Registration No. 333-____________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ECOLOCAP SOLUTIONS INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
1250 S. Grove Ave.
Barrington, Illinois 60010
866-479-7041
(Address of Principal and Telephone Number of Executive Offices)
2010 Non-Qualified Stock Option Plan
(Full title of the plans)
Corporate Creations Network
8275 South Eastern Avenue, Suite 200
Las Vegas, Nevada 89123
(Name and address of agent for service)
561-694-8107
(Telephone number, including area code, of agent for service)
Copies to:
Conrad C. Lysiak, Esq.
The Law Office of Conrad C. Lysiak, P.S.
601 West First Avenue, Suite 903
Spokane, Washington 99201
(509) 624-1475
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. (Check one):
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Large Accelerated Filer
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[ ]
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Accelerated Filer
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[ ]
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Non-accelerated Filer
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[ ]
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Smaller Reporting Company
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[X]
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(Do not check if a smaller reporting company)
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount to be
Registered (1)
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Proposed Maximum
Offering Price Per
Share
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Proposed Maximum
Aggregate
Offering Price(2)
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Amount of
Registration Fee
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Common Stock,
par value $0.00 per share
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10,000,000 shares
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$0.46
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$4,600,000
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$327.98
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(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457.
EXPLANATORY NOTE
This Registration Statement on Form S-8 (the “Registration Statement”) is filed by Ecolocap Solutions, Inc., a Nevada corporation (the “Company” or the “Registrant”), and the Ecolocap Solutions Inc. 2010 Non-Qualified Stock Option Plan (the “Plan”) relating to 10,000,000 shares of its Common Stock, par value $0.001 per share (the “Common Stock”), to be offered and sold to accounts of eligible persons of the Company under the Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participating employees as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
ITEM 3.
INCORPORATION OF DOCUMENTS BY REFERENCE
.
We hereby incorporate by reference the following:
a) Our last Form 10-K filed with the Securities and Exchange Commission (“SEC”).
b) All other reports, proxy statements and information statements filed subsequent to the foregoing Form 10-K to pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the “Exchange Act”).
ITEM 4. DESCRIPTION OF SECURITIES.
Common Stock
Our authorized capital stock consists of 500,000,000 shares of common stock, par value $0.001 per share. The holders of our common stock:
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*
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have equal ratable rights to dividends from funds legally available if and when declared by our board of directors;
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are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;
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*
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do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and
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are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.
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All shares of common stock now outstanding are fully paid for and non-assessable and all shares of common stock that are the subject of this offering, when issued, will be fully paid for and non-assessable. We refer you to our Articles of Incorporation, Bylaws and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of our securities.
Non-cumulative voting
Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors.
Dividends
Holders of our common stock are entitled to share equally in dividends when, as and if declared by our board of directors, out of funds legally available therefore. No dividends have been paid on our common shares since inception, and none is contemplated in the foreseeable future.
Transfer Agent
Our transfer agent is Pacific Stock Transfer Company, 4045 South Spenser Street, Suite 403, Las Vegas, Nevada 89119. Its telephone number is (702) 361-3033.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to our articles of incorporation and the laws of the state of Nevada, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. In certain cases, we may advance expenses incurred in defending any such proceeding. To the extent that the officer or director is successful on the merits in any such proceeding as to which such person is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the state of Nevada.
Regarding indemnification for liabilities arising under the Act which may be permitted to directors or officers pursuant to the foregoing provisions, we are informed that, in the opinion of the SEC, such indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.
ITEM 7.
EXEMPTION FROM REGISTRATION
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None; not applicable.
ITEM 8. EXHIBITS.
The following is a complete list of exhibits filed as part of this Form S-8 Registration Statement:
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Incorporated by reference
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Exhibit Number
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Document Description
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Form
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Date
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Number
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Filed herewith
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3.1
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Articles of Incorporation, as amended.
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SB-2
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5/28/04
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3.1
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3.2
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Bylaws.
