NERG NuTech Energy Resources Inc (CE)

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

FORM 10-Q

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

For the quarterly period ended November 30, 2010

OR

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

For the transition period from _______________ to _______________

Commission File Number: 333-150463

ECOEMISSIONS SOLUTIONS INC.
(Exact Name of Registrant as Specified in its Charter) (Formerly known as RESOURCE GROUP, Inc.)

Delaware	80-0154562
(State of other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

455 South 48 ^th St., Suite 106, Tempe, AZ 85281
(Address of Principal Executive Offices) (Zip Code)

Former Address
3250 Oakland Hills, Fairfield California 94534

928-474-4215
(Registrant's Telephone Number, including Area Code)

Securities Registered Pursuant to Section 12(B) of the Act: None

Securities Registered Pursuant to Section 12(G) of the Act: Common Stock, par value $.001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [ ] No [x]

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

     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.
Yes [x] No [ ]

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [ ] No [x]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[x]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company. See definition of " large accelerated filer," or a smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ]		Accelerated filer [ ]
Non-accelerated filer [ ]	(Do not check if a smaller reporting company)	Smaller reporting company [X]

Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [x]

     State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed first fiscal quarter. Aggregate Market Value as of November 30, 2010: $17,304,876 based on common shares outstanding of 70,010,000

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

70,010,000 shares of Common Stock, $0.001 par value, as of January 19, 2011 Documents incorporated by reference - None

State issuer's revenues for its most recent fiscal year: Nil

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PART I - FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

EcoEmissions Solutions, Inc. (Formerly known as Resource Group Inc. (A Development Stage Company) Condensed Interim Financial Statements (Unaudited)

	Page
Financial Statements:
Balance Sheets	F-2
Statements of Operations	F-3
Statements of Cash Flow	F-4
Statements of Stockholders’ Equity	F-5
Notes to Financial Statements	F-6 to F-9

The Company’s outside firm of Certified Public Accountants have not completed their review of our financial statements due to the complexity of the transactions we entered into near the end of the quarter ended August 31, 2010.

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EcoEmissions Solutions, Inc.

(formerly known as Resource Group Inc.)

(A Development Stage Company)

Condensed Balance Sheets

(Unaudited)

		November 30,			February
					28,
		2010			2010
ASSETS
Current Assets
Cash	$	19,776		$	1,376
Inventory		48,717			-0-
Prepaid Expenses		488,250			-0-
Total Current Assets		556,743			1,376
Intellectual Property (note 7)		-0-			-0-
Total Assets		556,743			1,376
LIABILITIES & STOCKHOLDERS EQUITY
Current
Accounts Payable		16,422
Accounts Payable –related party		786,274			758
Accrued Liabilities		2,500			3,500
Loans Payable Related Parties -Principal(Note 5)		126,759			56,126
Loans Payable Related Parties –Accrued Interest (Note 5)		14,311			7,888
Total Current Liabilities		946,266			68,272
Convertible Securities (note 8)		2,508,853			-0-
STOCKHOLDERS’ EQUITY
Capital Stock
Authorized: Issued and outstanding at November 30, 2010 and February 28, 2010 70,010,000 and 48,150,000 common shares,		68,120			48,150
Additional paid-in capital		6,549,647			13,597
Preferred Stock		3,600,000			-0-
Deficit Accumulated During the Development Stage		(13,117,979	)		(128,499	)
Accumulated OCI-Foreign Exchange		(144	)		(144	)
Total Shareholders’ Equity		(2,898,376	)		(66,896	)
Total Liabilities and Stockholders’ Equity	$	556,743		$	1,376

The accompanying notes are an integral part of these Financial Statements

F-2

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EcoEmissions Solutions Inc

(formerly known as Resource Group Inc)

(A Development Stage Company)

Statements of Operations

(Unaudited)

