Annual Report (10-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)


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

For the fiscal year ended December 31, 2012

or

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

For the transition period from ____________________ to ____________________

Commission File Number: 000-15216

GLOBAL ECOLOGY CORPORATION

(Exact name of registrant as specified in its charter)


Nevada	86-0892913
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

96 Park Street, Montclair, New Jersey	07042
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (973) 655-9001

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Name of each exchange on which registered
Common Stock	OTCQB

Securities registered pursuant to Section 12(g) of the Act:

None

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

o Yes þ 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.

o Yes þ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þ Yes o 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. þ

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


Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o (Do not check if a smaller reporting company)	Smaller reporting company	þ

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity as of June 30, 2012: $ 3,644,202 based on the average of the bid and asked price of $0.01 per share.

State the number of shares outstanding of each of the issuer’s classes of common equity, as April 1, 2013: 499,900,350 shares of common stock, $.001 par value.

DOCUMENTS INCORPORATED BY REFERENCE

None.

GLOBAL ECOLOGY CORPORATION

(A Nevada Corporation)


TABLE OF CONTENTS		PAGE
PART I
Item 1.	Business	3
Item 1A.	Risk Factors	8
Item 1B.	Unresolved Staff Comments	11
Item 2.	Properties	11
Item 3.	Legal Proceedings	11
Item 4.	[Removed and Reserved]……………………………………………………………………...	12
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	12
Item 6.	Selected Financial Data	15
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 8.	Financial Statements and Supplementary Data	23
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	48
Item 9A.	Controls and Procedures	48
Item 9B.	Other Information	49
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	49
Item 11.	Executive Compensation	53
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	55
Item 13.	Certain Relationships and Related Transactions, and Director Independence	56
Item 14.	Principal Accounting Fees and Services	57
PART IV
Item 15.	Exhibits, Financial Statement Schedules	58
SIGNATURES		59

PART I.

Cautionary Statement Regarding Forward Looking Statements

Certain of the statements contained in this Form 10-K for the period ended December 31, 2011 should be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which reflect the current views of Global Ecology Corporation (collectively, with its subsidiaries, “GECO” or the “Company”) with respect to current events and financial performance. You can identify these statements by forward-looking words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “plan,” “could,” “should,” and “continue” or similar words. These forward-looking statements may also use different phrases. From time to time, GECO also provides forward-looking statements in other materials GECO releases to the public or files with the SEC, as well as oral forward-looking statements. You should consult any further disclosures on related subjects in GECO’s quarterly reports on Form 10-Q and Current Reports on Form 8-K filed with the United States Securities and Exchange Commission, or the SEC.

Such forward-looking statements are and will be subject to many risks, uncertainties and factors relating to GECO’s operations and the business environment in which GECO operates, which may cause its actual results to be materially different from any future results, express or implied, by such forward-looking statements. Statements in this annual report and the exhibits to this report should be evaluated in light of these important risks, uncertainties and factors. GECO is not obligated to, and undertakes no obligation to publicly update any forward-looking statement due to actual results, changes in assumptions, new information or as the result of future events.

This Annual Report, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13(a) of the Exchange Act are made available free of charge through the SEC’s website (www.sec.gov), which contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. In addition, these documents are made available on GECO’s website as soon as reasonably practicable after the material is electronically filed with, or furnished to, the SEC. The public may read and copy any material GECO files with the SEC at the SEC’s Public Reference Room located at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

Item 1. Business

Our Company

Global Ecology Corporation (“GECO”) is a Nevada corporation formed in 1993. Our principal executive office is located at 96 Park Street Montclair, New Jersey 07042 and our telephone number is (973) 655-9001. GECO’s website is www.geco.us . From 1998 until the third quarter of 2004, we provided financial products and related services to the new and pre-owned automotive finance industry. We primarily purchased and subsequently sold automobile finance receivables collateralized by new and pre-owned automobiles. The receivables were predominately purchased from automobile retailers nationwide and sold to banks and credit unions.

We changed our name to Homeland Security Network, Inc. on March 1, 2005 to reflect the direction of a new course of business. HSNI targeted markets such as commercial trucking and cargo management, commercial fleet management, equipment rental and personal vehicle tracking. During the period from March, 2005 until the end of 2007, we provided the GPS tracking industry with state-of-the-art software, as well as low cost tracking hardware, and the ability to offer a cost-effective data transmission fee.

In the fourth quarter of 2007, we began investing in a new industry and we secured distribution rights to a patented water restoration technology, which represented a substantial opportunity in the multi-billon dollar global water purification market. Our company has proposed the use of its services in the United States and in several foreign countries. On August 18, 2009 we changed our name to Global Ecology Corporation to reflect this shift in business direction to the environmental sector.

GEC Organics Corporation

In addition, we also entered into a joint venture with Huma-Clean, LLC, a Texas-based soil remediation and re-seller of processed soil for consumer and commercial users. The first project is underway in Juarez, Mexico, and we are hopeful that the next sites will be located in the United States. Our initial belief was that revenue from these activities would begin to be recorded in the fourth quarter of 2008 and that the first order of its processed soil has would have been received for in excess of $2,000,000. However, the violence that occurred and continues to occur in the City of Juarez, Mexico, and the surrounding area has taken the government officials’ focus away from the building and expansion of their farmlands.

As a result, on May 25, 2011, we executed letters of intent with the Town of Castleberry, the Town of For Deposit and the City of White Hall, which are located in the State of Alabama for the development of locations in each of the three cities for the accumulation of certain organic waste which will be used in the production of our natural fertilizer/soil additive and allow for the expansion of the market where we can sell our soil and water remediation technologies. On October 25, 2011, we received the last tranche of the funding necessary to begin the construction process on its first domestic organic soil amendment site in Castleberry, Alabama. The location, which encompasses nearly 70 acres, will be one of the largest of its kind in the U.S. Though our wholly-owned subsidiary GEC Organics Corporation, we began to produce our proprietary compost product at our 70-acre facility located in the Town of Castleberry in January 2012. Our proprietary compost product is designed to greatly enhance crop yield and turf growth while continuing to maintain soil integrity. The highly nutritious compost is made from chicken waste blended with green waste and enhanced with GEC's licensed microbial formula. When fully operational, the Castleberry, Alabama site will be able to produce up to 20,000 tons of OAS1000 solid compost and in excess of 10,000 gallons of OSA101 liquid compost each month. As of December 31, 2012, we had initiated limited production and marketing of our organic soil product, we can provide no assurance that the product will be widely accepted by our targeted consumers in order for us recognize a return on our investment.

