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~~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~~January 6, 2023 was ~~195,912,036~~1,096,283,183 shares.

TABLE OF CONTENTS

Part I – FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements (unaudited)	42

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	2823

Item 4.	Controls and Procedures	2823

Part II – OTHER INFORMATION

Item 1.	Legal Proceedings	2924

Item 1A.	Risk Factors	2924

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2924

Item 3.	Defaults Upon Senior Securities	3124

Item 4.	Mine Safety Disclosures	3124

Item 5.	Other Information	3124

Item 6.	Exhibits	3225

SIGNATURES		3325

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:

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

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

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

Unaudited Statements of Cash Flows, for the Nine Months Ended September 30, ~~2021,~~2022, and ~~2020~~2021		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

~~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, 2021 and 2020

~~(Unaudited)~~CONSOLIDATED BALANCE SHEETS

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


	September 30, 2022			December 31, 2021
		(Unaudited)
Assets
Current Assets
Cash and cash equivalents	$	15,398		$	28,534
Accounts receivable		52,782			33,047
Prepaid expenses		222,758			82,498
Total Current Assets		290,938			144,079

Other Assets
Furniture and Equipment		33,982			41,974
Goodwill		103,188			103,188
Investment		12,580			75,833
Deposits and other assets		13,612			8,000
Total Other Assets		163,362			228,995
Total Assets	$	454,300		$	373,074

Liabilities and Stockholders' Deficit
Current Liabilities
Accounts Payable and accrued expenses		429,816			335,845
Accounts Payable related party		505,704			381,800
Convertible Notes Payable, net		183,642			129,219
Notes Payable		122,216			127,690
Deferred Revenue		7,302			—
Warrant Liability		3,600			135,525
Share Payable Liability		1,953,208			866,885
Derivative liabilities		725,974			2,328,234
Convertible Notes Payable Related Party, net		279,553			138,073
Series C Preferred stock liability, net		129,164			210,432
Total Current Liabilities		4,340,179			4,653,703

Total Liabilities		4,340,179			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 $0.0001, authorized 6,000,000,000 shares, issued and outstanding 780,605,058 and 196,912,036 shares at September 30, 2022 and December 31, 2021, respectively		78,063			19,691
Common shares to be issued, 0 and 1,000,000 as of September 30, 2022 and December 31, 2021, respectively		—			100
Additional paid-in capital		10,823,424			8,238,979
Other comprehensive income		6,701			(18	)
Accumulated deficit		(14,831,992	)		(12,594,976	)
Total Stockholders' Deficit Attributable to Eco Innovation Group stockholders		(3,893,804	)		(4,306,224	)
Noncontrolling interest		7,925			25,595
Total stockholder's (Deficit)		(3,885,879	)		(4,280,629	)

TOTAL LIABILITIES and Stockholders' Deficit	$	454,300		$	373,074

See the accompanying notes to these unaudited consolidated financial statements

ECO INNOVATION GROUP, INC.

CONSOLIDATED PROFIT AND LOSS STATEMENT

(Unaudited)


	For the Three Months Ended						For the Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	2022			2021			2022			2021

Revenue	$	191,231		$	—		$	618,992		$	—
Cost of Revenue		133,277			—			564,693			—
Gross Profit		57,954			—			54,299			—

Operating Expenses
General and Administrative		196,916			245,036			507,881			387,440
Development and Manufacture Expenses		—			—			—			165
Executive Compensation		75,000			75,000			225,000			425,000
Consulting Fee		31,800			126,500			203,550			673,097
Total Operating Expense		303,716			446,536			936,431			1,485,702

Operating Loss		(245,762	)		(446,536	)		(882,132	)		(1,485,702	)

Other Income (Expenses)					��
Derivative gain (loss)		1,027,564			(64,080	)		362,662			160,795
Warrant gain		4,200			22,282			131,925			22,282
Loss on conversion of debt		—			—			(8,692	)		—
Impairment loss - Investment		(4,194	)		—			(63,253	)		—
Other expense		(350,000	)		(38,519	)		(1,086,323	)		(331,019	)
Interest expense		(105,248	)		(110,874	)		(708,873	)		(764,139	)
Total Other Income (Loss)		572,322			(191,191	)		(1,372,554	)		(912,081	)

Net income (loss)	$	326,560		$	(637,727	)	$	(2,254,686	)	$	(2,397,783	)

Net (income) loss attributable to noncontrolling interest		(87	)		—			17,670			—

Net income (loss) attributable to Eco Innovation Group	$	326,473		$	(637,727	)	$	(2,237,016	)	$	(2,397,783	)

Currency translation loss		1,890			—			6,719			—

Comprehensive Income (Loss)	$	328,363		$	(637,727	)	$	(2,230,297	)	$	(2,397,783	)

Basic Earnings (Loss) per Common Share	$	0.00		$	(0.00	)	$	(0.00	)	$	(0.01	)
Diluted Earnings (Loss) per Common Share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)

Weighted Average Common Shares Outstanding Basic		685,287,383			175,879,122			481,875,070			171,363,560
Weighted Average Common Shares Outstanding Diluted		2,629,540,226			175,879,122			481,875,070			171,363,560

See the accompanying notes to these unaudited consolidated financial statements

ECO INNOVATION GROUP, INC.

STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY/DEFICIT
For the Nine Months Ended September 30, ~~2021~~2022 and ~~2020~~2021

(Unaudited)


