ENIGMA-BULWARK, LTD - FORM 10-Q

Attached files

file	filename
EX-32 - SEC 906 CERT-CFO - ENIGMA-BULWARK, LTD	ex322section906certification.htm
EX-31 - SEC 302 CERT - CFO - ENIGMA-BULWARK, LTD	ex312section302certification.htm
EX-32 - SEC 906 CERT-CFO - ENIGMA-BULWARK, LTD	ex321section906certification.htm
EX-31 - SEC 302 CERT - CEO - ENIGMA-BULWARK, LTD	ex311section302certification.htm
EXCEL - IDEA: XBRL DOCUMENT - ENIGMA-BULWARK, LTD	Financial_Report.xls

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended: September 30, 2013

or

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

For the transition period from__________ to _________

Commission File Number 333-139045

[egct2013093010q001.jpg]

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


Nevada	26-1875304
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

1327 Ocean Avenue, Suite B, Santa Monica, CA	90401
(Address of principal executive offices)	(Zip Code)

310-899-3900

(Registrant’s telephone number, including area code)

N/A

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x YES o NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

x YES o NO

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


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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.

o YES x NO

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

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.

o YES o NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

26,674,740 common shares issued and outstanding as of November 10, 2013

PART 1 – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

The Company’s unaudited interim consolidated financial statements for the three month period ended September 30, 2013, form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

These financial statements should be read in conjunction with the audited financial statements and notes included thereto for the year ended December 31, 2012, on Form 10-K, as filed with the Securities and Exchange Commission.


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

	September 30, 2013			December 31, 2012
ASSETS	(unaudited)
Current assets
Cash	$	35		$	23,387
Total current assets		35			23,387

Stock holdings.		12,062			12,062
Property and equipment, net		2,175			2,625
Other assets		5,800			6,600

TOTAL ASSETS	$	20,072		$	44,674


LIABILITIES AND STOCKHOLDERS' DEFICIT

LIABILITIES
Current liabilities
Accounts payable and accrued expenses	$	790,429		$	792,321
Notes and loans payable, including accrued interest		209,118			188,923
Related party loans, including accrued interest		1,125,232			849,734
Related party payables		692,604			470,932
Total current liabilities		2,817,383			2,301,910
Total liabilities		2,817,383			2,301,910

STOCKHOLDERS' DEFICIT
Preferred stock, $0.001 par value, 10,000,000 shares authorized, none issued and outstanding		––			––
Common stock, $0.001 par value, 100,000,000 shares authorized, 26,674,740 issued and outstanding as of September 30, 2013 and December 31, 2012		26,675			26,675
Additional paid in capital		6,141,153			5,976,153
Deficit accumulated during the development stage		(8,965,139	)		(8,260,064	)
Total stockholders' deficit		(2,797,311	)		(2,257,236	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	20,072		$	44,674

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


ECOLOGIC TRANSPORTATION, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
													Cumulative from
													December 16, 2008
	For the three months ended						For the nine months ended						(inception) to
	September 30, 2013			September 30, 2012			September 30, 2013			September 30, 2012			September 30, 2013
Revenue	$	––		$	––		$	206		$	––		$	1,872
Cost of sales		––			––			170			––			1,022
Gross profit		––			––			36			––			850

General and administrative expenses		184,319			277,685			639,537			1,382,517			8,210,376

Operating loss		(184,319	)		(277,685	)		(639,501	)		(1,382,517	)		(8,209,526	)

Interest expense		(22,026	)		(18,486	)		(62,583	)		(66,384	)		(323,779	)
Interest income		––			12			8			34			203
Loss on foreign currency exchange		––			––			––			––			(351	)
Loss on EV Transportation, Inc. settlement		––			––			––			(350,000	)		(350,000	)
Loss from continuing operations		(206,345	)		(296,159	)		(702,076	)		(1,798,867	)		(8,883,453	)

Income (loss) from discontinued operations, net of tax		(1,011	)		5,998			(2,999	)		14,636			(81,686	)

Net loss	$	(207,356	)	$	(290,161	)	$	(705,075	)	$	(1,784,231	)	$	(8,965,139	)


Net loss per share, basic and diluted:
Continuing operations	$	(0.008	)	$	(0.011	)	$	(0.026	)	$	(0.070	)
Discontinued operations	$	––		$	––		$	––		$	0.001

Weighted average common shares outstanding,- basic and diluted		26,674,740			25,993,248			26,674,740			25,565,537

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


ECOLOGIC TRANSPORTATION, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
							Cumulative from
							December 16, 2008
	For the nine months ended						(inception) to
	September 30, 2013			September 30, 2012			September 30, 2013
Cash flow from continuing operations:
Net loss	$	(702,076	)	$	(1,798,867	)	$	(8,883,453	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock compensation/amortization of deferred compensation		165,000			799,625			3,820,355
Stock issued for EV Transportation, Inc. settlement		––			350,000			350,000
Accruals converted to related party loans		187,500			111,667			1,080,167
Depreciation		450			500			850
Bad debt expense		––			––			350
Loss on foreign currency exchange		––			––			351
Changes in operating assets and liabilities:
Decrease in accounts receivable		––			––			15,936
(Increase) decrease in other assets		800			11,002			(4,063	)
Increase in accounts payable, accrued expenses, accrued interest, deferred compensation		62,420			164,318			700,149
Increase in due to related parties		221,672			215,685			1,141,004
Net cash used in operating activities		(64,234	)		(146,070	)		(1,778,354	)

Cash flow from investing activities:
Cash received in reverse merger		––			––			10,448
Purchase of equipment		––			(3,025	)		(3,025	)
Net cash provided by (used in) investing activities		––			(3,025	)		7,423

Cash flow from financing activities:
Proceeds from related party loans		40,479			106,549			892,555
Proceeds from notes payable		––			––			284,500
Contributed capital		––			––			710
Issuance of capital stock for cash		––			75			522,885
Common stock subscriptions received		––			-			6,049
Net cash provided by financing activities		40,479			106,624			1,706,699

Net cash used in continuing operations		(23,755	)		(42,471	)		(64,232	)

Discontinued operations:
Net cash provided by operating activities		403			34,071			64,867
Net cash used in investing activities		––			––			(600	)

Net cash provided by discontinued operations		403			34,071			64,267

Net increase (decrease) in cash		(23,352	)		(8,400	)		35

Cash - beginning of period		23,387			29,550			––

Cash - end of period	$	35		$	21,150		$	35

NONCASH ACTIVITIES
Recapitalization for reverse acquisition	$	––		$	––		$	(31,908	)
Conversion of related party payable to note payable	$	187,500		$	111,667		$	1,050,167
Conversion of debt into common stock	$	––		$	637,125		$	637,125
Cancellation of debt	$	––		$	847,142		$	847,142
Restricted stock issued in settlement	$	––		$	350,000		$	350,000
Common stock subscriptions received	$	––		$	––		$	6,049
Reduction in equity due to spin-off	$	––		$	––		$	(60,000	)

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	––		$	28,033		$	28,033
Income taxes paid	$	––		$	––		$	––

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

ECOLOGIC TRANSPORTATION, INC.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2013

(Unaudited)

NOTE 1. OVERVIEW

The accompanying unaudited interim consolidated financial statements of Ecologic Transportation, Inc. (”the Company”) have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Item 210 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included thereto for the year ended December 31, 2012, on Form 10-K, as filed with the Securities and Exchange Commission, as the interim disclosures generally do not repeat those in the annual statements.

The Company is a development stage company as defined by ASC 915-10, “Accounting and Reporting by Development Stage Enterprises”. A development stage enterprise is one in which planned principal operations have not commenced or, if its operations have commenced, there has been no significant revenues therefrom.

The Company was incorporated in the State of Nevada on September 30, 2005, under the name Heritage Explorations Inc. On June 20, 2008, the Company merged with its wholly owned subsidiary and changed its name to USR Technology, Inc. (“USR”). On June 26, 2008, USR, engaged primarily in the provision of international drilling services, began trading its common stock under the symbol “USRT”.