														Cumulative
					Three									amounts
		Three			Month									from
		Month			Period			Nine Month			Nine Month			Inception
		Period			Ending			Period			Period			April 2,
		Ending			November			Ending			Ending			2007 to
		November 30,			30,			November 30,			November 30,			November 30,
		2010			2009			2010			2009			2010
Revenue
Income	$	55,398		$	-		$	55,398		$	-		$	55,398
Expenses
Organization Expenses														5,000
Office and Administration		17,321			137			22,558			1,522			35,706
Professional Fees		248,000			4,326			284,500			43,938			361,463
Directors Compensation		-			-0-			-			-			247
Impairment Expense-Intellectual		-			-			12,675,235			-			12,700,488
		265,321			4,463			12,982,293			45,460			13,102,904
Net Loss from Operations		209,923			4,463			12,926,895			46,460			13,047,506
Other Income
Interest Income		-						-			-			-
Other Expense
Interest		59,373			1,187			62,585			2,740			70,473
Provision for Income Tax														-
Net Loss For The Period	$	(269,296	)	$	(5,650	)	$	(12,989,480	)	$	(47,482	)	$	(13,117,979	)
Basic And Diluted Loss Per Common Share		(0.038	)		(0.0001	)		(0.185	)		(0.0006	)
Weighted Average Number of Common Shares Outstanding		70,010,000			108,000,000			70,010,000			108,000,000
* Less than 0.001 per share

The accompanying notes are an integral part of these Financial Statements

F-3

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EcoEmissions Solutions, Inc

(formerly known as Resource Group, Inc)

(A Development Stage Company)

Condensed Statements of Cash Flows

(Unaudited)

								Cumulative
								Amount
								from
		Nine Month			Nine Month			Inception
		period			period			April 2,
		Ended			Ended			2007 to
		November 30,			November 30,			November30,
		2010			2009			2010
Operating Activities		$			$			$
Net Income (Loss)		(12,989,480	)		(47,482	)		(13,117,979	)
Adjustments To Reconcile Net Loss To Net Cash
Provided by Operations
Stock Issued for services		-			-			500
Issue Dividend		-						247
					-
Impairment		12,675,235			-			12,700,488
Change in Assets and Liabilities		-			-			-
Increase (decrease) in Accrued Liabilities		750						2,500
Increase (decrease) in Accounts Payable		293,564			-			399,933
Increase (decrease) in Accrued Interest-Related Party		6,423			-			14,311
Net Cash Provided (Used) by Operating Activities		(13,508	)		(47,482	)		(56,869	)
Investing Activities –Mining Property					-			(25,253	)
		-
Financing Activities
Cash paid for notes payable - related parties					2,771			37,898
		-
Cash Received from issuance of stock		31,908			-			63,000
Net Cash Provided (Used) by Financing Activities		-			2,771			100,898
Increase (Decrease) in Cash from Continuing Operations		18,400			(4,419	)		-
Cash and Cash Equivalents at Beginning of Period		1,376			4,564			-
Cash and Cash Equivalents at End of Period		19,776			145			19,776
Supplemental Information
Cash Paid For: Interest		-			-
Income Taxes		-			-			-
Non-Cash Activities
Acquisition of Eco-IP		12,675,235						12,675,235
Acquisition of Eco-Inventory		15,148						15,148
Acquisition of Eco-Liabilities		670,100						670,100
Acquisition & Assumption of Eco convertible		2,452,190						2,452,190
Interest		3,212			3,666			9,458

The accompanying notes are an integral part of these Financial Statements

F-4

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EcoEmissions Solutions, Inc.

(formerly known as Resource Group, Inc.)

(A Development Stage Company)

Condensed Statements of Stockholders’ Equity

(Unaudited)