	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		$	19,691			1,000,000		$	100			8,238,979		$	(12,594,976	)	$	(18	)	$	(4,306,224	)	$	25,595		$	(4,280,629	)
Common stock issued for cash proceeds		—		—		34,000,000			3,400			—			—			164,500			—			—			167,900			—			167,900
Common stock issued for conversion of notes payable		—		—		89,769,190			8,978			—			—			201,494			—			—			210,472			—			210,472
Common stock issued for conversion of Series C preferred		—		—		67,414,457			6,743			—			—			121,882			—			—			128,625			—			128,625
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		$	38,812			1,000,000		$	100			9,037,476		$	(17,117,921	)	$	4,818		$	(8,006,715	)	$	14,830		$	(7,991,885	)
Common stock issued for conversion of notes payable		—		—		25,600,000			2,560			—			—			25,600			—			—			28,160			—			28,160
Common stock issued for conversion of Series C preferred		—		—		86,478,147			8,647			—			—			95,041			—			—			103,688			—			103,688
Common stock issued for financing costs		—		—		13,219,047			1,322			—			—			37,369			—			—			38,691			—			38,691
Common stock issued for services		—		—		27,785,714			2,779			(1,000,000	)		(100	)		72,321			—			—			75,000			—			75,000
Common stock issued for settlement of liabilities		—		—		56,911,764			5,691			—			—			91,059			—			—			96,750			—			96,750
Settlement of derivative liability upon conversion of notes payable		—		—		—			—			—			—			1,218,566			—			—			1,218,566			—			1,218,566
Net income		—		—		—			—			—			—			—			1,959,456			—			1,959,456			(6,992	)		1,952,464
Comprehensive Loss		—		—		—			—			—			—			—			—			(7	)		(7	)		—			(7	)
Balance, June 30, 2022		30,000,000		30,000		598,090,355			59,811			—			—			10,577,432			(15,158,465	)		4,811			(4,486,411	)		7,838			(4,478,573	)
Common stock issued for conversion of notes payable						181,014,703			18,102									86,865									104,967						104,967
Common stock issued for services		—		—		1,500,000			150			—			—			1,650									1,800						1,800
Settlement of derivative liability upon conversion of notes payable																		157,477									157,477						157,477
Net income																					326,473						326,473			87			326,560
Comprehensive Loss																								1,890			1,890						1,890
Balance, September 30, 2022		30,000,000	$	30,000		780,605,058		$	78,063			—		$	—			10,823,424		$	(14,831,992	)	$	6,701		$	(3,893,804	)	$	7,925		$	(3,885,879	)

Balance, December 31, 2020		30,000,000	$	30,000		139,930,680		$	13,993			20,000,000		$	20,000			6,386,060		$	(5,959,540	)	$	—		$	490,513		$	—		$	490,513
Common stock to be issued for services		—		—		10,000,000			1,000			(5,000,000	)		(5,000	)		339,000			—			—			335,000			—			335,000
Common stock for prepaid expenses		—		—		1,176,471			118			—			—			99,882			—			—			100,000			—			100,000
Common stock to issued for license agreement		—		—		15,000,000			1,500			(15,000,000	)		(15,000	)		13,500			—			—			—			—			—
Common stock issued for cash proceeds		—		—		749,999			75			—			—			44,925			—			—			45,000			—			45,000
Common stock issued for investment		—		—		10,833,333			1,083			—			—			648,917			—			—			650,000			—			650,000
Net loss		—		—		—			—			—			—			—			(782,767	)		—			(782,767	)		—			(782,767	)
Balance, March 31, 2021		30,000,000		30,000		177,690,483			17,769			—			—			7,532,284			(6,742,307	)		—			837,746			—			837,746
Common stock cancelled		—		—		(2,675,000	)		(268	)		—			—			268			—			—			—			—			—
Common stock issued for investment		—		—		—			—			13,240,741			13,241			—			—			—			13,241			—			13,241
Net loss		—		—		—			—			—			—			—			(977,289	)		—			(977,289	)		—			(977,289	)
Balance, June 30, 2021		30,000,000		30,000		175,015,483			17,501			13,240,741			13,241			7,532,552			(7,719,596	)		—			(126,302	)		—			(126,302	)
Common stock issued for cash proceeds		—		—		3,000,000			300			—			—			150			—			—			450			—			450
Common stock issued for services		—		—		1,500,000			150			—			—			174,450			—			—			174,600			—			174,600
Common stock to be issued for investment		—		—		—			—			1,516,477			1,516			—			—			—			1,516			—			1,516
Common stock issued for conversion of notes payable		—		—		5,675,342			568			—			—			13,620			—			—			14,188			—			14,188
Common stock issued for settlement of liabilities		—		—		850,000			85			—			—			33,915			—			—			34,000			—			34,000
Common stock issued for exercise of warrant		—		—		5,871,211			587			—			—			(587	)		—			—			—			—			—
Settlement of warrant liability		—		—		—			—			—			—			195,682			—			—			195,682			—			195,682
Net loss		—		—		—			—			—			—			—			(637,727	)		—			(637,727	)		—			(637,727	)
Balance, September 30, 2021		30,000,000	$	30,000		191,912,036		$	19,191			14,757,218		$	14,757			7,949,782		$	(8,357,323	)	$	—		$	(343,593	)	$	—		$	(343,593	)

See the accompanying notes to these unaudited consolidated financial statements.

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 )

ECO INNOVATION GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Nine Months Ended September 30
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2,254,686	)	$	(2,397,783	)
Adjustments to reconcile net loss to net cash
used by operating activities:
Derivative (gain) loss		(362,662	)		(160,795	)
Warrant (gain) loss		(131,925	)		(22,282	)
Depreciation expense		7,992			—
Loss on conversion of debt		8,692			—
Investment impairment loss		63,253			—
Amortization of debt discount		647,418			184,333
Interest expense on derivative issuance		—			493,729
Share payable expense		1,086,323			331,018
Stock based compensation		76,800			509,600
Changes in operating assets and liabilities
Accounts receivable		(19,735	)		—
Prepaid expenses		(25,872	)		41,667
Deferred Revenue		7,302			—
Accounts payable and accrued expenses		246,192			649,825
Accounts payable related party		114,327			—
Net cash used in operating activities		(536,581	)		(370,688	)

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

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible debenture		112,800			505,482
Repayment of convertible debentures		(8,500	)		(217,250	)
Proceeds from sale of common stock		167,900			45,450
Proceeds from sale of preferred C stock		190,000			115,000
Repayment of notes payable		(2,509	)		—
Proceeds from convertible notes payable, related party		68,000			—
Repayment of convertible notes payable, related party		(8,000	)
Net cash provided by financing activities		519,691			448,682

Effect of foreign exchange on cash		3,754			—

Change in cash		(13,136	)		9,354
Cash, beginning of period		28,534			84
Cash, end of period	$	15,398		$	9,438

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	$	305,827		$	14,188
Common stock issued for prepaid expenses	$	—		$	100,000
Common stock issued for Conversion of Series C Preferred stock liability	$	232,313		$	—
Discount issued on convertible debt	$	188,000		$	—
Intangible asset Capitalized	$	—		$	249,560
Settlement of derivative liability upon conversion of notes payable	$	617,480		$	—
Extinguishment of liabilities upon debt modification	$	1,069,184		$	—

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 Months Ended September 30, ~~2021~~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. On June 8, 2022, the Company increased its authorized common stock from 2,000,000,000 shares at $0.0001 par value per share to 5,000,000,000 shares at $0.0001 par value per share, effective June 9, 2022. On September 22, 2022, the Company increased its authorized common stock from 5,000,000,000 shares at $0.0001 par value per share to 6,000,000,000 shares at $0.0001 par value per share, effective September 23, 2022.

