UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~September 30, 2021~~March 31, 2022

☐ 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 333-248871

ECO INNOVATION GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada		85-0842591
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

16525 Sherman Way, Suite C-1

Van Nuys, CA

91406

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (800) 922-4356

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock		ECOX		OTC Markets

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act: ~~None~~Common Stock.

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

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

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 last 90 days. Yes ☒ 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-K (§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 ☐

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. ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the registrant’s common stock as of ~~November 15, 2021~~May 20, 2022 was ~~195,912,036~~420,403,375 shares.

TABLE OF CONTENTS

Part I – FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements (unaudited)	45

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1921

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	2824

Item 4.	Controls and Procedures	2824

Part II – OTHER INFORMATION

Item 1.	Legal Proceedings	2925

Item 1A.	Risk Factors	2925

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2925

Item 3.	Defaults Upon Senior Securities	3125

Item 4.	Mine Safety Disclosures	3125

Item 5.	Other Information	3125

Item 6.	Exhibits	3226

SIGNATURES		3327

PART I FINANCIAL INFORMATION

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Information contained in this quarterly report on Form 10-Q contains “forward-looking statements.” These forward-looking statements are contained principally in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. The forward-looking statements herein represent our expectations, beliefs, plans, intentions or strategies concerning future events, including, but not limited to: our future financial performance; the continuation of historical trends; the sufficiency of our resources in funding our operations; our intention to acquire sustainable technology intellectual property rights; and our liquidity and capital needs. Our forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that any projections or other expectations included in any forward-looking statements will come to pass. Moreover, our forward-looking statements are subject to various known and unknown risks, uncertainties and other factors that may cause our actual results, performance, or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. These risks, uncertainties and other factors include but are not limited to: the risks of limited management, labor and financial resources; our ability to establish and maintain adequate internal controls; our ability to develop and maintain a market in our securities; and our ability obtain financing, if and when needed, on terms that are acceptable. Except as required by applicable laws, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

As used in this quarterly report on Form 10-Q, “we”, “our”, “us” and the “Company” refer to Eco Innovation Group, Inc. a Nevada corporation, unless the context requires otherwise.

Item 1. Financial Statements

Index to Financial Statements

		Page
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:

Consolidated Balance Sheets, ~~September 30, 2021~~March 31, 2022 (unaudited), and December 31, ~~2020~~2021		5

Unaudited Consolidated Statements of Operations, for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2022, and March 31, 2021 ~~and September 30, 2020~~		6

Unaudited Consolidated Statements of Changes in Stockholders’ (Deficit), for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2022, and March 31, 2021 ~~and September 30, 2020~~		7

Unaudited Consolidated Statements of Cash Flows, for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2022, and 2021 ~~and 2020~~		8

Notes to the Unaudited Interim Financial Statements		9

ECO INNOVATION GROUP, INC.
CONSOLIDATED BALANCE SHEETS

September 30, 2021 and December 31, 2020
(Unaudited)

September 30, 2021 December 31, 2020

Assets
Current Assets
Cash and cash equivalents $ 9,438 $ 84
Prepaid expenses 58,333 —
Total Current Assets 67,771 84

Other Assets
Furniture and Equipment 1,000
Intangible Asset 1,367,200 1,050,000
Investment 650,000 —
Deposits and other assets 8,000 8,000
Total Other Assets 2,026,200 1,058,000
Total Assets $ 2,093,971 $ 1,058,084

Liabilities and Stockholders' Equity (Deficit)
Current  Liabilities
Accounts Payable and accrued expenses 1,087,562 223,866
Convertible Notes Payable 130,137 50,122
Deferred Revenue 181,525 181,525
Warrant Liability 152,400 —
Share Payable Liability 316,262 —
Derivative liabilities 433,735 92,183
Convertible Notes Payable Related party 4,875 4,875
Series C Preferred stock liability 116,068 —
Related Party Loans 15,000 15,000
Total  Current Liabilities 2,437,564 567,571

Total Liabilities 2,437,564 567,571

Stockholders' Equity

Preferred stock, par value $0.001, authorized 50,000,000 shares, issued and outstanding 30,000,000 shares 30,000 30,000

Common stock, par value $0.001, authorized 500,000,000 shares, issued and outstanding 191,912,036 and 135,930,680 shares at September 30, 2021 and December 31, 2020, respectively 191,911 139,931
Common shares to be issued, 14,757,218 and 20,000,000 as of September 30, 2021 and December 31, 2020, respectively 14,757 20,000
Additional paid-in capital 7,777,062 6,260,122
Accumulated deficit (8,357,323 ) (5,959,540 )
Total Stockholders' Equity (Deficit) (343,593 ) 490,513

TOTAL LIABILITIES and Stockholders' Equity (Deficit) $ 2,093,971 $ 1,058,084


	March 31, 2022			December 31, 2021
	(unaudited)
Assets
Current Assets
Cash and cash equivalents	$	32,514		$	28,534
Accounts receivable		82,952			33,047
Prepaid expenses		82,425			82,498
Total Current Assets		197,891			144,079

Other Assets
Furniture and Equipment		37,791			41,974
Goodwill		103,188			103,188
Investment		41,935			75,833
Deposits and other assets		13,612			8,000
Total Other Assets		196,526			228,995
Total Assets	$	394,417		$	373,074

Liabilities and Stockholders' Deficit
Current Liabilities
Accounts Payable and accrued expenses		386,224			326,268
Accounts Payable and accrued expenses related party		404,207			391,377
Convertible Notes Payable, net		78,161			129,219
Notes Payable		126,699			127,690
Deferred Revenue		20,274			—
Warrant Liability		16,200			135,525
Share Payable Liability		1,266,171			866,885
Derivative liabilities		5,766,832			2,328,234
Convertible Notes Payable Related party		229,061			138,073
Series C Preferred stock liability, net		92,473			210,432
Total Current Liabilities		8,386,302			4,653,703

Total Liabilities		8,386,302			4,653,703

Stockholders' Deficit
Preferred stock, par value $0.001, authorized 50,000,000 shares,
issued and outstanding 30,000,000 shares		30,000			30,000
Common stock, par value $0.001, authorized 500,000,000 shares,
issued and outstanding 388,095,683 and 196,912,036 shares at
March 31, 2022 and December 31, 2021, respectively		388,093			196,911
Common shares to be issued, 1,000,000 and 1,000,000 as of
March 31, 2022 and December 31, 2021, respectively		1,000			1,000
Additional paid-in capital		8,687,295			8,060,859
Other comprehensive income		4,818			(18	)
Accumulated deficit		(17,117,921	)		(12,594,976	)
Total Stockholders' Deficit Attributable to Eco Innovation Group stockholders		(8,006,715	)		(4,306,224	)
Noncontrolling interest		14,830			25,595
Total stockholder's Deficit		(7,991,885	)		(4,280,629	)

TOTAL LIABILITIES and Stockholders' Deficit	$	394,417		$	373,074

See the accompanying notes to these unaudited consolidated financial statements

ECO INNOVATION GROUP, INC.
CONSOLIDATED PROFIT AND LOSS STATEMENT
For the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~(Unaudited)

~~(Unaudited)~~


	For the Three Months Ended
	March 31			March 31
	2022			2021

Revenue	$	116,605		$	—
Cost of Revenue		142,305			—
Gross Loss		(25,700	)		—

Operating Expenses
General and Administrative		135,454			63,505
Development and Manufacture Expenses		—			59
Executive Compensation		75,000			275,000
Consulting Fee		47,500			426,667
Total Operating Expense		257,954			765,231

Operating Loss		(283,654	)		(765,231	)

Other Income (Expenses)
Derivative gain (loss)		(3,563,261	)		7,378
Warrant gain (loss)		119,325			—
Impairment loss - Investment		(33,898	)		—
Other expense		(399,286	)		—
Interest expense		(372,936	)		(24,914	)
Total Other Income (Expenses)		(4,250,056	)		(17,536	)

Net loss		(4,533,710	)		(782,767	)

Net (income) loss attributable to noncontrolling interest		10,765			—

Net loss attributable to Eco Innovation Group	$	(4,522,945	)	$	(782,767	)

Currency translation loss		4,836			—

Comprehensive Loss	$	(4,518,109	)	$	(782,767	)

Basic & Diluted Loss per Common Shares	$	(0.02	)	$	(0.00	)

Weighted Average Common Shares Outstanding		235,101,780			158,498,817

See the accompanying notes to these unaudited consolidated financial statements

For the Three Months Ended For the Nine Months Ended
September 30 September 30 September 30 September 30
2021 2020 2021 2020

Revenue $ —   $ —   $ —   $ —
Cost of Revenue —   —   —   —
Gross Profit $ —   $ —   $ —   $ —

Operating Expenses
General and Administrative 245,036 19,328 387,440 66,494
Development and Manufacture Expenses —   90,020 165 740,020
Executive Compensation 75,000 —   425,000 260,000
Consulting Fee 126,500 15,000 673,097 2,145,750
Total Operating Expense 446,536 124,348 1,485,702 3,212,264

Operating Loss (446,536 ) (124,348 ) (1,485,702 ) (3,212,264 )

Other Income(Expenses)
Derivative gain (loss) (64,080 ) (6,689 ) 160,795 (10,525 )
Warrant gain (loss) 22,282 —   22,282 —
Other expense (38,519 ) —   (331,019 ) —
Interest expense (110,874 ) (9,791 ) (764,139 ) (46,454 )
Total Other Income (Loss) (191,191 ) (16,480 ) (912,081 ) (56,979 )

Net loss $ (637,727 ) $ (140,828 ) $ (2,397,783 ) $ (3,269,243 )

Basic & Diluted Loss per Common Shares $ (0.00 ) $ (0.00 ) $ (0.01 ) $ (0.03 )

Weighted Average Common Shares Outstanding 175,879,122 137,974,158 171,363,560 120,811,554

Eco Innovation Group, Inc
Statement of changes in Shareholders Equity/Deficit
For the Three Months Ended March 31, 2022 and 2021


	Preferred Stock A				Common Stock				Common Stock to be issued						Additional Paid-in Capital		Accumulated Deficit			Other Comprehensive Income			Total Equity of Eco Innovation Group			Noncontrolling interest			Total Equity
	Shares		Amount		Shares		Amount		Shares			Amount
Balance, December 31, 2021		30,000,000	$	30,000		196,912,036	$	196,911		1,000,000		$	1,000			8,060,859	$	(12,594,976	)	$	(18	)	$	(4,306,224	)	$	25,595		$	(4,280,629	)
Common stock issued for cash proceeds		—		—		34,000,000		34,000		—			—			133,900		—			—			167,900						167,900
Common stock issued for investment		—		—		—		—		—			—			—		—			—			—						—
Common stock to issued for conversion of notes payable		—		—		89,769,190		89,769		—			—			120,703		—			—			210,472						210,472
Common stock to issued for conversion of Series C preferred		—		—		67,414,457		67,413		—			—			61,212		—			—			128,625						128,625
Common stock cancelled		—		—		—		—		—			—			—		—			—			—						—
Settlement of derivative liability upon conversion of notes payable		—		—		—		—		—			—			310,621		—			—			310,621						310,621
Net loss		—		—		—		—		—			—			—		(4,522,945	)		—			(4,522,945	)		(10,765	)		(4,533,710	)
Comprehensive Loss		—		—		—		—		—			—			—					4,836			4,836						4,836
Balance, March 31, 2022		30,000,000	$	30,000		388,095,683	$	388,093		1,000,000		$	1,000			8,687,295	$	(17,117,921	)	$	4,818		$	(8,006,715	)	$	14,830		$	(7,991,885	)

Balance, December 31, 2020		30,000,000	$	30,000		139,930,680	$	139,931		20,000,000		$	20,000			6,260,122	$	(5,959,540	)	$	—		$	490,513		$	—		$	490,513

Common stock to be issued for services		—		—		10,000,000		10,000		(5,000,000	)		(5,000	)		330,000		—			—			335,000						335,000
Common stock for prepaid expenses		—		—		1,176,471		1,176		—			—			98,824		—			—			100,000						100,000
Common stock to issued for license agreement		—		—		15,000,000		15,000					(15,000	)		—		—			—			—						—
Common stock issued for cash proceeds		—		—		749,999		750		—			—			44,250		—			—			45,000						45,000
Common stock issued for investment		—		—		10,833,333		10,833		—			—			639,167		—			—			650,000						650,000
Net loss		—		—		—		—		—			—			—		(782,767	)		—			(782,767	)		—			(782,767	)
Balance, March 31, 2021		30,000,000	$	30,000		177,690,483	$	177,690		15,000,000		$	—			7,372,363	$	(6,742,307	)	$	—		$	837,746		$	—		$	837,746

See the accompanying notes to these unaudited consolidated financial statements

ECO INNOVATION GROUP, INC.
~~STATEMENT~~CONSOLIDATED STATEMENTS OF ~~CHANGES IN SHAREHOLDERS EQUITY/DEFICIT~~CASH FLOWS
~~For the Nine Months Ended September 30, 2021 and 2020~~(unaudited)


	Three Months Ended March 31
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(4,533,710	)	$	(782,767	)
Adjustments to reconcile net loss to net cash
used by operating activities:
Derivative (gain) loss		3,563,261			(7,378	)
Warrant (gain) loss		(119,325	)		—
Depreciation expense		4,183
Loss on sale of investment		—			3,924
Investment impairment loss		33,898			—
Amortization of debt discount		354,402			15,071
Share payable expense		399,286			—
Stock based compensation		—			335,000
Changes in operating assets and liabilities
Accounts receivable		(49,905	)		—
Prepaid expenses		(5,539	)		16,667
Deferred Revenue		20,274			—
Accounts payable and accrued expenses		94,310			340,943
Accounts payable related party		11,600			—
Net cash used in operating activities		(227,265	)		(78,540	)


CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible debenture		—			121,500
Repayment of convertible debentures		(8,500	)		—
Proceeds from sale of common stock		167,900			45,000
Proceeds from sale of preferred C stock		—			—
Repayment of notes payable		(1,313	)		—
Proceeds from convertible notes payable, related party		68,000			—
Net cash provided by financing activities		226,087			166,500

Effect of foreign exchange on cash		5,158			—

Change in cash		3,980			87,960
Cash, beginning of year		28,534			84
Cash, end of year	$	32,514		$	88,044

Supplemental Cash Flow information
Cash paid for interest	$	—		$	—
Cash paid for income taxes	$	—		$	—

Non-Cash transactions
Common stock issued for investment	$	—		$	650,000
Common stock issued for Conversion of notes payable	$	208,750		$	—
Common stock issued for prepaid expenses	$	—		$	100,000
Common stock issued for Conversion of Series C Preferred stock liability	$	128,625		$	—
Discount issued on convertible debt	$	68,000		$	—
Settlement of derivative liability upon conversion of notes payable	$	310,621		$	—

~~(Unaudited)~~

Preferred Stock A Common Stock Common Stock to be issued Additional Paid-in Capital Accumulated
Deficit Total
Equity
Shares Amount Shares Amount Shares Amount
Balance, December 31, 2019 30,000,000 $ 30,000 54,830,680 $ 54,831 —   $ —   $ 1,897,521 $ (2,062,802 ) $ (80,450 )
Net loss —   —   —   —   —   —   — (15,067 ) (15,067 )
Balance, March 31, 2020 30,000,000 30,000 54,830,680 54,831 —   —   1,897,521 (2,077,869 ) (95,517 )