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SB-2
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5/28/04
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3.2
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3.3
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Certificate of Amendment to Articles of Incorporation
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10-QSB
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12/30/05
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3.3
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3.4
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Bylaws, as amended on March 17, 2006
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10-KSB
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4/13/06
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3.4
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5.1
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Opinion of The Law Office of Conrad C. Lysiak, P.S.
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X
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10.1
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Letter of Intent with XL Generation AG.
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8-K
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7/6/05
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99.1
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10.2
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Share Exchange Agreement with XL Generation AG
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8-K
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8/19/05
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99.1
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10.3
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Loan Agreement with Capex Investments
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8-K
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9/14/05
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99.1
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10.4
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Form of Indemnification Agreement with Capex Investments Limited
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8-K/A
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11/1/05
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10.4
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10.5
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Common Stock Purchase Agreement with Capex Investments Limited
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8-K
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11/15/05
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10.5
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10.6
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Common Stock Purchase Agreement with Aton Selct Fund Limited
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8-K
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11/15/05
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10.6
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10.7
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Common Stock Purchase Agreement with Asset Protection Fund Limited
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8-K
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11/15/05
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10.7
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10.8
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Series A Warrant to Purchase Shares of Common Stock to Capex Investments Limited.
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8-K
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11/15/05
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10.8
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10.9
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Series A Warrant to Purchase Shares of Common Stock to Aton Select Fund Limited
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8-K
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11/15/05
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10.9
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10.10
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Series A Warrant to Purchase Shares of Common Stock to Asset Protection Fund Limited.
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8-K
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11/15/05
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10.10
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10.11
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Registration Rights Agreement with Capex Investments Limited.
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8-K
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11/15/05
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10.11
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10.12
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Registration Rights Agreement with Aton Select Fund Limited
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8-K
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11/15/05
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10.12
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10.13
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Registration Rights Agreement with Asset Protection Fund Limited
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8-K
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11/15/05
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10.13
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10.14
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Amendment to the Common Stock Purchase Agreement with Aton Select Fund Limited.
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8-K
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12/08/05
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10.14
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10.15
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Amendment to the Common Stock Purchase Agreement with Asset Protection Fund Limited.
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8-K
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12/08/05
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10.15
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10.16
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Lease Agreement with 866 U.N. Plaza Associates LLC.
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10-QSB
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12/30/05
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10.16
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10.17
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Exclusive Manufacturing License Agreement and Non-Exclusive Distribution Agreement with APW Inc.
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10-QSB
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12/30/05
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10.17
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10.18
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Common Stock Purchase Agreement with Professional Trading Services SA.
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SB-2
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1/13/06
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10.18
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10.19
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Series B Warrant to Purchase Shares of Common Stock to Professional Trading Services SA.
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SB-2
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1/13/06
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10.19
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10.20
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Registration Rights Agreement with Professional Trading Services SA.
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SB-2
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1/13/06
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10.20
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10.21
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Amended and Restated Common Stock Purchase Agreement with Bank Sal. Oppenheim Jr. & Cie. (Switzerland) Limited
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SB-2
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1/13/06
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10.21
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10.22
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Series B Warrant to Purchase Shares of Common Stock to Bank Sal. Oppenheim Jr. & Cie. (Switzerland) Limited
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SB-2
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1/13/06
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10.22
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10.23
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Agreement of Withdrawal from Stadium SA.
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SB-2
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1/13/06
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10.23
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10.24
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License Agreement with WKF/5 Ltd.
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SB-2
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1/13/06
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10.24
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10.25
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Amendment to License Agreement with WKF/5 Ltd and Alain Lemieux
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SB-2
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1/13/06
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10.25
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10.26
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Form of Subscription Agreement
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SB-2
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5/28/04
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99.1
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10.27
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Employment Agreement with Alain Lemieux
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10-KSB
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4/13/06
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10.27
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10.28
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Employment Agreement with Daniel Courteau
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10-KSB
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4/13/06
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10.28
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10.29
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Employment Agreement with Flemming Munck.
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10-KSB
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4/13/06
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10.29
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10.30
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Employment Agreement with Eric Giguere
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10-KSB
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4/13/06
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10.30
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10.31
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Endorsement Agreement with La Societe 421 Productions
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10-KSB
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4/13/06
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10.31
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10.32
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Summary of terms and conditions of Oral Consulting Agreement with Greendale Consulting Limited.