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

On July 2, 2009, the Company’s wholly-owned subsidiary Ecological Acquisition Corp. was merged into Ecologic Sciences, Inc. with Ecologic Sciences, Inc. being the sole surviving entity under the name “Ecologic Sciences, Inc.” and the Company being the sole shareholder of the surviving entity. Upon closing of the agreement and plan of merger on July 2, 2009, the Company issued 17,559,486 shares of its common stock to the former shareholders of Ecologic Sciences, Inc. in consideration for the acquisition of all of the issued and outstanding common shares in the capital of Ecologic Sciences, Inc. As of the closing date, the former shareholders of Ecologic Sciences, Inc. held approximately 75.85% of the issued and outstanding common shares of the Company.

Prior to the Merger, the Company was focused on the drilling services sector of the oil and gas industry. As of the closing date of the Merger on July 2, 2009, the Company became a development stage company in the business of environmental transportation, and was originally structured with three operating subsidiaries under the parent company, Ecologic Transportation, Inc.:


1.	Ecologic Car Rentals, Inc., a Nevada Corporation
2.	Ecologic Products, Inc., a Nevada Corporation
3.	Ecologic Systems, Inc., a Nevada Corporation

The subsidiary companies Ecologic Products, Inc. and Ecologic Systems, Inc. were created to provide an infrastructure and support for Ecologic Car Rentals, Inc., the Company’s primary operations and distribution channels for its environmental products.

Change in infrastructure:

Through the Company’s subsidiary, Ecologic Systems, Inc. (“EcoSys”), the Company intended to develop and manage the “greening” of gas stations along with retrofitting them with alternative energy options and solutions. To build this infrastructure, the Company intended to provide turnkey management, installation, and integration of equipment procurement, equipment installation, contracting, fuel, and regulatory tax incentive and grant subsidization proposals.

The Company’s Board of Directors made the strategic decision to focus the majority of its resources and time on the development of its environmental car rental business, and on March 16, 2012, entered into a Share Exchange Agreement and Plan of Merger with Amazonas and EcoSys (the “Share Exchange”).

Prior to the Share Exchange, EcoSys introduced the Amazonas management to the holder of its sixty thousand dollar ($60,000) convertible note in order to have non-affiliate parties associated with Amazonas acquire all or a portion of the note. EcoSys assisted in the facilitation of the acquisition of the note as part of its negotiations with Amazonas regarding the Share Exchange. The terms of the convertible note allowed for the conversion of the debt into common stock at par value. On March 26, 2012, the debt was converted, and an additional sixty million (60,000,000) shares were issued to the note holders. The issuance of common stock pursuant to the terms of the convertible note, affected the total number of EcoSys’ issued and outstanding shares, and triggered an anti-dilution provision as it pertains to the shares of EcoSys owned by the Company. As a result, an additional 2,020,618 shares were issued to the Company, thereby increasing the Company’s ownership of EcoSys shares to 3%.

As a result of the Share Exchange, Amazonas became a wholly owned subsidiary of EcoSys, the Company owns three percent (3%) of the EcoSys outstanding capital stock (the “EGCT shares”), and the former Amazonas shareholders (“Amazonas Shareholders”) own ninety-seven percent (97%) of the EcoSys outstanding capital stock. For a period of one hundred and eighty (180) days after the closing, the EGCT Shares were subject to an anti-dilution provision. The anti-dilution provision protected the three (3%) percent ownership of the issued and outstanding capital stock of EcoSys owned by the Company.

Current Business

The Company continues to focus on the development of its environmental transportation business through its two operating subsidiaries, Ecologic Car Rentals, Inc. and Ecologic Products, Inc.

Through the Company’s two operating subsidiaries, the Company intends to provide distribution channels for its environmental products, and implement certain internal product requirements in order to establish it as a “green” company throughout its operations.

Ecologic Car Rentals, Inc.

The Company’s primary focus is to develop an environmental car rental operation through its subsidiary, Ecologic Car Rentals, Inc. The Company is currently pursuing viable opportunities within the car rental industry to develop and establish its own brand as a premier “green” car rental company, offering environmentally-friendly vehicles.

The Company plans to acquire existing profitable independent car rental operations on a multi-regional basis and convert their operations to an Ecologic platform. The Company has identified certain independent car rental operations that would provide a multi-regional presence, and that can be used as a platform to become the only large “green” independent car rental operation in the U.S. The Company will incrementally replace the fleets with environmental vehicles over a 12–24 month period. The Company’s strategy is to co-brand with the acquisitions for a limited period of time, ultimately completing the rebranding transition to “green” outlets as “Ecologic Car Rentals”.

Currently, the Company intends to rent only environmentally friendly vehicles in the compact, full-size and sport-utility vehicle classes. The Company intends to rent cars on daily, multi-day, weekly and monthly basis. The Company expects that its primary source of revenue will consist of “base time and mileage” car rental fees which can include daily rates including mileage. The Company expects to also charge an additional fee for one-way rentals to and from specific locations. In addition to rental fees, the Company intends to sell other optional products to the Company’s customers, such as collision or loss damage waivers, supplemental liability insurance, personal effects coverage and gasoline.

The Company intends to have its car rental customers make rental reservations either via the Company’s website, www.ecologictransportation.com, at the Company’s proposed partners’ websites, at the rental counter at any of the Company’s proposed locations, by phone, through online travel websites that the Company intends to partner with, or through a corporate account program in place with their employers.

On August 2, 2012 the Company entered into a 120-day Letter of Intent (“LOI”) to acquire all of the issued and outstanding shares of ACE Rent A Car, Inc. (“ACE”), an Indiana corporation. A second letter of intent (the “Second LOI”) was entered into between the Company and ACE effective December 1, 2012 and expired on January 31, 2013. Although the Company and ACE have not formally extended the Second LOI, they are currently actively engaged in due diligence. Concurrently with the due diligence process, the Company has been actively seeking primarily equity-based financial support to effect the ACE acquisition. The Company is currently working with financial institutions to secure a combined debt-equity structure offering that will enable the Company to complete its proposed acquisition. ACE is under no obligation, neither verbally nor contractually, to sell ACE to the Company. The Company’s management and ACE are continuing discussions, and ACE is awaiting the Company’s revised acquisition proposal. There can be no guarantee that satisfactory financing arrangements will be secured to complete the acquisition.

Ecologic Products, Inc.

The Company is developing ecologically friendly products through its subsidiary, Ecologic Products, Inc. Initially, the Company’s product line will be focused on transportation and its ancillary markets. In anticipation of the Company’s first rental car location, and need for environmentally friendly car cleaning (one of the most important aspects of a car rental operation), the Company developed Ecologic Shine^®, a device and system for near-waterless car washing that delivers cleaning comparable to normal washing without the use of any harmful chemicals.

In 2009, the Company launched Ecologic Shine^® in collaboration with Park ‘N Fly, an airport parking chain with prominent locations in 15 airport markets, and established test market operations in Atlanta, San Diego and Los Angeles. Management has evaluated the results of operations during the 3-year test period between 2009 and 2012, and has determined that a continued collaboration with Park ‘N Fly would not be in the Company’s best interest as a viable profit center. In September, 2012, the testing sites in Atlanta ceased operations. The Park ‘N Fly Agreement expired on December 1, 2012, and operations ceased in Los Angeles and San Diego. The Company is not pursuing any arrangements with Park ‘N Fly in the future.

The Company is currently pursuing wholesale distribution opportunities for the Ecologic Shine^®product, including the selling through major consumer retail chains including, but not limited to, auto supply stores, convenience stores and gas stations, as well as all retail stores that would carry car wash products. The Company is currently working with a car wash specialist to help develop the strategic plan for retail distribution and the economic modeling of the Ecologic Shine^® retail proposition.

The Company has recently concluded a test market with the largest national automotive quick lube franchise network, for the utilization of the Ecologic Shine^® family of waterless car wash products to be offered as an additional service. Ecologic Shine^® is now an approved product for this network and earned this status after completion of an evaluation of the operations of the product line and its integration into the quick lube services at three quick lube locations. The Company is developing car wash production models and timing schedules for the Ecologic Shine^® system to be easily integrated into the oil change process, enabling the system to be utilized by the largest number of quick lube company franchisees.