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 205,000 shares issued and outstanding as of September 30, 2022. 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.

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.

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~~2022 and December 31, ~~2020,~~2021, the Company had no 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.

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 were exercised or converted under outstanding convertible debt and outstanding common stock ~~warrants~~warrants.

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~~nine months ended September 30, ~~2021,~~2022, and the ~~years~~year ended December 31, ~~2020 and 2019,~~2021, the Company evaluated long lived assets for impairment determined no impairment was necessary.

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 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

•·

Level 1, defined as observable inputs such as quoted prices for 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 unobservable.

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
Level 1 Level 2 Level 3 Total
Assets
Investments $ — $ — $ — $ —
Liabilities
Derivative liability — — 433,735 433,735

December 31, 2020
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis
September 30, 2022									September 30, 2022
	Level 1		Level 2		Level 3		Total			Level 1		Level 2		Level 3		Total
Assets
Investments	$	—	$	—	$	—	$	—		$	—	$	—	$	—	$	—
Liabilities
Derivative liability		—		—		92,138		92,138			—		—		725,974		725,974

December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets
Investments	$	—	$	—	$	—	$	—
Liabilities
Derivative liability		—		—		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. 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, ~~2021,~~2022, the Company has not adopted a Stock Option Plan and has not issued any options.

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 for income taxes is the total of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where differences exist between the period in which transactions affect current taxable income and the period in which they enter into the determination of net income in the financial statements.

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~~flows arising from contracts with customers. The standard will be effective for 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 $191,231 and $618,992 in revenues during the ~~Company signed a Master Outsourcing Contract Manufacturing Agreement with Eco-Gen Energy, Inc., pursuant~~three and nine months ended September 30, 2022 and $0 in revenues During the nine months ended September 30, 2021, all related to which the Company, 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.construction projects in its subsidiaries.

~~Recently Issued Accounting Pronouncements~~Other Comprehensive Income (Loss)

~~Management does not believe that any recently issued but not yet adopted accounting will~~Other comprehensive income (loss) includes foreign currency translation gains and losses. The cumulative amount of translation gains and losses are reflected as a separate component of stockholders’ equity (deficit) in the consolidated balance sheets, as accumulated other comprehensive income.

Reclassification

Certain reclassifications have ~~a material effect on~~been made to the prior year financial statements to conform to the current year presentation primarily the change to the Company’s ~~results of operation or on the reported amounted of its assets~~par value being reflected retroactively and ~~liabilities upon adoption.~~to reclassify related party convertible debt.

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~~ of $2,254,686 and $6,632,146 during the nine months ended September 30, 2022 and the year ended December 31, 2021, respectivelyand an accumulated deficit of $14,831,992 and $12,594,976at September 30, 2022 and December 31, 2021,respectively. 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~~205,000 issued and outstanding ~~as of the date of this filing,~~at September 30, 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. Upon the occurrence and during the continuation of any Event of Default. 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~~nine months ended September 30, ~~2021,~~2022, the Company entered into ~~two~~ purchase agreements for ~~Series C Convertible Preferred Stock with an accredited investor. The Company issued a total~~the sale of ~~122,500~~205,000 shares of Series C Convertible Preferred Stock with Geneva Roth Remark Holdings. As of September 30, 2022, the Company owes $7,650in ~~exchange for gross proceeds~~accrued dividends, reflected as interest expense, and the carrying value of the Series C Preferred stock was $129,164, net of unamortized discount of $~~122,500~~75,836. ~~The Company paid $7,500~~During the nine months ended September 30, 2022, $221,250 of ~~fees for these agreements, accounted for as deferred finance costs.~~ ~~The~~ Series C Convertible Preferred Stock ~~will mature~~and accrued dividends of $11,063 were converted into 153,892,604 shares of common stock.

On November 14, 2022, we filed with the SEC a Notification of Late Filing pursuant to Rule 12b-25 of the Securities Exchange Act of 1934 indicating that we were unable to timely file our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, which was due on or before November 14, 2022. We indicated at the time that we expected to file this quarterly report no later than November 19, 2022, which is the fifth calendar day filing extension period afforded registrants under Rule 12b-25 of the Securities Exchange Act of 1934. As of November 19, 2022, however, we remained unable to file this quarterly report. As such, from November 19, 2022 until December 22, 2022, the date of filing of this Report, we were in ~~July~~default under the certificate of designations for the Series C Convertible Preferred Stock with respect to its compliance requirements, as a result of our delay in filing this quarterly report with the SEC. On December 5, 2022, ~~and September 2022.~~the Company received a written notice of default from Geneva Roth Remark Holdings.

Common Stock

The Company has ~~500,000,000~~ 6,000,000,000 shares of $~~0.001~~0.0001 par ~~par~~ value per share common stock authorized.

On ~~November 15, 2020,~~September 22, 2022, following approval by the Company’s Board of Directors and a majority of the outstanding voting stock of the Company, ~~agreed to issue~~the Company filed Fifth Amended and Restated Articles of Incorporation with the State of Nevada reflecting an increase in the Company’s authorized common stock from ~~2,500,000~~5,000,000,000 shares ~~of common stock to Patrick Laurie for~~at $~~0.066~~0.0001 par value 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~~6,000,000,000 shares ~~of common stock to Demitri Hopkins for~~at $~~0.008~~0.0001 par value 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 byeffective 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.~~23, 2022.