		Capital Stock												Deficit
																	Accumulated
								Additional						Accumulated			During the
								Paid-In			Preferred			OCI-Foreign			Exploration
		Shares			Amount			Capital			stock			Exchange			Stage			Total
					$			$									$			$
Balance Forward (Inception) April 2, 2008
December 2007 shares issued for cash at $0.0000333		90,000,000			90,000			(87,000	)											3,000
February 2008 Shares issued for cash at $0.000333		18,000,000			18,000			42,000												60,000
Deficit for Year Ended February 28, 2008														-			(18,501	)		(18,501	)
Balance February 29, 2008		108,000,000			108,000			(45,000	)								(18,501	)		(18,501	)
Deficit for Year Ended February 28, 2009														-			(80,496	)		(86,496	)
Balance February 28, 2009																	(98,997	)		(35,389	)
May 2009 Shares issued for consulting services
150,000 at $0.003333		150,000			150			350												500
May 2009 shares purchased from directors At 0.000333 and cancelled		(60,000,000	)		(60,000	)		58,000												(2,000	)
June 2009 288,000 warrants issued as additional consideration for shares returned to treasury								247												247
Accumulated OCI-Foreign Exchange														(144	)
																				(144	)
Deficit for Year Ended February 28, 2010
																	(29,502	)		(29,502	)
Balance February 28, 2010		48,150,000			48,150			13,597						(144	)		(128,499	)		(66,896	)
Purchase of Eco Assets		20,000,000			20,000			5,980,000			3,600,000									9,600,000
Shares for services		1,860,000			1,860			556,140												558,000
Deficit for Period Ended August 31 2010 Balance,																	(12,989,480	)		(12,989,480	)
November 30, 2010		70,010,000			70,010			6,549,737						(144	)		(13,117,979	)		(2,898,376	)

The accompanying notes are an integral part of these Financial Statements

F-5

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EcoEmissions Solutions, Inc.

(formerly known as Resource Group, Inc.)

(A Development Stage Company)

Notes to Unaudited Condensed Interim Financial Statements as of November 30, 2010

NOTE 1 - BASIS OF PRESENTATION

While the information presented in the accompanying interim financial statements is unaudited, it includes all adjustments, which are, in the opinion of the management of EcoEmissions Systems Inc. (the “Company”), necessary to present fairly the financial position, results of operations and cash flows in the interim periods presented. Except as disclosed below, these interim financial statements follow the same accounting policies and methods and their application as the Company’s audited February 28, 2010 annual financial statements. It is suggested that these interim financial statements be read in conjunction with the Company’s February 28, 2010 audited financial statements.

The information as of February 28, 2010 is taken from the audited financial statements of this date.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Concentrations

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. At November 30, 2010, the Company had $19,776 U.S.funds in deposits in a business bank account, which are not insured by agencies of the U.S. Government.

Recent Accounting Pronouncements

The Company management has reviewed recent accounting pronouncements issued through the date of the issuance of financial statements. In management’s opinion, except for those pronouncements detailed below, no other pronouncements apply or will have a material effect on the Company’s financial statements.

In May 2009, the FASB issued ASC 855 Subsequent Events, which establishes principles and requirements for subsequent events. In accordance with the provisions of ASC 855, the Company currently evaluates subsequent events through the date the financial statements are available to be issued.

NOTE 3 - BASIS OF PRESENTATION – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States of America, which contemplates the Company’s continuation as a going concern. However, the Company has had increasing business operations to date and losses of approximately $13,117,979 which includes an impairment of the intellectual property acquired on August 31, 2010 in the amount of $12,675,235. These matters raise substantial doubt about its ability to continue as a going concern. In view of these matters, realization of certain of the assets in the accompanying balance sheet is dependent upon its ability to meet its financing requirements, raise additional capital, and the success of its future operations. The Company acquired operating capital through equity offerings to the public and through the sale of notes to related parties, to fund its business plan. There is no assurance that the funds received will be sufficient to assure the Company’s eventual profitability. Management believes that actions planned and presently being taken to revise it’s operating and financial requirements provide the opportunity for it to continue as a going concern. The financial statements do not include any adjustments that might result from these uncertainties.

F-6

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NOTE 4 - INCOME TAXES

The Company is subject to U.S. federal income taxes. It had losses to date, and therefore, has paid no income tax.

Deferred income taxes arise from temporary timing differences in the recognition of income and expenses for financial reporting and tax purposes. The Company’s deferred tax assets consist entirely of the benefit from net operating loss (“NOL”) carry-forwards. Its deferred tax assets are offset by a valuation allowance due to the uncertainty of the realization of the NOL carry-forwards. NOL carry-forwards may be further limited by a change in Company ownership and other provisions of the tax laws.