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10-KSB
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4/13/06
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10.32
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10.33
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Exclusive Manufacturing License Agreement with Polyprod Inc.
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10-KSB
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4/13/06
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10.33
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10.34
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Management Fee Arrangement with Polyprod Inc.
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10-KSB
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4/13/06
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10.34
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10.35
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Supply Contract with Febra- Kunststoffe GimbH and BASF Aktiengesellschaft.
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10-KSB
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4/13/06
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10.35
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10.36
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Loan Agreement with Fiducie Alain Lemieux.
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10-KSB
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4/13/06
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10.36
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10.37
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Confirmation of Debt.
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10-KSB
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4/13/06
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10.37
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10.38
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Agreement with Daniel Courteau regarding Repayment of loans to Symbior Technologies Inc.
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10-KSB
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4/13/06
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10.38
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10.39
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2006 Equity Incentive Plan
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10-KSB
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4/13/06
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10.39
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10.40
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Loan Agreement with Albert Beerli
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10-KSB
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4/13/06
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10.40
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10.41
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Summary of terms and conditions of Loan Agreement with Albert Beerli
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10-KSB
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4/13/06
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10.41
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10.42
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Lease Agreement with Albert Beerli
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10-KSB
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4/13/06
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10.42
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10.43
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Memorandum regarding XL Generation Canada Inc.
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10-KSB
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4/13/06
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10.43
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10.44
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Stock Purchase Agreement with XL Generation AG and Stadium SA.
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10-KSB
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4/13/06
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10.44
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10.45
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Common Stock Purchase Agreement with Poma Management SA.
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10-QSB
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9/13/06
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10.45
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10.46
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Common Stock Purchase Agreement with Aton Select Fund Limited.
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10-QSB
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9/13/06
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10.46
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10.47
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Consulting Agreement by and between Ecolocap Solutions Inc. and Lakeview Consulting LLC
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8-K
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11/11/08
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10.47
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10.48
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“ERPA” with Hong Kong Construction Investment Joint Stock Company
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8-K
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12/23/08
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10.1
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10.49
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“ERPA” with Thuong Hai Joint Stock Company
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8-K
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12/23/08
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10.2
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10.50
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“ERPA” with Vietnam Power Development Joint Stock Company
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8-K
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12/23/08
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10.3
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10.51
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“ERPA” with Hop Xuan Investment Joint Stock Company, Vietnam
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8-K
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12/23/08
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10.4
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10.52
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“ERPA” with ThangLong Education Development and Construction Import Export Investment Joint Stock Company.
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8-K
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12/23/08
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10.5
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10.53
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Revised Consulting Agreement with Sodexen Inc.
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8-K
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12/23/08
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10.6
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10.54
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Agreement with United Best Technology Limited.
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8-K
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12/23/08
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10.7
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10.55
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Escrow Agreement with United Best Technology Limited
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8-K
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12/23/08
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10.8
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10.56
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“ERPA” with Tan Hiep Phuc Electricity Construction Joint-Stock Company Vietnam
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8-K
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12/23/08
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10.9
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10.57
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“ERPA” with Tuan Anh Hydraulic Development and Construction Investment Corporation, Vietnam
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8-K
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12/23/08
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10.10
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10.58
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“ERPA” with Lao Cai Energy & Resources Investment Joint Stock Company, Vietnam
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8-K
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12/23/08
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10.11
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10.59
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“ERPA” with Xiangton Iron and Steel Group Co. Ltd.
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8-K
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12/23/08
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10.12
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`
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10.60
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“ERPA” with Hunan Valin Xiangton Iron & Steel Co. Ltd.
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8-K
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12/23/08
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10.13
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10.61
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“ERPA” with Hebi Coal Industry (Group) Co. Ltd.
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8-K
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12/23/08
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10.14
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10.62
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“ERPA” with Hebei Jinlong Cement Group Co., Ltd.
