DD Support Board and Research Team

[nodummy]

ECOS - you are referencing a deal from December of 2016

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=141799531

That was a joint venture not a merger. It is an agreement between Lakershore Recyclying Systems LLC and ECOS to create a new entity named Eco Bio-Art LLC that would be used to hold the Bio-Art project.

I haven't followed the stock much but just by glancing through old press releases and twitter posts, and company websites, it looks like ECOS claimed to have some kind of sustainable, compost technology which could redirect all organic waste into a valuable byproduct.

ECOS also claimed that they were working on projects which would monetize that technology (enter Lakeshore Recyclying Systems LLC which was supposed to be doing a joint venture project with ECOS dubbed BIO-ART).

ECOS would own 95% of Bio-Art LLC and Lakeshore would own 5%.

Very little was invested in the project. ECOS gave $100 and Lakeshore gave $100.

Also as part of the joint venture, Lakeshore agreed to allow ECO Bio-Art LLC to sell and lease equipment to Lakeshore customers which would have resulted in revenues for ECOS.

Lakeshore was given the option to acquire ECOS stock through warrants. Through the warrants Lakeshore could acquire stock at $.0003 up to 5 1/3% of the ECOS O/S, at $.0025/share up to 5 1/3% of the O/S, and at $.005/share up to 5 1/3% of the O/S. I think the idea was that as a partner with ECOS, ECOS wanted to Lakeshore a good deal if Lakeshore decided they wanted to make a capital investment in ECOS.

It doesn't look like the Lakeshore Recycling Systems LLC deal ever amounted to anything of any value to ECOS. Looking through the last 3 SEC financial reports - three 10Q filings done during 2017 - ECOS reported no revenues. That means that ECOS never ended up selling any equipment to any Lakeshore customers and no organic waste recylying plants were ever opened.

https://backend.otcmarkets.com/otcapi/company/sec-filings/12434485/content/html

https://backend.otcmarkets.com/otcapi/company/sec-filings/12434897/content/html

https://backend.otcmarkets.com/otcapi/company/sec-filings/12443313/content/html

BIO-ART was supposed to be the building of organic waste recycling installations centers, but all it ended up being was 18 month of unfullfilled promises.

When ECOS first disclosed the Lakeshore Recylcing Systems LLC deal ECOS had $698 cash and a float of under 1,200,000,000 shares.

The LakeShore Recyclying Systems LLC deal quickly became a nice pumping point and well known pump sites quickly jumped on it

https://insiderfinancial.com/ecolocap-solutions-inc-otcmktsecos-is-a-penny-stock-that-can-move

As ECOS made announcements like:

New Management to lead the project

https://www.prweb.com/releases/2017/04/prweb14288360.htm

The introduction of the Bio-Art system

https://www.prnewswire.com/news-releases/ecolocap--lakeshore-recycling-systems-officially-introduce-bioart-system-300530241.html

A contract already arranged with a future customer

https://www.prnewswire.com/news-releases/ecolocap-and-choice-north-agree-to-implement-ecos-bioart-technology-at-their-facility-in-spring-of-2018-300556574.html

Deals with sales representatives for when their first plant opened

https://www.prnewswire.com/news-releases/ecolocap-solutions-agrees-with-allsource-environmental-llc-as-ecos-bio-art-sales-representative-300590323.html

A plan to raise money through an ICO

https://www.prnewswire.com/news-releases/ecolocap-creates-new-product-brand-and-crypto-asset-plant-token-300601243.html

Testing on their first plant

https://www.prnewswire.com/news-releases/ecos-to-introduce-a-new-source-of-biomass-fuel-300621074.html

Then delays with the testing

https://www.prnewswire.com/news-releases/ecolocap-provides-update-on-initial-bioart-installation-300625171.html

The float grew by over 10 billion shares and now sits at over 11,151,668,668 shares.


I do believe that ECOS was developing something. When the project started they had only a little cash as the only asset. The last 10Q for the period ending September 30, 2017 showed $595k in invetory which maybe be equipment, parts, etc used for the construction of their first plant.

But some of the recent developments make you wonder if the project is still on or if ECOS has given up.

As you noticed the Nevada entity for ECOS is now in default after failing to file the annual report that was due on March 31, 2018

https://www.nvsos.gov/sosentitysearch/CorpDetails.aspx?lx8nvq=Q0VDOpN%252fgIK1biNqZr4fnw%253d%253d&nt7=0#

ECOS is now a delinquent SEC filer after failing to file the 10K that was due on March 31, 2018

https://www.otcmarkets.com/stock/ECOS/disclosure

Since announcing that they had some delays with the testing phase on April 5, 2018, ECOS has been very quiet.