GEC Africa

In December 2010, we executed a Joint Venture Agreement with Isongo Water (Pty), Ltd., of Pietermartizburg South Africa (“Isongo”), whereby we have agreed to form a subsidiary company to be named GEC Africa (the “JV Company”) with Isongo, which will be jointly owned 50% by each company. The JV Company will pursue business interests throughout South Africa and neighboring countries that will initially commence with the sale of our Mobile PureWater System (“MPWS”) and our ionized mineral solution, IMS1000. Based on the success of the venture we intend to later incorporate the sale of our other proprietary and licensed technologies through the JV Company in certain African territories. As part of joint venture relationship, Isongo will be granted an exclusive license for the sole benefit of GEC Africa for the sale and distribution of the MPWS and the IMS1000. The intention of the parties is for GEC Africa to have its own local manufacturing facility for the MPWS and its solution, which Isongo has the capability to provide. There will be minimum sales volume requirements for the continuation of the relationship. We can provide no assurances that the joint venture relationship with Isongo will be successful or be able to generate significant revenue, if at all. As of December 31, 2012 there has been no activity to report.

We continue to develop our relationships in South Africa through our subsidiary GEC Africa which is a joint partnership with Isongo. Representatives of our company demonstrated our MPWS in real time as it produced potable water from several contaminated sources. These demonstrations were performed in the most challenging conditions where rivers look like dark chocolate and E. coli, streptococcus, and other dangerous pathogens are abundant. Our group met with government officials from municipalities and water processing facilities including, The Department of Water Affairs and The South African Bureau of Standards, which has now agreed to accelerate the registration process for our licensed, proprietary formula, IMS1000. Many public and private entities in Africa are seeking ways to provide safe water without the use of chlorine and our IMS1000 solution will help to accomplish this goal. We also had discussions with two municipalities for the use of our bio-remediation technology for the processing of bio-solids from their waste water treatment facilities. Additional uses of IMS1000 such as the de-contamination of large bodies of water, vegetable washes, poultry processing plants, and mining water reclamation are currently under discussion. GEC Africa has now engaged several distributors to market our products and services throughout the continent. This distribution channel under the supervision of GEC Africa is expected to accelerate the development of our coverage and produce sustainable revenue. As of December 31, 2012 there has been no activity to report.

Clean Tower Technologies, Inc.

In January of 2011, we formed a wholly subsidiary, CleanTower Technologies, Inc., for the purpose of developing a market for our licensed environmentally safe chemical IMS1000. The solution is produced under a private label arrangement with our Canadian supplier, EnvirEau Technologies, Inc. This new company will eventually include a number of affiliates with industry experience to help us build the operation. As of December 31, 2012 there has been no activity to report.

As a part of our strategic business initiatives we have supported a number of events at the United Nations and have established ourselves as a strategic partner with International Renewable Energy Organization (“IREO”), a Brazilian private partner of the United Nations. Peter Ubaldi, our President and CEO, has been appointed as Chairman of IREO’s Water Restoration Committee. We have proposed our remediation technology for contaminated bodies of water and for the remediation of soil in South America, Central America, the Philippines and the United States as part of its expanding marketing efforts.

We have incurred operating losses of ($991,860) and ($1,249,621) for the years ended December 31, 2012 and 2011, respectively, and we have had working capital deficiencies in both years. Our financial statements have been prepared on the assumption that the Company will continue as a going concern. We are seeking various types of additional funding such as issuance of additional common or preferred stock, additional lines of credit, or issuance of subordinated debentures or other forms of debt. The additional funding would alleviate our working capital deficiency and increase profitability. However, it is not possible to predict the success of management's efforts to achieve profitability or to secure additional funding.

If additional financing arrangements cannot be obtained, we would be materially and adversely affected and there would be substantial doubt about our ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and realization of assets and classifications of liabilities necessary if the Company becomes unable to continue as a going concern.

Plan of Operation

Management is taking the following steps to create shareholder value and revenue growth for our company: (i) development of global partnerships to create distribution channels for our products; (ii) entering into and exploring a number of strategic partnerships both domestically within the United States and internationally to assist us in the development of our technologies; (iii) expansion of sales and marketing efforts into various markets impacted by environmental issues such as the water cooling tower market; (iv) continual development of proprietary technologies as well as development of new licensing arrangements for technologies that complement our current product offerings; and (v) aggressively pursuing regulatory approval in both the United States and internationally to allow for the use of our products in a broad range of environmental remedial markets.

Our future success is likely dependent on its ability to create profitable growth and attain additional capital to support growth and ultimately our ability to reach profitability and maintain profitability once we have reached that stage. There can be no assurance that we will be successful in obtaining any such financing, or that it will be able to generate sufficient positive cash flow from operations. The successful outcome of these or any future activities cannot be determined at this time and there is no assurance that if achieved, we will have sufficient funds to execute its business plans. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should we be unable to continue as a going concern.

Our Products and Services

Our current portfolio of proprietary and licensed technologies focus on point-of-use water purification systems, and water and soil remediation solutions which meet the long and short term water and soil quality requirements of world markets for residential, commercial, industrial, and emergency applications. Our current portfolio of technologies includes:

Mobile PureWater System (MPWS)

MPWS is a flexible and mobile water purification system for use in areas where safe and clean drinking water is scarce or affected by natural disasters. It is the most cost effective, transportable; high-volume purified water production system available in the market today and can meet the daily water consummation needs of 5,000 people.

Water Remediation

Our water remediation licensed technology uses the Ionized Mineral Solution IMS1000 ™ to treat contaminated bodies of water which is Health Canada, NSF and EU certified and approved. It is used for numerous applications including, treating reservoirs, lakes and other large bodies of water. Additionally we can serve large HVAC systems, waste water systems, drilling water de-contamination, and various agricultural applications. It is also a vital component of our MWPS technology. The chemical not only safely cleans the water, but provides the added benefit of keeping water infrastructure delivery systems free of harmful bacteria and biofouling organisms. IMS 1000 ™ is produced for GEC by Canadian company EnvirEau Technologies.

Soil Remediation

We use a licensed product from HumaClean ’ s proprietary mixture of several different organic components that breaks down and eliminates contaminants yielding a very high grade organic top soil.