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8-K
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12/23/08
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10.15
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10.63
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“ERPA” with Bao Tan Hydro Electric Joint-Stock Company
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8-K
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12/23/08
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10.16
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10.64
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“ERPA” with Construction and Infrastruction Development Joint-Stock Company Number Nine
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8-K
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12/23/08
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10.17
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10.65
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Greenhouse Gas Offset Management Services Representation Agreement
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8-K
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12/23/08
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10.18
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10.66
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“ERPA” with Xinjiang Xiangjianfeng Energy and Technology Development Co. Ltd.
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8-K
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12/23/08
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10.19
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10.67
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Technical Service Agreement with Xinjiang Xiangjinfeng Energy and Technology Development Co., Ltd.
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8-K
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12/23/08
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10.20
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10.68
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Technical Service Agreement with Hebei Fengda Metallized Pellet Co., Ltd.
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8-K
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12/23/08
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10.21
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10.69
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“ERPA” with Hebei Fengda Metallized Pellet Co., Ltd.
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8-K
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12/23/08
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10.22
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10.70
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“ERPA” with Shandong Chengzeyuan Environment Protection Engineering Co. Ltd.
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8-K
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12/23/08
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10.23
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10.71
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Technical Services Agreement with Shandong Chengzeyuan Environment Protection Engineering Co., Ltd.
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8-K
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12/23/08
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10.24
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10.72
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Technical Services Agreement with Leshan Kingssun Group Co. Ltd.
|
8-K
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12/23/08
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10.25
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10.73
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“ERPA” with Leshan Kingssun Group Co., Ltd.
|
8-K
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12/23/08
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10.26
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10.74
|
2010 Non-Qualified Stock Option Plan.
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|
X
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14.1
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Code of Ethics.
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10-KSB
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3/31/08
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14.1
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23.1
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Consent of Paritz & Company, P.A.
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X
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23.2
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Consent of The Law Office of Conrad C. Lysiak, P.S.
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X
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99.1
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Audit Committee Charter.
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10-KSB
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3/31/08
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99.1
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99.2
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Executive Committee Charter
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10-KSB
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3/31/08
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99.2
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99.3
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Nominating and Corporate Governance Committee Charter
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10-KSB
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3/31/08
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99.3
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99.4
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Stock Option Plan
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10-KSB
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3/31/08
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99.4
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SIGNATURES
In accordance with Section 5 of the Securities Act of 1933, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 16
th
day of November 2010.
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ECOLOCAP SOLUTIONS INC.
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BY:
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MICHAEL SIEGEL
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Michael Siegel
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Principal Executive Officer
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BY:
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MICHEL ST-PIERRE
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Michel St-Pierre
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Principal Financial Officer and Principal Accounting Officer
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In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dated indicated.
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Signature
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Title
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Date
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MICHAEL SIEGEL
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President, Chief Executive Officer, Treasurer,
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November 16, 2010
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Michael Siegel
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Chief Financial Officer, and a member of the Board of Directors
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MARK LAWSON
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Director
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November 16, 2010
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Mark Lawson
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JOHN KWAK
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Director
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November 16, 2010
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John Kwak
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ROBERT EGGER JR.
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Director
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November 16, 2010
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Robert Egger Jr.
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CLAUDE PELLERIN
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Director
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November 16, 2010
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Claude Pellerin
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TRI VU TRUONG
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Director
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November 16, 2010
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Tri Vu Truong
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ALBERT BEERLI
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Director
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November 16, 2010
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Albert Beerli
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EXHIBIT INDEX
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Incorporated by reference
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Exhibit Number
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Document Description
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Form
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Date
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Number
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Filed herewith
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3.1
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Articles of Incorporation, as amended.
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SB-2
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5/28/04
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3.1
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3.2
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Bylaws.
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SB-2
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5/28/04
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3.2
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3.3
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Certificate of Amendment to Articles of Incorporation
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10-QSB
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12/30/05
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3.3
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3.4
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Bylaws, as amended on March 17, 2006
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10-KSB
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4/13/06
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3.4
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5.1
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Opinion of The Law Office of Conrad C. Lysiak, P.S.
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X
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10.1
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Letter of Intent with XL Generation AG.