The deferred tax assets, valuation allowance and change in valuation allowance are as follows:

		Estimated			Estimated			NOL			Benefit			Changes in			Net Tax
		NOL									from			and
Period Ending		Carry-			Tax			Expires			NOL			Valuation			Benefit
		forward												Allowance
February 28, 2009	$	98,997						2029		$	14,850			($14,850	)		—0-
February 28, 2010	$	128,499						2030		$	29,502			($29, 502	)		—0-
November 30, 2010	$	12,720,184						2031		$	3,816,055			($3,816,055	)		—0-

Income taxes at the statutory rate are reconciled to the Company’s actual income taxes as follows:

Income tax benefit at statutory rate resulting from NOL carry-forwards		(15%	)
Deferred income tax valuation allowance		15%
Actual tax rate		0%

F-7

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NOTE 5 – LOANS PAYABLE - RELATED PARTY LOANS

On May 29, 2009, an amount of $1,000 each, in aggregate $2,000 in additional notes payable were issued by the Company to the two officers/directors to fund the repurchase cost of 60,000,000 post-split shares of Company’s common stock owned by these two directors. Following the repurchase, the 60,000,000 shares were cancelled. On February 28, 2010 the total amount owing on the note was $39,854, made up of principal in the amount of $33,500 and accrued interest amounting to $7,333.

During this fiscal year ended February 28, 2010, the Company received loans from shareholders and other related parties. These loans were originally provided without defined interest and without defined payment terms. On October 15, 2009, Loan Agreements were entered into which clarified and confirmed the terms and conditions. Under the agreed terms the outstanding amounts, are without interest up to November 30, 2009. Commencing December 1, 2009 the outstanding amounts and subsequent amounts, if any, are repayable on demand, interest will accrue at a rate of 10% annum and if earlier demand for payment is not made, the loans are payable November 30, 2011. At February 28, 2010 the total amount owing on these loans to shareholders and other related parties was $23,182, made up of principal in the amount of $22,626 and accrued interest amounting to $555.

As at November 30, 2010 the amount for Loans Payable - Related Party, in aggregate, including shareholders and other related parties amounted to$ 141,070 (Feb 2010-$64,014) made up of principal amounting to $126,759 (Feb 2010-$56,126) and accrued interest amounting to $14,311(Feb 2010--$7,888). In addition related parties are owed $786,274.

NOTE 6 – PURCHASE AND CANCELLATION OF COMMON SHARES ISSUANCE OF SHARE PURCHASE WARRANTS

On May 29, 2009 the Company reached and agreement with two officers/directors to purchase 30,000,000 post-split shares from each, in aggregate 60,000,000 shares of the Company’s $0.001 par value stock at the price originally paid by them, plus future consideration. In settlement of the future consideration provision of the transaction, the Company agreed to issue 144,000 two-year share purchase warrants each, in aggregate a total of 288,000 two-year share purchase warrants, each of which grant the right to purchase one common share of the Company for $0.50 per share. The transaction, in aggregate totaled $2,247 consisting of $2,000 paid to the officers/directors for the post-split 60,000,000 shares and an amount of $247, which was expensed, on the income statement as director’s compensation. The deemed values of the share purchase warrants were based on a Black Scholes Model calculation. The components used were, Volatility of 200%, a Risk Free Rate of 2.34% and a stock price of $0.00333. The Company’s stock was not quoted on the date of warrant issuance nor had it ever traded therefore we used $0.00333, the highest price used for any previous stock issuances. No warrant have been exercised during this period up to February 28, 2010, the total outstanding is 288,000.