GEC’s expanding portfolio of patented and licensed environmental remediation technologies are specifically targeted at contaminated water and soil environments. We provide site owners, engineers, consultants, governmental agencies, and the academic community unbiased design and cost-effective remediation strategies. Our field-proven biotechnology-based solutions are used around the world to effectively manage complex, challenging environmental liabilities, while saving clients significant time and money. Our technically superior remediation solutions are proven to treat the widest range of organic contaminants by accelerating natural attenuation in water and soil.

Sales Strategy and Distribution Channels

GEC focuses on three market segments to implement its highly focused sales strategy:

National, State and Local Municipalities : GEC works with domestic governmental agencies on the national, state and local levels to provide its remediation technologies for the treatment of soils and groundwater that these agencies oversee.

International Organizations : GEC is an affiliate of two Private Partners to the United Nations. There are only approximately 186 companies with this designation. Furthermore, the company is committed to working with other international organizations and foreign governments to address the worldwide problem of contaminated water and soil.

Private Engineering Firms : GEC is also committed to serving environmental engineering firms with a range of services in support of on-site and in situ soil and groundwater remediation.

Partnership Approach

Our partnership strategy is to engage and enter into strategic partnerships with local companies capable of deploying our technologies in a particular country, region or continent. We believe this strategy helps to develop relationships with local, national and regional regulatory bodies that are interested in deploying our technology while at the same time giving us a local footprint for construction, development and deployment of our technologies at a lower cost point if we were only to operate within the United States. We also review our customer’s processes to identify value added processes, and reduce redundancy. This process has been an effective way of integrating our process to customer’s needs and has resulted in improving our customer’s relations and integration of our products into international markets.

Competition

The environmental industry is large, competitive and diverse, and is serviced by many companies, including several that have achieved significant market share. We compete with numerous domestic and foreign firms developing and deploying solutions to environmental concerns impacting many regions around the world. Because of our market’s size and diversity, we do not typically compete for contracts with a discreet group of competitors. We compete with different companies depending on the type of service and/or geographic area. Certain of our competitors may have greater manufacturing, financial, research and development and marketing resources. We also face competition from current and prospective partners that evaluate our capabilities against the merits of manufacturing products internally or licensing our licensed products directly from the manufacturing source.

Competitive Advantage

We believe our company stands alone from any current competition. Through our portfolio of technologies we are able to offer their customers a comprehensive solution to their contaminated water and soil problems in an “eco-friendly” manner. Furthermore, we believe that its extensive governmental relationships both with domestic and international agencies provide the company an advantage in over the competition in access to distribution channels for the Company’s products.

Legal and Regulatory Issues

The laws, rules, and standards applicable to water quality and wastewater cleanup vary widely from country to country. The regulations have a profound impact on all who use water and discharge wastewater. The prevailing trend in recent decades favored stricter regulations, with higher levels of monitoring and penalties. Water testing has become routine; companies can be fined for a full day for a momentary lapse. Thus, operators are more vigilant in ensuring that plant effluents meet the mandated minimum levels.

As a general rule, the richest countries have the most restrictive rules about water quality. In North America, Canada and the United States have strong legislation and high standards, and enforcement is becoming more stringent. Canada's system is relatively decentralized, with authority shared among federal, provincial, and local authorities. In the United States, the Environmental Protection Agency administers primary government directives. Mexico's environmental regulations are considered the weakest of these three North American countries. Regulations in Western Europe are among the toughest in the world. The European Union adopted directives in 1991 vis-a-vis urban and industrial wastewater with deadlines in 2005. In other regions, rules are uneven and enforcement is non-existent or spotty. Along with others, we see a general trend toward stricter laws and improved enforcement.

Reliance on Strategic Partners and Licensors

We rely heavily on strategic partners to deploy our product offering and licensors to continue to license to us their proprietary technologies which are either a main product offering comprising our suite of product offerings or are a main component of our own proprietary technology. If we are unable to continue these strategic partnerships or license our products from our licensors it could have a negative impact on our operations, our potential sources for revenue and such shareholder value that could result from such relationships.

Competitive Advantage

Legal and Regulatory Issues

become routine; companies can be fined for a full day for a momentary lapse. Thus, operators are more vigilant in ensuring that plant effluents meet the mandated minimum levels.

Reliance on Strategic Partners and Licensors

Personnel

As of December 31, 2012, we employed a total of 4 people. No employees are covered by a collective bargaining agreement.

Item 1a. Risk Factors

Going-Concern Opinion of our Financial Statements:

Our financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets and liquidation of liabilities in the normal course of business. The Company had: (i) a net loss of ($991,860) from operations; (ii) used ($621,406) in cash from operations; (iii) a total shareholders’ deficit of ($4,825,194); and (iv) a total net loss of ($1,109,863) for the year ended December 31, 2012. Therefore the ability of the Company to operate as a going concern is still dependent upon its ability (1) to obtain sufficient debt and/or equity capital and/or (2) to begin to generate positive cash flow from operations.

Limited Operating History of Present Business:

Our prospects must be considered in light of the risks, expenses, difficulties and problems frequently encountered in transitioning a company into new business opportunities.

Risks, uncertainties and factors that could cause GECO’s actual results to differ materially from forward-looking statements include, but are not limited to, the following:

The ability to maintain adequate liquidity and produce sufficient cash flow to meet our capital expenditure requirements;

The ability to attract and retain qualified management and other personnel;

The number of potential customers in a target market;

Changes in the competitive environment in which we operates;

Changes in government and regulatory policies;

Uncertainty relating to economic conditions generally and in particular affecting the markets in which we operate;

Pricing and availability of equipment, materials, inventory and programming;

The ability to complete acquisitions or divestitures and to integrate any business or operation acquired;

The ability to enter into strategic alliances or other business relationships;

The ability to overcome significant operating losses;

The ability to reduce costs;

The ability to develop our products and services and to penetrate existing and new markets; and

Technological developments and changes in the industry.

Risk Associated with Expansion:

Our growth strategy may include future mergers or acquisitions, or expansion of services and products offered. There can be no assurance that management will successfully integrate our “refocused” operations with those that may be acquired or established in the future and effectively manage the combined enterprise. There will be a need to limit overhead as additional operations may be acquired while still maintaining sufficient staff. Failure to do so would have a materially adverse effect on our business, financial condition and results of operations (See Plan of Operations).

Competition:

We will also experience competition in the water purification and soil remediation industries. Both of these segments rely on technologies that must satisfy numerous regulatory and compliance requirements which have already been overcome by the developers of the technology that we have licensed. We are aligning our self with established professionals and experts in these industries. We anticipate that the new technologies which we will bring to the market should provide a competitive advantage. However, there are large and well capitalized businesses that will offer competition that could make our progress into this new business segment difficult.