The Company’s management has scheduled a meeting in the United Kingdom with the head of the International operating division of a Chinese industrial company, to conduct an in-person demonstration of the Ecologic Shine^® product. This meeting is a follow up to the Company’s Chairman and CEO’s meetings in Beijing and Shenzhen, China, in 2012. The Chinese counterparts to the Company’s management showed great interest in the Ecologic Shine^® waterless car wash product and requested additional information. The Company followed up with two additional meetings that have led to the upcoming in-person demonstration in the United Kingdom. The Company believes that China’s need for environmentally sustainable solutions to its business, coupled with the low cost of labor, make China a unique opportunity for Ecologic Shine^®.

Going Concern

The Company has incurred losses since inception resulting in an accumulated deficit of $8,965,139, and further losses are anticipated in the development of its business. The Company’s ability to continue as a going concern is dependent upon its ability to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, which may not be available at commercially reasonable terms There can be no assurance that the Company will be able to continue to raise funds, in which case the Company may be unable to meet its obligations and the Company may cease operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

The consolidated financial statements reflect all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the periods shown. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue as a going concern.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies is presented to assist in understanding the Company’s financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.

Development Stage Company: The Company is a development stage company as defined by ASC 915-10-05, “Development Stage Entity.” The Company is still devoting substantially all of its efforts on establishing the business, and its planned principal operations, namely its car rental operations, have not commenced. All losses accumulated since inception have been considered as part of the Company’s development stage activities.

Cash and Cash Equivalents: The Company considers cash in banks, deposits in transit, and highly-liquid debt instruments purchased with original maturities of three months or less to be cash and cash equivalents. As of September 30, 2013 and December 31, 2012, the Company had no cash equivalents.

Property and Equipment: Property and equipment is carried at the cost of acquisition or construction and depreciated over the estimated useful lives of the assets. Costs associated with repairs and maintenance are expensed as incurred. Costs associated with improvements which extend the life, increase the capacity or improve the efficiency of the Company’s property and equipment are capitalized and depreciated over the remaining life of the related asset. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are 5 to 7 years.

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

Income Taxes: The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded, when necessary, to reduce deferred tax assets to the amount expected to be realized.

As a result of the implementation of certain provisions of ASC 740, Income Taxes (“ASC 740”), which clarifies the accounting and disclosure for uncertainty in tax positions, as defined, ASC 740 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. The Company adopted the provisions of ASC 740 as of January 1, 2006, and have analyzed filing positions in each of the federal and state jurisdictions where we are required to file income tax returns, as well as all open tax years in these jurisdictions. The Company has identified the U.S. federal as our "major" tax jurisdiction. Generally, the Company remains subject to Internal Revenue Service examination of our 2007 through 2011 U.S. federal income tax returns. However, the Company has certain tax attribute carryforwards which will remain subject to review and adjustment by the relevant tax authorities until the statute of limitations closes with respect to the year in which such attributes are utilized.

The Company believes that our income tax filing positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a material change to the Company’s financial position. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740. In addition, the Company did not record a cumulative effect adjustment related to the adoption of ASC 740. The Company’s policy for recording interest and penalties associated with income-based tax audits is to record such items as a component of income taxes.

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

Revenue Recognition: Revenue is recognized when all applicable recognition criteria have been met, which generally include (a) persuasive evidence of an existing arrangement; (b) fixed or determinable price; (c) delivery has occurred or service has been rendered; and (d) collectability of the sales price is reasonably assured.

The Company’s revenue stream is from Ecologic Shine^®, the initial product being marketed through the Company’s subsidiary Ecologic Products, Inc. The Company has made limited sales to certain retail automobile maintenance chains for the purpose of product testing.

Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of: In accordance with ASC 350-30, the Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. The Company currently believes there is no impairment of its long-lived assets. There can be no assurance, however, that market conditions will not change or demand for the Company’s products under development will continue. Either of these could result in future impairment of long-lived assets.

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

Fair Value Measurements: When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. The Company uses the following three levels of inputs in determining the fair value of its assets and liabilities, focusing on the most observable inputs when available:

•

Level 1

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

•

Level 2

Quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability.

•

Level 3

Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable.

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed is determined based on the lowest level input that is significant to the fair value measurement.

Investments in securities: Investments in securities are accounted for using the equity method if the investment provides the Company the ability to exercise significant influence, but not control, over an investee. Significant influence is generally deemed to exist if the Company has an ownership interest in the voting stock of the investee between 20% and 50%, although other factors, such as representation on the investee's Board of Directors, are considered in determining whether the equity method is appropriate. All other equity investments, which consist of investments for which we do not possess the ability to exercise significant influence, are accounted for under the cost method. Under the cost method of accounting, investments are carried at cost and are adjusted only for other-than-temporary declines in realizable value and additional investments.

Recent Accounting Pronouncements: The Company evaluates the pronouncements of various authoritative accounting organizations, primarily the Financial Accounting Standards Board (“FASB”), the US Securities and Exchange Commission (“SEC”), and the Emerging Issues Task Force (“EITF”), to determine the impact of new pronouncements on US GAAP and the impact on the Company. The Company has recently adopted the following new accounting standards:

Adopted:

Effective January 2012, the Company adopted ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (ASU 2011-04). ASU 2011-04 represents the converged guidance of the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) on fair value measurement. A variety of measures are included in the update intended to either clarify existing fair value measurement requirements, change particular principles requirements for measuring fair value or for disclosing information about fair value measurements. For many of the requirements, the FASB does not intend to change the application of existing requirements under Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements. ASU 2011-04 was effective for interim and annual periods beginning after December 15, 2011. The adoption of this update did not have a material impact on the consolidated financial statements.

Effective January 2012, the Company adopted ASU No. 2011-05, Presentation of Comprehensive Income (ASU 2011-05). ASU 2011-05 is intended to increase the prominence of items reported in other comprehensive income and to facilitate convergence of accounting guidance in this area with that of the IASB. The amendments require that all non-owner changes in shareholders’ equity be presented in a single continuous statement of comprehensive income or in two separate but consecutive statements. In December 2011, the FASB issued ASU No. 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (ASU 2011-12). ASU 2011-12 defers the provisions of ASU 2011-05 that require the presentation of reclassification adjustments on the face of both the statement of income and statement of other comprehensive income. Amendments under ASU 2011-05 that were not deferred under ASU 2011-12 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this update did not have a material impact on the consolidated financial statements.

Not Yet Adopted:

In February 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive (ASU 2013-02). This guidance is the culmination of the FASB’s deliberation on reporting reclassification adjustments from accumulated other comprehensive income (AOCI). The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other comprehensive income. However, the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes thereto. Amounts that are not required to be reclassified in their entirety to net income must be cross-referenced to other disclosures that provide additional detail. This standard is effective prospectively for annual and interim reporting periods beginning after December 15, 2012. The Company is evaluating the effect, if any, the adoption of ASU 2013-02 will have on its consolidated financial statements.

In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. The Company is evaluating the effect, if any, adoption of ASU No. 2013-07 will have on its consolidated financial statements.

In July 2013, the FASB issued ASU No 2013-11, Presentation of an Unrecognized Tax Benefit When Net Operating Loss Carryforward Exists. The objective of ASU 2013-11 is to reduce diversity in practice by providing guidance on the presentation of unrecognized tax benefits, and will better reflect the manner in which an entity would settle at the reporting date any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exist. The amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013, and interim reporting periods therein. Early adoption is permitted. The Company is evaluating the effect, if any, adoption of ASU No. 2013-11 will have on its consolidated financial statements

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements.

NOTE 3: INVESTMENT IN SECURITIES

Amazonas Florestal, Ltd. (formerly Ecologic Systems, Inc.)