Common Stock issued for services rendered —   —   56,100,000 56,100 —   —   2,961,650 —   3,017,750
Common stock issued for conversion of notes payable —   —   25,000,000 25,000 —   —   (22,549 ) —   2,451
Discount on Convertible notes —   —   —   —   —   —   12,500 —   12,500
Net loss for the three months ended June 30, 2020 —   —   —   —   —   —   —   (3,113,348) (3,113,348 )
Balance, June 30, 2020 30,000,000 30,000 135,930,680 135,931 —   —   4,849,122 (5,191,217 ) (176,164 )

Common Stock issued for cash proceeds —   —   4,000,000 4,000 —   16,000 —   20,000
Common stock issued for conversion of notes payable —   —   —   —   —   —   —
Discount on Convertible notes —   —   —   —   —   —   —
Net loss for the three months ended September 30, 2020 —   —   —   —   —   — —   (140,828 ) (140,828 )
Balance, September 30, 2020 30,000,000 $ 30,000 139,930,680 $ 139,931 —   $ —   $ 4,865,122 $ (5,332,045 ) $ (296,992 )

Balance, December 31, 2020 30,000,000 $ 30,000 139,930,680 $ 139,931 20,000,000 $ 20,000 $ 6,260,122 $ (5,959,540 ) $ 490,513

Common stock to be issued for services —   —   10,000,000 10,000 (5,000,000 ) (5,000 ) 330,000 —   335,000
Common stock for prepaid expenses —   —   1,176,471 1,176 —   —   98,824 —   100,000
Common stock to be issued for license agreement —   —   15,000,000 15,000 (15,000,000 ) (15,000 ) —   —   —
Common Stock issued for cash proceeds —   —   749,999 750 —   —   44,250 —   45,000
Common stock issued for investment —   —   10,833,333 10,833 —   —   639,167 —   650,000
Net loss —   —   —   —   —   —   —   (782,767 ) (782,767 )
Balance, March 31, 2021 30,000,000 30,000 177,690,483 177,690 —   —   7,372,363 (6,742,307 ) 837,746

Common shares cancelled —   —   (2,675,000 ) (2,675 ) —   —   2,675 —   —
Common stock to be issued investment —   —   —   13,240,741 13,241 —   —   13,241
Net loss —   —   —   —   —   —   —   (977,289 ) (977,289 )
Balance, June 30, 2021 30,000,000 30,000 175,015,483 175,015 13,240,741 13,241 7,375,038 (7,719,596 ) (126,302 )

Common Stock issued for cash proceeds —   —   3,000,000 3,000 —   —   (2,550 ) —   450
Common Stock issued for services rendered —   —   1,500,000 1,500 —   —   173,100 —   174,600
Common stock to be issued investment —   —   —   —   1,516,477 1,516.00 —   —   1,516
Common Stock issued for conversion of debt —   —   5,675,342 5,675 —   —   8,513 —   14,188
Common Stock issued for settlement of payables —   —   850,000 850 —   —   33,150 —   34,000
Common Stock issued for exercise of warrant —   —   5,871,211 5,871 —   —   (5,871 ) —   —
Settlement of warrant liability —   —   —   —   —   —   195,682 —   195,682
Net loss —   —   —   —   —   —   —   (637,727 ) (642,727 )
Balance, September 30, 2021 30,000,000 30,000 191,912,036 191,911 14,757,218 14,757 7,777,062 (8,357,323 ) (343,593 )

See the accompanying notes to these unaudited consolidated financial statements

ECO INNOVATION GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2021 and 2020
(Unaudited)

For the Nine Months Ended September 30,
2021 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (2,397,783 ) $ (3,269,243 )
Adjustments to reconcile net loss to net cash used by operating activities:

Derivative (gain) loss (160,795 ) 10,525
Warrant (gain) loss (22,282 ) —
Amortization of debt discount 184,333 43,783
Interest expense on derivative issuance 493,729 —
Share payable expense 331,018 —
Stock based compensation 509,600 3,017,750
Changes in operating assets and liabilities
Prepaid expenses 41,667 —
Accounts payable and accrued expenses 649,825 57,674
Deferred revenue — 100,000
Net cash used by operating activities (370,688 ) (39,511 )

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of furniture and equipment (1,000 ) —
Purchase of intangible assets (67,640 ) —
Net cash provided by investing activities (68,640 ) —

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible debenture 505,482 33,500
Repayment of convertible debentures (217,250 ) —
Proceeds from sale of common stock 45,450 20,000
Proceeds from sale of preferred C stock 115,000 —
Proceeds from convertible notes payable, related party —   2,424
Net cash provided by financing activities 448,682 55,924

Change in cash 9,354 16,413
Cash, beginning of year 84 246
Cash, end of year $ 9,438 $ 16,659

Supplemental Cash Flow information
Cash paid for interest $ —   $ —
Cash paid for income taxes $ 44,155 $ —

Non-Cash transactions
Common stock issued for investment $ 650,000 $ —
Common stock issued for Conversion of notes payable and accrued interest $ 14,188 $ 2,451
Common stock issued for prepaid expenses $ 100,000 $ —
Intangible asset capitalized $ 249,560 $ —

~~See the accompanying notes to these unaudited consolidated financial statements.~~

ECO INNOVATION GROUP, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

For the ~~Nine~~Three Months Ended ~~September 30, 2021~~March 31, 2022

(Unaudited)

NOTE 1. ~~ORGANIZATION AND BASIS~~NATURE OF ~~PRESENTATION~~OPERATIONS

~~Organization~~

Eco Innovation Group, Inc. (the “Company,” “we,” “our,” or “Eco Innovation Group”), was incorporated in the State of Nevada on March 5, 2001 under the name of Dig-It Underground, Inc. and operated as an underground cable contractor. On September 29, 2008, the Company acquired a partial interest in the high-end beauty salon business of Haydin Group Enterprises of Texas and discontinued its cable installation business. On September 1, 2011, the Company acquired a partial interest in the art licensing and sales business of Get Down Art, LLC, a Nevada limited liability company. On August 30, 2012, the Company acquired the remaining outstanding interests of Haydin Group Enterprises through a share exchange agreement. Concurrently, the Company discontinued its business with Get Down Art, LLC and resolved to unwind that acquisition. On January 5, 2016, the Company entered the natural healing and chiropractic business in Texas by acquiring Expressions Property Limited, LP, a Texas limited partnership, and Expressions Chiropractic and Rehab Center, PA, a Texas professional association, pursuant to share exchange agreements. Effective September 30, 2018, the Company terminated its beauty salon business and natural healing and chiropractic business by terminating and unwinding the shares exchange agreements entered into on August 30, 2012 with Haydin Group Enterprises and January 5, 2016 with Expressions Property Limited and Expressions Chiropractic and Rehab Center. At the same time, the Company began a business line focusing on the development of an affordable fire, hurricane and earthquake resilient steel building framing system. On August 19, 2019, the Company incorporated Steel Hemp Homes Inc. in the state of California as a wholly owned subsidiary to run the steel building frame business as a separate division. On July 1, 2018, the Company approved a reverse split of its common stock in a ratio of 1:1,000; a change of the Company’s corporate name to Eco Innovation Group, Inc.; and the change of the Company’s trading symbol to ECOX. The reverse split of the Company’s common stock was effective August 29, 2018.

On February ~~20, 2020, the Company increased its authorized shares to~~ ~~500,000,000~~ ~~with a par value $0.001, and preferred shares were maintained at~~ ~~50,000,000~~ ~~authorized.~~

~~On February~~ 28, 2020, our current CEO and controlling Stockholder, Julia Otey-Raudes, took over management and control of the company, initiating a new business plan and winding down the previous business. In the related change of control transaction, Ms. Otey acquired 30,000,000 shares of super-voting Preferred Series A stock on February 28, 2020, which represent all of the authorized and outstanding Series A Preferred Stock and a voting interest of approximately 94% of the Company’s outstanding voting stock.

On February 20, 2020, the Company increased its authorized common shares to 500,000,000with a par value of $0.001, on December 21, 2021, the Company increased its authorized common shares to 1,000,000,000with a par value of $0.001, and on April 1, 2022, the Company increased its authorized common shares to 2,000,000,000with a par value of $0.0001.

The Company has authorized 50,000,000 shares of Preferred Stock, of which 30,000,000shares have been designated as Series A Convertible PreferredStock, with 30,000,000 shares issued and outstanding, and 1,000,000 million shares have been designated as Series C Convertible Preferred Stock, with 167,500 shares issued and outstanding. Holders of Series A Convertible Preferred Stock hold rights to vote on all matter requiring a shareholder vote at 100 common shares vote equivalent for each share of Series A Convertible Preferred Stock held. As of the date of this filing, our CEO, CFO, board chair and sole director, Julia Otey-Raudes, is the sole holder of the 30,000,000 Series A Convertible Preferred Stock outstanding.

On October 4, 2021, Eco Innovation Group, Inc. (the "Company") entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Spruce Construction, Inc., an Alberta Business Corporation (“Spruce Construction”) and Timothy Boetzkes ("Boetzkes"), a resident of the Province of Alberta, Canada and the sole shareholder of Spruce Construction, pursuant to which, the Company, Boetzkes and Spruce Construction agreed to effect an asset purchase agreement for existing construction equipment and form a new Canadian engineering and construction company in Canada, Spruce engineering & Construction Inc. The Company will own 85% of the voting interests of Spruce Engineering & Construction Inc., with Boetzkes owning 10% and Patrick Laurie 5%. See Note 6 – Acquisition for more information.

On January 4, 2022, the Company formed a subsidiary, ECOX Spruce Construction, Inc., a California corporation (“ECOX Spruce Construction”), for the purpose of starting a green construction division. On January 25, 2022, Eco Innovation Group, Inc. (the "Company"), through its California subsidiary ECOX Spruce Construction , entered into a staffing and administrative services agreement (the “Construction Services Agreement”) with Blueprint Construction, a licensed California general contractor (“Blueprint Construction”) and Edgar E. Aguilar ("Aguilar"), a resident of California and the principal of Blueprint Construction, pursuant to which, Blueprint Construction, Aguilar and ECOX Spruce Construction agreed that ECOX Spruce Construction will oversee the operation of Blueprint’s construction business in California. Under the Company’s existing LOI with Aguilar, Blueprint Construction will own 20% of the equity interests of ECOX Spruce Construction Inc., and the Company will own 80

Under the Construction Services Agreement, the Company agreed to manage all of Blueprint Construction’s contracting business on behalf of Blueprint Construction, for a renewable term of one year. Through ECOX Spruce Construction, the Company will provide all necessary corporate administration, shared services, compliance needs, construction staffing placement, general business infrastructure and support necessary for Blueprint’s performance under its general contracting and subcontracting projects as Blueprint’s exclusive provider of such services. Blueprint’s current active projects consist of a subcontracting agreement to renovate U.S. military base facilities, with a job value of $136,000. The Construction Services Agreement provides that ECOX Spruce Construction will receive a management fee equal to twenty percent (20%) of all collected cash revenues from Blueprint’s business.

Under its business plan implemented in February 2020, the Company is an innovation incubator platform devoted to globally important paradigm shifts in technology, sustainable and carbon negative products development and practical deployment worldwide. The Company seeks to license and develop innovative technologies in the sustainable and renewable energy field.

Accounting policies and procedures are listed below. The Company has adopted a December 31 year-end.

Accounting Basis ~~of Presentation~~

The Company has prepared the financial statements in accordance with accounting principles generally accepted in the United States of America (GAAP). ~~The results for the interim period are not necessarily indicative of the results to be expected for the year.~~

Use of Estimates

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

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Eco Innovation Group, Inc. and the accounts of its 85% owned subsidiary, Spruce Construction, Inc, and its 80% owned subsidiary, Ecox Spruce Construction, Inc. All intercompany transactions and balances have been eliminated in consolidation.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less as cash equivalents. As of ~~September 30, 2021~~March 31, 2022, and December 31, ~~2020,~~2021, the Company had no0 cash or cash equivalent balances in excess of federally insured amounts. The Company’s policy is to invest excess funds in only well capitalized financial institutions.

Accounts Receivable

Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus, trade receivables do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition.

Investments, Cost Method

The Company accounts for certain investments using the cost method of accounting when it is determined that the investment provides the Company with little or no influence over the investee. Under the cost method of accounting, the investment is measured at cost, adjusted for observable price changes and impairments, with changes recognized in net income. The investments are subject to qualitative assessment for indicators of impairments. During the quarter ended March 31, 2022, the Company recognized an impairment of $33,898 on the cost method investment.

Earnings per share

Basic Earnings Per Share (EPS) is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS includes the potential dilution that could occur if options or other contracts to issue common stock wereexercised or ~~converted under outstanding~~converted. As of March 31, 2022, the Company had potentially dilutive instruments in the amount of 2,255,222,921 shares from convertible debt, and 6,000,000 from outstanding ~~common stock~~ warrants. As of March 31, 2022 all of the outstanding potentially dilutive instruments were anti-dilutive as a result of the Company’s net losses.

Business Combination

The Company applies the provisions of the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations, in accounting for its acquisitions. It requires the Company to recognize separately from goodwill the assets acquired and the liabilities assumed, at the acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the acquisition date fair values of the net assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, its estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations.

Goodwill Impairment

We test goodwill at least annually for impairment at the reporting unit level. We recognize an impairment charge if the carrying amount of a reporting unit exceeds its fair value. When a portion of a reporting unit is disposed, goodwill is allocated to the gain or loss on disposition based on the relative fair values of the business or businesses disposed and the portion of the reporting unit that will be retained. The Company impaired $0 of goodwill for the quarter ended March 31, 2022.

Long-Lived Assets

The Company’s long-lived assets, including intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. During the ~~quarter ended September 30, 2021, and the years~~year ended December 31, ~~2020 and 2019,~~2021, the Company evaluated long lived assets for impairment and determined no impairment of $1,050,000 on the intangible assets was ~~necessary.~~necessary for the year ended December 31, 2021.

Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The Company used a Black Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted price in active markets for identical assets or liabilities ~~(Level~~ (Level 1 measurements) and the lowest priority to unobservable inputs ~~(Level~~ (Level 3 measurements). These tiers include:

•

·Level 1, defined as observable inputs such as quoted prices foridentical instruments in active markets;

· ~~identical instruments in active markets;~~

•

Level 2, defined as inputs other than quoted prices in active markets that~~are~~ ~~either directly or indirectly observable such as quoted prices~~ ~~for~~ ~~similar instruments in active markets or quoted prices~~ ~~for~~ ~~identical or similar instruments in markets that~~ ~~are~~ ~~not active;~~ ~~and~~

•

~~Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity~~ to ~~develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers~~ are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

·Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers areunobservable.

The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. We measure our investment in marketable securities at fair value on a recurring basis. The Company’s trading securities are valued using inputs observable in active markets and are therefore classified as Level 1 within the fair value hierarchy. Investments and derivative liabilities are valued on a recurring basis.

The following summarizes the fair value of assets and liabilities measured on a recurring basis:

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis
September 30, 2021
									March 31, 2022
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets
Investments	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Liabilities
Derivative liability		—		—		433,735		433,735		—		—		5,766,832		5,766,832

December 31, 2020
									December 31, 2021
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets
Investments	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Liabilities
Derivative liability		—		—		92,138		92,138		—		—		2,328,234		2,328,234

Stock- Based Compensation

Stock-based compensation is computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718. FASB ASC 718 requires all share-based payments to employees ~~and non- employees~~ be recognized as compensation expense in the consolidated financial statements based on their ~~f air~~fair values. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). As of ~~September 30,~~March 31, 2022 and December 31, 2021, the Company ~~has~~had not adopted a Stock Option Plan and ~~has~~had not issued any options. On May 2, 2022, a majority representing 90% of the Company’s issued and outstanding voting stock approved the Eco Innovation Group, Inc. 2022 Stock Incentive and Equity Compensation Plan. As of the date of this quarterly report, no options have been issued under the plan.