Dependence on Key Alliances:

Presently, we no longer are dependent on a single electronics developer and manufacturer to develop and manufacture our products. However, it is possible that new emerging technologies could render our products obsolete or that procurement of supplies could become scarce or more costly to acquire should our suppliers terminate their alliance with us.

Additionally, we presently rely on the ability of a wholesale distributor, strategic alliances and a limited in-house sales force to market and sell the products. Many competitors are larger and have greater financial and marketing resources than us.

Dependence on Management Information Systems:

Our future success depends in part on the ability to continue to adapt technology on a timely and cost-effective basis to meet changing customer and industry standards and requirements.

Dependence on Key Personnel:

We are highly dependent on the services of certain key employees. We have entered into an employment agreement with some, but not all such employees. The loss of certain key employees' services could have a materially adverse effect on our business and operations. In addition, our future success depends upon its ability to attract and retain qualified general personnel, which have sufficient and suited expertise in the water purification industry and the soil remediation business. There can be no assurance of success in attracting and retaining qualified personnel in the future.

Market for Common Stock; Volatility of Prices:

There has been a limited public trading market for our shares of common stock. There can be no assurance that a regular trading market for the common stock will ever develop or, if developed, that it will be sustained. The market price of the common stock could also be subject to significant fluctuations in response to such factors as variations in the anticipated or actual results of operations of the Company, changes in conditions affecting the economy generally, analyst reports, general trends in industry, and other political or socioeconomic events or factors.

Liquidity and Need for Additional Funding:

Due to recurring operating losses and our current working capital deficit, there is a need to obtain additional funding of working capital for us to operate as a going concern. Various types of additional funding such as issuance of additional common or preferred stock, additional lines of credit, or issuance of subordinated debentures or other forms of debt will be pursued. We are currently negotiating additional investments in the company. However, there can be no assurance that additional funding will be available when needed, or if available, that its terms will be favorable or acceptable.

Substantial Leverage:

Although substantially leveraged at the end of fiscal year 2012 in order to meet the ongoing working capital requirements of us, additional indebtedness may have to be incurred, perhaps resulting in a more highly leveraged capital structure. A highly leveraged capital structure could have adverse consequences, including:

Limiting the ability to obtain additional financing;

Requiring the use of operating cash flow to meet interest and principal repayment obligations;

Increasing our vulnerability to changes in general economic conditions and competitive pressures; and

Limiting our ability to realize some or all of the benefits of significant business opportunities.

In addition, any indebtedness that would be incurred is expected to contain covenants that limit, among other things, the ability to incur additional indebtedness, engage in mergers and acquisitions, pay dividends or take other actions. These covenants may also require the meeting of certain financial tests and the maintenance of a minimum level of collateral and may give the lender the right to perform periodic audits to ensure compliance with the terms of the applicable loan. Non-compliance with any of the terms of such covenants may result in a suspension of funding, acceleration and consequent demand for repayment and a foreclosure on collateral, as well as the pursuit of other rights and remedies, all of which could have a materially adverse effect on our financial condition, results of operations and prospects of the company.

Interest Rate Fluctuations:

Our profitability is based, in part, on the interest rate charged on interest bearing liabilities. Interest rates with respect to outstanding indebtedness or indebtedness that may be incurred in the future are, or will be, as the case may be, based on interest rates prevailing in the market at the time the debt is incurred. In some cases, the rates may be floating rates. Increases in interest rates paid on outstanding indebtedness would adversely affect our profitability and consume cash allocated for other operating activities.

Lack of Prospective Dividends:

We have not paid any dividends on its common stock and anticipates that future earnings, if any, will be used to reduce debt or finance future growth and that dividends will not be paid to shareholders. There can be no assurance that operations will result in sufficient revenues to enable us to operate at profitable levels or to generate positive cash flow. Accordingly, we do not anticipate the payment of any dividends on common stock for the foreseeable future (see Item 5, Market for Common Equity and Related Stockholder Matters).

Inflation:

Higher interest rates, which generally occur with inflation, would tend to increase the cost of credit used by us and would thus, decrease profits.

Possible Other Risks:

In addition to all risks and assumptions including, but not limited to, those identified under this "Risk Factors" section, businesses are often subject to risks not foreseen or fully appreciated by management. In reviewing this report, investors and potential investors should keep in mind other possible risks that could be important. Among key factors that may have a direct bearing on our results are competitive practices in GPS tracking industries and the environmental restoration business, the ability to meet existing financial obligations in the event of adverse industry

or economic conditions or to obtain additional capital to fund future research and development requirements of their products, commitments and expansion, and the impact of current and future laws and governmental regulations on operations.

Item 1b. Unresolved Staff Comments

None.

Item 2. Description of Property

We currently lease approximately 1,000 sq. ft. of office space located at 96 Park Street, Montclair, New Jersey 07042 for $13,300 per year. The lease automatically renews every year unless otherwise terminated pursuant to the terms of the lease. We also entered into a short term commercial lease for the 70 acres associated with our production facilities in Castleberry, Alabama, with an option to purchase the real estate. The lease expired on March 1, 2013 but the landlord has agreed to renew the lease for another six months. The payment to the landlord is $5,000 per month with $3,000 being applied to rent and $2,000 toward the purchase price. The company is also currently attempting negotiate a finance arrangement to purchase the property which it anticipates closing by the end of the 2013.

Future minimum annual payments expected under the operating leases are as follows:


December 31,	Amount(1)
2013	40,300
Total	40,300

(1)

The amount assumes the company is able to negotiate a finance arrangement and purchase agreement for 70 acres associated with our production facilities in Castleberry, Alabama prior to the expiration of six month extension. If the company is unable to renew the lease prior to the expiration of the extension, the company will likely extend the lease through the remainder of the year, therefore, the total lease obligations for 2013 would increase by $9,000 for a total of $49,300.

Item 3. Legal Proceedings

The Company is presently a party to legal proceeding as follows:

As of December 31, 2012, the Company was a party to the following legal proceedings:

We, through our former wholly owned subsidiary, Autocorp Financial Services, Inc. (“ACFS”) had entered into an auto loan servicing agreement dated January 7, 2003. ACFS and HPCU have disputes over collection of certain auto finance receivables and general performance under the servicing agreement. During 2008, HPCU and the Company entered into a $41,000 settlement agreement. Under the terms of this agreement, we were to pay $5,000 upon signing of the document and make monthly payments of $1,000 through February 2009. A balloon payment of $24,000 was due on March 1, 2009. This settlement is secured by a $41,000 judgment. As of December 31, 2012 , 2012, payments totaling $9,000 have been made under this settlement agreement.