F-8

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In June 2009, the Company issued a 30 for 1 forward stock split affected in the form of a stock dividend to all shareholders. The following share values and numbers of shares reflect the result of the roll forward and the Company’s share purchase from its officers and directors:

December 2007 - Shares issued to directors for cash at $0.000033333		90,000,000
February 2008 - Shares issued for cash to S-2 purchasers at $0.0033333		18,000,000
May 2009 - Shares issued for consulting services at $0.0033333		150,000
May 2009 - Shares purchased at $0.000033333 from directors and cancelled		(60,000,000	)

NOTE 7—ACQUISITION OF ASSETS FROM ECOEMISSIONS SYSTEMS, INC

On August 31, 2010, the Company entered into a definitive Asset Purchase Agreement (the “Purchase Agreement”) with EcoEmissions Systems, Inc., a Nevada corporation. Pursuant to the Agreement, the Company agreed to acquire 100% of the assets, liabilities and operations of EcoEmissions Systems, Inc and place those assets and liabilities into a newly formed subsidiary to be called EcoEmissions Systems NV, Inc a corporation to be formed in the State of Nevada. The Company agreed that it would pay an a total 20,000,000 restricted common shares as well as provide 40,000,000 incentive restricted common shares in the form of a preferred convertible series subject to achieving sales of $30,000,000 and technical performance targets.

Over 95% of the common and preferred shares were issued to unrelated parties and therefore the purchase method of accounting has been applied with the common and preferred shares issued as consideration being recorded that being the value given up after considering price fluctuations, liquidity issues and exchange rates.

At the date of the acquisition, the value of the identifiable net assets of Eco was as follows:

Note 7A The accounting rules for Intellectual property acquired in this transaction are complex and are under review by the Company’s outside firm of Certified Public Accountants. The Company is currently expensing the intellectual property acquired in this transaction

NOTE 8—CONVERTIBLE SECURITIES

As part of the Asset Purchase Agreement with EcoEmissions Systems, Inc. (“Eco”), a Nevada corporation, we agreed to assume the Convertible Securities of Eco. Those securities will be convertible into our common stock at prices determined at market at the time of conversion. The conversion time frames vary from 12-24 months from the date of the purchase of Eco. The convertible documentation varies and contains inconsistencies with some purchasers believing the conversion or payment date was September 30, 2010. The Company has requested clarification from each convertible owner stating the conversion process starts on September 1, 2011 and proceeds through September 30, 2012.

 

F-9

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

EcoEmissions Solutions, Inc (referred to herein as “we”, “us”, “our” and similar terms) was incorporated on April 2, 2007, in the State of Delaware. Our principal executive offices are located at 455 South 48 ^th St, Suite 106, Tempe, Arizona 85281. Our telephone number is 928 474 9151. We are a development stage Company which started generating revenues in September 2010 and have a limited operating history. Our fiscal year end is February.

We manufacture and sell the EES Process™ which we acquired on August 31, 2010. This process has been installed in over 100 engines since 2008 and has achieved remarkable and proven success.

The EES Process™

		The EES Process™ is comprised of two components
		–	Platinum based catalyst
		–	Catalyst delivery system.
		Both components are part of EES’s first generation product portfolio
		Currently we have three delivery systems and two catalyst concentrations designed for use on various sized engines.

How the EES Process™ works

• Focusing on the pre-combustion stage, our engineers introduced a platinum-based catalyst into the cylinder chamber before ignition to lower the burn-point of the fuel.
• The result is a shorter delay before ignition, a longer burn cycle, a smoother power stroke and more complete burning of the fuel (Simply put, more power, superior fuel efficiency and longer engine life.)
• By burning fuel more efficiently, EcoEmissions reduces diesel costs in real-life usage by 8-10%, while cutting emissions of particulate matter by 30-40%, and emissions of hydrocarbons and nitrous oxides (NOx) by 25% or more.

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• Additional benefits include a cleaner-running engine, superior engine harmonics, cleaner engine oil, reduced friction and longer engine life.

The Company plans to expand the EES process ™ to additional proprietary products for the Marine Industry. The Company has already completed successful testing on several marine products and will expand its product line. These future products are complimentary to our existing CIS™ system and which help address the fundamental needs of our customers; reducing costs while reducing pollution.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Year ended February 28, 2010

In June 2009 we reached an Agreement to acquire EcoEmissions Systems, Inc. of Tempe Arizona, a Nevada Corporation. The acquisition was structured as an Asset Purchase and was completed on August 31, 2010 after an extensive due diligence process.