On March 16, 2012, Ecologic Systems, Inc. (“EcoSys”), a wholly-owned subsidiary of the Company with two million (2,000,000) issued and outstanding shares of common stock, entered into a Share Exchange Agreement and Plan of Merger with Amazonas Florestal, Inc., resulting in, among other things, a change in control of EcoSys, whereby EcoSys was no longer a subsidiary of the Company. Included in the Share Exchange was the condition that for a period of one hundred and eighty (180) days after the Closing, the shares of EcoSys held by the Company would be subject to an anti-dilution provision that protected the Company’s three percent (3%) ownership. As a result, on March 16, 2012, an additional 2,020,618 shares of EcoSys common stock was issued to the Company, thereby increasing the Company’s holdings to 4,020,618 shares, and maintaining the Company’s 3% ownership.

On April 11, 2012, Ecologic Systems, Inc. changed its name to Amazonas Florestal, Ltd. (“AZFL”), and Amazonas Florestal, Inc. became a wholly owned subsidiary of AZFL. On April 19, 2012, AZFL effectuated a 3 for 1 forward stock split, which increased the Company’s holding to 12,061,854 shares of AZFL common stock.

As of September 30, 2013, the Company held 12,061,854 shares of AZFL common stock with a fair value of $12,062. Management’s intent is to hold the securities and does not intend to sell or trade them,, but, as stated in its earlier filings, plans to distribute the AZFL shares through a dividend to the Company’s shareholders of record as of March 16, 2012, the effective date of the Merger, once the management of AZFL has filed an S1 Registration and registers the shares held by the Company.

NOTE 4. PROPERTY AND EQUIPMENT

Property and equipment consists of the following:


	September 30, 2013			December 31, 2012
Office equipment	$	3,025		$	3,025
Accumulated depreciation		(850	)		(400	)
Property and equipment, net	$	2,175		$	2,625

Depreciation expense totaled $450 and $500 for the nine months ended September 30, 2013 and September 30, 2012, respectively.

NOTE 5. NOTES AND LOANS PAYABLE

Notes and loans payable consists of the following:


	September 30, 2013		December 31, 2012
Skyy Holdings, Ltd.	$	100,000	$	100,000
Prominence Capital LLC		25,000		25,000
Total notes and loans payable-principal		125,000		125,000
Accrued interest		84,118		63,923
Total notes and loans payable	$	209,118	$	188,923

On January 24, 2011, Skyy Holdings, Ltd. loaned the Company $100,000 evidenced by a Promissory Note bearing interest at the rate of 15%, with principal and interest payable 45 days from the date of issue, and thereafter at a rate of 25% per annum. As of September 30, 2013, the note remains outstanding and no demand has been made for repayment. Accrued interest at September 30, 2013 and December 31, 2012 was $79,110 and $60,411, respectively.

On March 29, 2011, Prominence Capital LLC loaned the Company $25,000 evidenced by a Promissory Note bearing interest at the rate of 8% per annum with the principal balance due on demand. As of September 30, 2013, the note remains outstanding, and no demand has been made for repayment. Accrued interest at September 30, 2013 and December 31, 2012 was $5,008 and $3,512, respectively.

Accrued interest on notes and loans payable at September 30, 2013 and December 31, 2012 was $84,118 and $63,923, respectively.

NOTE 6. RELATED PARTY TRANSACTIONS

On October 12, 2009, the Company entered into a consulting agreement with Huntington Chase, Ltd., a Nevada corporation, wherein Edward W. Withrow III, the Company’s Chairman, owns a majority control. The consulting agreement provides for Huntington Chase, Ltd. to perform certain advisory functions, and to be paid $15,000 per month for a period of 3 years until October 12, 2012. A modification to the consulting agreement was made on October 12, 2012, to extend the term for an additional three years. The total consulting fees owing under this agreement at September 30, 2013 and December 31, 2012, are $647,500 and $512,500, respectively. Of the total consulting fees owing, $197,500 was converted to a loan payable. The loan bears interest at a rate of seven percent (7%) per annum, and is due upon demand. In addition, as of September 30, 2013 and December 31, 2012, respectively, $450,000 and $315,000 in consulting fees is recorded as accrued compensation. Accrued interest at September 30, 2013 and December 31, 2012 was $47,719 and $31,932, respectively.

On November 1, 2011, the Company entered into an employment agreement with William B. Nesbitt, for his services as President and Chief Executive Officer of the Company. The initial term of the Agreement was for a period of twelve (12) months, and is automatically renewed annually unless terminated by either party. The Agreement provides for initial compensation of $10,000 per month for the first nine months, increasing to $20,833 effective August 1, 2012, having reached certain goals of the Company. In addition, the Agreement provides for expense reimbursements, an initial Stock Option grant of 1,500,000 shares of the Company’s common stock, and annual performance options. Any unpaid compensation shall be converted to a Senior Note Payable on a monthly basis, accruing interest at a rate of five percent (5%) per annum. As of September 30, 2013 and December 31, 2012, respectively, accrued compensation in the amount of $391,665 and $204,166, has been converted to a Senior Note Payable, and is included in loans to the Company. Accrued interest at September 30, 2013 and December 31, 2012 was $15,615 and $4,849, respectively.

Related party transactions consists of the following:


	September 30, 2013		December 31, 2012
Loans to the Company	$	1,005,107	$	777,959
Accrued interest		119,286		71,775
Total related party loans		1,124,393		849,734
Accrued compensation		661,882		459,522
Reimbursable expenses		30,781		11,410
Total related party payable		682,603		470,932
Total related party transactions	$	1,816,996	$	1,320,666

As at September 30, 2013 and December 31, 2012, respectively, affiliates and related parties are due a total of $1,816,996 and $1,320,666, is comprised of loans to the Company of $1,005,107 and $777,959, accrued interest of $119,286 and $71,775, accrued compensation of $661,882 and $459,522, and reimbursable expenses of $30,781 and $11,410, for a total increase of $496,331.

The Company’s increase in loans to the Company of $227,148 is due to an increase in cash loans of $39,650, and an increase in accrued compensation converted to notes payable of $187,498.

The Company’s increase in unpaid compensation of $202,300 is due to a net increase in accrued compensation of $202,300 payable to Huntington Chase, Ltd., The Kasper Group, Ltd. and MJ Management, LLC, related party creditors.

The Company’s reimbursable expenses increased by $19,371 and $6,832 during the nine months ended September 30, 2013 and the year ended December 31, 2012, respectively.

All outstanding related party notes bear interest at the rate of 5% and 7% per annum, and are due and payable within one (1) year of receipt of written demand by the related party creditors.

During the nine months ended September 30, 2013 and the year ended December 31, 2012, $47,511 and $58,878 of interest was accrued. As of September 30, 2013 and December 31, 2012, accrued interest payable to related parties was $119,286 and $71,775, respectively.

NOTE 7. COMMON SHARES

The total number of authorized shares of common stock that may be issued by the Company is 100,000,000 with a par value of $0.001 per share.

On January 30, 2012, William B. Nesbitt, the Company’s Chief Executive Officer, was granted the right to purchase 500,000 shares of common stock at par value of $0.001 for his contribution to the Company prior to executing an employment agreement with the Company. Mr. Nesbitt elected to purchase the shares and, as a result, 500,000 restricted shares of the Company’s common stock were issued for $500 cash. The shares were valued at $75,000, which has been expensed in the current year, and $74,500 has been recorded as additional paid in capital.

On January 30, 2012, two Directors of the Company received the right to purchase 250,000 each shares of common stock at par value of $0.001 for their services over and above their roles as Directors of the Company. Both Directors elected to purchase the shares and, as a result, a total of 500,000 restricted shares of the Company’s common stock were issued. The shares were valued at $75,000, which has been expensed in the current year, and $74,500 has been recorded as additional paid in capital.

On January 30, 2012, 50,000 restricted shares of the Company’s common stock were issued to a consultant in exchange for services. The shares were valued at $7,500, which has been expensed in the current year, and $7,450 has been recorded as additional paid in capital.

On January 31, 2012, the former Chief Financial Officer, Norman A. Kunin, converted his debt in the amount of $147,909 into 462,214 restricted shares of the Company’s common stock at $0.32 per share. As a result, $147,447 has been recorded as additional paid in capital.

On June 5, 2012, the Chief Financial Officer, Calli Bucci, converted her debt in the amount of $68,000 into 212,500 restricted shares of the Company’s common stock at $0.32 per share. As a result, $67,788 has been recorded as additional paid in capital.