We entered into a convertible promissory note for $100,000 with Chris Verrone in May 2008. In June 2008, the note was converted into shares of common stock at the holder’s request. Subsequently, the individual requested additional consideration and even though the Company had no obligation to accommodate the request, the Chairman of the Company advanced him $25,000 of his own funds and the Company signed an agreement in September 2008 to pay him an additional $75,000 within 60 days. We have not been able to meet this deadline and the individual had commenced litigation and received a judgment. This amount has been provided for in the financial statements under the notes payable.

value of $.02 per share. We booked a reduction in the principal balance of $100,000. Although as of December 31, 2012 the outstanding balance was $0.00.

In addition to the matter described above, we are involved in various legal actions and claims from time to time, which arise in the normal course of business. In our opinion, the final disposition of these matters will not have a material adverse effect on our financial position or results of operations except as otherwise disclosed in Note 21 – “Subsequent Events” - in our attached financial statements.

Item 4. [Removed and Reserved.]

PART II

Item 5. Market for Common Equity and Related Stockholder Matters

Bid and ask quotations for our common shares are routinely submitted by registered broker dealers who are members of FINRA that make markets in our stock on the OTCQB. These quotations reflect inner-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. The high and low bid information for our shares for each quarter for the last two years, so far as information is reported, through the quarter ended December 31, 2012, as reported by the Bloomberg Financial Network, are as follows:





Fiscal 2012:		Low		High
First Quarter	$	0.0093	$	0.016
Second Quarter		0.008		0.016
Third Quarter		0.004		0.012
Fourth Quarter		0.019		0.0065

Fiscal 2011 :
First Quarter	$	0.014	$	0.039
Second Quarter		0.013		0.027
Third Quarter		0.008		0.016
Fourth Quarter		0.0066		0.0131

*These quotations reflect inter-dealer prices, without retail mark-up, markdown, or commission and thus may not represent actual transactions.

Information Relating to Our Voting Securities

Common Stock

Shares of common stock are our only voting securities. Holders of the common stock are entitled to one vote on all matters presented to stockholders for each share registered in their respective names. As of April 15, 2013, there were 499,900,350 shares of common stock outstanding. We have not paid any dividends on our common stock and we anticipate that future earnings, if any, will be retained to fund finance future growth.

Preferred Stock

As part of the 2003 merger transaction, of the 10,000,000 Preferred Shares authorized in the company's Articles of Incorporation, a total of 4,086,856 of those shares were designated as Series "A".

The terms of the Series "A" Preferred Shares are:

They have no voting rights, sinking fund provision or redemption rights; and

They are convertible into common stock on a 10-for-1 basis at any time at the option of the holder.

The Company has authorized 2,000,000 shares of Series "B" Preferred Stock of which no shares are currently issued and outstanding:

When or if the Company's common stock is accepted for trading in the NASDAQ National Marketing System, the Company will obtain conversion rights with respect to the preferred stock.

Stock Repurchase Program

On October 28, 2011, the Company adopted a plan to repurchase up to 10,000,000 shares of its issued and outstanding common stock in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

The plan allows Global Ecology to purchase its issued and outstanding common shares in the open market or in negotiated transactions, from time to time, depending on market conditions and other factors as well as being subject to relevant rules under Untied States securities regulations. The plan does not obligate the Company to make any purchases, at any specific time or in any particular situation. The plan may be suspended or discontinued at any time at the sole discretion of the Company. Share repurchases will be funded with the Company's available cash, after determining the working capital requirements of the Company. Accordingly, there is no guarantee as to the exact number of shares that will be repurchased under the plan.

The company's Board of Directors authorized the repurchase plan because it believes recent market conditions may have caused the Company's common stock to be undervalued. The timing and number of any shares repurchased will depend on the terms and conditions of the plan and no assurance can be given that any specific amount of common stock will be repurchased.

As of December 31, 2012, we had repurchased 7,340,372shares of our common stock.

Recent Sales of Unregistered Securities

For the years ending December 31, 2012 and 2011, we issued the following securities without registration under the Securities Act of 1933. These shares were issued under the Section 4(2) exemption of the Securities Act:

On January 24, 2011we issued 500,000 shares of our common stock as consideration to extend a note due date to December 31, 2011 held by Nicholas Milazzo.

On January 24, 2011 we issued 500,000 shares of our common stock as consideration to extend a note due date to December 31, 2011 held by Robert Tabacchi.

On January 24, 2011 we issued 3,000,000 shares of our common stock for legal services.

On January 24, 2011 we issued 2,500,000 shares of our common stock for consulting services.

On January 24, 2011 we issued 1,072,100 shares of our common stock or consulting services.

On January 24, 2011 we issued 1,235,403 as payment for back wages of $41,600 to Peter Ubaldi, our chief executive officer.

On February 1, 2011 we issued 2,400,000 shares of our common stock or consulting services.

On April 18, 2011 we issued 1,821,507 shares of common stock to our CEO, Peter Ubaldi, in lieu of the cash compensation to him under his employment contract.

On April 18, 2011 we issued 659,698 shares of common stock to Advent Consulting Group, LLC, in lieu of the cash compensation for consulting services performed during the first quarter of 2011 pursuant to the terms of our consulting agreement with Advent Consulting Group, LLC

On April 18, 2011 we issued 500,000 shares of our common stock for consulting services.

On April 18, 2011 we issued 5,000,000 shares of our common stock for consulting services.

On April 18, 2011 we issued 372,708 shares of our common stock for consulting services.

On September 17, 2010, we entered into a convertible promissory note with Asher Enterprises, Inc., an unaffiliated third party, for a principal amount of $27,500 ($25,000 net to the Company after paying $2,500 in finance related charges). The promissory note had an interest rate of 8.00% per annum, a default interest rate of 22.00%, and matured on January 30, 2011. Asher Enterprises had an option to convert the note in shares of our common stock any time after six months from the date of the note at conversion rate equal to a 49.0% discount to the three lowest closing market prices for the 10 days preceding its election to convert. Asher Enterprises elected to convert its note into 1,750,958 shares of our common stock pursuant to the terms of the convertible promissory note. These shares were issued on April 18, 2011.