On December 4, 2009 we filed an 8-K providing additional information concerning the merger and EcoEmissions Systems, Inc.

During the year we changed our name to EcoEmissions Solutions, Inc and decided that the focus of our business will be identical to that conducted by Eco which is the pollution control business, Eco has proven patented emissions-reducing Catalyst Injection System™ (CIS™) offers a global solution for diesel engines used in heavy industry and large marine applications around the world. The pre-combustion system (the only patented system of its type in the world), injects a platinum-based catalyst (nano) solution into diesel engine cylinders producing a more complete burn of the diesel fuel. Simply installed without modifications to the engine itself, the results are more power, lower fuel consumption, dramatically reduced pollution and an extension of engine life. The catalyst is then used and consumed as part of normal diesel engine operation.

The catalyst is used once as part of normal diesel engine operation and then needs to be replaced. The replacement of the catalyst provides ECMZ an ongoing and ever increasing revenue stream as it continues to increase the number of installed delivery units.

We believe our existing cash balances and non-related party loans that have been committed are sufficient to carry our normal operations for the next three (3) months. Our short and long-term survival is dependent on funding from sales of securities as necessary or from loans from shareholder or others and thus, to the extent that we require additional funds to support our operations or the expansion of our business, we may attempt to sell additional equity shares or issue additional debt. Any sale of additional equity securities will result in dilution to our stockholders. There can be no assurance that additional financing, if required, will be available to us or on acceptable terms.

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Interim Period ended November 30, 2010

On August 31, 2010, the Company entered into a definitive Asset Purchase Agreement (the “Purchase Agreement”) with EcoEmissions Systems, Inc., a Nevada corporation. Pursuant to the Agreement, the Company agreed to acquire 100% of the assets, liabilities and operations of EcoEmissions Systems, Inc and place those assets and liabilities into a newly formed subsidiary to be called EcoEmissions Systems NV, Inc a corporation to be formed in the State of Nevada. The Company agreed that it would pay an a total 20,000,000 restricted common shares as well as provide 40,000,000 incentive restricted common shares in the form of a preferred convertible series subject to achieving sales of $30,000,000 and technical performance targets.

Results of Operations

The following results of operations compare the results of the 2010 period to the 2009 period result.

Interim Periods

For the three month period September 1, 2010 to November 30, 2010 and comparable period in 2009

The acquisition of Eco was completed effective August 31, 2010. Our first distributor was signed in that same time period and we started sales in this quarter which totaled $55,398 which was 18% higher than our previous estimate of approximately $45,500.

For the three months period September 1, 2010 to November 30, 2010 our net loss from operations was $269,296 compared to $12,501 during the comparable three months ended August 31, 2009. The increase of losses in the November 30, 2010 period was significantly impacted by expensing of consulting fees of $248,000 as we completed the Asset Purchase Agreement.

For the nine month period March 1, 2010 to November 30, 2010 and comparable period in 2009

The acquisition of Eco was completed effective August 31, 2010 and we reported revenues of $55,398 for the nine months March 1, 2010 to August 31, 2010 compared to nil during the comparable period ending November 30, 2009. Our first distributor was signed in that same time period and we started sales in this quarter which totaled $55,398 which was 18% higher than our previous estimate of approximately $45,500.

For the nine-month period March 1, 2010 to November 30, 2010, our net loss from operations was $12,989,149 compared to $25,633 during the comparable nine months ended November 30, 2009. The increase in the August 31, 2010 period was significantly impacted by expensing of the intellectual property of $12,675,236 as we completed the Asset Purchase Agreement as well as consulting fees associated with the transaction.

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At November 30, 2010 we had working capital of -$389,523 compared to working capital of -$66,896 at February 29, 2010. Included in the negative working capital as of November 30, 2010 is debt due to related parties of $929,844.

We do not have any lending arrangements in place with banking or financial institutions and we do not anticipate that we will be able to secure these funding arrangements in the near future.