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8-K
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7/6/05
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99.1
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10.2
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Share Exchange Agreement with XL Generation AG
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8-K
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8/19/05
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99.1
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10.3
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Loan Agreement with Capex Investments
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8-K
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9/14/05
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99.1
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10.4
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Form of Indemnification Agreement with Capex Investments Limited
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8-K/A
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11/1/05
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10.4
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10.5
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Common Stock Purchase Agreement with Capex Investments Limited
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8-K
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11/15/05
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10.5
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10.6
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Common Stock Purchase Agreement with Aton Selct Fund Limited
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8-K
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11/15/05
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10.6
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10.7
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Common Stock Purchase Agreement with Asset Protection Fund Limited
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8-K
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11/15/05
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10.7
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10.8
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Series A Warrant to Purchase Shares of Common Stock to Capex Investments Limited.
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8-K
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11/15/05
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10.8
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10.9
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Series A Warrant to Purchase Shares of Common Stock to Aton Select Fund Limited
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8-K
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11/15/05
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10.9
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10.10
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Series A Warrant to Purchase Shares of Common Stock to Asset Protection Fund Limited.
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8-K
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11/15/05
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10.10
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10.11
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Registration Rights Agreement with Capex Investments Limited.
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8-K
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11/15/05
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10.11
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10.12
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Registration Rights Agreement with Aton Select Fund Limited
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8-K
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11/15/05
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10.12
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10.13
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Registration Rights Agreement with Asset Protection Fund Limited
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8-K
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11/15/05
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10.13
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10.14
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Amendment to the Common Stock Purchase Agreement with Aton Select Fund Limited.
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8-K
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12/08/05
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10.14
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10.15
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Amendment to the Common Stock Purchase Agreement with Asset Protection Fund Limited.
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8-K
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12/08/05
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10.15
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10.16
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Lease Agreement with 866 U.N. Plaza Associates LLC.
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10-QSB
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12/30/05
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10.16
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10.17
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Exclusive Manufacturing License Agreement and Non-Exclusive Distribution Agreement with APW Inc.
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10-QSB
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12/30/05
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10.17
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10.18
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Common Stock Purchase Agreement with Professional Trading Services SA.
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SB-2
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1/13/06
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10.18
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10.19
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Series B Warrant to Purchase Shares of Common Stock to Professional Trading Services SA.
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SB-2
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1/13/06
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10.19
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10.20
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Registration Rights Agreement with Professional Trading Services SA.
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SB-2
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1/13/06
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10.20
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10.21
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Amended and Restated Common Stock Purchase Agreement with Bank Sal. Oppenheim Jr. & Cie. (Switzerland) Limited
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SB-2
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1/13/06
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10.21
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10.22
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Series B Warrant to Purchase Shares of Common Stock to Bank Sal. Oppenheim Jr. & Cie. (Switzerland) Limited
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SB-2
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1/13/06
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10.22
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10.23
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Agreement of Withdrawal from Stadium SA.
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SB-2
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1/13/06
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10.23
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10.24
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License Agreement with WKF/5 Ltd.
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SB-2
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1/13/06
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10.24
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10.25
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Amendment to License Agreement with WKF/5 Ltd and Alain Lemieux
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SB-2
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1/13/06
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10.25
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10.26
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Form of Subscription Agreement
|
SB-2
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5/28/04
|
99.1
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10.27
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Employment Agreement with Alain Lemieux
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10-KSB
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4/13/06
|
10.27
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10.28
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Employment Agreement with Daniel Courteau
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10-KSB
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4/13/06
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10.28
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10.29
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Employment Agreement with Flemming Munck.
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10-KSB
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4/13/06
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10.29
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10.30
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Employment Agreement with Eric Giguere
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10-KSB
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4/13/06
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10.30
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10.31
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Endorsement Agreement with La Societe 421 Productions
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10-KSB
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4/13/06
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10.31
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10.32
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Summary of terms and conditions of Oral Consulting Agreement with Greendale Consulting Limited.
|
10-KSB
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4/13/06
|
10.32
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10.33
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Exclusive Manufacturing License Agreement with Polyprod Inc.