On October 8, 2010, we entered into a convertible promissory note with Asher Enterprises, Inc., an unaffiliated third party, for a principal amount of $25,000. The promissory note had an interest rate of 8.00% per annum, a default interest rate of 22.00%, and matured on January 30, 2011. Asher Enterprises had an option to convert the note in shares of our common stock any time after six months from the date of the note at conversion rate equal to a 49.0% discount to the three lowest closing market prices for the 10 days preceding its election to convert. Asher Enterprises elected to convert its note into 3,015,309 shares of our common stock pursuant to the terms of the convertible promissory note. These shares were issued on April 18, 2011.

On November 17, 2010, we entered into a convertible promissory note with Asher Enterprises, Inc., an unaffiliated third party, for a principal amount of $27,500 ($25,000 net to the Company after paying $2,500 in finance related charges). The promissory note had an interest rate of 8.00% per annum, a default interest rate of 22.00%, and matured on January 30, 2011. Asher Enterprises had an option to convert the note in shares of our common stock any time after six months from the date of the note at conversion rate equal to a 49.0% discount to the three lowest closing market prices for the 10 days preceding its election to convert. Asher Enterprises elected to convert its note into 3,647,192 shares of our common stock pursuant to the terms of the convertible promissory note. These shares were issued on April 18, 2011.

On November 23, 2011, we issued 130,000 shares of common stock as interest payments for two promissory notes we entered on December 1, 2006 and February 8, 2008 with an unrelated third party.

On November 23, 2011, we issued 2,500,000 shares of common stock for consulting services.

On November 23, 2011, we issued 2,701,749 shares of common stock for legal services.

On November 23, 2011, we issued 2,000,000 shares of common stock in connection with the terms financing we completed with an unrelated third party.

On November 23, 2011, we issued 8,474945 shares of common stock to our CEO, Peter Ubaldi, in lieu of the cash compensation to him under his employment contract.

On November 23, 2011, we issued 2,701,749 shares of common stock for consulting services at $0.02 per share for services rendered for the last three quarters of 2011.

On November 23, 2011, we issued 10,000,000 to our Chairman, Mr. Battiato in consideration for the reduction in the principal balance of a promissory note he has with the company.

On November 23, 2011, we issued 10,000,000 to our Managing Director of Business Development, Mr. Merrit in consideration for the reduction in the principal balance of a promissory note he has with the company.

On November 23, 2011, we issued 500,000 shares of common stock for consulting services.

On April 1, 2011, we entered into a convertible promissory note with Asher Enterprises, Inc., an unaffiliated third party, for a principal amount of $32,500. The promissory note had an interest rate of 8.00% per annum, a default interest rate of 22.00%, and matured on January 30, 2011. Asher Enterprises had an option to convert the note in shares of our common stock any time after six months from the date of the note at conversion rate equal to a 49.0% discount to the three lowest closing market prices for the 10 days preceding its election to convert. As a result we booked a beneficial conversion feature of $31,225. We made a partial repayment of $4,500 and prepayment penalty of $7,500. This note was converted into 7,413,181 shares of common stock on October 17, 2011.

On May 3, 2011, we entered into a convertible promissory note with Asher Enterprises, Inc., an unaffiliated third party, for a principal amount of $32,500. The promissory note has an interest rate of 8.00% per annum, a default interest rate of 22.00%, and matured on January 30, 2011. Asher Enterprises may elect to convert the note in shares of our common stock any time after six months from the date of the note at conversion rate equal to a 49.0% discount to the three lowest closing market prices for the 10 days preceding its election to convert. As a result we booked a beneficial conversion feature of $31,225. We repaid this note prior to maturity; therefore, we paid a prepayment penalty of $17,532.

On July 18, 2011, we entered into a convertible promissory note with Asher Enterprises, Inc., an unaffiliated third party, for a principal amount of $27,500. The promissory note has an interest rate of 8.00% per annum, a default interest rate of 22.00%, and matured on January 30, 2011. Asher Enterprises may elect to convert the note in shares of our common stock any time after six months from the date of the note at conversion rate equal to a 42.0% discount to the three lowest closing market prices for the 10 days preceding its election to convert. As a result we booked a beneficial conversion feature of $19,914. As of December 31, 2011 the outstanding balance was $28,323. On January 26, 2012, January 31, 2012 and February 15, 2012, Asher elected to convert this note into 1,904,763, 1,562,500 and 1,081,967 shares of our common stock, respectively, for a total of 4,549,230 shares of our common stock.

On March 29, 2012 we entered into a convertible promissory note with Asher Enterprises, Inc., an unaffiliated third party, for a principal amount of $78,500. The promissory note has an interest rate of 8.00% per annum, a default interest rate of 22.00%, and matured on January 2, 2013. Asher Enterprises may elect to convert the note in shares of our common stock any time after six months from the date of the note at conversion rate equal to a 42.0% discount to the three lowest closing market prices for the 10 days preceding its election to convert. As a result we booked a beneficial conversion feature of $56,845. During the last quarter of 2012, conversions were made on October 17, 2012 and December 5, 2012, of 4,347,826 and 10,714,286 shares of common stock as recorded for the year end December 31, 2012. Subsequent to December 31, 2012, the Note holder elected to convert additional principal and interest and received 10,574,713 shares of the Company’s common stock on January 15, 2013.

Subsequent Sales of Unregistered Securities

As noted above, effective March 29, 2012, we entered into a convertible promissory note with Asher Enterprises, Inc., an unaffiliated third party, for a principal amount of $78,500. The promissory note has an interest rate of 8.00% per annum, a default interest rate of 22.00%, and matured on January 2, 2013. Asher Enterprises may elect to convert the note in shares of our common stock any time after six months from the date of the note at conversion rate equal to a 42.0% discount to the three lowest closing market prices for the 10 days preceding its election to convert. As a result we booked a beneficial conversion feature of $56,845. During the last quarter of 2012, conversions were made on October 17, 2012 and December 5, 2012, of 4,347,826 and 10,714,286 shares of common stock as recorded for the year end December 31, 2012. Subsequent to December 31, 2012, the Note holder elected to convert additional principal and interest and received 10,574,713 shares of the Company’s common stock on January 15, 2013.

Item 6. Selected Financial Data

Not applicable.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Certain of the statements contained in this Form 10-K for the period ended December 31, 2012 should be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which reflect the current views of Global Ecology Corporation (collectively, with its subsidiaries, “GECO” or the “Company”) with respect to current events and financial performance. You can identify these statements by forward-looking words such as, “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “plan,” “could,” “should,” and “continue” or similar words. These forward-looking statements may also use different phrases. From time to time, GECO also provides forward-looking statements in other materials GECO releases to the public or files with the SEC, as well as oral forward-looking statements. You should consult any further disclosures on related subjects in GECO’s quarterly reports on Form 10-Q and Current Reports on Form 8-K filed with the United States Securities and Exchange Commission, or the SEC.