During the nine months ended September 30, ~~2021, the Company issued~~2022, ~~749,999~~296,383,893 shares of common stock ~~in exchange~~were issued by the Company for ~~cash proceeds~~the conversion of $~~45,000~~343,599. in principal and interest of a convertible note.

~~On January 6, 2021~~During the ~~Company agreed to issue~~nine months ended September 30, 2022, $221,250 of Series C Convertible Preferred Stock and accrued dividends of $11,063 were converted into ~~5,000,000~~153,892,604 shares of common stock.

During the nine months ended September 30, 2022, 13,219,047 shares of common stock with a fair value of $38,691were issued by the Company for financing costs in relation to ~~SaraLynn Mandell for $0.067 per share as compensation~~debt issuances.

During the nine months ended September 30, 2022, 29,285,714 shares of common stock were issued by the Company for services ~~on the Company’s Advisory Board. The Company recognized expense~~rendered with a fair value of $~~335,000~~76,800.

During the nine months ended September 30, 2022, 56,911,764 ~~related to the~~ shares ~~which~~of common stock were issued by the Company with a fair value of $96,750 for the settlement of $96,750in ~~February 2021. The Company also agreed to compensate the Advisory board member with cash payments of $60,000 per year.~~liabilities.

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 assume as liability a contingent cash payment to Spruce Construction in the amount of approximately $104,000, specifically to pay, from future net cash flow over the next 12 months, certain of Spruce Construction’s expenses and liabilities, to purchase from Spruce Construction 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 acquired construction assets, named Spruce Engineering & Construction Inc. The Company owns 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.

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 the contingent cash payments under the Asset Purchase Agreement in the amount of approximately $104,000 USD ($130,000 CAD) due to Spruce Construction under the Asset Purchase Agreement. Under the Asset Purchase Agreement the $104,000 USD ($130,000 CAD) payment was due at 6 months after closing, and pursuant to the April 21, 2022 first amendment, that payment was due at 12 months after the closing date, or October 3, 2022. As of the date of this filing, none of the contingent cash payments have been made to Spruce Construction under the Asset Purchase Agreement. On December 29, 2022, the Company entered into an amendment number two to the Asset Purchase Agreement with Boetzkes and Spruce Construction, to extend the due date and establish a monthly pay schedule for the approximately $104,000 USD ($130,000 CAD) in total due to Boetzkes and Spruce Construction under the Asset Purchase Agreement. Under the December 29, 2022 second amendment, monthly payments of approximately $3,000 are now due beginning on January 31, 2023 to continue until the entire balance is paid. Additionally, the Company agreed to provide compensation to Boetzkes of one million restricted common shares in consideration for the failure to pay by the original APA deadline, which was a result of inadequate net cash flows within Spruce Engineering & Construction, Inc.

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		103,689
1,000,000 shares of common stock		23,000
Noncontrolling interest		22,000
Total preliminary consideration transferred	$	148,689

During the nine months ended September 30, 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 March 1, 2016,~~Accrued officer compensation as of September 30, 2022 and December 31, 2021 was $477,042 and $381,800 related to services rendered by the Company’s Chief Executive officer, which is included under accounts payable related party.

Accrued material purchases as of September 30, 2022 and December 31, 2021, was $28,662 and $0 related to materials purchased by a related party on behalf of the Company, ~~executed two convertible notes of $4,902~~which is included under accounts payable related party. ~~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~~note and recorded as a derivative liability. This note was in default as 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 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.

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 $17,195.2022.

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~~year ended ~~September 30,~~December 31, 2021 the ~~company~~Company made payments of $~~35,000~~77,000, 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 nine months ended September 30, 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)~~was converted into ~~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~~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 nine months ended September 30, 2022, $100,116 of principal was converted into 111,680,000 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~~7,530~~.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.

On November 14, 2022, we filed with the SEC a Notification of Late Filing pursuant to Rule 12b-25 of the Securities Exchange Act of 1934 indicating that we were unable to timely file our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, which was due on or before November 14, 2022. We indicated at the time that we expected to file this Report no later than November 19, 2022, which is the fifth calendar day filing extension period afforded registrants under Rule 12b-25 of the Securities Exchange Act of 1934. As of November 19, 2022, however, we remained unable to file this quarterly report. As such, from November 19, 2022 until December 22, 2022, the date of filing of this Report, we were in default under the Blue Lake Note with respect to its compliance requirements, as a result of our delay in filing this quarterly report with the SEC. As of the filing date, the Company has not received a notice of default regarding the Blue Lake Note.

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,~~September 30, 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~~On August 23, 2021, the Company ~~determined that~~entered into a securities purchase agreement (the “Coventry SPA”) with Coventry Enterprises, LLC (“Coventry”), pursuant to which the ~~conversion options~~Company issued a 10% promissory note (the “Coventry Note”) with a maturity date of May 9, 2023 (the “Coventry Maturity Date”), in ~~certain~~the principal sum of $150,000. Pursuant to the terms of the ~~notes discussed above met~~Coventry Note, the ~~definition~~Company agreed to pay $150,000 (the “Principal Sum”) to Coventry and to pay interest on the principal balance at the rate of ~~a liability in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock.~~10% per annum. The ~~Company bifurcated~~Coventry Note carries an original issue discount (“OID”) of $30,000. Accordingly, on the ~~embedded conversion option~~Closing Date (as defined in the ~~notes once~~Coventry SPA), Coventry retained an additional $7,200 of legal fees and paid the purchase price of $112,800 in exchange for the Coventry Note. Coventry may convert the Coventry Note into the Company’s common stock (subject to the beneficial ownership limitations of 4.99% in the Coventry Note) in the event of default at a variable conversion price equal to 90% of the lowest per-share during the 20 trading day period before the conversion. The note ~~becomes convertible and account~~requires monthly payments of $23,571 commencing on November 8, 2022.

In conjunction with the issuance of the Coventry Note, the Company issued 10,000,000 shares of common stock. The shares are accounted for it as deferred financing costs with a ~~derivative liability.~~value of $30,000 which will be amortized through the maturity date of the note.