On June 18, 2012, 1,250,000 restricted shares of the Company’s common stock were issued EV Transportation, Inc., a Nevada corporation, in connection with a Settlement Agreement and Mutual Release entered into on April 2, 2012. The shares were valued at $350,000, which has been expensed in the current year, and $348,750 has been recorded as additional paid in capital.

On June 20, 2012, the Company authorized 350,000 shares of its restricted common stock to be issued to a consultant for services rendered to the Company, pursuant to the Consulting Agreement dated June 20, 2012. The shares were valued at $112,000, which has been fully expensed in the current year. As of September 30, 2013, 250,000 shares were issued and 100,000 shares remain to be issued. As a result, $79,750 has been recorded as paid in capital, and $32,000 has been accrued for the 100,000 unissued shares until the shares are issued.

On June 27, 2012, The Kasper Group converted its debt in the amount of $424,624 into 1,326,952 shares of the Company’s common stock at $0.32 per share. As a result, $423,297 has been recorded as additional paid in capital.

On July 5, 2012, the Company issued 150,000 shares of its restricted common stock to two consultants in exchange for services rendered to the Company. The shares were valued at $33,000, which has been expensed in the current year, and $32,925 has been recorded as paid in capital. In addition, one shareholder paid $75. 00 to purchase his shares at a par value of $0.001, pursuant to his Consulting Agreement.

In August 2012, Mr. William Plamondon and Ms. Erin Davis returned 3,559,750 shares of the Company’s restricted common stock to the treasury, pursuant to the Settlement Agreement and Mutual Release dated July 23, 2012. As a result, $3,560 has been recorded to additional paid in capital.

On September 5, 2012, the Company issued 750,000 shares of its restricted common stock for services rendered to the Company, pursuant to a Consulting Agreement dated September 5, 2012. The shares were valued at $180,000, which has been recorded as deferred compensation, and will be amortized over a twelve month period. As a result, $179,250 has been recorded to additional paid in capital. As of September 30, 2013, a total of $105,000 has been expensed, and $75,000 will be expensed over the next 5 months.

On September 18, 2012, the Company issued 50,000 shares of its restricted common stock to one consultant in exchange for services rendered to the Company. The shares were valued at $16,000, which has been expensed in the current year, and $15,950 has been recorded as additional paid in capital.

As of September 30, 2013 and December 31, 2012 the Company had 26,674,740 shares of common stock issued and outstanding.

During the nine months ended September 30, 2013 and September 30, 2012, respectively, a total of $120,000 and $115,625 in deferred stock compensation was expensed. Deferred stock compensation in the amount of $0 and $120,000 remains as of September 30, 2013 and December 31, 2012, respectively.

NOTE 8. WARRANTS AND OPTIONS

As of September 30, 2013 and December 31, 2012, the Company has no warrants and 5,997,547 options issued and outstanding.

On November 1, 2011, the Company entered into an employment agreement with its Chief Executive Officer, under which the Company granted qualified stock options to purchase 1,500,000 shares of its common stock for 5 years at an option price of $0.20 per share. The options vest quarterly over a three (3) year period at 125,000 shares per quarter. The options have been valued using the Black-Scholes valuation method at $0.12 per share or $180,000. The Company used the following assumptions in valuing the options: expected volatility 254%; expected term 5 years; expected dividend yield 0%, and risk-free interest rate of .90%. The Company has recorded a total of $180,000 of deferred stock option compensation, of which $60,000 was expensed in the prior year, and $45,000 has been expensed during the current period. There remains deferred stock option compensation in the amount of $75,000 as of September 30, 2013.

During the nine months ended September 30, 2013 and September 30, 2012, respectively, the Company expensed a total of $45,000 and $487,500 in stock option compensation. There remained $75,000 and $120,000 in deferred stock option compensation at September 30, 2013 and December 31, 2012, respectively.


Outstanding and Exercisable Options
		Remaining	Exercise Price		Weighted
	Number of	Contractual Life	times Number		Average
Exercise Price	Shares	(in years)	of Shares		Exercise Price

$0.250	2,287,547	1.00	$	571,887		$0.25
$0.473	435,000	1.75		205,755		$0.37
$0.320	750,000	2.50		240,000		$0.35
$0.320	1,025,000	7.50		328,000		$0.35
$0.200	1,500,000	3.25		300,000		$0.31
	5,997,547		$	1,645,642		$0.31


Options Activity	Number	Weighted Average
	Of Shares	Exercise Price

Outstanding at December 31, 2012	5,997,547		$0.31
Issued	––		––
Exercised	––		––
Expired / Cancelled	––		––
Outstanding at September 30, 2013	5,997,547		$0.31

NOTE 9. COMMITMENTS AND CONTINGENCIES

On June 20, 2012, the Company entered into a consulting agreement with Capital Group Communications, Inc. (“CGC”), a California corporation, for certain consulting services rendered to the Company. The CGC agreement is for a term of 12 months beginning June 20, 2012, and includes compensation for services rendered in the form of 350,000 non-refundable restricted shares of the Company’s common stock, valued at $112,000. On December 15, 2012, 250,000 shares were issued to CGC. As of September 30, 2013, 100,000 shares remain to be issued.

On August 2, 2012 the Company entered into a 120-day Letter of Intent (“LOI”) to acquire all of the issued and outstanding shares of ACE Rent A Car, Inc. (“ACE”), an Indiana corporation. A second letter of intent (the “Second LOI” was entered into between the Company and ACE effective December 1, 2012 and expired on January 31, 2013. Although the Company and ACE have not formally extended the Second LOI, they are currently actively engaged in due diligence. Concurrently with the due diligence process, the Company has been actively seeking primarily equity-based financial support to effect the ACE acquisition. The Company is currently working with financial institutions to secure a combined debt-equity structure offering that will enable the Company to complete its proposed acquisition. ACE is under no obligation, neither verbally nor contractually, to sell ACE to the Company. The Company’s management and ACE are continuing discussions, and ACE is awaiting the Company’s revised acquisition proposal. There can be no guarantee that satisfactory financing arrangements will be secured to complete the acquisition.

On September 5, 2012, the Company entered into a consulting agreement with NUWA Group, LLC (“NUWA”), a California corporation, for certain consulting services to be provided to the Company. The NUWA agreement is for a term of 12 months beginning September 5, 2012, and includes compensation for such services in the form of 750,000 shares of non-refundable restricted shares of the Company’s common stock, valued at $180,000, which were issued in full on September 11, 2012. During the nine months ended September 30, 2013 and the year ended December 31, 2012, respectively, $90,000 and $60,000 of deferred compensation was expensed. There remains $30,000 and $120,000 in deferred compensation at September 30, 2013 and December 31, 2012, respectively.

On September 12, 2012, the Company retained the services of Wellington Shields & Co., LLC (“Wellington”) for the acquisition financing related to the purchase of ACE Rent A Car. The proposed financing was to be used primarily to complete the proposed acquisition of ACE. The Engagement Letter dated September 12, 2012, provided for an initial fee of $25,000 fee for Wellington to represent the Company to lenders to secure financing for the purchase of ACE. In addition, the Company engaged Wellington to represent the Company in a $30,000,000 equity financing, which was contingent upon the completion of the ACE acquisition. Wellington has been unable to secure satisfactory financing for the acquisition of ACE, and the contingent equity financing, and the Company’s agreement with Wellington has been terminated. There are no further obligations between the Company and Wellington.