Property, Plant and Equipment

Fixed assets are carried at cost. Depreciation is computed using the straight-line method of depreciation over the assets’ estimated useful lives. Maintenance and repairs are charged to expense as incurred; major renewals and improvements are capitalized. When items of fixed assets are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in income.

Income Taxes

The ~~provision~~Company accounts for income taxes using the asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than enactments of changes in the tax law. For deferred tax assets, management evaluates the probability of realizing the future benefits of such assets. The Company establishes valuation allowances for its deferred tax assets when evidence suggests it is unlikely that the ~~total~~assets will be fully realized.

The Company recognizes the tax effects of an uncertain tax position only if it is more likely than not to be sustained based solely on its technical merits as of the ~~current taxes payable~~reporting date and then only in an amount more likely than not to be sustained upon review by the ~~net of~~tax authorities. Income tax positions that previously failed to meet the ~~change~~more likely than not threshold are recognized in the ~~deferred income taxes. Provision is made for the deferred income taxes where differences exist between the~~first subsequent financial reporting period in which ~~transactions affect current taxable income and~~that threshold is met. Previously recognized tax positions that no longer meet the more likely than not threshold are derecognized in the first subsequent financial reporting period in which ~~they enter into~~that threshold is no longer met. The Company classifies potential accrued interest and penalties related to unrecognized tax benefits within the ~~determination~~accompanying consolidated statements of ~~net~~operations and comprehensive income ~~in the financial statements.~~(loss) as income tax expense.

Advertising

Advertising costs are expensed when incurred.

Revenue Recognition

~~The~~Effective January 1, 2018, the Company recognizes revenue in accordance with Accounting Standards Codification 2014- 09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific revenue recognition guidance throughout the Industry Topics of the Accounting Standards Codification. The updated guidance states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also provides for additional disclosures with respect to revenues and cash f lows arising from contracts with customers. The standard will be effective ~~for~~f or the first interim period within annual reporting periods beginning after December 15, 2017, and the Company adopted the standard using the modified retrospective approach effective January 1, 2018.

AtUnder the new revenue standards, the Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods. The Company recognizes revenues following the five-step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation. The Company recognized revenue from the sale of services at the time ~~of each transaction, management assesses whether~~in which the ~~fee associated with~~services are delivered pursuant to the transaction is fixed or determinable, and whether or not collection is reasonably assured. The assessment of whether the fee is fixed or determinable is based upon the payment terms of the transaction. Collectability is assessed based on a number of factors, including past transaction history with the client and the creditworthiness of the client.contract.

~~On August 25, 2020,~~The Company had $116,605 in revenues during the ~~Company signed~~quarter ended March 31, 2022 and $0 in revenues during the quarter ended March 31, 2021, all related to construction projects in its subsidiaries.

Other Comprehensive Income (Loss)

Other comprehensive income (loss) includes foreign currency translation gains and losses. The cumulative amount of translation gains and losses are reflected as a ~~Master Outsourcing Contract Manufacturing Agreement with Eco-Gen Energy, Inc., pursuant to which~~separate component of stockholders’ equity (deficit) in the ~~Company,~~consolidated balance sheets, as Manufacturer, will produce products for Eco-Gen, as Buyer. The Master Outsourcing Contract Manufacturing Agreement with Eco-Gen is a related party transaction insofar as our CEO and controlling Stockholder, Julia Otey-Raudes, is a director of Eco-Gen.accumulated other comprehensive income.

~~Recently Issued Accounting Pronouncements~~Reclassification

~~Management does not believe that any recently issued but not yet adopted accounting will~~Certain reclassifications have ~~a material effect on~~been made to the ~~Company’s results of operation or on~~prior year financial statements to conform to the ~~reported amounted of its assets and liabilities upon adoption.~~current year presentation.

NOTE 2. GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

The accompanying ~~unaudited~~ consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statements, the Company had net losses ~~since inception~~during the quarter ended March 31, 2022 and the year ended December 31, 2021 and an accumulated deficit at ~~September 30, 2021~~March 31., 2022. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. Management’s plans are to obtain additional financing in the debt and equity markets while it develops its business model. The Company’s existence is dependent upon management’s ability to develop profitable operations and to obtain additional funding sources. There can be no assurance that the Company’s financing efforts will result in profitable operations or the resolution of the Company’s liquidity problems. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

NOTE 3. RECENTLY ISSUED ACCOUNTING STANDARDS

Management does not believe that any recently issued but not yet adopted accounting will have a material effect on the Company’s results of operation or on the reported amounted of its assets and liabilities upon adoption.

In August 2020, the FASB issued ASU 2020-06, Debt -Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40):Accounting for Convertible Instruments and Contracts in an Entity's Own Equity). ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock, which results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Additionally, ASU 2020-06 affects the diluted earnings per share calculation for instruments that may be settled in cash or shares and for convertible instruments and requires enhanced disclosures about the terms of convertible instruments and contracts in an entity's own equity. ASU 2020-06 allows entities to use a modified or full retrospective transition method and is effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is evaluating the impact that this ASU may have on its consolidated financial statements.

NOTE 4. STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock

Holders of Series A Convertible Preferred Stock hold rights to vote on all matter requiring a shareholder vote at 100 common shares vote equivalent for each share of Series A Convertible ~~Preferred~~ Preferred Stock held. As of the date of this filing, our CEO, CFO, board chair and sole director, Julia Otey-Raudes, is the sole holder of the 30,000,000 Series A Convertible Preferred Stock outstanding.

The Series C Convertible Preferred Stock, with 1,000,000 shares authorized and ~~122,500~~98,750 issued and outstanding ~~as of the date of this filing,~~at March 31, 2022, has no voting rights, has a Stated Value of $1.00 per share, and with a par value of $0.001 per share, is redeemable after issuance by the Company at various increased prices at time intervals up to the 6-month anniversary of issuance and is mandatorily fully redeemable on the 12-month anniversary of issuance. The Series C Preferred Stock is convertible by the holder into our common shares, commencing on the 6-month anniversary of issuance at a 37% discount to the public market price.

On July 15, 2021, the Company designated 1,000,000 shares of Series C Convertible Preferred Stock. The Series C Convertible Preferred Stock ranks senior to the common stock with respect to dividends and right of liquidation and has no voting rights. The Series C Convertible Preferred Stock has a 10% cumulative annual dividend. In the event of default, the dividend rate increases to 22%. The Company may not, with consent of a majority of the holders of Series C Convertible Preferred Stock, alter or changes the rights of the Series C Convertible Preferred Stock, amend the articles of incorporation, create any other class of stock ranking senior to the Series C Convertible Preferred Stock, increase the authorized shares of Series C Convertible Preferred Stock, or liquidate or dissolve the Company. Beginning 180 days from issuance, the Series C Convertible Preferred Stock may be converted into common stock at a price based on 63% of the average of the two lowest trading prices during the 15 days prior to conversion. The Company may redeem the Series C Convertible Preferred Stock during the first 180 days from issuance, subject to early redemption penalties of up to 35%. The Series C Convertible Preferred Stock must be redeemed by the Company 12 months following issuance if not previously redeemed or converted. Based on the terms of the Series C Convertible Preferred Stock, the Company determined that the preferred stock is mandatorily redeemable atand will be accounted for as a liability under ASC 480.

During the ~~three months~~quarter ended ~~September 30, 2021,~~March 31, 2022, the Company entered into ~~two~~no purchase agreements for Series C Convertible Preferred Stock with ~~an accredited investor. The~~Geneva Roth Remark Holdings. As of March 31, 2022, the Company ~~issued a total~~owes $4,054 in accrued dividends, reflected as interest expense, and the carrying value of the Series C Preferred stock was $~~122,500~~92,473 ~~shares~~, net of unamortized discount of $6,277. $122,500 of Series C Convertible Preferred Stock ~~in exchange for gross proceeds~~and accrued dividends of $~~122,500. The Company paid $7,500~~6,125 were converted into 67,414,457 shares of ~~fees for these agreements, accounted for as deferred finance costs.~~ ~~The Series C Convertible Preferred Stock will mature in July 2022 and September 2022.~~common stock.

Common Stock

The Company has ~~500,000,000~~ 2,000,000,000 shares of $~~0.001~~0.0001 par ~~par~~ value per share common stock authorized.

~~On November 15, 2020, the Company agreed to issue~~ ~~2,500,000~~ ~~shares of common stock to Patrick Laurie for $0.066~~ ~~per share as compensation for services on the Company’s Advisory Board. The Company recognized expense of $165,000~~ ~~related to the shares, which were issued in January 2021.~~

~~On December 17, 2020, the Company agreed to issue~~ ~~2,500,000~~ ~~shares of common stock to Demitri Hopkins for $0.008~~ ~~per share as compensation for services on the Company’s Advisory Board. The Company recognized expense of $200,000~~ ~~related to the shares, which were issued in January 2021. The Company also agreed to compensate the Advisory board member with cash payments of $60,000~~ ~~per year.~~

On December 16, 2020, the Company entered into a technology license agreement with Glytech LLC, a company of which Demitri Hopkins is an equity interest holder. The agreement awarded Glytech LLC 15,000,000 shares of common stock upon execution, and an additional 15,000,000 shares upon completion of a working prototype of a new technology product based on the licensed technology by September 30, 2021. The protype has not yet been completed, but Glytech may still earn the additional 15,000,000 shares once completed. Additionally, upon completion of the working prototype, the Company will pay $150,000 of cash, due within six months of the milestone completion. ~~The Company will be a royalty of 10% to Glytech on all net sales of any device incorporating the licensed technology. The initial shares to be awarded were valued at $1,050,000~~ ~~based on the fair value of the common stock at the agreement date and were recorded as an indefinite-lived intangible asset. The shares were issued in January 2021.~~

During the ~~nine months~~quarter ended ~~September 30, 2021,~~March 31, 2022, the Company issued ~~749,999~~34,000,000 shares of common stock in exchange for cash proceeds of $~~45,000~~167,900. under the Company’s current Regulation A offering.

~~On January 6, 2021~~During the ~~Company agreed to issue~~quarter ended March 31, 2022, ~~5,000,000~~89,769,190 shares of common stock ~~to SaraLynn Mandell~~were issued by the Company for ~~$0.067 per share as compensation for services on~~ the ~~Company’s Advisory Board. The Company recognized expense~~conversion of $~~335,000~~210,472 ~~related to~~in principal and interest of a convertible note.

During the quarter ended March 31, 2022, $122,500 of Series C Convertible Preferred Stock and accrued dividends of $6,125 were converted into 67,414,457shares ~~which were issued in February 2021. The Company also agreed to compensate the Advisory board member with cash payments~~ of ~~$60,000 per year.~~common stock.

NOTE 5. ACQUISITION

Asset Purchase Agreement

On October 4, 2021, Eco Innovation Group, Inc. (the "Company") entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Spruce Construction, Inc., an Alberta Business Corporation (“Spruce Construction”) and Timothy Boetzkes ("Boetzkes"), a resident of the Province of Alberta, Canada and the sole shareholder of Spruce Construction, pursuant to which, the Company, Boetzkes and Spruce Construction agreed to effect an asset purchase agreement for existing construction equipment and form a new Canadian engineering and construction company in Canada. The Company entered into the Asset Purchase Agreement for the purpose of launching a green construction division in Alberta, Canada.

Under the Asset Purchase Agreement, the Company agreed to pay Boetzkes one million shares of the Company’s restricted common stock and approximately $104,000 CAD in cash over the next 12 months for substantially all of the assets and business of Spruce Construction, consisting of vehicles, tools and equipment for the construction industry, the Spruce Construction name, and the existing book of construction business of Spruce Construction. Pursuant to the Asset Purchase Agreement, the Company, Boetzkes and Patrick Laurie, the CEO of the Company’s Canadian technology subsidiary, ECOIG Canada, have formed a new Alberta Business Corporation to own and deploy the construction assets, named Spruce Engineering & Construction Inc. The Company will own 85% of the voting interests of Spruce Engineering & Construction Inc., with Boetzkes owning 10% and Patrick Laurie 5%.

The closing of the Asset Purchase Agreement was subject to the satisfaction or waiver of customary conditions to closing, as disclosed in the term sheet for the project disclosed by the Company and filed as Exhibit 10.1 in the Company’s Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on August 11, 2021. The Company is accounting for the acquisition as a business combination under the guidance of ASC805.

Lock-Up Leak-Out Agreement

On October 4, 2021, in connection with the Asset Purchase Agreement, Boetzkes entered into a Lock-Up and Leak-Out Agreement with the Company pursuant to which, among other thing, such shareholder agreed to certain restrictions regarding the resale of the common stock issued pursuant to the Asset Purchase Agreement for a period of six months from the date of the Asset Purchase Agreement, as more fully detailed therein.

Shareholders Agreement

On October 4, 2021, in connection with the Asset Purchase Agreement, the Company entered into a shareholders agreement (the “Shareholders Agreement”) with Timothy Boetzkes and Patrick Laurie. Under the Shareholders Agreement, Patrick Laurie agreed to serve as the Chief Executive Officer and Timothy Boetzkes agreed to serve as the Chief Operating Officer of Spruce Engineering & Construction Inc. The Shareholders Agreement provides for certain terms of governance, restrictive covenants including confidentiality and noncompetition, and transfer restrictions on the parties’ equity with regards to Spruce Engineering & Construction Inc.

Employment Agreements

The acquisition of Spruce Construction is being accounted for as a business combination under ASC 805. The Company is continuing to gather evidence to evaluate what identifiable intangible assets were acquired, such as a customer list, and the fair value of each, and expects to finalize the fair value of the acquired assets within one year of the acquisition date.

The aggregate preliminary fair value of consideration for the Spruce Construction acquisition was as follows:

Schedule of preliminary Fair value Acquisition
	Amount
Notes payable issued to seller		103,698
1,000,000 shares of common stock		23,000
Noncontrolling interest		22,000
Total preliminary consideration transferred	$	148,698

During the quarter ended March 31, 2022, the Company has paid $0 against the note payable due on October 3, 2022.

The following information summarizes the preliminary allocation of the fair values assigned to the assets acquired and liabilities assumed at the acquisition date:

Schedule Of Recognized Identified Assets Acquired And Liabilities
Accounts Receivable	$	30,577
Trucks		41,974
Goodwill		103,188
Vehicle Note Payable		(27,041	)
Net assets acquired	$	148,698

As a result of the acquisition, The Company recognized goodwill of $103,188, representing the difference between the value of the acquired business, the assets acquired, and the initial noncontrolling interest of $22,000, representing 15% of the total value of the business that was not acquired by the Company.

NOTE 4-6. RELATED PARTY TRANSACTIONS

On Accrued officer compensation as of March ~~1, 2016,~~31, 2022 and December 31, 2021 was $393,400and $381,800 related to services rendered by the ~~Company executed two convertible notes of $4,902~~Company’s Chief Executive officer ~~each with former executives of the Company. These notes are each convertible into~~ ~~50,000,000~~ ~~shares of common stock. These notes are non-interest bearing. On October 14, 2019, one of these notes converted into~~ ~~50,000,000~~ ~~shares of common stock.~~.

NOTE 5.7. CONVERTIBLE NOTES

~~On December 9, 2019, the Company executed a convertible note with Pinnacle Consulting Services Inc. for $40,000~~ ~~which matured on~~ ~~June 9, 2020. This note bears interest at~~ 5% per annum, which is convertible into shares of the Company’s common stock. The note is convertible at the option of the holder, into such number of fully paid and non-assessable shares of common stock as is determined by dividing that portion of the outstanding principal balance under the note by the Conversion Price, which is a 35% discount of the lowest reported sale price of the common stock for the 15 trading days immediately prior to the date of conversion.