~~During~~On November 14, 2022, we filed with the ~~nine months~~SEC a Notification of Late Filing pursuant to Rule 12b-25 of the Securities Exchange Act of 1934 indicating that we were unable to timely file our Quarterly Report on Form 10-Q for the quarter ended September 30, ~~2021,~~2022, which was due on or before November 14, 2022. We indicated at the ~~fair value~~time that we expected to file this quarterly report no later than November 19, 2022, which is the fifth calendar day filing extension period afforded registrants under Rule 12b-25 of ~~new derivative liabilities on~~ the ~~new issuance~~Securities Exchange Act of ~~debt amounted~~1934. As of November 19, 2022, however, we remained unable to $~~502,347~~ ~~upon inception,~~file this quarterly report. As such, from November 19, 2022 until December 22, 2022, the date of filing of this Report, we were in default under the Coventry Note with ~~debt discount of $233,618~~ ~~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~~respect to its compliance requirements, as ~~of September 30, 2021. As~~ a result of ~~payments made on convertible notes,~~our delay in filing this quarterly report with the SEC. On December 21, 2022, the Company ~~recorded~~received a written notice of default from Coventry Enterprises, informing us that the default provisions of the note were in effect, bringing the principal balance of the note from $~~122,805~~150,000 to $180,000.

On February 4, 2022, the Company entered into a convertible promissory note (the “SRAX Note”) with SRAX, Inc (“SRAX”), pursuant to which the Company issued a 1% promissory note with a maturity date of ~~derivative liability relief~~February 4, 2025 (the “SRAX Maturity Date”), in the principal sum of $120,000. Pursuant to the terms of the SRAX Note, the Company agreed to pay $120,000 (the “Principal Sum”) to SRAX and to pay interest on the principal balance at the rate of 1% per annum. The SRAX Note was issued in exchange for services rendered. SRAX may convert the SRAX Note into the Company’s common stock (subject to the beneficial ownership limitations of 4.99% in the SRAX Note) at the lower of $0.0033 or 85% of the lowest per-share during the ~~nine months ended September 30, 2021 The Company recognized a gain on~~5 trading day period before the ~~change in fair value~~conversion.

Convertible notes payable are comprised of the ~~derivative liability of $47,960~~ ~~during the nine months ended September 30, 2021.~~ ~~The Black Scholes valuation model included inputs of volatility of between 214,8% and 600.9%, a dividend yield of 0%, risk free rate of 0.03%-0.98% and a term of between 0.5 years and five years.~~following:

Schedule of convertible notes payable
	September 30,			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	$	49,884		$	150,000
Convertible note payable – Coventry	$	150,000		$	—
Convertible note payable – SRAX	$	88,500		$	—
Total	$	318,384		$	328,000
Less debt discounts	$	(134,742	)	$	(198,781	)
Net	$	183,642		$	129,219
Less current portion	$	(183,642	)	$	(129,219	)
Long term portion	$	—		$	—

As of September 30, ~~2021,~~2022, there were ~~48,192,308~~988,668,188 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~~2022 and December 31, ~~2020,~~2021, unamortized debt discount was $~~300,863~~ 134,712and $~~14,935~~198,781, respectively. During the nine months ended September 30, ~~2021,~~2022, the Company amortized $~~174,822~~ of debt discount of $251,239 to interest expense. Accrued interest on convertible notes was $~~22,682~~ ~~and $4,051~~40,234 as of September 30, 2022.

Convertible Notes Payable – Related Parties

On March 1, 2016, the Company executed two convertible notes of $4,902 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 common stock. 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 November 14, 2022, we filed with the SEC a Notification of Late Filing pursuant to Rule 12b-25 of the Securities Exchange Act of 1934 indicating that we were unable to timely file our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, which was due on or before November 14, 2022. We indicated at the time that we expected to file this Report no later than November 19, 2022, which is the fifth calendar day filing extension period afforded registrants under Rule 12b-25 of the Securities Exchange Act of 1934. As of November 19, 2022, however, we remained unable to file this quarterly report. As such, from November 19, 2022 until January 6, 2023, the date of filing of this Report, we were in default under the note with respect to its compliance requirements, as a result of our delay in filing this quarterly report with the SEC. On December 23, 2022, the Company received a written notice of default from Robert L. Hymers III, informing us that the default provisions of the note were in effect.

On December 9, 2019, the Company executed a convertible note with Pinnacle Consulting Services Inc. (“Pinnacle”), which is owned by Robert L. Hymers III, 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. This note was in default as of September 30, 2022. On December 23, 2022, the Company received a additional written notice of default from Robert L. Hymers III, confirming that the default provisions of the note were in effect and the note was in default as of September 30, 2022.

On November 14, 2022, we filed with the SEC a Notification of Late Filing pursuant to Rule 12b-25 of the Securities Exchange Act of 1934 indicating that we were unable to timely file our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, which was due on or before November 14, 2022. We indicated at the time that we expected to file this Report no later than November 19, 2022, which is the fifth calendar day filing extension period afforded registrants under Rule 12b-25 of the Securities Exchange Act of 1934. As of November 19, 2022, however, we remained unable to file this quarterly report. As such, from November 19, 2022 until January 6, 2023, the date of filing of this Report, we were in default under the note with respect to its compliance requirements, as a result of our delay in filing this quarterly report with the SEC. On December 23, 2022, the Company received a written notice of default from Robert L. Hymers III, informing us that the default provisions of the note were in effect.

On September 30, 2020, the Company executed a convertible note with Pinnacle 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. Due to the variable conversion feature, the note conversion feature was bifurcated from the note and recorded as a derivative liability. During the nine months ended September 30, 2022 the note and all accrued interest was converted in full into 46,894,863.

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 November 14, 2022, we filed with the SEC a Notification of Late Filing pursuant to Rule 12b-25 of the Securities Exchange Act of 1934 indicating that we were unable to timely file our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, which was due on or before November 14, 2022. We indicated at the time that we expected to file this Report no later than November 19, 2022, which is the fifth calendar day filing extension period afforded registrants under Rule 12b-25 of the Securities Exchange Act of 1934. As of November 19, 2022, however, we remained unable to file this quarterly report. As such, from November 19, 2022 until January 6, 2023, the date of filing of this Report, we were in default under the note with respect to its compliance requirements, as a result of our delay in filing this quarterly report with the SEC. On December 23, 2022, the Company received a written notice of default from Robert L. Hymers III, informing us that the default provisions of the note were in effect.