NOTE 10. DISCONTINUED OPERATIONS

On December 1, 2012, the Company discontinued all operations related to the former activities involving the three year test market with Park N Fly, Inc. for the Company’s car wash product and system, Ecologic Shine^®. The 3-year test market with Park N Fly resulted in an accumulated deficit of $81,686 through September 30, 2013. In addition, certain advances were made to Ecologic Products, Inc. for the purpose of overhead expenses that were not directly attributable to the Park N Fly segment of operations. As a result, additional cash funds are required the in order to satisfy the accounts payable remaining. As of September 30, 2013 and December 31, 2012, the Company had the following assets and liabilities relating to its discontinued operations:


	September 30, 2013			December 31, 2012
Assets
Intercompany advances	$	72,192		$	71,789

Liabilities and accumulated deficit
Accounts payable and accrued expenses	$	153,878		$	150,476
Accumulated deficit		(81,686	)		(78,687	)
Total liabilities and accumulated deficit	$	72,192		$	71,789

The results of discontinued operations are summarized as follows:


	Nine months ended September 30, 2013			Cumulative from September 1, 2009 to September 30, 2013
Revenue	$	––		$	1,192,191
Cost of goods sold		––			1,168,796
Gross profit					23,395
General and administrative expenses		––			(91,200	)
Interest expense		(2,999	)		(14,181	)
Gain on sale of equipment		––			300
Net loss from discontinued operations	$	(2,999	)	$	(81,686	)

NOTE 11. INCOME TAXES

Temporary differences are differences between the tax basis of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future years. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is recorded when the ultimate realization of a deferred tax as the tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at September 30, 2013 and December 31, 2012 are presented below:


	September 30, 2013			December 31, 2012
Deferred tax assets:
Continuing operations:
Net operating loss carry forwards	$	2,960,000		$	2,717,000
Less valuation allowance		(2,960,000	)		(2,717,000	)
Net deferred tax asset - continuing operations	$	––		$	––

Discontinued operations:
Net operating loss carry forwards	$	24,000		$	24,000
Less valuation allowance		(24,000	)		(24,000	)
Net deferred tax asset - discontinued operations	$	––		$	––

A reconciliation of income taxes computed at the US federal statutory income tax rate to the change in valuation allowance is as follows:


	Nine months ended			Year ended
	September 30, 2013			December 31, 2012
Income (Loss) Before Taxes:
Continuing operations	$	(702,076	)	$	(2,129,539	)
Discontinued operations		(2,999	)		(9,038	)
Total Income (loss) before taxes		(705,075	)		(2,138,577	)
Statutory rate		34%			34%

Computed expected tax payable (recovery)	$	243,000		$	727,000
Non-deductible expenses		––			––
Change in valuation allowance		(243,000	)		(727,000	)
Reported income taxes	$	––		$	––

At this time, the Company is unable to determine if it will be able to benefit from its deferred tax asset. There are limitations on the utilization of net operating loss carry forwards, including a requirement that losses be offset against future taxable income, if any. In addition, there are limitations imposed by certain transactions which are deemed to be ownership changes. Accordingly, a valuation allowance has been established for the entire deferred tax asset. The increase in the valuation allowance for continuing operations was approximately $243,000 for the nine months ended September 30, 2013, and $727,000 for the year ended December 31, 2012.

As of September 30, 2013, the Company had cumulative net operating loss carryforwards of approximately $8,705,000, and $6,703,000 for federal and state income tax purposes, respectively, which begin to expire in the year 01/01/2029. Section 382 of the Internal Revenue Code of 1986 provides for an annual limitation of approximately $67,000 on the utilization of net operating loss carryforwards as the company underwent an ownership change in 2008, as defined in Section 382. This limitation has been reflected in the US federal and state net operating loss carryforwards. The Company has elected to forgo any carryback of its net operating losses.

The Company adopted uncertain tax position in accordance with ASC 740 on January 1, 2007, and has not recognized any material increase in the liability for unrecognized income tax benefits as a result of the implementation. The Company estimates that the unrecognized tax benefit will not change within the next twelve months. The Company will continue to classify income tax penalties and interest, if any, as part of interest and other expenses in its consolidated statements of operations. The Company has incurred no interest or penalties as of September 30, 2013 and December 31, 2012.

The amount of income taxes the Company pays is subject to ongoing examinations by federal and state tax authorities. To date, there have been no reviews performed by federal or state tax authorities on any of the Company’s previously filed returns. The Company’s 2008 and later tax returns are still subject to examination.

NOTE 12. SUBSEQUENT EVENTS

During the period October 1, 2013 through November 10, 2013, the Company increased its loans from related parties by $115,018, from a total of $1,816,996 at September 30, 2013 to $1,932,014 at November 10, 2013. The increase represents an increase in compensation converted to notes payable in the amount of $62,499, an increase in accrued compensation owed to related parties in the amount of $38,000, an increase in reimbursable expenses of $9,200, and an increase in accrued interest of $5,319. The loans bear interest at the rates of 5 to 7 percent per annum, are unsecured and are payable within one year upon demand.

* * * * *

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

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

The Company’s unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with the Company’s financial statements and the related notes that appear elsewhere in this quarterly report.

The following discussion contains forward-looking statements that reflect the Company’s plans, estimates and beliefs. The Company’s actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

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

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

Corporate History

The Company was incorporated in the State of Nevada on September 30, 2005 under the name Heritage Explorations Inc. On June 20, 2008, the Company merged with its wholly owned subsidiary and changed its name to USR Technology, Inc. (“USR”). On June 26, 2008, USR, engaged primarily in the provision of international drilling services, began trading its common stock under the symbol “USRT”.


1.	Ecologic Car Rentals, Inc., a Nevada Corporation
2.	Ecologic Products, Inc., a Nevada Corporation
3.	Ecologic Systems, Inc., a Nevada Corporation

Change in infrastructure:

Current Business

The Company continues to focus on the development of its environmental transportation business through its two operating subsidiaries, Ecologic Car Rentals, Inc. and Ecologic Products, Inc.

Ecologic Car Rentals, Inc.

The Company will incrementally replace the fleets with environmental vehicles over a 12–24 month period. The Company’s strategy is to co-brand with the acquisitions for a limited period of time, ultimately completing the rebranding transition to “green” outlets as “Ecologic Car Rentals”.

Ecologic Products, Inc.


Ÿ	Good for the environment	Ÿ	Good for the customer
Ÿ	Good for the vehicle	Ÿ	Good for the bottom line

The Company is currently pursuing wholesale distribution opportunities for the Ecologic Shine^®product, including the selling through major consumer retail chains including, but not limited to, Auto Supply stores, convenience stores and gas stations, as well as all retail stores that would carry car wash products. The Company is currently working with a car wash specialist to help develop the strategic plan for retail distribution and the economic modeling of the Ecologic Shine^® retail proposition.

The Company’s management has scheduled a meeting in the United Kingdom with the head of the International operating division of a Chinese industrial company, to conduct an in-person demonstration of the Ecologic Shine^® product. This meeting is a follow up to the Company’s Chairman and CEO’s meetings in Beijing and Shenzhen, China, in 2012. The Chinese counterparts to the Company’s meetings showed great interest in the Ecologic Shine^® waterless car wash product and requested additional information. The Company followed up with two additional meetings that have led to the upcoming in-person demonstration in the United Kingdom. The Company believes that China’s need for environmentally sustainable solutions to its business, coupled with the low cost of labor, make China a unique opportunity for Ecologic Shine^®.

Results of Operations

Three and nine months ended September 30, 2013 compared to three and nine months ended September 30, 2012

The following summary of the Company’s results of operations should be read in conjunction with the Company’s financial statements for the quarter ended September 30, 2013, which are included herein.


													December 16, 2008
	Three months ended						Nine months ended						(inception ) to
	September 30, 2013			September 30, 2012			September 30, 2013			September 30, 2012			September 30, 2013
Revenue	$	––		$	––		$	206		$	––		$	1,872

Cost of sales	$	––		$	––		$	170		$	––		$	1,022

Gross profit	$	––		$	––		$	36		$	––		$	850

General and administrative expenses	$	184,319		$	277,685		$	639,537		$	1,382,517		$	8,210,376

Interest expense	$	(22,026	)	$	(18,486	)	$	(62,583	)	$	(66,384	)	$	(323,779	)

Interest income	$	––		$	12		$	8		$	34		$	203

Loss on foreign currency exchange	$	––		$	––		$	––		$	––		$	(351	)

Loss on settlement of debt	$	––		$	––		$	––		$	(350,000	)	$	(350,000	)

Loss from continuing operations	$	(206,345	)	$	(296,159	)	$	(702,076	)	$	(1,798,867	)	$	(8,883,453	)

Income (loss) from discontinued operations	$	(1,011	)	$	5,998		$	(2,999	)	$	14,636		$	(81,686	)

Net loss	$	(207,356	)	$	(290,161	)	$	(705,075	)	$	(1,784,231	)	$	(8,965,139	)

Revenue

For the three month period ended September 30, 2013 and 2012, respectively, no revenue was generated.