~~In May 2016, a consultant was awarded the right to receive~~ ~~100,000,000~~ shares of common stock. In May 2018, this right was assigned to Heritage Funding, Inc. and John English equally in exchange for $9,308 to be paid by the Company. The promissory note was convertible into 100,000,000 shares of common stock at a fixed price of $0.0009. In October 2019, Heritage Funding entered into a private transaction to sell the right to ~~45,000,000~~ ~~of its~~ ~~50,000,000~~ ~~shares to Blue Ridge Enterprises. Also, in October 2019, Blue Ridge Enterprises and Heritage Funding converted principal into~~ ~~45,000,000~~ ~~and~~ ~~5,000,000~~ shares of common stock, respectively. In May 2020, Robert L. Hymers purchased half of the remaining convertible promissory note and its related conversion rights from John English in a private transaction. In May 2020, John English converted principal of $~~2,451~~ ~~into~~ ~~25,000,000~~ ~~shares of common stock. The remaining principal balance owed to Robert L. Hymers of $2,451 is convertible into 25,000,000 shares of stock at September 30, 2021.~~

~~On May 12, 2020, the Company executed a convertible note with Pinnacle Consulting Services Inc. for $12,500~~ due on May 12, 2021. This note bears interest at 10% per annum and is convertible (in whole or in part), at the option of the Holder, into such number of fully paid and non-assessable shares of common stock as is determined by dividing that portion of the outstanding principal balance under this Note by the Conversion Price, which is fixed at $~~0.0025~~ ~~per share. On September 16, 2021 the note, along with accrued interest of~~ ~~1,688, was converted into~~ ~~5,675,342~~ ~~shares of common stock~~

~~On September 30, 2020, the Company executed a convertible note with Pinnacle Consulting Services Inc. for $21,000~~ due on September 30, 2021. This note bears interest at 10% per annum and is convertible (in whole or in part), at the option of the Holder, into such number of fully paid and non-assessable shares of common stock as is determined by dividing that portion of the outstanding principal balance under this Note by the Conversion Price, which is a 35% discount of the lowest reported sale price of the common stock for the 15 trading days immediately prior to the date of conversion.

On January 20, 2021, the Company entered into a securities purchase agreement with Geneva Roth Remark Holdings, Inc., providing for the issuance of a convertible promissory note in the principal amount of $~~45,000~~. The Company received net proceeds of $41,500. The principal balance of the note accrues interest at the rate of 10% per annum and becomes due on January 20, 2022. The note shall be convertible into common shares of the Company at the option of the holder after 180 days from the issue date until its maturity or date of payment of principal and interest, at a conversion price equal to 61% of the lowest trading price of the Company’s stock during the 20-day period preceding the day of conversion, representing a discount of 39% to the market. On June 10, 2021, the Company paid off the note in full, in the total amount including outstanding principal, interest, and pre-payment penalties of $~~65,744, and the current balance is $~~0.

On March 8, 2021, the Company entered into a securities purchase agreement dated as of March 8, 2021 with Geneva Roth Remark Holdings, Inc., providing for the issuance of a convertible promissory note in the principal amount of $~~53,500. The Company received net proceeds of $41,500~~. The principal balance of the note accrues interest at the rate of 10% per annum and becomes due on March 8, 2022. The note shall be convertible into common shares of the Company at the option of the holder after 180 days from the issue date until its maturity or date of payment of principal and interest, at a conversion price equal to 61% of the lowest trading price of the Company’s stock during the 20-day period preceding the day of conversion, representing a discount of 39% to the market. On June 10, 2021, the Company paid off the note in full, in the total amount including outstanding principal, interest, and pre-payment penalties of $~~76,911, and the current balance is $~~0.Convertible Notes Payable

On March 22, 2021, the Company entered into a convertible promissory note agreement with Claudia Villalta for the issuance of a convertible promissory note with a principal balance of $30,000. The note carries a 10% interest rate per annum and is convertible at a fixed price of $0.06 a share into a total of 500,000 common shares.

~~On April 22, 2021,~~ Due to the ~~Company entered into a securities purchase agreement~~variable conversion feature on the other notes, this note is tainted with ~~Geneva Roth Remark Holdings, Inc., providing for the issuance of a convertible promissory note in the principal amount of $38,750. The Company received~~no net ~~proceeds of $41,500. The principal balance of~~share settlement available, the note ~~accrues interest at the rate of 10% per annum and becomes due on April 22, 2022. The note shall be convertible into common shares of the Company at the option of the holder after 180 days~~conversion feature was bifurcated from the ~~issue date until its maturity or date of payment of principal~~note and ~~interest, at~~recorded as a conversion price equal to 61% of the lowest trading price of the Company’s stock during the 20-day period preceding the day of conversion, representing a discount of 39% to the market. On September 13, 2021, the Company paid off the note in full, in the total amount including outstanding principal, interest, and pre-payment penalties of $~~56,331, and the current balance is $~~0.derivative liability.

On April 23, 2021, the Company issued a 10% convertible promissory note in the principal amount of $45,000 pursuant to a securities purchase agreement of the same date to GS Capital Partners, LLC. The Company received $40,500 from the sale of the convertible promissory note after deductions of an original issue discount of $2,000 and investor’s attorney fees of $2,500. The convertible promissory note becomes due on April 23, 2022 and carries interest on the principal amount outstanding of 10% per annum. The principal amount of the note is convertible at the holder’s option into shares of the Company's common stock at a conversion price equal to 61% of the lowest trading price of the Company’s common stock for the twenty prior trading days. During the three months ended September 30, 2021, the Company repaid $35,000 of principal, and on July 21, 2021, the Company paid off the note in full, in the total amount including outstanding principal, interest, and pre-payment penalties of $17,195.

On June 4, 2021, the Company entered into a securities purchase agreement (the “Labrys SPA”) with Labrys Fund, LP (“Labrys”), pursuant to which the Company issued a 12% promissory note (the “Labrys Note”) with a maturity date of June 3, 2022 (the “Labrys Maturity Date”), in the principal sum of $1,000,000. Pursuant to the terms of the Labrys Note, the Company agreed to pay to $225,000 (the “Principal Sum”) to Labrys and to pay interest on the principal balance at the rate of 12% per annum. The Labrys Note carries an original issue discount (“OID”) of $22,500. Accordingly, on the Closing Date (as defined in the Labrys SPA), Labrys paid the purchase price of $202,500 in exchange for the Labrys Note. Labrys may convert the Labrys Note into the Company’s common stock (subject to the beneficial ownership limitations of 4.99% in the Labrys Note) at any time at a fixed conversion price equal to $0.023 per ~~share.~~share but can be reset if the Company issues instruments at a lower price. The Company paid $14,650 of deferred financing costs which are amortized through the maturity date of the note. During the ~~three months~~quarter ended ~~September 30, 2021~~March 31, 2022 the company made payments of $~~35,000~~77,00,0, reducing the outstanding note balance to $~~190,000~~148,000

~~The Company may prepay the Labrys Note at any time prior~~. Due to the ~~date that an Event~~dilutive issuance clauses on the conversion price, the note conversion feature was bifurcated from the note and recorded as a derivative liability. During the three months ended March 31, 2022, $139,500 of ~~Default (as defined~~principal and $27,000 in ~~the Labrys Note) occurs at an amount equal to 100% of the Principal Sum then outstanding plus accrued and unpaid interest (no prepayment premium) plus $750~~.00 for administrative fees. The Labrys Note contains customary events of default relating to, among other things, payment defaults, breach of representations and warranties, and breach of provisions of the Labrys Note or Labrys SPA.

Upon the occurrence of any Event of Default, the Labrys Note shall become immediately due and payable and the Company shall pay to Labrys, in full satisfaction of its obligations hereunder, an amount equal to the Principal Sum then outstanding plus accrued interest multiplied by 125% (the “Default Amount”). Upon the occurrence of an Event of Default, additional interest will accrue from the date of the Event of Default at the rate equal to the lower of 16% per annum or the highest rate permitted by law.

~~The Labrys Note requires that we reserve from our authorized and unissued common stock a number of shares equal to the greater of: (a)~~ ~~16,434,782~~ shares of our common stock, or (b) the sum of (i) the number of shares of common stock issuable upon conversion of or otherwise pursuant to the Labrys Note and such additional shares of common stock, if any, as are issuable on account of interest on the Note pursuant to the Labrys SPA issuable upon the full conversion of the Labrys Note (assuming no payment of the principal amount or interest) as of any issue date multiplied by (ii) one and a half. We are subject to penalties for failure to timely deliver shares to Labrys following a conversion request.

The Labrys SPA and the Labrys Note contain covenants and restrictions common with this type of debt transaction. Furthermore, we are subject to certain negative covenants under the Labrys SPA and the Labrys Note, which we believe are customary for transactions of this type. At November 15, 2021, we were in compliance with all covenants and restrictions.

~~In conjunction with the issuance of the Labrys Note, the Company issued a five year warrant exercisable for~~ ~~6,818,181~~ ~~shares of common stock at an exercisable price of $0.033~~ per share subject to anti-dilution and price protection adjustments. The warrants are accounted for as a liability based on the variable number of shares issuable under outstanding convertible debt and the warrants. On September 3, 2021, Labry’s elected to exercise the warrant on a cashless basis in exchange for ~~5,871,211~~was converted into 54,369,190 shares of common stock. ~~The warrant is no longer outstanding and~~In addition the ~~related liability has been settled~~company repaid $8,500 in principal to settle the note in full.

On August 23, 2021, the Company entered into a securities purchase agreement (the “Blue Lake SPA”) with Blue Lake Partners, LLC (“Blue Lake”), pursuant to which the Company issued a 12% promissory note (the “Blue Lake Note”) with a maturity date of August 23, 2022 (the “Blue Lake Maturity Date”), in the principal sum of $150,000. Pursuant to the terms of the Blue Lake Note, the Company agreed to pay to $150,000 (the “Principal Sum”) to Blue Lake and to pay interest on the principal balance at the rate of 12% per annum. The Blue Lake Note carries an original issue discount (“OID”) of $15,000. Accordingly, on the Closing Date (as defined in the Blue Lake SPA), Blue Lake retained an additional $9,450 of legal fees and paid the purchase price of $125,500 in exchange for the Blue Lake Note. Blue Lake may convert the Blue Lake Note into the Company’s common stock (subject to the beneficial ownership limitations of 4.99% in the Blue Lake Note) at any time at a fixed conversion price equal to $0.02 per ~~share.~~

share but can be reset if the Company issues instruments at a lower price. Due to the dilutive issuance clauses on the conversion price, the note conversion feature was bifurcated from the note and recorded as a derivative liability. During the three months ended March 31, 2022, $42,250 of principal was converted into 16,900,000 shares of common stock.

The Company may prepay the Blue Lake Note at any time prior to the date that an Event of Default (as defined in the Blue Lake Note) occurs at an amount equal to 100% of the Principal Sum then outstanding plus accrued and unpaid interest (no prepayment premium) plus $7530.00 for administrative fees. The Blue Lake Note contains customary events of default relating to, among other things, payment defaults, breach of representations and warranties, and breach of provisions of the Blue Lake Note or Blue Lake SPA.

Upon the occurrence of any Event of Default, the Blue Lake Note shall become immediately due and payable and the Company shall pay to Blue Lake, in full satisfaction of its obligations hereunder, an amount equal to the Principal Sum then outstanding plus accrued interest multiplied by 125% (the “Default Amount”). Upon the occurrence of an Event of Default, additional interest will accrue from the date of the Event of Default at the rate equal to the lower of 16% per annum or the highest rate permitted by law.

The ~~Labrys~~Blue Lake Note requires that the Company reserve from its authorized and unissued common stock a number of shares equal to the greater of: (a) 11,250,000 shares of our common stock, or (b) the sum of (i) the number of shares of common stock issuable upon conversion of or otherwise pursuant to the Blue Lake Note and such additional shares of common stock, if any, as are issuable on account of interest on the Note pursuant to the Blue Lake SPA issuable upon the full conversion of the Blue Lake Note (assuming no payment of the principal amount or interest) as of any issue date multiplied by (ii) one and a half. The Company is subject to penalties for failure to timely deliver shares to Blue Lake following a conversion request.

The Blue Lake SPA and the Blue Lake Note contain covenants and restrictions common with this type of debt transaction. Furthermore, the Company are subject to certain negative covenants under the Blue Lake SPA and the Blue Lake Note, which we believe are customary for transactions of this type. At ~~November 15, 2021,~~March 31, 2022, we were in compliance with all covenants and restrictions.

In conjunction with the issuance of the Blue Lake Note, the Company issued a5 five year warrant exercisable for 6,000,000 shares of common stock at an exercisable price of $0.025 per share subject to anti-dilution and price protection adjustments. The warrants are accounted for as a liability based on the variable number of shares issuable under outstanding convertible debt and the warrants.

The Company determined that the conversion options in certain of the notes discussed above met the definition of a liability in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock. The Company bifurcated the embedded conversion option in the notes once the note becomes convertible and account for it as a derivative liability.

During the ~~nine months~~quarter ended ~~September 30, 2021,~~March 31, 2022, the fair value of new derivative liabilities on the new issuance of debt amounted to $~~502,347~~68,000 upon inception, with debt discount of $~~233,618~~68,000 ~~recognized and a loss on derivative issuance of $268,729~~ recognized, included in interest expense on the consolidated statements of operations. The Derivative liabilities on the Company’s various convertible debt instruments had an estimated fair value of $~~433,735~~ ~~as of September 30, 2021. As a result of payments made on convertible notes, the Company recorded $122,805~~ ~~of derivative liability relief during the nine months ended September 30, 2021~~recognized. The Company recognized a ~~gain~~combined loss on the change in fair value of the derivative liability and settlement of derivatives through payment of convertible notes of $~~47,960~~3,563,261 during the ~~nine months~~quarter ended ~~September 30, 2021.~~March 31, 2022. The Black Scholes valuation model included inputs of volatility of between ~~214,8%~~209% and ~~600.9%~~625%, a dividend yield of 0%, risk free rate of ~~0.03%-0.98%~~0.28%-2.42% and a term of between 0.5 years and ~~five years.~~4.5 years.

Convertible notes payable are comprised of the following:

Schedule of convertible notes payable
	March 31,			December 31,
	2022			2021
Convertible note payable – Claudia Magdalena Villalta	$	30,000		$	30,000
Convertible note payable – Labrys	$	—		$	148,000
Convertible notes payable- Blue Lake Holdings	$	107,750		$	150,000
Total	$	137,750		$	328,000
Less debt discounts	$	(59,589	)	$	(198,781	)
Net	$	78,161		$	129,219
Less current portion	$	(78,161	)	$	(129,219	)
Long term portion	$	—		$	—

As of ~~September 30, 2021,~~March 31, 2022, there were ~~48,192,308~~1,405,612,245 shares of common stock that may be issued under the convertible notes payable described ~~above, and~~ ~~6,000,000~~ ~~shares issuable under common stock warrants.~~above.

As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, unamortized debt discount was $~~300,863~~ 59,589and $~~14,935~~198,781, respectively. During the ~~nine months~~quarter ended ~~September 30, 2021,~~March 31, 2022, the Company amortized $~~174,822~~ of debt discount of $139,192 to interest expense. Accrued interest on convertible notes was $~~22,682~~13,923 as of March 31, 2022.