On March 23, 2022, the Company executed a convertible note with Robert Hymers for $55,000 due 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 due to the change in fair value of the conversion option being significant, the modification of the note should be accounted for as a debt extinguishment, with the resulting loss on extinguishment being recorded in additional paid-in capital because Mr. Hymers is a related party. On December 23, 2022, the Company received a written notice of default from Robert L. Hymers III, informing us that the default provisions of the note were in effect.

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 until the balance is paid in full. During the nine months ended September 30, 2022, the Company has made payments of $5,000 on the note.

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

Schedule of convertible notes payable related parties
	September 30,			December 31,
	2022			2021
Convertible notes payable – Pinnacle Consulting Services	$	205,000		$	241,000
Convertible notes payable – Robert Hymers	$	63,153		$	4,875
Convertible notes payable- Alma Otey	$	15,000		$	—
Total	$	283,153		$	245,875
Less debt discounts	$	(3,600	)	$	(107,802	)
Net	$	279,553		$	138,073
Less current portion	$	(279,553	)	$	(138,073	)
Long term portion	$	—		$	—

As of September 30, 2022, there were 288,484,301 shares of common stock that may be issued under the related party convertible notes payable described above.

As of September 30, 2022 and December 31, ~~2020,~~2021, unamortized debt discount was $3,600 and $107,802, respectively. During the quarter ended September 30, 2022, the Company amortized debt discount of $218,195 to interest expense. Accrued interest on convertible notes was $10,892 as of September 30, 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 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 September 30, 2022, the fair value of new derivative liabilities on the new issuance of debt and Preferred C Shares amounted to $504,501 upon inception, with debt discount of $504,501 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 $373,841 during the nine months ended September 30, 2022. The Black Scholes valuation model included inputs of volatility of between 209% and 705%, a dividend yield of 0%, risk free rate of 0.28%-4.25% 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		504,501
Settlement of derivative liability as a result of conversion of convertible notes		(617,480)
Settlement of derivative liability as a result of extinguishment of convertible notes		(1,126,619	)
Market-to-Market		(362,662	)
Fair Value as of September 30, 2022		725,974

NOTE 9.8. SUBSEQUENT EVENTS

~~On October 4, 2021,~~Subsequent to September 30, 2022, the Company issued ~~4,000,000~~ 276,778,125shares of common stock ~~for services.~~

to Geneva Roth Remark Holdings, Inc. in conversion of 84,350 shares of Series C Convertible Preferred Stock.

On ~~October 4, 2021,~~November 1, 2022, 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 millionissued 38,900,000 shares of common stock ~~for substantially all~~to an accredited investor in conversion of a promissory note issued August 23, 2021 in the principal amount of $150,000. An amount of $18,672 of the ~~assets~~principal 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 restrictionsinterest on the ~~parties’ equity, and (iii) Employment Agreements with the Company’s Canadian partners.~~note was converted at a per-share conversion price of $0.00048.

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.

~~Financial information contained~~The outbreak of COVID-19 evolved into a global pandemic as COVID-19 spread to many regions of the world. In response to COVID-19, governmental authorities around the world implemented measures to reduce the spread of COVID-19. These measures have and may continue to adversely affect workforces, customers, supply chains, consumer sentiment, economies, and financial markets. In addition, decreased consumer spending has and may continue to lead to an economic downturn globally.

Specifically, numerous state and local jurisdictions have and may in ~~this report~~the future impose shelter-in-place orders, quarantines, shut-downs of non-essential businesses, and similar government orders and restrictions on their residents to control the spread of COVID-19. Such orders or restrictions have resulted in temporary facility closures, work stoppages, slowdowns and travel restrictions, among other effects, thereby adversely impacting our ~~financial statements is stated~~operations. As a result of COVID-19, we have experienced a reduction in sales of our products and slower lead times with respect to the manufacturing of our products. In addition, a downturn in the United States ~~dollars~~economy may have an adverse impact on discretionary consumer spending which may have a significant impact on our business operations and/or our ability to generate revenues and profits.

The extent to which COVID-19 impacts our business and operating results will depend on future developments that are ~~prepared in accordance with United States generally accepted accounting principles.~~highly uncertain and cannot be accurately predicted, including new information that may emerge concerning COVID-19, including variants such as the delta variant, and the actions to contain COVID-19 or treat its impact, among others. We do not yet know the full extent of the impacts of COVID-19 on our business; however, these effects could have a material impact on our operations and financial condition.

InOverview and Financial 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 the 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 $2,254,686 for the nine months ended September 30, 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-Raudes, 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 ~~commercialization~~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 ~~select intellectual property that, given~~launching a green construction division in Alberta, Canada.

Under the ~~right business platform, has~~Asset Purchase Agreement, the ~~potential~~Company agreed to ~~achieve high-value commercial success. Our value creation strategy is~~pay Boetzkes one million shares of the Company’s restricted common stock and assume as liability a ~~strategic approach~~contingent cash payment to environmental sustainability: we seek innovative socially responsible products and technologies with the potential to create globally important paradigm shifts in energy efficiency 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 assetsSpruce Construction in the ~~United States could grow almost three times as fast as non-ESG-mandated assets~~amount of approximately $104,000, specifically 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~~pay, from future net cash flow over the next ~~three years, more than doubling~~12 months, certain of Spruce Construction’s expenses and liabilities , to purchase from Spruce Construction substantially all of the ~~activity from~~assets and business of Spruce Construction, consisting of vehicles, tools and equipment for the ~~previous three years. Also,~~construction industry, the ~~Governance~~Spruce Construction name, and ~~Accountability Institute suggested that 86%~~the existing book of ~~S&P 500 companies published sustainability reports in 2018 – up from 20% in 2011. Studies conducted by NYU Stern and Bank~~construction business of ~~America reported that consumers are also increasingly looking to align themselves with sustainable companies that serve a greater social purpose.~~

~~In our approach~~Spruce Construction. Pursuant to the Asset Purchase Agreement, the Company, Boetzkes and Patrick Laurie, the CEO of the Company’s ~~market opportunity, we not only look~~Canadian technology subsidiary, ECOIG Canada, have formed a new Alberta Business Corporation to own and deploy the acquired construction assets, named Spruce Engineering & Construction Inc. The Company owns 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 ~~great people~~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 ~~great technology,~~the Securities and Exchange Commission on August 11, 2021. The Company is accounting for the acquisition as ~~part~~a business combination under the guidance of ~~our nine-step “Evaluation~~ASC805.