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10-KSB
|
4/13/06
|
10.33
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10.34
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Management Fee Arrangement with Polyprod Inc.
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10-KSB
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4/13/06
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10.34
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10.35
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Supply Contract with Febra- Kunststoffe GimbH and BASF Aktiengesellschaft.
|
10-KSB
|
4/13/06
|
10.35
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10.36
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Loan Agreement with Fiducie Alain Lemieux.
|
10-KSB
|
4/13/06
|
10.36
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|
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10.37
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Confirmation of Debt.
|
10-KSB
|
4/13/06
|
10.37
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10.38
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Agreement with Daniel Courteau regarding Repayment of loans to Symbior Technologies Inc.
|
10-KSB
|
4/13/06
|
10.38
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|
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|
10.39
|
2006 Equity Incentive Plan
|
10-KSB
|
4/13/06
|
10.39
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10.40
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Loan Agreement with Albert Beerli
|
10-KSB
|
4/13/06
|
10.40
|
|
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|
10.41
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Summary of terms and conditions of Loan Agreement with Albert Beerli
|
10-KSB
|
4/13/06
|
10.41
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|
|
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|
10.42
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Lease Agreement with Albert Beerli
|
10-KSB
|
4/13/06
|
10.42
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|
|
|
|
|
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|
10.43
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Memorandum regarding XL Generation Canada Inc.
|
10-KSB
|
4/13/06
|
10.43
|
|
|
|
|
|
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|
|
10.44
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Stock Purchase Agreement with XL Generation AG and Stadium SA.
|
10-KSB
|
4/13/06
|
10.44
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|
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|
|
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|
|
|
|
10.45
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Common Stock Purchase Agreement with Poma Management SA.
|
10-QSB
|
9/13/06
|
10.45
|
|
|
|
|
|
|
|
|
|
10.46
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Common Stock Purchase Agreement with Aton Select Fund Limited.
|
10-QSB
|
9/13/06
|
10.46
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|
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|
|
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|
10.47
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Consulting Agreement by and between Ecolocap Solutions Inc. and Lakeview Consulting LLC
|
8-K
|
11/11/08
|
10.47
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|
|
|
|
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|
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|
10.48
|
“ERPA” with Hong Kong Construction Investment Joint Stock Company
|
8-K
|
12/23/08
|
10.1
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|
|
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|
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10.49
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“ERPA” with Thuong Hai Joint Stock Company
|
8-K
|
12/23/08
|
10.2
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|
|
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|
10.50
|
“ERPA” with Vietnam Power Development Joint Stock Company
|
8-K
|
12/23/08
|
10.3
|
|
|
|
|
|
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|
|
10.51
|
“ERPA” with Hop Xuan Investment Joint Stock Company, Vietnam
|
8-K
|
12/23/08
|
10.4
|
|
|
|
|
|
|
|
|
|
10.52
|
“ERPA” with ThangLong Education Development and Construction Import Export Investment Joint Stock Company.
|
8-K
|
12/23/08
|
10.5
|
|
|
10.53
|
Revised Consulting Agreement with Sodexen Inc.
|
8-K
|
12/23/08
|
10.6
|
|
|
|
|
|
|
|
|
|
10.54
|
Agreement with United Best Technology Limited.
|
8-K
|
12/23/08
|
10.7
|
|
|
|
|
|
|
|
|
|
10.55
|
Escrow Agreement with United Best Technology Limited
|
8-K
|
12/23/08
|
10.8
|
|
|
|
|
|
|
|
|
|
10.56
|
“ERPA” with Tan Hiep Phuc Electricity Construction Joint-Stock Company Vietnam
|
8-K
|
12/23/08
|
10.9
|
|
|
|
|
|
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|
|
10.57
|
“ERPA” with Tuan Anh Hydraulic Development and Construction Investment Corporation, Vietnam
|
8-K
|
12/23/08
|
10.10
|
|
|
|
|
|
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|
|
10.58
|
“ERPA” with Lao Cai Energy & Resources Investment Joint Stock Company, Vietnam
|
8-K
|
12/23/08
|
10.11
|
|
|
|
|
|
|
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|
10.59
|
“ERPA” with Xiangton Iron and Steel Group Co. Ltd.