Convertible Notes Payable – Related Parties

On March 1, 2016, the Company executed two convertible notes of $4,902each with former executives of the Company. These notes are each convertible into 50,000,000shares of common stock. These notes are non-interest bearing. On October 14, 2019, one of these notes converted into commonstock. In May 2020, Robert L. Hymers purchased half of the remaining convertible promissory note and its related conversion rights from John English in a private transaction. In May 2020, John English converted principal of $2,451 into 25,000,000 shares of common stock. The remaining principal balance owed to Robert L. Hymers of $2,451 was convertible into 25,000,000 shares of stock at December 31, 2021. On January 10, 2022, the Company issued 18,500,000 shares of common stock to Hymers upon partial conversion of the principal balance of the promissory note, so that as of the date of this filing, the note is convertible into 6,500,000 shares of common stock.

On December 9, 2019, the Company executed a convertible note with Pinnacle Consulting Services Inc.(“Pinnacle”), which is owned by Robert Hymers, for $40,000 which matured on June 9, 2020. This note bears interest at 5% per annum, which is convertible into shares of the Company’s common stock. The note is convertible at the option of the holder, into such number of fully paid and non-assessable shares of common stock as is determined by dividing that portion of the outstanding principal balance under the note by the Conversion Price, which is a 35% discount of the lowest reported sale price of the common stock for the 15 trading days immediately prior to the date of conversion. Due to the variable conversion feature, the note conversion feature was bifurcated from the note and recorded as a derivative liability.

On June 30, 2020, the Company executed a convertible note with Pinnacle for $21,000due on June 30, 2021. This note bears interest at 10% per annum and is convertible (in whole or in part), at the option of the Holder, into such number of fully paid and non-assessable shares of common stock as is determined by dividing that portion of the outstanding principal balance under this Note by the Conversion Price, which is a 35% discount of the lowest reported sale price of the common stock for the 15 trading days immediately prior to the date of conversion. Due to the variable conversion feature, the note conversion feature was bifurcated from the note and recorded as a derivative liability.

On October 19, 2021, the Company executed a convertible note with Pinnacle, for $180,000, to settle outstanding consulting fees, due on April 19, 2022. This note bears interest at 10% per annum and is convertible (in whole or in part), at the option of the Holder, into such number of fully paid and non-assessable shares of common stock as is determined by dividing that portion of the outstanding principal balance under this Note by the Conversion Price of $0.0075 but can be reset if the Company issues instruments at a lower price. Due to the dilutive issuance clauses on the conversion price, the note conversion feature was bifurcated from the note and recorded as a derivative liability.

On March 23, 2022, the Company executed a convertible note with Robert Hymers for $55,000due on September 19, 2022. This note bears interest at 10% per annum and is convertible (in whole or in part), at the option of the Holder, into such number of fully paid and non-assessable shares of common stock as is determined by dividing that portion of the outstanding principal balance under this Note by the Conversion Price, $0.000098. On April 21, 2022, the Company and Hymers entered into a debt exchange agreement, whereby the Company exchanged the $55,000 Note convertible at a Conversion Price of $0.000098 per share for a $60,000 note convertible at $0.002 per share, all other note terms remaining unchanged.

The Company determined that the conversion options in the certain of the notes discussed above met the definition of a liability in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock. The Company bifurcated the embedded conversion option in the note once the note becomes convertible and account for it as a derivative liability.

On March 25, 2022, the Company executed a convertible note with Alma Otey, a related party, for $23,000, due on July 13, 2022. This note bears interest at 10% per annum and is convertible (in whole or in part), at the option of the Holder, into such number of fully paid and non-assessable shares of common stock as is determined by dividing that portion of the outstanding principal balance under this Note by the Conversion Price of $0.000098 but can be reset if the Company issues instruments at a lower price. Due to the dilutive issuance clauses on the conversion price, the note conversion feature was bifurcated from the note and recorded as a derivative liability. The note requires monthly payments of $7,333.34 until the balance is paid in full.

Convertible notes payable – related parties are comprised of the following:

Schedule of convertible notes payable
	March 31,			December 31,
	2022			2021
Convertible notes payable – Pinnacle Consulting Services	$	241,000		$	241,000
Convertible notes payable – Robert Hymers		58,153			4,875
Convertible notes payable- Alma Otey	$	23,000		$	—
Total	$	322,153		$	245,875
Less debt discounts	$	(93,092	)	$	(107,802	)
Net	$	229,061		$	138,073
Less current portion	$	(229,061	)	$	(138,073	)
Long term portion	$	—		$	—

As of March 31, 2022, there were 849,610,676 shares of common stock that may be issued under the convertible notes payable described above.

As of March 31, 2022 and December 31, 2021, unamortized debt discount was $93,092 and $~~4,051~~107,802, respectively. During the quarter ended March 31, 2022, the Company amortized debt discount of $92,710 to interest expense. Accrued interest on convertible notes was $10,648 as of ~~September 30, 2021~~ March 31, 2022.

Derivative liabilities

The Company determined that the conversion options in the certain of the notes discussed above met the definition of a liability in accordance with ASC Topic No. 815 - 40, Derivatives and ~~December~~Hedging - Contracts in Entity’s Own Stock. The Company bifurcated the embedded conversion option in the note once the note becomes convertible and account for it as a derivative liability.

During the quarter ended March 31, ~~2020, respectively.~~2022, the fair value of new derivative liabilities on the new issuance of debt amounted to $68,000 upon inception, with debt discount of $68,000 recognized. The Company recognized a combined loss on the change in fair value of the derivative liability and settlement of derivatives through payment of convertible notes of $310,621 during the quarter ended March 31, 2022. The Black Scholes valuation model included inputs of volatility of between 209% and 625%, a dividend yield of 0%, risk free rate of 0.28%-2.42% and a term of between 0.5 years and 4.5 years.

The table below presents the change in the fair value of the derivative liability:

Schedule Of Derivative Liabilities At Fair Value
Fair Value as of January 1, 2022	$	2,328,234
Initial recognition of derivative added as debt discount		185,959
Settlement of derivative liability as a result of payment on convertible notes		(6,108	)
Settlement of derivative liability as a result of conversion of convertible notes and Series C Preferred Stock Liability		(310,621	)
Loss on change in fair value		3,569,369
Fair Value as of March 31, 2022		5,766,832

NOTE 9.8. SUBSEQUENT EVENTS

On ~~October 4, 2021,~~April 1, 2022, the Company issued ~~4,000,000~~ 68,750 shares of Series C Preferred Stock to Geneva Roth Remark Holdings pursuant to a stock purchase agreement for consideration of $65,000, which was paid on April 29, 2022. The 68,750 shares of Series C Preferred Stock are convertible to shares of common stock at a discount rate of 37% from the average of the two lowest closing bid prices for ~~services.~~the Company’s common stock during the 15 trading days prior to the conversion. The Company’s shares of Series C Preferred Stock rank senior with respect to dividends and right of liquidation to the Company’s common stock and junior with respect to dividends and right of liquidation to all existing and future indebtedness of the Company and existing and outstanding preferred stock of the Company. The Company’s shares of Series C Preferred Stock have no right to vote and carry an annual dividend of 10% which is cumulative and payable solely upon redemption, liquidation or conversion. The Company has the right to redeem the 68,750 shares of Series C Preferred Stock up to 180 days following the issuance date. As of the date of this quarterly report, the Company has 147,500 shares of Series C Preferred Stock outstanding.

Subsequent to March 31, 2022, the Company issued 41,057,692 shares of common stock to Geneva Roth Remark Holdings in conversion of 50,000 shares of Series C Convertible Preferred Stock.

On April 1, 2022, following approval by the Company’s Board of Directors and a majority of the outstanding voting stock of the Company, the Company filed Third Amended and Restated Articles of Incorporation with the State of Nevada reflecting an increase in the Company’s authorized common stock from 1,000,000,000 shares at $0.001 par value per share to 2,000,000,000 shares at $0.0001 par value per share, effective April 1, 2022.

On October 4, 2021, the Company entered into an Asset Purchase Agreement to acquire construction equipment and form a new Canadian engineering and construction company in Canada. Under the Asset Purchase Agreement, the Company agreed to pay one million shares of common stock for substantially all of the assets and business of the Canadian construction firm. Pursuant to the Asset Purchase Agreement, the Company and its Canadian partners, who own 15% of the Canadian venture, formed a new entity to own and deploy the construction assets. In connection with the Asset Purchase Agreement, the Company entered into (i) a Lock-Up and Leak-Out Agreement with the seller pursuant to which, among other thing, such shareholder agreed to certain restrictions regarding the resale of the common stock issued pursuant to the Asset Purchase Agreement for a period of six months from the date of the Asset Purchase Agreement, (ii) a Shareholders Agreement with the Company’s Canadian partners for certain terms of governance, restrictive covenants including confidentiality and noncompetition, and transfer restrictions on the parties’ equity, and (iii) Employment Agreements with the Company’s Canadian partners.

On April 21, 2022, the Company entered into an amendment number one to an Asset Purchase Agreement with Boetzkes and Spruce Construction, to extend the due date for business reimbursement payments in the amount of approximately $56,000 due to Boetzkes and Spruce Construction under the Asset Purchase Agreement. Under the Asset Purchase Agreement, a $56,000 payment was due at 6 months after closing, and pursuant to the April 21, 2022 amendment, that payment is now due at 12 months after the closing date, or October 3, 2022.

On May 10, 2022, the Company entered into a Securities Purchase Agreement (the “Coventry SPA”) by and between the Company and Coventry Enterprises, LLC (“Coventry”). Pursuant to the terms of the Coventry SPA, the Company agreed to issue and sell, and Coventry agreed to purchase (the “Purchase”), a promissory note in the aggregate principal amount of $150,000 (the “Coventry Note”). The Coventry Note has an original issue discount of $30,000, resulting in gross proceeds to the Company of $120,000. Pursuant to the terms of the Coventry SPA, the Company also agreed to issue 10,000,000 shares of restricted common stock to Coventry as additional consideration for the purchase of the Coventry Note. The Coventry Note bears interest at a rate of 10% per annum, with guaranteed interest (the “Guaranteed Interest”) of $15,000 is deemed earned as of May 10, 2022. The Coventry Note matures on May 9, 2023. The principal amount and the Guaranteed Interest is due and payable in seven equal monthly payments of $23,571.42, commencing on November 8, 2022 and continuing on the 22nd day of each month thereafter until paid in full not later than May 9, 2023. Any or all of the principal amount and the Guaranteed Interest may be prepaid at any time and from time to time, in each case without penalty or premium. If an Event of Default (as defined in the Note) occurs, consistent with the terms of the Note, the Note will become convertible, in whole or in part, into shares of the Company’s common stock at Coventry’s option, subject to a 4.99% equity blocker (which may be increased up to 9.99% by Coventry). The conversion price is 90% of the lowest per-share trading price during the 20-trading day period before conversion. In addition to certain other remedies, if an Event of Default occurs, consistent with the terms of the Note, the Note will bear interest on the aggregate unpaid principal amount and Guaranteed Interest at the rate of the lesser of 18% per annum or the maximum rate permitted by law.

On May 11, 2022, the Company issued 3,219,047 shares of common stock to Blue Lake Holdings in partial conversion of a promissory note, where the remaining principal balance due under the note after the conversion was $107,750.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~Organizational History~~This discussion and analysis may include statements regarding our expectations with respect to our future performance, liquidity, and capital resources. Such statements, along with any other non-historical statements in the discussion, are forward-looking. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, factors listed in other documents we file with the Securities and Exchange Commission (the "SEC''). We do not assume an obligation to update any forward-looking statements. Our actual results may differ materially from those contained in or implied by any of the ~~Company and Overview~~forward-looking statements contained herein.

Overview and Financial ~~information contained~~Condition

We are an innovative entrant into the green technology licensing and construction space, and as a recently registered publicly traded company with our initial S-1 registration statement declared effective as of January 15, 2021 and our common stock registered under Section 12(g) of the Exchange Act on April 27, 2022, we are one of the few publicly-traded green technology development firms in ~~this report and in our financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.~~

Inthe U.S. As of the date of this Quarterly Report, ~~unless otherwise specified, all dollar amounts are expressed~~we have more than two years of implementing our business plan under new management following our change of control in ~~United States dollars~~late February 2020.

Our total operating and ~~all references to “common shares” refer~~other expenses in excess of our gross profit have resulted in a net loss of $6,632,146 for the year ended December 31, 2021, and a net loss of $4,533,710 for the quarter ended March 31, 2022, which, considered in light of our past financial performance, give rise to the ~~common shares~~going concern statement below. In furthering our business, as described in Item 1 above concerning our ~~capital stock.~~business and operations, we are seeking to license commercially viable green technologies that fulfill concrete market demands, and develop product applications that we can sell into the market. Our technology licensing and product development activities are spearheaded by Julia Otey-Roades, our Chief Executive Officer.

~~As used in this Quarterly Report~~Green Construction Division – USA and ~~unless otherwise indicated, the terms “we”, “us”, “our” and “the Company” mean Eco Innovation Group,~~Canada

Spruce Engineering & Construction, Inc. – Canada

Asset Purchase Agreement

~~Business Strategy~~

On October 4, 2021, Eco Innovation Group, Inc. is(the “Company”) entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Spruce Construction, Inc., an Alberta Business Corporation (“Spruce Construction”) and Timothy Boetzkes (“Boetzkes”), a ~~socially responsible~~resident of the Province of Alberta, Canada and ~~sustainability-focused technology incubator devoted~~the sole shareholder of Spruce Construction, pursuant to which, the Company, Boetzkes and Spruce Construction agreed to to effect an asset purchase agreement for existing construction equipment and form a new Canadian engineering and construction company in Canada.

Under the Asset Purchase Agreement, the Company agreed to pay Boetzkes one million shares of the Company’s restricted common stock for substantially all of the assets and business of Spruce Construction, consisting of vehicles, tools and equipment for the construction industry, the Spruce Construction name, and the existing book of construction business of Spruce Construction. Pursuant to the ~~commercialization~~Asset Purchase Agreement, the Company, Boetzkes and Patrick Laurie, the CEO of ~~select intellectual property~~the Company’s Canadian technology subsidiary, ECOIG Canada, have formed a new Alberta Business Corporation to own and deploy the construction assets, named Spruce Engineering & Construction Inc. The Company will own 85% of the voting interests of Spruce Engineering & Construction Inc., with Boetzkes owning 10% and Patrick Laurie 5%.

On April 21, 2022, the Company entered into an amendment number one to the Asset Purchase Agreement with Boetzkes and Spruce Construction, to extend the due date for business reimbursement payments in the amount of approximately $56,000 due to Boetzkes and Spruce Construction under the Asset Purchase Agreement. Under the Asset Purchase Agreement the $56,000 payment was due at 6 months after closing, and pursuant to the April 21, 2022 amendment, that ~~given~~payment is now due at 12 months after the ~~right business platform, has~~closing date, or October 3, 2022. The closing of the ~~potential~~Asset Purchase Agreement was subject to ~~achieve high-value commercial success. Our value creation strategy is a strategic approach~~the satisfaction or waiver of customary conditions to ~~environmental sustainability: we seek innovative socially responsible products~~closing, as disclosed in the term sheet for the project disclosed by the Company and ~~technologies~~filed as Exhibit 10.1 in the Company’s Current Report on Form 8-K filed by the Company with the ~~potential to create globally important paradigm shifts in energy efficiency~~Securities and environmental sustainability. Consistent with our strategy, we seek to license, develop and market environmentally sustainable and socially responsible technologies that have compelling market potential.

~~Market Opportunity~~

We believe our strategic approach to environmental sustainability and socially responsible technology development offers an attractive value proposition. Environmental sustainability and social responsibility are at the core of a rapidly growing target market recognized for its growth prospects, driven by consumer preference, competitive imperative, regulatory impacts, investor mandates and capital markets. Consumers, both individual and institutional, are core to the change.