On April 21, 2022, the Company entered into an amendment number one to ~~Market” discipline, we also look~~the Asset Purchase Agreement with Boetzkes and Spruce Construction, to ~~choose scalable technology opportunities~~extend the due date for the contingent cash payments under the Asset Purchase Agreement in the amount of approximately $104,000 USD ($130,000 CAD) due to Spruce Construction under the Asset Purchase Agreement. Under the Asset Purchase Agreement the $104,000 USD ($130,000 CAD) payment was due at 6 months after closing, and pursuant to ~~maximize profit margins.~~the April 21, 2022 first amendment, that payment was due at 12 months after the closing date, or October 3, 2022. As of the date of this filing, none of the contingent cash payments have been made to Spruce Construction under the Asset Purchase Agreement. On December 29, 2022, the Company entered into an amendment number two to the Asset Purchase Agreement with Boetzkes and Spruce Construction, to extend the due date and establish a monthly pay schedule for the approximately $104,000 USD ($130,000 CAD) due to Boetzkes and Spruce Construction under the Asset Purchase Agreement. Under the December 29, 2022 second amendment, monthly payments of $4,000 are now due beginning on January 31, 2023 to continue until the entire balance is paid. Additionally, the Company agreed to provide compensation to Boetzkes of one million restricted common shares in consideration for the failure to pay by the original APA deadline, which was a result of inadequate net cash flows within Spruce Engineering & Construction, Inc.

~~Business Model~~

AsLock-Up Leak-Out Agreement

On 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 December 31, 2021 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~~business is dependent upon our ability 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 innovationsgenerate sufficient cash flows from ~~concept to market. The Company has identified and is working directly with several contract manufacturers to allow us to scale manufacturing capacity~~operations to meet ~~expected product demand.~~

~~By employing~~its obligations, in which we have not been successful, and/or obtaining additional financing from our stockholders or other sources, as may be required. The issuance of additional equity or convertible debt securities by us could result in a ~~business plan purposefully designed to use leased employees, independent contractors~~significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities 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.future cash commitments.

~~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 to pay Eco-Gen. According to Eco-Gen, Eco-Gen’s primary clients and business are with purchasers who 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 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 delivery of Eco-Gen’s products: 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 order in the amount of $13,749,875 was made on November 2, 2020, is for a 2 megawatt generator, 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 in 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.

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 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~~months Ended September 30, ~~2021~~2022 compared to Three ~~Months~~months Ended September 30, ~~2020~~2021

~~The Company had no sales during~~Revenues were $191,231 for the three months ended September 30, 2022, and gross profit was $57,954, compared to none in the prior period. Revenues from the Company’s US and Canadian construction business began in late 2021 and ~~September 30, 2020.~~in 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 $196,916 and $245,036 for the three months ended September 30, 2022 and ~~$19,328~~2021, respectively. For the three months ended September 30, 2022, we incurred $75,000 in executive compensation and $31,800 in consulting fees compared to $75,000 of executive compensation and $126,500 in consulting for the three months ended September 30, 2021, and 2020, respectively. For the three months ended September 30, 2021, we incurred $75,000 in executive compensation and $126,500 in consulting fees compared to $0 of executive compensation and $15,000 in consulting fees for the three months ended September 30, 2020, respectively, primarily from stock-based compensation.

The Company ~~had no development~~also recognized interest expense of $105,248, including amortization of debt discount of $104,907, a derivative gain of $1,027,564, warrant gain of $4,200, and ~~manufacturing expense~~an impairment of its investment of $4,194 during the three months ended September 30, ~~2021 compared to $90,024 during the three months ended September 30, 2020.~~

The Company also recognized interest expense of $110,874, including amortization of debt discount of $119,548, a derivative loss of $64,080 and warrant liability gain of $22,282 during the three months ended September 30, 2021.2022. The Company also recognized a loss of ~~$38,519~~$350,000 related to additional shares to be issued to MCOA under the Share Exchange Agreement. During the three months ended September 30, ~~2020,~~2021, the Company recognized interest expense of ~~$9,791,~~$110,874, including amortization of debt discount of ~~$8,444,~~$119,548, a derivative loss of ~~$6,689.~~$64,080, A warrant fair value adjustment gain of $22,282 and a loss of $38,519 related to additional shares to be issued to MCOA under the Share Exchange Agreement.

As a result of the foregoing, we recorded net income of $326,560 and a net loss of $637,727 ~~and $40,828~~ for the three months ended September 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

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

~~The Company had no sales during~~Revenues were $618,992 for the nine months ended September 30, 2022, and gross profit was $54,299, compared to none in the prior period. Revenues from the Company’s US and Canadian construction business began in late 2021 and ~~September 30, 2020.~~in 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 ~~$387,440~~$507,881 and ~~$66,494~~$387,440 the nine months ended September 30, ~~2021~~2022 and ~~2020,~~2021, respectively. For the nine months ended September 30, ~~2021,~~2022, we incurred ~~$425,000~~$225,000 in executive compensation and ~~$673,097~~$203,550 in consulting fees compared to ~~$260,000~~$425,000 of executive compensation and ~~$2,145,750~~$673,097 in consulting fees for the nine months ended September 30, ~~2020,~~2021, respectively, primarily from stock-based compensation.

The Company ~~had $165~~also recognized interest expense of ~~development and manufacturing expense during~~$708,873, including amortization of debt discount of $647,418, a derivative loss of $362,662, a warrant gain of $131,925, a loss on the forgiveness of debt of $8,692, a loss on the impairment of investment of $63,253. During the nine months ended September 30, 2022, the Company also recognized a loss of $1,086,323 related to additional shares to be issued to MCOA under the Share Exchange Agreement. 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~~fair value adjustment gain of ~~22,282 during the nine months ended September 30, 2021.~~$22,282. The Company also recognized a loss of $331,019 related to additional shares to be issued to MCOA under the Share Exchange ~~Agreement. During~~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.~~2021.