For the nine month period ended September 30, 2013 and 2012, respectively, revenue in the amount of $206 and $0 consisted of limited sales of car washing products to third-party retailers for product testing.

As a development stage company, the Company has not yet launched its major business activity, which is an environment-friendly car rental business.

Cost of sales

For the three month period ended September 30, 2013, and 2012, respectively, no costs of sales were incurred.

For the nine month period ended September 30, 2013, and 2012, respectively, costs of sales in the amount of $170 and $0 consisted of limited purchase of car washing products from wholesale manufacturer.

An increase in sales and related costs of sales resulted in an increase in gross profit for the current period of $36 compared to $0 for the same period last year.

General and Administrative Expenses


	Three months ended				Nine months ended
	September 30,				September 30,				Variances
	2013		2012		2013		2012		3-month			9-month
Amortization of stock options granted	$	15,000	$	22,500	$	45,000	$	405,000	$	(7,500	)	$	(360,000	)
Amortization of deferred stock compensation		30,000		33,000		120,000		426,625		(3,000	)		(306,625	)
Legal, accounting and professional fees		13,750		20,557		47,685		64,817		(6,807	)		(17,132	)
Management consulting services		107,500		111,667		355,000		294,167		(4,167	)		60,833
Other outside services		––		55,000		––		85,000		(55,000	)		(85,000	)
Office supplies and miscellaneous expenses		4,269		20,261		25,652		62,658		(15,992	)		(37,006	)
Rent expense		13,800		14,700		46,200		44,250		(900	)		1,950	)
Total general and administrative expenses	$	184,319	$	277,685	$	639,537	$	1,382,517	$	(93,366	)	$	(742,980	)

General and administrative expenses in the amount of $184,319 for the three months ended September 30, 2013, were comprised of $45,000 of amortization of stock compensation, $13,750 of legal and accounting fees, $107,500 of consulting, and $18,069 of office, overhead and other general and administrative expenses.

General and administrative expenses in the amount of $277,685 for the three months ended September 30, 2012, were comprised of $55,500 in amortization of stock compensation, $20,557 of legal and accounting fees, $166,667 of consulting fees, and $34,961 of office overhead and other general and administrative expenses.

General and administrative expenses for the three month period ended September 30, 2013 were $184,319 as compared to $277,685 for the three month period ended September 30, 2012 which resulted in a decrease in general and administrative expenses for the current period of $93,366.

General and administrative expenses in the amount of $639,537 for the nine months ended September 30, 2013, were comprised of $165,000 of amortization of stock compensation, $47,685 of legal and accounting fees, $355,000 of consulting, and $71,852 of office, overhead and other general and administrative expenses.

General and administrative expenses in the amount of $1,382,517 for the nine months ended September 30, 2012, were comprised of $831,625 in amortization of stock compensation, $64,817 of legal and accounting fees, $379,167 of consulting fees, and $106,908 of office overhead and other general and administrative expenses.

General and administrative expenses for the nine month period ended September 30, 2013 were $639,537 as compared to $1,382,517 for the nine month period ended September 30, 2012 which resulted in a decrease in general and administrative expenses for the current period of $742,980.

Significant changes in general and administrative expenses for the three month period ended September 30, 2013, compared to the three month period ended September 30, 2012, were attributable to the following items:

a decrease in amortization of stock options of $7,500, primarily due to stock options fully amortized in the prior period, resulting in a reduced expense in the current period;

a decrease in amortization of deferred stock compensation of $3,000, primarily due to certain deferred compensation fully expensed in the prior period, resulting in a reduced expense in the current period;

a decrease in legal, accounting and professional fees of $6,807, primarily due to a decrease in audit costs of $3,557 resulting from a change in audit firms; and a decrease in general accounting services of $3,250;

a decrease in management consulting fees of $4,167, primarily due an increase in executive management fees of $15,000 pursuant to the employment agreement; and a reduction in management fees of $15,000 due to a change in management;

a decrease in other outside services of $55,000, primarily due to a reduction of $30,000 resulting from an expired consulting contract; and a decrease of $25,000 resulting in a one-time fee paid in the prior period not incurred in the current period; and

a decrease in other general and administrative expenses of $16,892, due to a decrease in publicity and promotion of $3,880; a decrease in filing fees of $4,702; a decrease in office supplies and miscellaneous expenses of $7,409; and a decrease in rent of $900.

Significant changes in general and administrative expenses for the nine month period ended September 30, 2013, compared to the nine month period ended September 30, 2012, were attributable to the following items:

a decrease in amortization of stock options of $360,000, primarily due to stock options fully amortized in the prior period, resulting in a reduced expense in the current period;

a decrease in amortization of deferred stock compensation of $306,625, primarily due to certain deferred compensation fully expensed in the prior period, resulting in a reduced expense in the current period;

a decrease in legal, accounting and professional fees of $17,132, primarily due to a decrease in audit costs of $12,180 resulting from a change in audit firms; and a decrease in general legal and accounting services of $4,952;

an increase in management consulting fees of $60,833, primarily due an increase in executive management fees of $75,833 pursuant to the employment agreement; and a reduction in management fees of $15,000 due to a change in management;

a decrease in other outside services of $85,000, primarily due to a reduction of $90,000 resulting from an expired consulting contract; and an increase of $30,000 resulting from the reversal of consulting fees in the prior year of $30,000 due to an expired contract; and a decrease of $25,000 resulting in a one-time fee paid in the prior period not incurred in the current period; and

a decrease in other general and administrative expenses of $35,056, due to a decrease in travel expenses of $4,168; a decrease in filing fees of $10,502; a decrease in office supplies and miscellaneous expenses of $18,436; and a decrease in rent of $1,950.

General and administrative expenses for the three and nine month periods ended September 30, 2013 and were incurred primarily for the purpose of advancing the Company closer to its goal of financing and operating an environment-friendly car rental business.

Off-Balance Sheet Arrangements:

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

Liquidity and Capital Resources


Working capital
	September 30, 2013			December 31, 2012			Increase (decrease)
Current assets	$	35		$	23,387		$	(23,352	)
Current liabilities		2,817,383			2,301,910			515,473
Working capital (deficit)	$	(2,817,348	)	$	(2,278,523	)	$	(538,825	)


Cash Flows	For the nine months ended
	September 30, 2013			September 30, 2012
Net cash (used in) operating activities	$	(64,234	)	$	(146,070	)
Net cash provided by investing activities		––			(3,025	)
Net cash provided by financing activities		40,479			106,624
Net cash used in continuing operations		(23,755	)		(42,471	)
Net cash provided by discontinued operations		403			34,071
Net increase (decrease) in cash	$	(23,387	)	$	(8,400	)

The Company had cash in the amount of $35 as of September 30, 2013 as compared to $21,150 as of December 31, 2012. The Company had a working capital deficit of $2,817,348 as of September 30, 2013. The Company has suffered recurring losses from operations resulting in an accumulated deficit of $8,965,139 since inception. The continuation of the Company is dependent upon its attaining and maintaining profitable operations and raising additional capital as needed. The Company anticipates that it will have to raise additional funds through private placements of the Company’s equity securities and/or debt financing to complete the Company’s business plan. There is no assurance that the financing will be completed as planned or at all. If the Company is unable to secure adequate capital to continue its planned operations, the Company’s shareholders may lose some or all of their investment and the Company’s business may fail.

As at September 30, 2013, affiliates and related parties are due a total of $1,816,996, which is comprised of loans to the Company of $1,005,107, accrued interest of $119,286, unpaid compensation of $661,822, and unpaid reimbursable expenses of $30,781. During the three months ended September 30, 2013, loans to the Company increased by $73,849, accrued interest increased by $15,210, unpaid compensation increased by $57,000 and reimbursable expenses increased by $11,298. The loans bear interest at the rate of 5% and 7% per annum, are unsecured and are payable one year from demand.