According to a report published by Deloitte in February 2020, environmental, social, and governance (ESG) investing is rapidly growing in major global economies and capital markets. As reported by Deloitte, ESG-mandated assets in the United States could grow almost three times as fast as non-ESG-mandated assets to comprise half of all professionally managed investments by 2025, and an estimated 200 new funds in the United States with an ESG investment mandate are expected to launch over the next three years, more than doubling the activity from the previous three years. Also, the Governance and Accountability Institute suggested that 86% of S&P 500 companies published sustainability reports in 2018 – up from 20% in 2011. Studies conducted by NYU Stern and Bank of America reported that consumers are also increasingly looking to align themselves with sustainable companies that serve a greater social purpose.

In our approach to the Company’s market opportunity, we not only look for great people with great technology, as part of our nine-step “Evaluation to Market” discipline, we also look to choose scalable technology opportunities and to maximize profit margins.Exchange Commission on August 11, 2021.

~~Business Model~~Lock-Up Leak-Out Agreement

AsOn October 4, 2021, in connection with the Asset Purchase Agreement, Boetzkes entered into a ~~technology incubator, Eco Innovation Group works~~Lock-Up and Leak-Out Agreement with the Company pursuant to ~~bring new technologies~~which, among other thing, such shareholder agreed to ~~consumers by providing~~certain restrictions regarding the ~~services needed~~resale of the common stock issued pursuant to ~~manufacture~~the Asset Purchase Agreement for a period of six months from the date of the Asset Purchase Agreement, as more fully detailed therein.

Shareholders Agreement

On October 4, 2021, in connection with the Asset Purchase Agreement, the Company entered into a shareholders agreement (the “Shareholders Agreement”) with Timothy Boetzkes and ~~distribute products incorporating~~Patrick Laurie. Under the ~~technology. We~~Shareholders Agreement, Patrick Laurie agreed to serve as the Chief Executive Officer and Timothy Boetzkes agreed to serve as the Chief Operating Officer of Spruce Engineering & Construction Inc. The Shareholders Agreement provides for certain terms of governance, restrictive covenants including confidentiality and noncompetition, and transfer restrictions on the parties’ equity with regards to Spruce Engineering & Construction Inc.

Employment Agreements

On October 4, 2021, in connection with the Asset Purchase Agreement, Spruce Engineering & Construction Inc., of which the Company is the 85% voting equity holder, entered into employment agreements (the “Employment Agreements”) with Timothy Boetzkes and Patrick Laurie, pursuant to which Patrick Laurie shall serve as the Chief Executive Officer and Timothy Boetzkes shall serve as the Chief Operating Officer of Spruce Engineering & Construction Inc. Ancillary to the Employment Agreements, Boetzkes and Laurie also entered into restricted stock award agreements governing their minority equity stakes in Spruce Engineering & Construction Inc., which provide ~~technology developers with strong commercialization support from concept and product development~~for a repurchase option allowing Spruce Engineering & Construction Inc. to marketing and promotion, as described in greater detail below. With a focus on socially responsible and sustainable technologies, we seek out innovative inventors developing technologies with socially responsible benefitsclawback equity in the ~~areas~~event of ~~energy efficiency, carbon emissions reduction, environmentally sustainable housing, green foods, and clean water. We focus specifically on developing sustainable and socially responsible technologies~~the employees’ for-cause termination.

ECOX Spruce Construction, Inc. – USA

On January 4, 2022, the Company formed a subsidiary, ECOX Spruce Construction, Inc., a California corporation (“ECOX Spruce Construction”), for the ~~U.S.~~purpose of starting a green construction division. Pursuant to a letter of intent (LOI) between ECOX and ~~international markets.~~Edgar E. Aguilar ("Aguilar"), a resident of California and licensed California general contractor, Aguilar agreed to manage the operation of ECOX Spruce Construction’s construction business in California as its Responsible Managing Officer. Under the Company’s existing LOI with Aguilar, Blueprint Construction will own 20% of the equity interests of ECOX Spruce Construction Inc., and the Company will own 80%. ECOX Spruce Construction is in the process of securing a general contractor license in California, with the Company’s Chief Executive Officer as principal applicant. That application was approved and the Company is in the process of securing workman’s compensation insurance and bonding so that the license will become active. Once ECOX Spruce Construction is fully licensed and bonded as a California general contractor, the Company intends to seek certification as a Women’s Business Enterprise.

~~Our services are provided through~~Going Concern

Because of recurring operating losses, net operating cash flow deficits, and an accumulated deficit, our independent auditors have indicated in their report on our March 31, 2022 financial statements that there is substantial doubt about our ability to continue as a nine-step “Evaluation to Market” process, used to identify and develop scalable technology opportunities that will have market potential with the application of strong commercialization support. The Evaluation to Market process consists of the application of our capital and management expertise through our provision of the following services:going concern.

~~Idea Generation: identifying goods and services that fit our corporate socially responsible and sustainable objectives.~~

~~Idea Screening: working directly with Inventors, Developers and Entrepreneurs to identify products and services for commercialization.~~

~~Concept Development and Testing: working directly with Inventors, Developers and Entrepreneurs to build prototypes and proof of concept for commercialization.~~

Market Strategy Development: there are lots of great ideas, but not all pass the market strategy development. The market analysis helps us determine if a product has market potential and also meets our corporate objectives.

~~Business Analysis: During this process we identify markets, competition, cost analysis, manufacturing options, logistics and distribution channels.~~

~~Technology Licensing: using our attorneys to protect IP with patents and trademarks as well as licensing agreements.~~

~~Product Development: engineering design, manufacturing prior to market introduction.~~

~~Test Marketing/Promotion: using market analytics to test market and solidify our market projections.~~

~~Commercialization: introducing products to market and realizing revenue.~~

The ~~Company currently has three product technologies in steps six and seven of the above process: the JouleBox® Power Station, the PowerBooster~~^TM ~~electric generation technology, and the MagnoSpring~~^TM~~spring magnetic motor. As part of the application~~continuation of our capital and management expertise through this nine-step Evaluation to Market process, the Company works closely with our inventors and innovators to develop and test the product concepts and applications, to build application-ready prototypes, to develop the technology marketing strategies, and work with the independent distributors as well as the contract manufacturers to get final products to consumers. While the Company does not create or originate the technologies behind the products, we provide these valuable services to enable the inventors of the technologies to take their innovations from concept to market. The Company has identified and is working directly with several contract manufacturers to allow us to scale manufacturing capacity to meet expected product demand.

~~By employing a~~ business plan purposefully designed to use leased employees, independent contractors and contract manufacturers to scale production and meet the demands of taking our products to market, the Company believes it will be able to accomplish its goals of delivering products at the lowest cost and greatest efficiency utilizing its limited infrastructure.

~~Our Technology Agreements~~

~~JouleBox® Power Station Contract Manufacturing Agreement~~

On August 25, 2020, the Company signed a Master Outsourcing Contract Manufacturing Agreement with Eco-Gen Energy, Inc. (“Eco-Gen”), pursuant to which the Company has contracted to manage the production and delivery of Eco-Gen’s JouleBox® Power Station. The Master Outsourcing Contract Manufacturing Agreement with Eco-Gen is a related party transaction insofar as our CEO and controlling Stockholder, Julia Otey-Raudes, is a director and shareholder of Eco-Gen, and in that the Company’s offices are provided to the Company by Eco-Gen in a space located within Eco-Gen’s corporate offices. Our CEO and controlling Stockholder, Julia Otey-Raudes, owns 20.66% ~~of Eco-Gen’s outstanding voting stock as of the date of this quarterly filing.~~

Under the Eco-Gen agreement, the Company has contracted to provide material purchase and management services, supply base management services, final product and component production services, delivery services, inventory management services, and related financial services for the production and delivery of Eco-Gen’s JouleBox® Power Station. Pursuant to an addendum to this Eco-Gen agreement dated August 26, 2020, Eco-Gen is required to advance payment to the Company prior to the Company’s performance of these services with relation to Eco-Gen’s clients. The Company entered into this addendum to the agreement with Eco-Gen due to the credit risk that the Company perceived with relation to Eco-Gen’s clients, upon whose business Eco-Gen, and therefore the Company, are dependent. The Company records Eco-Gen revenue as earned, pursuant to the addendum to the Eco-Gen agreement.

To perform our obligations under the Eco-Gen agreement, the Company will engage contract manufacturers and other independent contractors to perform the services and charge the cost of goods and services through to Eco-Gen with a 15% margin. As the services will be outsourced by the Company using third parties, including (but not limited to) intellectual property legal counsel to register trademarks and patents, engineering and manufacturing firms to design and produce the Company’s products, and marketing and advertising firms, the Company plans to manufacture and source products under the Eco-Gen agreement with limited personnel resources.

Eco-Gen is a technology development and intellectual property holding company with no full-time employees. Eco-Gen’s management does not possess the time or resources to enter into the outsourcing agreements necessary to commercialize the company’s technology on their own, and as such, we understand that our services answer a specific need for Eco-Gen. With no full-time employees, Eco-Gen outsources the majority of its service needs. Our business model and service strategy are intended to meet that need, for Eco-Gen and for all of our customers.

Eco-Gen Energy, Inc. is a private Nevada corporation formed on March 23, 2009. According to the unaudited financial statements provided by Eco-Gen Energy, Inc., as of the fiscal year-end at December 31, 2019 and as of November 21, 2020, Eco-Gen had total current assets of $269,778.44 and $272,297.26, respectively, and total cash on hand as of November 21, 2020 was $267,297.26, consisting primarily of funds held in savings and checking accounts. According to Eco-Gen Energy, Inc.’s unaudited financial statements for the fiscal year ending December 31, 2019, Eco-Gen had total net loss of ($247,486.74), with total income at $812,224.23, total cost of goods sold of $430,551.94, gross profit of $381,672.29, and total expenses of $675,188.38. For the 2020 fiscal year as of November 21, 2020, Eco-Gen had total income of $25,800.00 and total cost of goods sold of $5,000.00, for a gross profit of $20,800.00, and total expenses of $28,281.18, for an operating loss of ($7,481.18) as of November 21, 2020, according to the unaudited financial statements provided by Eco-Gen Energy, Inc.

With relation to Eco-Gen’s primary contracted technology, the JouleBox® Power Station, the agreement between the Company and Eco-Gen requires that Eco-Gen pay all Company services in advance and does not require the Company to extend credit to Eco-Gen. As our services for the production of the JouleBox® Power Station must be pre-paid by Eco-Gen, we anticipate that none of the proceeds of this Offering will be necessary to allow the Company to perform services related to contract manufacturing of the JouleBox® Power Station under the contract with Eco-Gen. We expect our work with Eco-Gen to be focused primarily on the JouleBox® Power Station over the next 12 months following the Offering. Eco-Gen has a ten-year operating history and approximately 200 shareholders.

~~Our business with and anticipated revenue from Eco-Gen~~ is dependent upon our ability to ~~perform under our agreement with Eco-Gen, and dependent on both the functionality of Eco-Gen’s JouleBox® Power Station technology and the ability of Eco-Gen’s customers~~generate sufficient cash flows from operations to ~~pay Eco-Gen. According to Eco-Gen, Eco-Gen’s primary clients and business are with purchasers who~~meet its obligations, in which we have ~~contracted with Eco-Gen for delivery of Eco-Gen’s products, where the Company will provide for the manufacture of those products. As such, our business and anticipated revenue~~not been successful, and/or obtaining additional financing from our agreement with Eco-Gen is completely dependent upon Eco-Gen’s business and anticipated revenue from Eco-Gen’s customers. Primarily, according to Eco-Gen, Eco-Gen’s business is dependent upon two clients who have contracted for the purchase and deliverystockholders or other sources, as may be required. The issuance of ~~Eco-Gen’s products:~~additional equity or convertible debt securities by us could result in a for-profit municipal enterprise dedicated to regional economic development and wholly owned and funded by a municipality in Puerto Rico, and a green technology distributor located in California, with total assets of $4,396,456, including current assets (cash and inventory) of $2,851,710, and year-to-date net revenues of $1,368,707, as of December 31, 2020. For specific risks related to our business with Eco-Gen, see the risk factor on page 17 titled “We face risks associated with our business with Eco-Gen Energy, Inc. that could harm our financial condition and results of operations.”

In relation to our agreement with Eco-Gen, Eco-Gen represents to us that Eco-Gen has received two purchase commitments from the above-mentioned customers related to the JouleBox® Power Station, for $13,749,875 from the Puerto Rican regional development enterprise, and $6,050,000 from the California green technology distributor, representing total current JouleBox® Power Station purchase commitments of $19,799,875. The purchase ordersignificant dilution in the ~~amount~~equity interests of ~~$13,749,875 was made on November 2, 2020, is for a 2 megawatt generator,~~our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and calls for a 50% down payment with the purchase order, and the balance due upon delivery of the 2 megawatt JouleBox® Power Station, with funds held in escrow by a California lawyer acting as escrow agent. The purchase commitment in the amount of $6,050,000 is in the form of a joint venture agreement, dated July 23, 2020, between Eco-Gen and the California green technology distributor, where that distributor will pay for the purchase of the joint venture’s JouleBox® Power Station as its consideration for the joint venture.

Under our agreement with Eco-Gen, these JouleBox® Power Station purchases will initiate our corresponding provision of services to Eco-Gen under our Master Outsourcing Contract Manufacturing Agreement with Eco-Gen, as we bear responsibility to cause those products to be manufactured for delivery to Eco-Gen’s customers. In the third quarter of 2020, Eco-Gen paid the Company $100,000 infuture cash for services towards fulfillment of these orders, which are service fees considered earned and non-refundable under the Eco-Gen agreement. As of the date of this 10k report, all services paid for by Eco-Gen have been performed pursuant to the relevant purchase orders. However, since the first phase of the contract is not complete, the Company has chosen to take conservative position of recording the deposit received as deferred revenue.

Eco-Gen’s JouleBox® Power Station is a 60kW hybrid generator capable of producing 525,600 kWh of electricity annually. JouleBox® Power Station units can be installed in arrays with complementary solar panels and lithium ion battery packs configured to meet any size commercial application to provide businesses with clean, renewable energy. More information on Eco-Gen and the JouleBox® Power Station is available at Eco-Gen’s website, http://eco-genenergy.com/.

~~Power Booster~~^TM ~~Licensing Agreement~~

On June 16, 2020, the Company signed a Master Exclusive Licensing, Marketing, Distribution and Sales Agreement with the Bellagio IP Trust for the Power Booster™ technology, giving the Company the exclusive right to market Power Booster™ products. The Power Booster™ technology utilizes proprietary technologies incorporating electrical magnetism and high-speed switching technology to boost energy output from residential and commercial power systems. The Power Booster™ is based on advanced electronics that allow an electrical system within a home or business to be supplied with 880 watts of electricity and output useful electrical power of 2,200 watts while increasing the Power Factor (PF) and Total Harmonic Distortion (THD).

The Company licensed the Power Booster™ technology based on the Company’s belief that the technology has the potential to achieve high-value commercial success. Based on tests performed by the Company and the patent holder, the Power Booster™ technology can achieve up to a 60% saving in energy consumption, depending on multiple factors, including intended usage, quality of existing power source and overall system configuration, over standard generator technology. Actual energy savings will vary depending on overall application and other factors. The Company plans to engage third parties to market products using the Power Booster™ technology in the United States.

The core technology behind the Power Booster™ system is based on an innovative use of high-speed switching that is not currently available the U.S. generator market. The system allows for energy creation in direct proportion to the induction of the magnetic field implemented into the system, thus creating useful electric energy from the magnetic field. The Company plans to administer the marketing of the Power Booster™ system via multiple sales channels, including solar power electrical manufacturers, solar power systems integrators and installers, new homebuilders, and power system distribution companies. Additionally, the increased PF and THD mean that in some installations, when the device is properly installed and configured, the user will need less electricity.