No new press releases, no new tweets.

https://twitter.com/ecolocap?lang=en

Even the debt conversion appear to have stopped in recent weeks after the stock price got stuck on $.0001/share. Maybe that's why ECOS didn't file its 10K was to trigger some clause in the Notes that requires that ECOS stay current with its SEC filings.

ECOS has 25,000,000,000 authorized shares so they have a little room left to keep using equity to raise capital through toxic financing agreements, but the float has pretty much been bloated beyond use. It is really hard to move a stock with a float over of 11 billion shares.

They will obviously need a lot more capital to finish the project and run the project until the project is self substaining (assuming it ever gets to that point). The only way I see that happening is if ECOS does a reverse split.

I remember ECOS had trouble in the past trying to get a reverese split approved because of some convertible debt deals they had with Curt Kramer who the SEC dubbed as a bad actor. But even if ECOS does get a reverse split it won't help for very long. The toxic debt situation for ECOS is out of control. The toxic debt situation is the reason that ECOS is now basically stuck on $.0001/share with a float over 11.1 billion.


Between January 1, 2017 and September 30, 2017, ECOS issued 4,947,338,959 free trading shares of stock to toxic lenders for the conversion of $163,672 in debt and $178,876 in interest. That's an average conversion price of $.00007/share. (4 zeroes)

Between January 1, 2017 and September 30, 2017, ECOS issued 541,100,000 restricted shares to related party individuals (company insiders) for the conversion of $5,410 in related party debt. That's an average conversion price of $.000001/share. (5 zereos)

Between October 1, 2017 and December 2, 2017, ECOS issued 2,184,944,592 free trading shares of stock for the conversion of $2,995 in debt and $94,737 in interest. That's an average conversion price of $.000044/share (4 zereos).

So all total that's 7,132,283,551 free trading shares of stock total issued between January 1, 2017 and December 2, 2017 to pay off $166,667 in debt and $273,613 in interest.

As of December 2, 2017 ECOS had $967,655 in third party convertible debt left plus over $500,000 in interest on those debts.



As for your questions.

1) A merger requires a merger filing at the SOS. You have to be current with your business license/taxes owed before you can file amendments for corporate changes. ECOS would have to do its 2018 annual report first then it can do a merger filing.

2) A company can change its name at the local SOS, but that doesn't change the name of the public ticker. To do a corporate action (like a name change) for a public ticker you have to submit a corporate action request to FINRA then FINRA has to approve the request. FINRA will want to see certain information and if some information is missing or raises red flags then FINRA may refuse to approve the corporate action request.

3) The Nevada Secretary of State (and all SOSs for all states at that matter) require businesses to file an annual report each year which includes a fee (the annual tax fee) in order for a business to stay current with its business license. When a Nevada entity fails to do its annual filing/pay its annual tax then it goes into default status. If a Nevada entity fails to do its annual filing/pay its annual tax for 2 straight years it becomes revoked. I can't speak as to why ECOS is late with its annual filing/fees. It could be they just forgot. Or judging by the fact that ECOS is also late with its 10K filing, it could be a shortage of cash issue or ECOS may just be giving up and abandoning its business operations.

4) LRS isn't looking to go public and if they were they definitely wouldn't want to reverse merger into a heavily diluted Issuer like ECOS. The ECOS shell carries no value at this point because the float is so big that it is extremely difficult to get the price off of $.0001/share. If you can't move the price you can't use the Issuer to raise any money. The toxic debt situation for ECOS is beyond repair barring multiple (at least 2) reverse splits, but even if they do get the toxic debt situation settled, there are still a lot of other liabilities on the balance sheet. People ECOS owes money to are going to want to get paid and it appears that the only way for ECOS to raise any money is through toxic financing which will just cause a repeat of the debt/dilution situation which caused ECOS to get stuck on $.0001/share with a float of over 11.1 billion in the first place.

5) Those warrants were not a great deal for ECOS. Warrants serve two purposes. The warrants often provide the owner(s) of the warrants with an opportunity to acquire stock directly from the public Issuer sometimes below the market price, but they also provide the public Issuer as a way of raising cash by selling stock to select investors at a set price. The way these warrants were structured Lakeshore Reccyling could have acquired stock at $.0003/share up to 5 1/3% of the O/S. Since ECOS has mostly traded below $.0003/share since December of 2016 it really didn't end up turning into anything good for Lakeshore either, but it could have if the ECOS share price had managed to climb much higher than $.0003/share for any extended stretch of time. Lakeshore never exercised any of the warrants.