The Company

In the fourth quarter of 2007, we began investing in a new industry and we secured distribution rights to a patented water restoration technology, which represented a substantial opportunity in the multi-billon dollar global water purification market. Our company has proposed the use of its services in the United States and several foreign counties. On August 18, 2009 we changed our name to Global Ecology Corporation to reflect this shift in business direction to the environmental sector.

GEC Organics Corporation

activities would begin to be recorded in the fourth quarter of 2008 and that the first order of its processed soil has would have been received for in excess of $2,000,000. However, the violence that occurred and continues to occur in the City of Juarez, Mexico, and the surrounding area has taken the government officials’ focus away from the building and expansion of their farmlands.

As a result, on May 25, 2011, we executed letters of intent with the Town of Castleberry, the Town of For Deposit and the City of White Hall, which are located in the State of Alabama for the development of locations in each of the three cities for the accumulation of certain organic waste which will be used in the production of our natural fertilizer/soil additive and allow for the expansion of the market where we can sell our soil and water remediation technologies. On October 25, 2011, we received the last tranche of the funding necessary to begin the construction process on its first domestic organic soil amendment site in Castleberry, Alabama. The location, which encompasses nearly 70 acres, will be one of the largest of its kind in the U.S. Though our wholly-owned subsidiary GEC Organics Corporation, we began to produce our proprietary compost product at our 70-acre facility located in the Town of Castleberry in January 2012. Our proprietary compost product is designed to greatly enhance crop yield and turf growth while continuing to maintain soil integrity. The highly nutritious compost is made from chicken waste blended with green waste and enhanced with GEC's licensed microbial formula. When fully operational, the Castleberry, Alabama site will be able to produce up to 20,000 tons of OAS1000 solid compost and in excess of 10,000 gallons of OSA101 liquid compost each month. As of December 31, 2012, we have initiated the production and marketing phase; and limited revenues have been generated. While, we have now begun limited production and marketing of our organic soil product, we can provide no assurance that the product will be widely accepted by our targeted consumers in order for us recognize a return on our investment.

GEC Africa

Clean Tower Technologies, Inc.

private label arrangement with our Canadian supplier, EnvirEau Technologies, Inc. This new company will eventually include a number of affiliates with industry experience to help us build the operation. As of December 31, 2012 there has been no activity to report.

As a part of our We have supported a number of events at the United Nations and have established our self as a strategic partner with International Renewable Energy Organization (“IREO”), a Brazilian private partner of the United Nations. Peter Ubaldi, our President and CEO, has been appointed as Chairman of IREO’s Water Restoration Committee. We have proposed our remediation technology for contaminated bodies of water and for the remediation of soil in South America, Central America, the Philippines and the United States as part of its expanding marketing efforts.

Plan of Operation

Management is taking the following steps to create shareholder value and revenue growth for our company: (i) development of global partnerships to create distribution channels for our products; (ii) entering into and exploring a number of strategic partnerships both domestically within the United States and internationally to assist us in the development of our technologies; (iii) expansion of sales and marketing efforts into various markets impacted by environmental issues such as the water cooling tower market; (iv) continual development of proprietary technologies as well as development of new licensing arrangements for technologies that complement our current product offerings; and (v) aggressively pursuing regulatory approval in both the united states and internationally to allow for the use of our products in a broad range of environmental remedial markets.

Our future success is likely dependent on its ability to create profitable growth and attain additional capital to support growth and ultimately our ability to reach profitability and maintain profitability one we have reached that stage. There can be no assurance that we will be successful in obtaining any such financing, or that it will be able to generate sufficient positive cash flow from operations. The successful outcome of these or any future activities cannot be determined at this time and there is no assurance that if achieved, we will have sufficient funds to execute its business plans. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should we be unable to continue as a going concern.

Employees

At December 31, 2012, we had employed a total of 4 people. No employees are covered by a collective bargaining agreement.

Going Concern

of the Company to operate as a going concern is still dependent upon its ability (1) to obtain sufficient debt and/or equity capital and/or (2) to begin to generate positive cash flow from operations.

We are seeking various types of additional funding such as issuance of additional common or preferred stock, additional lines of credit, or issuance of subordinated debentures or other forms of debt. The additional funding would alleviate our working capital deficiency and increase profitability. However, it is not possible to predict the success of management's efforts to achieve profitability or to secure additional funding.

If the additional financing or arrangements cannot be obtained, we would be materially and adversely affected and there would be substantial doubt about GECO’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and realization of assets and classifications of liabilities necessary if we become unable to continue as a going concern.

Selected financial Data:


GLOBAL ECOLOGY CORPORATION
Condensed Consolidated Statement of Operations
for the years ended December 31,

	2012	2011
Sales	$ 63,109	$ 35,000
Cost of Goods Sold	86,170	43,252
Gross Profit	(23,061)	(8,252)

General And Administrative	899,282	642,504
Beneficial conversion feature	69,517	82,365
Shares issued for Services	-	516,500
Net Profit / (Loss) From Operations	(991,860)	(1,249,621)

Other Income / (expense)	251,495	252,415
Impairment Expense	-	-
Interest Expense	(369,498)	(238,738)
Net Profit / (Loss) Before Income Taxes	(1,109,863)	(1,235,944)
Income Tax Expense	-	-
Net Profit / (Loss)	$ (1,109,863)	$ (1,235,944)

Revenues

Product Sales

For the year ended December 31, 2012, revenues from product sales were $63,109 as compared to $35,000 for the same period in 2011, due to the commercialization and sale of our organic soil amendment product which we began in late 2012.

Cost of Sales

For the year ended December 31, 2012, cost of sales increased by $42,918 as compared to 2011, due to the commercialization and sale of organic soil amendment product which we began in late 2012.