The Exclusive Global Licensing Agreement with the Bellagio IP Trust (“Bellagio”)(the “Bellagio Agreement”) grants rights to the Company to market the Power Booster™ and other products developed by Bellagio. In exchange for the agreement, the Company has issued Bellagio a restricted stock grant of twenty-five million (25,000,000) restricted common shares in the Company and will pay to Bellagio a royalty of 11% of the net manufacturing price of all Power Booster™ products sold. With the Bellagio Agreement put into place, the Company is in the initial stages of marketing and distributing the Power Booster™ system and has thus far generated no revenue from the product. Since the signing date of the Exclusive Global Licensing Agreement with Bellagio, the impacts of Covid-19 on the 2020 business climate has impeded significant progress by the Company on this initiative. Due to international travel restrictions since March of 2020, the "Development and Manufacturing Agreement" mentioned in the agreement has not been executed yet, and the Company cannot be sure if or when, under the current global climate, that manufacturing agreement will be signed. Additionally, bringing the Power Booster™ technology to market will require significant financial inputs on the Company’s part over the next 12 months.

~~MagnoSpring~~^TM ~~Licensing Agreement~~

On October 26, 2020, the Company signed an Exclusive License Agreement with Fortin & Associates LLC, a Delaware limited liability company (“Fortin”), giving the Company the exclusive worldwide right to make, use, sell, lease, import, export, or otherwise dispose of products utilizing Fortin’s magnetic spring mechanical motor technology, including the right to have products using the energy efficient technology made by third party manufacturers. The MagnoSpring^TM~~technology comprises a mechanical motor that produces the rotation of its shaft using a system of magnets and springs. Pursuant to the MagnoSpring~~^TMtechnology licensing agreement with Fortin, after the completion of an operable prototype that provides proof of concept for the technology, Fortin shall, at the Company’s expense, procure patents for the MagnoSpring^TM~~technology. Under the agreement, the Company is responsible for all costs for preparation, filing, prosecution and maintenance of patents for the MagnoSpring~~^TM~~technology, and shall have final authority over all decisions concerning filing prosecution of patent applications and patents, including the selection of patent attorneys.~~

~~As compensation to Fortin for entering into the Exclusive License Agreement for the MagnoSpring~~^TMtechnology with the Company, we agreed to pay Fortin (or its principals) a restricted stock grant of 6,000,000 shares of the Company’s common stock subject to a vesting schedule to be determined in the relevant stock grant agreement. Additionally, the Company will pay a royalty of 10% of the net cost of goods for products using the MagnoSpring^TM~~technology that are manufactured and sold. The MagnoSpring~~^TM~~technology licensing agreement is a continuing worldwide licensing agreement that according to its terms shall remain in effect during the complete lifetime of all patents for the MagnoSpring~~^TM~~technology.~~

~~The Company is currently working with Fortin on the development of a MagnoSpring~~^TM~~technology prototype, and our work on patenting the MagnoSpring~~^TM~~technology has begun as of the date of this Prospectus. However, due to the impact of COVID 19 and other factors, the Company cannot be sure if or when the MagnoSpring~~^TM~~technology will be brought to market and result in revenue for the Company.~~

The Company is active in negotiating additional licensing and joint ventures in the areas of electrical technologies, green energy, energy efficiency, innovative heat exchange technologies designed to reduce heating and cool costs for residential and commercial buildings, pathogen detection and mitigation, and green housing. At this time, these remain unsigned and are in various stages of negotiations.

commitments.

Corporate Information

The Company’s shares are quoted on the OTC Markets Pink Sheet tier, under the symbol ECOX. Our executive offices are located at 16525 Sherman Way, Suite C-1, Van Nuys, CA 91406, and our telephone number is (800) 922-4356.

We maintain an internet website, and our internet address is https://www.ecoig.com. The information on our website is not incorporated by reference in this Quarterly Report or in any other filings we make with the Securities and Exchange Commission (“SEC”).

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the prior ~~September~~June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” will have the meaning associated with it in the JOBS Act.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements, and, if their revenues are less than $100 million, not providing an independent registered public accounting firm attestation on internal control over financial reporting. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the end of the second fiscal quarter of that year or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of the second fiscal quarter of that year.

~~Corporate History~~

On February 28, 2020, our current CEO and controlling Stockholder, Julia Otey-Raudes, took over management and control of the company, initiating a new business plan and winding down the previous business. In the related change of control transaction, Ms. Otey acquired 30,000,000 shares of super-voting Preferred Series A stock on February 28, 2020, which represent all of the authorized and outstanding Series A Preferred Stock and a voting interest of approximately 94% of the Company’s outstanding voting stock.

The Company is an innovation incubator platform devoted to globally important paradigm shifts in technology, sustainable and carbon negative products development and practical deployment worldwide. ECOX will initially introduce a revolutionary power booster for homes and offices that, when installed as directed, holds the potential to reduce energy consumption, depending on configuration by up to 60% and other energy saving related technologies.

~~Description of property~~

The Company does not lease or own an office, any real estate or assets as of the quarter ended September 30, 2021, and as of the date of this filing. The Company’s offices are located in a space provided to the Company free of charge by Eco-Gen Energy, Inc.

~~Reports to security holders~~

We are required to file annual, quarterly and current reports with the Securities and Exchange Commission and our filings are available to the public over the internet at the Securities and Exchange Commission’s website at http://www.sec.gov. The public may read and copy any materials filed by us with the Securities and Exchange Commission at the Securities and Exchange Commission’s Public Reference Room at 100 F Street N.E. Washington D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-732-0330. The SEC also maintains an Internet site that contains reports, proxy and formation statements, and other information regarding issuers that file electronically with the SEC, at http://www.sec.gov.

Results of Operations – ~~Comparison of the~~ Three Months Ended ~~September 30, 2021~~March 31, 2022 compared to Three Months Ended ~~September 30, 2020~~March 31, 2021

The Company had ~~no sales during~~revenues of $116,605 and $0 for the three months ended ~~September 30,~~March 31, 2022 and 2021. The Company incurred cost of revenues of $142,305 and $0, for the three months ended March 31, 2022 and 2021. The increase in revenues and cost of revenues are exclusively from the commencement of the Company’s construction business through its new subsidiaries that began in the fourth quarter of 2021 and ~~September 30, 2020.~~the first quarter of 2022.

Selling, general and administrative expenses consist primarily of payroll, professional fees, sales and marketing, research and development and other operating expenses. Selling, general and administrative expenses totaled ~~$245,036~~$135,454 and ~~$19,328~~$63,505 for the three months ended ~~September 30, 2021~~March 31, 2022 and ~~2020, respectively.~~2021. For the three months ended ~~September 30, 2021,~~March 31, 2022, we incurred $75,000 in executive compensation and ~~$126,500~~$47,500 in consulting fees compared to ~~$0 of~~$275,000 in executive compensation and ~~$15,000~~$426,667 in consulting fees for the three months ended ~~September 30, 2020, respectively,~~March 31, 2021. The decrease in consulting fees was primarily ~~from stock-based compensation. The Company had no development~~due to stock based compensation issued in the prior period to advisors that ended in late 2021, and ~~manufacturing expense during~~ the ~~three months ended September 30, 2021 compared~~decrease in executive compensation was due to ~~$90,024 during~~ the ~~three months ended September 30, 2020.~~commencement of the employment contract with the Company’s CEO in early 2021.

The Company also recognized interest expense of ~~$110,874,~~$372,936, including amortization of debt discount of ~~$119,548,~~$354,402, a derivative loss of ~~$64,080 and~~$3,563,261, a warrant ~~liability~~ gain of ~~$22,282~~$119,325, an impairment loss on its investments of $33,898 and $399,286 of expense during the three months ended ~~September 30, 2021. The Company also recognized a loss of $38,519 related to additional shares to be issued to MCOA under the Share Exchange Agreement.~~March 31, 2022. During the three months ended ~~September 30, 2020,~~March 31, 2021, the Company recognized interest expense of ~~$9,791,~~$24,914, including amortization of debt discount of ~~$8,444,~~$15,071, a derivative gain of $7,378. Interest expense increased due to higher levels of convertible debt throughout 2021, and the derivative loss increase significantly due to the decline in the Company’s stock price and increase levels of ~~$6,689.~~convertible debt containing embedded derivative features.

As a result of the foregoing, we recorded a net loss of ~~$637,727~~$4,533,710 and ~~$40,828~~$782,767 for the three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively.

~~Results of Operations – Comparison of the Nine Months Ended September 30, 2021 compared to Nine Months Ended September 30, 2020~~

~~The Company had no sales during the nine months ended September 30, 2021 and September 30, 2020.~~

Selling, general and administrative expenses consist primarily of payroll, professional fees, sales and marketing, research and development and other operating expenses. Selling, general and administrative expenses totaled $387,440 and $66,494 the nine months ended September 30, 2021 and 2020, respectively. For the nine months ended September 30, 2021, we incurred $425,000 in executive compensation and $673,097 in consulting fees compared to $260,000 of executive compensation and $2,145,750 in consulting fees for the nine months ended September 30, 2020, respectively, primarily from stock-based compensation. The Company had $165 of development and manufacturing expense during the nine months ended September 30, 2021 compared to $740,024 during the nine months ended September 30, 2020.

The Company also recognized interest expense of $764,139, including amortization of debt discount of $184,333, a derivative gain of $160,795 and a warrant liability gain of 22,282 during the nine months ended September 30, 2021. The Company also recognized a loss of $331,019 related to additional shares to be issued to MCOA under the Share Exchange Agreement. During the nine months ended September 30, 2020, the Company recognized interest expense of $46,454, including amortization of debt discount of $43,783, a derivative loss of $10,525.

~~As a result of the foregoing, we recorded a net loss of $2,397,783 and $3,269,243 for the nine months ended September 30, 2021 and 2020, respectively.~~

Liquidity and Capital Resources

As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the Company had cash of ~~$9,438~~$32,514 and ~~$84,~~$28,534, respectively. Furthermore, the Company had a working capital deficit of ~~$2,369,793~~$8,188,411 and ~~$567,487~~$4,509,624 as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively.

During the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, the Company used ~~$370,688~~$227,265 of cash in operating activities due to its net loss of ~~$2,397,783,~~$4,533,710, partially offset by; amortization of debt discount of ~~$184,333; interest expense on~~$354,402, derivative ~~issuance~~loss of ~~$493,729, expense from shares to be issued to MCOA under the~~$3,563,261, share ~~exchange agreement of $331,018, stock-based compensation~~payable expense of ~~$509,600, derivative gain of $460,795,~~399,286, warrant gain of ~~$22,282~~119,325 and an increase in accounts payable and accrued expenses of ~~$648,137.~~$105,810 as well as changes in working capital accounts of $70,740.

~~The Company had cash used in investing activities of $68,640 for the purchase of intangible asses under license agreements during the nine months ended September 30, 2021.~~ The Company had no cash flows from investing activities during the ~~nine~~three months ended ~~September 30, 2020.~~March 31, 2022 and 2021.

During the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, the Company had net cash provided by financing activities of ~~$448,682,~~$226,087, primarily from ~~$505,482~~$68,000 of proceeds on convertible debentures related parties and proceeds from sale of common stock of $45,450 and proceeds of $115,000 from sale of Series C Convertible Preferred Stock, partially offset by repayments of convertible debentures of $217,250. The Company had cash flows from financing activities of $55,924 during the nine months ended September 30, 2020 related to proceeds from convertible debentures and sales of common stock$167,900.

Our auditors have issued a going concern opinion on our annual consolidated financial statements, meaning that there is substantial doubt we can continue as an on-going business for the next twelve months unless we obtain additional capital. Our only sources for cash at this time are investments by others in this offering, selling our products and loans from our director. We must raise cash to implement our plan and stay in business.

Management believes that current trends toward lower capital investment in start-up companies pose the most significant challenge to the Company’s success over the next year and in future years. Additionally, with the ~~January 15, 2021~~April 27, 2022 effectiveness of our registration statement on Form ~~S-1,~~8-A/12G, as of ~~January 15, 2021,~~April 27, 2022, the Company is obligated to meet all the financial disclosure and reporting requirements associated with being a publicly reporting company. The Company’s management will have to spend additional time on policies and procedures to make sure it is compliant with various regulatory requirements, especially that of Section 404 of the Sarbanes-Oxley Act of 2002. This additional corporate governance time required of management could limit the amount of time management has to implement is business plan and impede the speed of its operations.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance. As our business model and strategy were reinvigorated with our February 2020 change in control and new management, we are in a start-up stage of operations, and in general have generated limited revenues since our inception. We cannot guarantee that we will be successful in our business operations. Our success and performance are subject to all the normal risks inherent in the development of a new line of business, including our limited capital resources and the strength of our business partners’ business and financial positions, and the market for our green technologies.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies

The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on our financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Our financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

Item 3. Quantitative And Qualitative Disclosures About Market ~~Risk~~.Risk.

As a smaller reporting company, we are not required to provide the information called for by this Item.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, the Company carried out an evaluation, under the supervision and with the participation of its management, including the Company's Chief Executive Officer and its Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as such term is defined in rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, the Company's disclosure controls and procedures were not effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission's rules and forms, and (ii) accumulated and communicated to the Company's management, including the Chief Executive Officer and Chief Financial Officer, in a manner that allows timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes to the Company’s internal control over financial reporting as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) that occurred during the quarter ended ~~September 30, 2021~~March 31, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II OTHER INFORMATION

Item 1. Legal Proceedings.

The Company may be involved in certain legal proceedings that arise from time to time in the ordinary course of its business. Legal expenses associated with any contingency are expensed as incurred. The Company’s officers and directors are not aware of any threatened or pending litigation to which the Company is a party or which any of its property is the subject and which would have any material, adverse effect on the Company.

Item 1A. Risk ~~Factors~~.Factors.

Reference is made to the risks and uncertainties disclosed in Item 1A (“Risk Factors”) of our Annual Report on Form 10-K for the period ended December 31, ~~2020~~2021 filed April ~~15,~~26, 2021 which sections are incorporated by reference into this report, as the same may be updated from time to time. Prospective investors are encouraged to consider the risks described in our ~~2020~~2021 Form 10-K, and our Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this Report and other information publicly disclosed or contained in documents we file with the Securities and Exchange Commission before purchasing our securities.

As a smaller reporting company, the Company is not required to disclose material changes to the risk factors that were contained in the ~~2020~~2021 Form 10-K.

~~Item~~Item 2. Unregistered Sales of Equity Securities and Use ofOf Proceeds.

~~On October 14, 2019,~~During the quarter ended March 31, 2022, the Company issued ~~50,000,000~~34,000,000 shares of common stock ~~for the conversion of a $4,902 convertible note.~~

~~On May~~ ~~18,~~ ~~2020,~~ ~~the company issued~~ ~~8,000,000~~ ~~shares of common stock to a consultant~~ ~~for~~ ~~$0.098~~ ~~per share valued at~~ ~~$784,000~~ ~~for~~ ~~services.~~

~~On May 26, 2020, the company issued 25,000,000 shares of common stock to its former Chief Executive Officer John English for the conversion of a $2,451 convertible note.~~

~~On June 26, 2020, the company issued 12,500,000 shares of common stock to Pinnacle Consulting Services for $0.099 per share valued at $1,248,750 as compensation for consulting services.~~

~~On June 26, 2020, the company issued 10,000,000 shares of common stock to its Chief Executive Officer Julia Otey-Raudes for $0.026 per share valued at $260,000 as compensation for services.~~

On June 26, 2020, the company issued 25,000,000 shares of common stock to Bellagio IP Trust for $0.026 per share valued at $650,000 in connection with the Master Exclusive Licensing, Marketing, Distribution and Sales Agreement, dated June 16, 2020 between Bellagio IP Trust and Eco Innovation Group, Inc.

