past five years, none of our directors, executive officers or persons that may be deemed promoters is or have been involved in any legal proceeding concerning: (i) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (ii) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (iii) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction permanently or temporarily enjoining, barring, suspending or otherwise limiting involvement in any type of business, securities or banking activity; or (iv) being found by a court, the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law (and the judgment has not been reversed, suspended or vacated).

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires our directors and officers, and the persons who beneficially own more than ten percent of our common stock, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Copies of all filed reports are required to be furnished to us pursuant to Rule 16a-3 promulgated under the Exchange Act. Based solely on the reports received by us and on the representations of the reporting persons, we believe that these persons have complied with all applicable filing requirements during the fiscal year ended December 31, 2011.

ITEM 11.

EXECUTIVE COMPENSATION

The following table sets forth the compensation paid to our Chief Executive Officer and those executive officers that earned in excess of $100,000 during fiscal years ended December 31, 2011 and 2010 (collectively, the “Named Executive Officers”):

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)			Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($) (2)(3)
Dror Svorai, current	2010		-0-		-0-		62,500	(1)		-0-		-0-		-0-		-0-		62,500
President and CEO	2011		-0-		-0-		70,150	(2)		-0-		-0-		-0-		-0-		70,150

Haim Mayan, prior	2010		330,000		-0-		14,515	(3)		-0-		-0-		-0-		-0-		344,515
President and CEO	2011		180,000		-0-		-0-			-0-		-0-		-0-		-0-		180,000

(1)	This amount represents the basis of the 12,500,000 shares of common stock issued at $0.005 per share.

(2)	This amount represents the basis of the 70,000 shares of common stock issued at $1.00 per share and the 150,000 shares of Series A Preferred stock at $0.001 per share.

(3)	This amount represents the basis of the 14,515,810 shares of common stock issued at $0.001 per share.

Of the amount of $180,000 earned as executive compensation by Haim Mayan during fiscal year ended December 31, 2011, we paid an aggregate of $-0- leaving $488,000 as accrued employee compensation liability. Of the amount of $330,000 earned as executive compensation by Haim Mayan during fiscal year ended December 31, 2010, we paid an aggregate of $22,000. We entered into an employment agreement with Haim Mayan effective January 11, 2010 (the “Mayan Employment Agreement”). See “- Employment Agreement” below.

STOCK OPTIONS/SAW GRANTS IN FISCAL YEAR ENDED DECEMBER 31, 2011

We do not have a stock option plan.

DIRECTOR COMPENSATION TABLE

The following table sets forth information relating to compensation paid to our directors during fiscal year ended December 31, 2011 and 2010:

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Dror Svorai
2010		-0-		-0-		-0-		-0-		-0-		-0-		-0-
2011		-0-		-0-		-0-		-0-		-0-		-0-		-0-

Haim Mayan
2010		-0-		-0-		-0-		-0-		-0-		-0-		-0-
2009		-0-		-0-		-0-		-0-		-0-		-0-		-0-

EMPLOYMENT AGREEMENT

As of the date of this Annual Report, we have entered into an executive employment agreement with our prior Chief Executive Officer/President as follows. See “Item 13. Certain Relationships and Related Transactions and Director Independence.”

President/Chief Executive Officer

As of January 8, 2010, we entered into an executive employment agreement effective January 11, 2010 with our prior Chief Executive Officer/President, Haim Mayan, (the “Mayan Employment Agreement”). In accordance with the terms and provisions of the Mayan Employment Agreement, we are to pay compensation of $15,000 monthly and an inception bonus of $150,000. The Mayan Employment Agreement expires on December 31, 2013. During fiscal year ended December 31, 2011, we paid $-0- resulting in an accrued employee compensation liability of $488,000.

Mr. Mayan resigned effective November 25, 2010. As of the date of this Annual Report, the Mayan Employment Agreement remains in effect.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

As of the date of this Annual Report, the following table sets forth certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated. As of the date of this Annual Report, there are 100,966,060 post-Reverse Stock Split shares of common stock issued and outstanding.

Name of Beneficial Owner	Number of Shares Beneficially Owned			Percentage Beneficially Owned (1)

Officers and Directors:
Dror Svorai 19495 Biscayne Blvd. Suite 411 Aventua, Florida 33180		30,134,962	(2)		29.85	%

10% or Greater Owners

Jon Cooper 7301 Wiles Road, Unit 103 Coral Springs, Florida 33067		20,000,000			19.81	%

(1)	Based on 100,966,060 post-Reverse Stock Split shares of common stock issued and outstanding as of the date of this Annual Report.

(2)

Mr. Svorai holds of record 30,134,962 shares of common stock. Mr. Svorai also holds of record 150,000 shares of Series A Preferred Stock, which if converted in accordance with the conversion terms of one share of Series A Preferred Stock for 1,000 shares of common stock, would result in the issuance of 150,000,000 shares of common stock.