|
8-K
|
12/23/08
|
10.12
|
`
|
|
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|
|
|
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|
|
10.60
|
“ERPA” with Hunan Valin Xiangton Iron & Steel Co. Ltd.
|
8-K
|
12/23/08
|
10.13
|
|
|
|
|
|
|
|
|
|
10.61
|
“ERPA” with Hebi Coal Industry (Group) Co. Ltd.
|
8-K
|
12/23/08
|
10.14
|
|
|
|
|
|
|
|
|
|
10.62
|
“ERPA” with Hebei Jinlong Cement Group Co., Ltd.
|
8-K
|
12/23/08
|
10.15
|
|
|
|
|
|
|
|
|
|
10.63
|
“ERPA” with Bao Tan Hydro Electric Joint-Stock Company
|
8-K
|
12/23/08
|
10.16
|
|
|
|
|
|
|
|
|
|
10.64
|
“ERPA” with Construction and Infrastruction Development Joint-Stock Company Number Nine
|
8-K
|
12/23/08
|
10.17
|
|
|
|
|
|
|
|
|
|
10.65
|
Greenhouse Gas Offset Management Services Representation Agreement
|
8-K
|
12/23/08
|
10.18
|
|
|
|
|
|
|
|
|
|
10.66
|
“ERPA” with Xinjiang Xiangjianfeng Energy and Technology Development Co. Ltd.
|
8-K
|
12/23/08
|
10.19
|
|
|
|
|
|
|
|
|
|
10.67
|
Technical Service Agreement with Xinjiang Xiangjinfeng Energy and Technology Development Co., Ltd.
|
8-K
|
12/23/08
|
10.20
|
|
|
|
|
|
|
|
|
|
10.68
|
Technical Service Agreement with Hebei Fengda Metallized Pellet Co., Ltd.
|
8-K
|
12/23/08
|
10.21
|
|
|
|
|
|
|
|
|
|
10.69
|
“ERPA” with Hebei Fengda Metallized Pellet Co., Ltd.
|
8-K
|
12/23/08
|
10.22
|
|
|
|
|
|
|
|
|
|
10.70
|
“ERPA” with Shandong Chengzeyuan Environment Protection Engineering Co. Ltd.
|
8-K
|
12/23/08
|
10.23
|
|
|
|
|
|
|
|
|
|
10.71
|
Technical Services Agreement with Shandong Chengzeyuan Environment Protection Engineering Co., Ltd.
|
8-K
|
12/23/08
|
10.24
|
|
|
10.72
|
Technical Services Agreement with Leshan Kingssun Group Co. Ltd.
|
8-K
|
12/23/08
|
10.25
|
|
|
|
|
|
|
|
|
|
10.73
|
“ERPA” with Leshan Kingssun Group Co., Ltd.
|
8-K
|
12/23/08
|
10.26
|
|
|
|
|
|
|
|
|
|
10.74
|
2010 Non-Qualified Stock Option Plan.
|
|
|
|
X
|
|
|
|
|
|
|
|
|
14.1
|
Code of Ethics.
|
10-KSB
|
3/31/08
|
14.1
|
|
|
|
|
|
|
|
|
|
23.1
|
Consent of Paritz & Company, P.A.
|
|
|
|
X
|
|
|
|
|
|
|
|
|
23.2
|
Consent of The Law Office of Conrad C. Lysiak, P.S.
|
|
|
|
X
|
|
|
|
|
|
|
|
|
99.1
|
Audit Committee Charter.
|
10-KSB
|
3/31/08
|
99.1
|
|
|
|
|
|
|
|
|
|
99.2
|
Executive Committee Charter
|
10-KSB
|
3/31/08
|
99.2
|
|
|
|
|
|
|
|
|
|
99.3
|
Nominating and Corporate Governance Committee Charter
|
10-KSB
|
3/31/08
|
99.3
|
|
|
|
|
|
|
|
|
|
99.4
|
Stock Option Plan
|
10-KSB
|
3/31/08
|
99.4
|
|