~~On June~~ ~~26, 2020,~~ ~~the company issued~~ ~~600,000~~ ~~shares of common stock to~~ ~~Tabular~~ ~~Investments,~~ ~~LLC~~ ~~for~~ ~~$0.125~~ ~~per share valued at~~ ~~$75,000~~ ~~in compensation~~ ~~for~~ ~~services.~~

~~On August 14, 2020, the Company issued 4,000,000 shares of common stock to Pinnacle Consulting Services, Inc., for $0.005 per share,~~ in exchange for a cash ~~payment~~proceeds of ~~$20,000.~~

~~On November 15, 2020, the Company agreed to issue 2,500,000 shares of common stock to Patrick Laurie for $0.066 per share as compensation for services on~~$170,000 under the Company’s ~~Advisory Board. The Company recognized expense of $165,000 related to the shares, which were issued in January 2021.~~

On December 17, 2020, the Company agreed to issue 2,500,000 shares of common stock to Demitri Hopkins for $0.008 per share as compensation for services on the Company’s Advisory Board. The Company recognized expense of $200,000 related to the shares, which were issued in January 2021. The Company also agreed to compensate the Advisory board member with cash payments of $60,000 per year.

On December 16, 2020, the Company entered into a technology license agreement with Glytech, LLC, a company of which Demitri Hopkins is an equity interest holder. The agreement awarded Glytech, LLC 15,000,000 shares of common stock upon execution, and an additional 15,000,000 shares upon completion of a working prototype of a new technology product based on the licensed technology by September 30, 2021. Additionally, upon completion of the working prototype, the Company will pay $150,000 of cash, due within six months of the milestone completion. The Company will be a royalty of 10% to Glytech on all net sales of any device incorporating the licensed technology. The initial shares to be awarded were valued at $1,050,000 based on the fair value of the common stock at the agreement date, and were recorded as an indefinite-lived intangible asset. The shares were issued in January 2021.

On January 6, 2021 the Company agreed to issue 5,000,000 shares of common stock to SaraLynn Mandell for $0.067 per share as compensation for services on the Company’s Advisory Board. The Company recognized expense of $335,000 related to the shares, which were issued in February 2021. The Company also agreed to compensate the Advisory board member with cash payments of $60,000 per year.

~~On February 3, 2021, the Company issued 1,176,471 shares of common stock for to a consultant for investor relations services to be provided over a period of one year.~~current Regulation A offering.

On March ~~1, 2021,~~14, 2022, the Company ~~entered into a Share Exchange Agreement with Marijuana Company of America, Inc., a Utah corporation quoted on OTC Markets Pink (“MCOA”) dated February 26, 2021, to acquire the number of~~issued 12,115,385 shares of ~~MCOA’s~~ common stock par value $0.001, equal in value to $650,000 based on the closing price for the trading day immediately preceding the effective date, in exchange for the number of shares of Company common stock, par value $0.001, equal in value to $650,000 based on the per-share price of $0.06 (the “Share Exchange Agreement”). For both parties, the Share Exchange Agreement contains a “true-up” provision requiring the issuance of additional common stock in the event that a decline in the market value of either parties’ common stock should cause the aggregate value of the stock acquired pursuant to the Share Exchange Agreement to fall below $650,000. The Company issued 10,833,333 shares of its Company stock pursuant to this agreement and holds 41,935,484 shares of MCOA stock. As of September 30, 2021, the Company owed an additional 13,240,741 shares to be issued to MCOA under the terms of the agreement, with the Company recognizing a $292,500 other loss during the three months ended September 30, 2021.

~~On July 16, 2021, Eco Innovation Group sold 83,750 of its Series C Convertible Preferred Shares, with an annual accruing dividend of 10%,~~ to Geneva Roth Remark Holdings, Inc. ~~(“Geneva”), for $80,000 pursuant to a Series C Preferred Purchase Agreement with Geneva. To accommodate this transaction, the Company’s Board~~in conversion of Directors approved and the Company filed a certain Certificate of Designations with the Secretary of State of Nevada, designating 1,000,000 of its available preferred shares as Series C Preferred Convertible Stock, Stated Value of $1.00 per share, and with a par value of $0.001 per share. This Certificate of Designations provides us with the opportunity to redeem the Series C Shares at various increased prices at time intervals up to the 6-month anniversary of the closing and mandates full redemption on the 12-month anniversary. Geneva may convert the Series C Shares into our common shares, commencing on the 6-month anniversary of the closing at a 37% discount to the public market price.

~~On September 3, 2021, the Company sold 38,500~~15,000 shares of Series C Convertible Preferred ~~Stock to Geneva, for net cash proceeds of $35,000 pursuant to a Series C Preferred Purchase Agreement with Geneva, under the same terms described above.~~Stock.

On ~~July 24, 2021, the Company and a contractor entered into a settlement agreement pursuant to which~~March 16, 2022, the Company issued ~~850,000~~12,115,385 shares of ~~restricted~~ common stock to ~~the contractor~~Geneva Roth Remark Holdings, Inc. in ~~payment~~conversion of ~~an outstanding invoice for $34,000.~~15,000 shares of Series C Convertible Preferred Stock.

~~In July 2021,~~On March 18, 2022, the Company ~~entered into a consulting agreement pursuant to which the company is to issue a total of 6,000,000~~issued 7,067,308 shares of common ~~stock. 3,000,000~~stock to Geneva Roth Remark Holdings, Inc. in conversion of 8,750 shares of the stock are to be issued upfront with the remaining 3,000,000 to be issued in equal monthly installments. In exchange the consultants will pay the company $900 cash for the shares and provide consulting services for a 12-month period. As of September 30, 2021,Series C Convertible Preferred Stock.

On March 31, 2022, the Company ~~had~~ issued 16,900,000 shares of common stock to Blue Lake Partners LLC in partial conversion of a ~~total of 4,500,000 shares pursuant to the agreement.~~convertible promissory note.

On April 26, 2022, the Company issued 16,153,846 shares of common stock to Geneva Roth Remark Holdings, Inc. in conversion of 20,000 shares of Series C Convertible Preferred Stock.

On April 28, 2022, the Company issued 16,153,846 shares of common stock to Geneva Roth Remark Holdings, Inc. in conversion of 20,000 shares of Series C Convertible Preferred Stock.

On May 4, 2022, the Company issued 8,750,000 shares of common stock to Geneva Roth Remark Holdings, Inc. in conversion of 10,000 shares of Series C Convertible Preferred Stock.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

The exhibits listed on the Exhibit Index below are provided as part of this report.

Exhibit No.		Description

10.1		Eco Innovation Group, Inc. 2022 Stock Incentive and Equity Compensation Plan (incorporated by reference to the registrant’s current report on Form 8-K file May 2, 2022)

10.2		Amendment to Asset Purchase Agreement dated April 21, 2022 (incorporated by reference to registrant’s annual report on Form 10-K filed on April 26, 2022)

10.3		Securities Purchase Agreement, May 10, 2022, by and between the registrant and Coventry Enterprises LLC*

10.4		10% Promissory Note, dated May 10, 2022, issued by the registrant to Coventry Enterprises LLC*

31.1*		Certification of principal executive and financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.

32.1*		Certification of principal executive officer and principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.

101.INS*		i~~INLINE~~ XBRL INSTANCE

101.SCH*		~~INLINE XBRL~~iXBRL TAXONOMY EXTENSION SCHEMA

101.CAL*		~~INLINE XBRL~~iXBRL TAXONOMY EXTENSION CALCULATION

101.DEF*		~~INLINE XBRL~~iXBRL TAXONOMY EXTENSION DEFINITION

101.LAB*		~~INLINE XBRL~~iXBRL TAXONOMY EXTENSION LABELS

101.PRE*		~~INLINE XBRL~~iXBRL TAXONOMY EXTENSION PRESENTATION

Filed herewith.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ECO INNOVATION GROUP, INC.
	(Registrant)

Dated: ~~November 18, 2021~~May 23, 2022	By:	/s/ Julia Otey-Raudes
		Julia Otey-Raudes
		President, Secretary, Treasurer and Director
		(Principal Executive Officer)

Dated: ~~November 18, 2021~~May 23, 2022	By:	/s/ Julia Otey-Raudes
		Julia Otey-Raudes
		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Dated: ~~November 18, 2021~~May 23, 2022	By:	/s/ Julia Otey-Raudes
		Julia Otey-Raudes
		President, Secretary, Treasurer and Director
		(Principal Executive Officer,)

Dated: ~~November 18, 2021~~May 23, 2022	By:	/s/ Julia Otey-Raudes
		Julia Otey-Raudes
		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)


	For the Three Months Ended						For the Nine Months Ended
	September 30			September 30			September 30			September 30
	2021			2020			2021			2020

Revenue	$	—		$	—		$	—		$	—
Cost of Revenue		—			—			—			—
Gross Profit	$	—		$	—		$	—		$	—

Operating Expenses
General and Administrative		245,036			19,328			387,440			66,494
Development and Manufacture Expenses		—			90,020			165			740,020
Executive Compensation		75,000			—			425,000			260,000
Consulting Fee		126,500			15,000			673,097			2,145,750
Total Operating Expense		446,536			124,348			1,485,702			3,212,264

Operating Loss		(446,536	)		(124,348	)		(1,485,702	)		(3,212,264	)

Other Income(Expenses)
Derivative gain (loss)		(64,080	)		(6,689	)		160,795			(10,525	)
Warrant gain (loss)		22,282			—			22,282			—
Other expense		(38,519	)		—			(331,019	)		—
Interest expense		(110,874	)		(9,791	)		(764,139	)		(46,454	)
Total Other Income (Loss)		(191,191	)		(16,480	)		(912,081	)		(56,979	)

Net loss	$	(637,727	)	$	(140,828	)	$	(2,397,783	)	$	(3,269,243	)

Basic & Diluted Loss per Common Shares	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.03	)

Weighted Average Common Shares Outstanding		175,879,122			137,974,158			171,363,560			120,811,554


	Preferred Stock A			Common Stock					Common Stock to be issued						Additional Paid-in Capital			Accumulated Deficit			Total Equity
	Shares		Amount	Shares			Amount		Shares			Amount
Balance, December 31, 2019	30,000,000	$	30,000	54,830,680		$	54,831		—		$	—		$	1,897,521		$	(2,062,802	)	$	(80,450	)
Net loss	—		—	—			—		—			—			—			(15,067	)		(15,067	)
Balance, March 31, 2020	30,000,000		30,000	54,830,680			54,831		—			—			1,897,521			(2,077,869	)		(95,517	)

Common Stock issued for services rendered	—		—	56,100,000			56,100		—			—			2,961,650			—			3,017,750
Common stock issued for conversion of notes payable	—		—	25,000,000			25,000		—			—			(22,549	)		—			2,451
Discount on Convertible notes	—		—	—			—		—			—			12,500			—			12,500
Net loss for the three months ended June 30, 2020	—		—	—			—		—			—			—			(3,113,348)			(3,113,348	)
Balance, June 30, 2020	30,000,000		30,000	135,930,680			135,931		—			—			4,849,122			(5,191,217	)		(176,164	)

Common Stock issued for cash proceeds	—		—	4,000,000			4,000		—						16,000			—			20,000
Common stock issued for conversion of notes payable	—		—	—			—								—			—			—
Discount on Convertible notes	—		—	—			—								—			—			—
Net loss for the three months ended September 30, 2020	—		—	—			—		—			—			—			(140,828	)		(140,828	)
Balance, September 30, 2020	30,000,000	$	30,000	139,930,680		$	139,931		—		$	—		$	4,865,122		$	(5,332,045	)	$	(296,992	)

Balance, December 31, 2020	30,000,000	$	30,000	139,930,680		$	139,931		20,000,000		$	20,000		$	6,260,122		$	(5,959,540	)	$	490,513

Common stock to be issued for services	—		—	10,000,000			10,000		(5,000,000	)		(5,000	)		330,000			—			335,000
Common stock for prepaid expenses	—		—	1,176,471			1,176		—			—			98,824			—			100,000
Common stock to be issued for license agreement	—		—	15,000,000			15,000		(15,000,000	)		(15,000	)		—			—			—
Common Stock issued for cash proceeds	—		—	749,999			750		—			—			44,250			—			45,000
Common stock issued for investment	—		—	10,833,333			10,833		—			—			639,167			—			650,000
Net loss	—		—	—			—		—			—			—			(782,767	)		(782,767	)
Balance, March 31, 2021	30,000,000		30,000	177,690,483			177,690		—			—			7,372,363			(6,742,307	)		837,746

Common shares cancelled	—		—	(2,675,000	)		(2,675	)	—			—			2,675			—			—
Common stock to be issued investment	—		—	—					13,240,741			13,241			—			—			13,241
Net loss	—		—	—			—		—			—			—			(977,289	)		(977,289	)
Balance, June 30, 2021	30,000,000		30,000	175,015,483			175,015		13,240,741			13,241			7,375,038			(7,719,596	)		(126,302	)

Common Stock issued for cash proceeds	—		—	3,000,000			3,000		—			—			(2,550	)		—			450
Common Stock issued for services rendered	—		—	1,500,000			1,500		—			—			173,100			—			174,600
Common stock to be issued investment	—		—	—			—		1,516,477			1,516.00			—			—			1,516
Common Stock issued for conversion of debt	—		—	5,675,342			5,675		—			—			8,513			—			14,188
Common Stock issued for settlement of payables	—		—	850,000			850		—			—			33,150			—			34,000
Common Stock issued for exercise of warrant	—		—	5,871,211			5,871		—			—			(5,871	)		—			—
Settlement of warrant liability	—		—	—			—		—			—			195,682			—			195,682
Net loss	—		—	—			—		—			—			—			(637,727	)		(642,727	)
Balance, September 30, 2021	30,000,000		30,000	191,912,036			191,911		14,757,218			14,757			7,777,062			(8,357,323	)		(343,593	)


	For the Nine Months Ended September 30,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2,397,783	)	$	(3,269,243	)
Adjustments to reconcile net loss to net cash used by operating activities:

Derivative (gain) loss		(160,795	)		10,525
Warrant (gain) loss		(22,282	)		—
Amortization of debt discount		184,333			43,783
Interest expense on derivative issuance		493,729			—
Share payable expense		331,018			—
Stock based compensation		509,600			3,017,750
Changes in operating assets and liabilities
Prepaid expenses		41,667			—
Accounts payable and accrued expenses		649,825			57,674
Deferred revenue		—			100,000
Net cash used by operating activities		(370,688	)		(39,511	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of furniture and equipment		(1,000	)		—
Purchase of intangible assets		(67,640	)		—
Net cash provided by investing activities		(68,640	)		—

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible debenture		505,482			33,500
Repayment of convertible debentures		(217,250	)		—
Proceeds from sale of common stock		45,450			20,000
Proceeds from sale of preferred C stock		115,000			—
Proceeds from convertible notes payable, related party		—			2,424
Net cash provided by financing activities		448,682			55,924

Change in cash		9,354			16,413
Cash, beginning of year		84			246
Cash, end of year	$	9,438		$	16,659

Supplemental Cash Flow information
Cash paid for interest	$	—		$	—
Cash paid for income taxes	$	44,155		$	—

Non-Cash transactions
Common stock issued for investment	$	650,000		$	—
Common stock issued for Conversion of notes payable and accrued interest	$	14,188		$	2,451
Common stock issued for prepaid expenses	$	100,000		$	—
Intangible asset capitalized	$	249,560		$	—