The Company’s principal sources of funds have been from sales of the Company’s common stock and loans from related parties.

Going Concern

Contractual Obligations

As a “smaller reporting company”, the Company is not required to provide tabular disclosure obligations.

Application of Critical Accounting Policies

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

Net Income (Loss) Per Common Share

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company”, the Company is not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Management’s Report on Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s president, chief executive officer and chief financial officer to allow for timely decisions regarding required disclosure. In designing and evaluating the Company’s disclosure controls and procedures, the Company’s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and the Company’s management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As of September 30, 2013, the end of the Company’s period covered by this quarterly report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s president, chief executive officer and chief financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on the foregoing, the Company’s president, chief executive officer and chief financial officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal controls over financial reporting that occurred during the three month period ended September 30, 2013 that have materially or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company knows of no material existing or pending legal proceedings against us, nor is the Company involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of the Company’s directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to the Company.

ITEM 1A. RISK FACTORS

As a “smaller reporting company”, the Company is not required to provide the information required by this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY STANDARDS

Not Applicable

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS


Exhibit Number	Description

(2)	Plan of Purchase, Sale, Reorganization, Arrangement, Liquidation or Succession

2.1	Letter of Intent between the Company and ACE Rent A Car, Inc. dated August 2, 2012 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on November 19, 2012)

(3)	Articles of Incorporation and Bylaws

3.1	Articles of Incorporation (incorporated by reference to the Company’s registration statement on form SB-2 filed on November 30, 2006).

3.2	Bylaws (incorporated by reference to the Company’s registration statement on form SB-2 filed on November 30, 2006).

3.3	Certificate of Change filed with the Secretary of State of Nevada on April 2, 2008 (incorporated by reference to the Company’s Current Report on Form 8-K filed on April 21, 2008).

3.4	Articles of Merger (incorporated by reference to the Company’s Current Report on Form 8-K filed on June 26, 2008).

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

3.6	Articles of Merger (incorporated by reference to the Company’s Current Report on Form 8-K filed on June 11, 2009).

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

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

3.9	Certificate of Change filed with the Secretary of State of Nevada on May 15, 2009, effective June 9, 2009 with respect to the merger between the Company’s wholly owned subsidiary, Ecological Acquisition Corp. and Ecologic Sciences, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K filed on July 9, 2009).

(10)	Material Contracts

10.1	Agreement and Plan of Merger dated April 26, 2009 (incorporated by reference to the Company’s Current Report on Form 8-K filed on April 30, 2009).

10.2	Employment agreement dated January 30, 2009 between the Company and Mr. Plamondon (incorporated by reference to the Company’s Current Report on Form 8-K filed on July 9, 2009).

10.3	Agreement dated April 28, 2009 between the Company and Audio Eye, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K filed on July 9, 2009).

10.4	Agreement dated May 15, 2009 between the Company and Audio Eye, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K filed on July 9, 2009).

10.5	Employment agreement dated June 29, 2009 between the Company and Mr. Keppler. (incorporated by reference to the Company’s Current Report on Form 8-K filed on July 9, 2009).

10.6	Memorandum of Understanding dated May 12, 2009 between the Company and Green Solutions & Technologies, LLC (incorporated by reference to the Company’s Current Report on Form 8-K filed on July 9, 2009).

10.7	Form of Debt Settlement Subscription Agreement dated July 1, 2009 between the Company and John L. Ogden (incorporated by reference to the Company’s Current Report on Form 8-K filed on July 9, 2009).

10.8	Service Agreement dated September 24, 2009 between Ecologic Products, Inc. and Park ‘N Fly Inc. (incorporated by reference to the Company’s Current Report on Form 8-K filed on September 29, 2009).

10.9	Agreement dated September 29, 2009 between the Company and North Sea Securities LP. (incorporated by reference to the Company’s Annual Report on Form 10-K filed on April 14, 2010).

10.10	Consulting Agreement with Matrix Advisors, LLC dated October 1, 2009 (incorporated by reference to the Company’s Annual Report on Form 10-K filed on April 14, 2010).

10.11	Consulting Agreement with Huntington Chase Ltd. for Advisory Services dated October 12, 2009 (incorporated by reference to the Company’s Annual Report on Form 10-K filed on April 14, 2010).

10.12	Advisory Agreement for Executive Services of Norman A. Kunin dated as of January 1, 2010 (incorporated by reference to the Company’s Current Quarterly Report on Form 10-Q filed on August 16, 2010).

10.13	Independent Consulting Agreement between the Company and Prominence Capital, LLC effective as of April 5, 2010 (incorporated by reference to the Company’s Current Quarterly Report on Form 10-Q filed on August 16, 2010).

10.14	Agreement dated November 23, 2010 with BMO Capital Markets (incorporated by reference to the Company’s Annual Report on Form 10-K filed on April 16, 2012)

10.15	Independent Consulting Agreement between the Company and Oracle Capital Partners, LLC effective as of April 1, 2011. (incorporated by reference to the Company’s Current Quarterly Report on Form 10-Q filed on August 15, 2011)

10.16	Placement Agent Agreement between the Company and View Trade Securities, Inc. effective as of April 12, 2011. (incorporated by reference to the Company’s Current Quarterly Report on Form 10-Q filed on August 15, 2011)

10.17	Employment Agreement between the Company and William B. Nesbitt effective as of November 1, 2011 (incorporated by reference to the Company’s Annual Report on Form 10-K filed on April 16, 2012)

10.18	Share Exchange Agreement and Plan of Merger dated March 16, 2012 (incorporated by reference to the Company’s Current Report on Form 8-K filed on March 22, 2012)

10.19	Consulting Agreement between the Company and Greg Suess dated July 5, 2012 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on November 19, 2012)

10.20	Consulting Agreement between the Company and NUF Enterprises LLC dated July 5, 2012 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on November 19, 2012)

10.21	Engagement Letter between the Company and Wellington Shields & Co., LLC dated September 12, 2012 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on November 19, 2012)

10.22	Engagement Letter between the Company and Wellington Shields & Co., LLC dated September 12, 2012 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on November 19, 2012)

10.23	Modification Agreement between the Company and Huntington Chase Financial Group dated October 12, 2012 (incorporated by reference to the Company’s Annual Report on Form 10-K filed April 1, 2013)

(16)	Auditors Letters

16.1	Letter dated March 22, 2012 from StarkSchenkein, LLP addressed to the Securities and Exchange Commission. (incorporated by reference to the Company’s Current Report on Form 8-K filed on March 22, 2012)

16.2	Auditor Consent Letter dated March 27, 2012 from Stan J.H. Lee, CPA (incorporated by reference to the Company’s Annual Report on Form 10-K filed on April 16, 2012)

16.3	Letter dated October 24, 2012 from Stan J.H. Lee, CPA (incorporated by reference to the Company’s Current Report on Form 8-K filed on October 30, 2012)

(21)	Subsidiaries of the Registrant

21.1	Ecological Products, Inc.
	Ecologic Car Rentals, Inc.


(31)	Section 302 Certifications

31.1*	Section 302 Certificatio n of William B. Nesbitt

31.2*	Section 302 Certification of Calli Bucci

(32)	Section 906 Certifications

32.1*	Section 906 Certification of William B. Nesbitt

32.2*	Section 906 Certification of Calli Bucci

(101)	Interactive Data Files

101.INS**	XBRL Instance Document

101.SCH**	XBRL Taxonomy Extension Schema Document

101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**	XBRL Taxonomy Extension Label Linkbase Document

101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith.

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or 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.

SIGNATURES

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


	ECOLOGIC TRANSPORTATION, INC.


Dated: November 14, 2013	/s/ William B. Nesbitt
	William B. Nesbitt
	President, Chief Executive Officer and Director
	(Principal Executive Officer)



Dated: November 14, 2013	/s/ Calli Bucci
	Calli Bucci
	Chief Financial Officer
	(Principal Financial Officer and
	Principal Accounting Officer)

ENIGMA-BULWARK, LTD - FORM 10-Q - November 14, 2013

Attached files

ENIGMA-BULWARK, LTD Reports