Our short and long-term survival is dependent on additional related party loans or sale of securities. Our short-term cash needs will have to be arranged for through related, non-related party loans or sale of our common stock to carry the Company for the next three months of operations, although no arrangements are in currently in place.

Off-Balance Sheet Arrangements

We currently do not have any off-balance sheet arrangements.

ITEM 3

CONTROLS AND PROCEDURES

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act). Based upon this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are ineffective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Security and Exchange Commission's rules and forms.

There has been no change in our internal control over financial reporting during the current quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We may be involved from time to time in ordinary litigation, negotiation and settlement matters that will not have a material effect on our operations or finances. We are not aware of any pending or threatened litigation against us or our officers and directors in their capacity as such that could have a material impact on our operations or finances.

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We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

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

Solutions has issued the following shares as described in elsewhere Purchase of Assets from EcoEmissions Systems, Inc for 20,000,000 commons shares and 2,000,000 preferred shares, which are convertible into 40,000,000 common shares based on achieving $30,000,000 in sales and achieving certain technical performance targets..

On August 31, 2010 Solutions entered into a (6) six-month consulting contract with ProActive NewsRoom to provide consulting and investor relations services until February 28, 2011. As compensation ProActive will receive $3,000 per month and 60,000 shares of common stock.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

Equity Compensation Plan Information

During our fiscal year ended February 28, 2011, we did adopt a form of an incentive stock option plan.

As a collateral agreement to the Agreement, following the completion of the acquisition of the assets of EcoEmissions Systems, Inc., the Company’s Board of Directors agreed to the adoption of the Stock Option Plan and ratified it on January 17, 2011 effective as of September 1, 2010 providing for the issuance of up to 10,000,000 shares of Common Stock of the Company to the officers, directors, employees and consultants of the Company and/or its subsidiaries. Pursuant to the Stock Option Plan, on January 17, 2011 the Company granted options to purchase an aggregate of 7,200,000 shares of common stock at $0.40 per share to the newly appointed directors and officers that held options to purchase ordinary shares of ECMZ following the completion of the acquisition, as well as to the current directors and officers of the Company.

The principal terms and conditions of the stock options granted under the Stock Option Plan are that vesting of the options granted of the Company occurs prorata over 48 months and have a life of 7 years. Furthermore, the stock options granted under the Stock Option Plan are generally non transferable other than to a legal or beneficial holder of the options upon the option holder’s death. The rights to vested but unexercised options cease to be effective: (1) 18 months after death of the stock options holder; (2) 6 months after Change of Control of the Company; 12 months after loss of office due to health related incapacity or redundancy; or (5) 12 months after the retirement of the options holder from a position with ECMZ.

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ITEM 6. EXHIBITS

Pursuant to Rule 601 of Regulation S-B, the following exhibits are included herein or incorporated by reference.

Exhibit
Number	Description
3.1	Articles of Incorporation*
3.3	By-laws*
4.0	Code of Ethics**
31.1	CERTIFICATION OF CEO PURSUANT TO 18 U.S.C. ss. 1350, SECTION 302
31.2	CERTIFICATION OF CFO PURSUANT TO 18 U.S.C. ss. 1350, SECTION 302
32.1	CERTIFICATION PURSUANT TO 18 U.S.C. ss. 1350, SECTION 906
32.2	CERTIFICATION PURSUANT TO 18 U.S.C. ss. 1350, SECTION 906

* Incorporated by reference to our Form S-1 Registration Statement, file number 333-450463, filed on May 27, 2008.

** Incorporated by reference to our Form 10K, file number 333-450463, filed on May 17, 2010.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 19 ^th day of January, 2011.

EcoEmissions Solutions, Inc.

Date: January 19, 2011

By: /s/ Larry Lorenz
Name: Larry Lorenz
Title: President/Chief Executive Officer and Director

Date: January 19, 2011

By: /s/ Thomas Crom
Name: Thomas Crom
Title: Secretary, Chief Financial Officer, Principal Financial Officer and Director

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