CHANGES IN CONTROL

We are unaware of any contract, or other arrangement or provision, the operation of which may at a subsequent date result in a change of control of our company.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

As of the date of this Annual Report, other than as disclosed below, none of our directors, officers or principal stockholders, nor any associate or affiliate of the foregoing, have any interest, direct or indirect, in any transaction or in any proposed transactions, which has materially affected or will materially affect us during fiscal year ended December 31, 2011.

EMPLOYMENT ARRANGEMENTS

Effective January 11, 2010, we entered into the Mayan Employment Agreement. In accordance with the terms and provisions of the Mayan Employment Agreement, we are to pay compensation of $15,000 monthly and an inception bonus of $150,000. The Mayan Employment Agreement expires on December 31, 2013. During fiscal year ended December 31, 2010, we paid $22,000 resulting in an accrued employee compensation liability of $308,000.

Mr. Mayan resigned effective November 25, 2010. As of the date of this Annual Report, the Mayan Employment Agreement remains in effect.

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

During fiscal year ended December 31, 2011, we incurred approximately $26,500 in fees to our principal independent accountant for professional services rendered in connection with the audit of our financial statements for fiscal year ended December 31, 2011 and for the review of our financial statements for the quarters ended March 31, 2011, June 30, 2011 and September 30, 2011. During fiscal year ended December 31, 2011, we did not incur any other fees for professional services rendered by our principal independent accountant for all other non-audit services which may include, but is not limited to, tax-related services, actuarial services or valuation services.

During fiscal year ended December 31, 2010, we incurred approximately $5,500 in fees to our principal independent accountant for professional services rendered in connection with the audit of our financial statements for fiscal year ended December 31, 2010 and for the review of our financial statements for the quarters ended March 31, 2010, June 30, 2010 and September 30, 2010. During fiscal year ended December 31, 2010, we did not incur any other fees for professional services rendered by our principal independent accountant for all other non-audit services which may include, but is not limited to, tax-related services, actuarial services or valuation services.

ITEM 15.

EXHIBITS AND FINANCIAL SCHEDULES

The following exhibits are filed as part of this Annual Report.

EXHIBIT NO.		DOCUMENT

3.1		Articles of Incorporation (1)

3.1.2		Certificate of Amendment as filed with the Nevada Secretary of State on July 22, 2010. (2)

3.1.3		Certificate of Amendment as filed with the Nevada Secretary of State on January 19, 2011 (3).

3.1.4		Certificate of Amendment as filed with the Nevada Secretary of State on March 29, 2011 (8)

3.1.5		Certificate of Amendment as filed with the Nevada Secretary of State on November 14, 2011 (9).

3.1.6		Certificate of Amendment as filed with the Nevada Secretary of State on April 3, 2012. (10)

3.2		Bylaws (1)

10.1		Share Exchange Agreement between InfoSpi Inc., NexPhase Lighting Inc. and the shareholders of NexPhase Lighting Inc. dated February 14, 2011. (4)

10.2		Letter of Intent dated January 20, 2011 between InfoSpi Inc. and NexPhase Lighting Inc. (5)

16. 1		Letter from Cornell, Beale and Leigh, LLC dated December 14, 2010. (6)

16.2		Letter from Randall N. Drake, CPA, dated January 5, 2011 regarding confirmation of Section 4.02(b)(3). (7)

31.1		Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act.

31.2		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act.

32.1		Certification of Chief Executive Officer and Chief Financial Officer Under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act.

101.INS**		XBRL INSTANCE DOCUMENT

101.SCH**		XBRL TAXONOMY EXTENSION SCHEMA

101.CAL**		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE

101.DEF**		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

101.LAB**		XBRL TAXONOMY EXTENSION LABEL LINKBASE

101.PRE**		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

(1)	Incorporated by reference from the Registration Statement on Form 10 filed with the Securities and Exchange Commission on February 28, 2008.

(2)	Incorporated by reference from the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 6, 2010.

(3)	Incorporated by reference from the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 4 , 2011.

(4)	Incorporated by reference from the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 22 , 2011.

(5)	Incorporated by reference from the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 24, 2011.

(6)	Incorporated by reference from the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 14, 2010.

(7)	Incorporated by reference from the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 5, 2011.

(8)	Incorporated by reference from the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 4, 2011.

(9)	Incorporated by reference from the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 15, 2011.

(10)	Incorporated by reference from the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 4, 2012.

ONTECO CORPORATION

SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ONTECO CORPORATION

Dated: August 21, 2012	By:	/s/ DROR SVORAI
		Dror Svorai,
		President/Chief Executive Officer

Dated: August 21, 2012	By:	/s/ DROR SVORAI
		Dror Svorai,
		Chief Financial Officer

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

Dated: August 21, 2012	By:	/s/ DROR SVORAI
		Director

100

Inelco Corp - FORM 10-K/A - August 22, 2012

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Inelco Corp Reports