As a result of the foregoing, we recorded a net loss of ~~$2,397,783~~$2,254,686 and ~~$3,269,243~~$2,397,783 for the nine months ended September 30, 2022 and 2021, ~~and 2020,~~ respectively.

Liquidity and Capital Resources

As of September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company had cash of ~~$9,438~~$15,398 and ~~$84,~~$28,534, respectively. Furthermore, the Company had a working capital deficit of ~~$2,369,793~~$4,049,241 and ~~$567,487~~$4,509,624 as of September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively.

During the nine months ended September 30, ~~2021,~~2022, the Company used ~~$370,688~~$536,581 of cash in operating activities due to its net loss of ~~$2,397,783,~~$2,254,686, partially offset by; amortization of debt discount of ~~$184,333; interest expense on derivative issuance of $493,729,~~$647,418; expense from shares to be issued to MCOA under the share exchange agreement of ~~$331,018,~~$1,086,323, stock-based compensation expense of ~~$509,600,~~$76,800, derivative gain of ~~$460,795, warrant gain of $22,282~~$362,662 and an increase in accounts payable and accrued expenses of ~~$648,137.~~$246,192.

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

During the nine months ended September 30, ~~2021,~~2022, the Company had net cash provided by financing activities of $519,691, primarily from $112,800 of proceeds on convertible debentures, $68,000 of proceeds from related party convertible debentures, proceeds from sale of common stock of $167,900, proceeds from sale of preferred C stock of $190,000, offset by repayments of convertible debentures of $8,500 and repayments of related party convertible debentures of $8,000 and repayments on notes payables of $2,509. The Company had cash net cash provided by financing activities of $448,682, primarily from $505,482 of proceeds on convertible debentures, $115,000 proceeds from sale of preferred C stock 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~~

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 effectiveness of our registration statement on Form S-1, as of January 15, 2021, 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.

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~~nine months ended September 30, ~~2021~~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.

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 filed April 15,~~ 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 2. Unregistered Sales of Equity Securities and Use of Proceeds.

~~On October 14, 2019,~~During the ~~Company issued 50,000,000 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 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 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,~~nine months ended September 30, 2022, 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.~~

On March 1, 2021, 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 shares of MCOA’s common stock, par value $0.001, equal in value to $650,000 based on the closing pricepurchase agreements for the ~~trading day immediately preceding the effective date, in exchange for the number~~sale 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 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~~205,000 shares of Series C Convertible Preferred Stock towith Geneva ~~for net cash proceeds~~Roth Remark Holdings. During the nine months ended September 30, 2022, $221,250 of ~~$35,000 pursuant to a~~ Series C Convertible Preferred ~~Purchase Agreement with Geneva, under the same terms described above.~~

~~On July 24, 2021, the Company~~Stock and ~~a contractor entered~~accrued dividends of $11,063 were converted into ~~a settlement agreement pursuant to which the Company issued 850,000 shares of restricted common stock to the contractor in payment of an outstanding invoice for $34,000.~~

~~In July 2021, the Company entered into a consulting agreement pursuant to which the company is to issue a total of 6,000,000~~153,892,604 shares of common stock. ~~3,000,000~~

During the nine months ended September 30, 2022, 296,383,893 shares of common stock were issued by 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~~Company for the ~~shares~~conversion of $343,599 in principal and ~~provide consulting services for~~interest of a ~~12-month period. As of September 30, 2021, the Company had issued a total of 4,500,000 shares pursuant to the agreement.~~convertible note.

Item 3. Defaults Upon Senior Securities.

~~None.~~On August 23, 2021, the Company entered into a securities purchase agreement (the “Coventry SPA”) with Coventry Enterprises, LLC (“Coventry”), pursuant to which the Company issued a 10% promissory note (the “Coventry Note”) with a maturity date of May 9, 2023 (the “Coventry Maturity Date”), in the principal sum of $150,000. Pursuant to the terms of the Coventry Note, the Company agreed to pay $150,000 (the “Principal Sum”) to Coventry and to pay interest on the principal balance at the rate of 10% per annum. The Coventry Note carries an original issue discount (“OID”) of $30,000. Accordingly, on the Closing Date (as defined in the Coventry SPA), Coventry retained an additional $7,200 of legal fees and paid the purchase price of $112,800 in exchange for the Coventry Note. Coventry may convert the Coventry Note into the Company’s common stock (subject to the beneficial ownership limitations of 4.99% in the Coventry Note) in the event of default at a variable conversion price equal to 90% of the lowest per-share during the 20 trading day period before the conversion. The note requires monthly payments of $23,571 commencing on November 8, 2022.

On November 14, 2022, we filed with the SEC a Notification of Late Filing pursuant to Rule 12b-25 of the Securities Exchange Act of 1934 indicating that we were unable to timely file our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, which was due on or before November 14, 2022. We indicated at the time that we expected to file this quarterly report no later than November 19, 2022, which is the fifth calendar day filing extension period afforded registrants under Rule 12b-25 of the Securities Exchange Act of 1934. As of November 19, 2022, however, we remained unable to file this quarterly report. As such, from November 19, 2022 until December 22, 2022, the date of filing of this Report, we were in default under the Coventry Note with respect to its compliance requirements, as a result of our delay in filing this quarterly report with the SEC. On December 21, 2022, the Company received a written notice of default from Coventry Enterprises, informing us that the default provisions of the note were in effect, bringing the principal balance of the note from $150,000 to $180,000.

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*		Second Amendment to Asset Purchase Agreement by and between Issuer, Spruce Engineering & Construction, Inc., Spruce Construction, Inc., and Timothy Boetzkes, dated December 29, 2022.

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*		i~~INLINE~~ XBRL 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~~January 6, 2023	~~By:~~	/s/ Julia Otey-Raudes
		Julia Otey-Raudes
		President, Secretary, Treasurer and Director
		(Principal Executive Officer)

Dated: ~~November 18, 2021~~January 6, 2023	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~~January 6, 2023	By:	/s/ Julia Otey-Raudes
		Julia Otey-Raudes
		President, Secretary, Treasurer and Director
		(Principal Executive Officer,)

Dated: ~~November 18, 2021~~January 6, 2023	By:	/s/ Julia Otey-Raudes
		Julia Otey-Raudes
		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)


	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


	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		$	—