Other Income:

For the year ended December 31, 2012 revenue from sources categorized as other income was $251,495 compared to $252,415 for the same period in 2011. In 2005, we obtained funds under a financing arrangement from Market Connexxion, an unaffiliated third party. The note provided a line of credit totaling $500,000 and accrued interest at a rate of 8.00% per annum. It originally matured on January 28, 2006, at which time the unpaid principal was $229,365. Interest due on the note was $16,960. The note was amended in February 2006 to incorporate the interest into the principal and extend the term through January 2007. The note is uncollateralized and the proceeds were utilized for working capital. On March 28, 2011 we entered into a settlement agreement, whereby the company would issue 5,000,000 shares of its common stock in settlement of the outstanding balance of $338,459. However, if the 5,000,000 shares; when liquidated were not sufficient to cover the outstanding balance then the shortfall would be covered by issuing additional shares of shares of common stock or paid in cash. The shares were issued on April

18, 2011 at a market value of $.02 per share. We entered into a settlement agreement with Market Connexxion whereby by we made two payments of $50,000 for a full release. As of December 31, 2012, the balance of this loan is zero. As a result we recognized a gain of $197,371 due to the forgiveness of $96,325 of Principal and $101,807 in accrued interest for the twelve months ended December 31, 2012. We also had $54, 124 of other income as a result of the write off of certain trade payables associated with a former subsidiary which was not the debt of the parent corporation.

Cost of Sales

Operating Expenses

For the year ended December 31, 2012, General and administrative expenses increased were $899,282 compared to $642,504 for the same period in 2011. The increase was mainly due to an increase in expenses associated with the commercialization and marketing of organic soil amendment product which we began in late 2012 .

For the year ended December 31, 2012, we recognized a beneficial conversion expense of $69,517 compared to $82,365 for the same period in 2011.

For the year ended December 31, 2012, we issued shares for services and recognized an expense of $0.00 compared to $516,500 for the same period in 2011.

Liquidity

Our consolidated financial statements have been prepared on the assumption that we will continue as a going concern. Management is seeking various types of additional funding such as issuance of additional common or preferred stock, additional lines of credit, or issuance of subordinated debentures or other forms of debt. The funding should alleviate our working capital deficiency and increase profitability. However, it is not possible to predict the success of our efforts to achieve profitability. Also, there can be no assurance that additional funding will be available when needed or, if available, that its terms will be favorable or acceptable.

These factors raise substantial doubt about our ability to continue as a going concern. The financial statements do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. Management is seeking to raise additional capital and to renegotiate certain liabilities in order to alleviate the working capital deficiency.

Due to recurring operating losses and our current working capital deficit, there is a need to obtain additional funding of working capital for us to operate as a going concern. We incurred operating losses of ($991,860) and net losses of ($1,109,863) for the year ended December 31, 2012. In 2012, we have been able to minimally sustain its working capital needs based on capital derived primarily from the issuance of additional common stock and debt financings.

Our cash flows from operating, investing and financing activities, as reflected in the consolidated statements of cash flows, are summarized in the following table:


GLOBAL ECOLOGY CORPORATION
Condensed Consolidated Statements of Cash Flows
for the years ended December 31,

	2012	2011
Net cash provided (used) in operating activities	$ (621,406)	$ (341,494)
Net cash used in investing activities	(123,340)	(308,341)
Net cash provided by financing activities	193,371	972,018
Net increase (decrease) in cash	(551,375)	322,183
Cash beginning of the period	547,923	225,740
Cash end of the period	$ (3,452)	$ 547,923

Net cash used in operating activities for the year ended December 31, 2012 increased by $279,912 from cash used in operations for the previous year ended due primarily from the issuance of common stock for services. The operating loss of $(1,109,863) for the year ended December 31, 2012 included the following non-cash items:


Non-cash expenses for the year ended December 31, 2012
Depreciation and amortization	$76,927
Common stock issued for services and compensation	$0.00
Common stock issued for debt settlement	$52,500
Beneficial conversion expense	$69,517
Reserve for asset impairment	$1,072,471
Gain on cancellation ion of debt	$(251,495)
Total none cash expenses	$1,019,920

Accounts payable and other accrued expenses, increased by $208,257 for the year ended December 31, 2012 as compared 2011, primarily due to initiating the production and marketing phase of our for our organic soil product at our Alabama operation.

Net cash used by investing activities for the year ended December 31, 2012 decreased by $185,001 due decreased issuance of common stock for services and compensation.

Net cash provided by financing activities decreased by $778,647 for the year ended December 31, 2012 compared to the prior year due to decreased borrowing in 2012.

Market for Common Stock; Volatility of Prices

There has been a limited public trading market for shares of our common stock. There can be no assurance that a regular trading market for our common stock will ever develop or, if developed, that it will be sustained. The market price of our common stock could also be subject to significant fluctuations in response to such factors as variations in the anticipated or actual results of our operations or other companies in the business of environmental restoration , changes in conditions affecting the economy generally, analyst reports, general trends in industry, and other political or socioeconomic events or factors.

Off Balance Sheet Arrangements

We do not have any transactions, agreements or other contractual arrangements that constitute off-balance sheet arrangements.

Deferred Tax Valuation

We continue to incur tax net operating losses, which are available to carry forward and offset future taxable income. These net operating losses were generated, principally as a result of losses resulting from our operations. A deferred tax asset results from the benefit of utilizing these net operating loss carry-forwards in future years.

Due to the current uncertainty of realizing the benefits of the tax net carry loss carry-forward, a valuation allowance equal to the tax benefits for the deferred taxes has been established. The full realization of the tax benefit associated with the carry-forward depends predominately upon our ability to generate taxable income during future periods, which is not assured.

Indemnification of Directors and Officers

Subject to and subsequent to an appointment or election as an officer or director, we provide contractual indemnification.

We also agree to indemnify the positions of directors and officers as follows: A director or officer shall not be liable for any claim or demand on account of damages in any manner. We agree to indemnify and hold directors or officers, without limitation, harmless from any and all damages, losses (which shall include any diminution in value), shortages, liabilities (joint or several), payments, obligations, penalties, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses of any kind or nature whatsoever, specifically

including without limitation, fees, disbursements and expenses of attorneys, accountants and other professional advisors and of expert witnesses and cost of investigation and preparation. A director or officer will be indemnified from any decision or action taken prior to his or her hire date as

Stock-Based Compensation

Effective January 1, 2006, we adopted the fair value recognition provisions of SFAS No. 123 (revised 2004), Share-Based Payments , (SFAS No. 123(R)) for all share-based payment awards to employees and directors including stock options, restricted stock units and employee stock purchases related to our employee stock purchase plan. In accordance with SFAS No. 123(R), shares issued are recorded based on grant-date fair value. All shares issued for compensation or services are valued at the fair value of the shares at the time or the value of the services rendered, which ever is more accurately attained at the time.

Item 7a. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 8. Financial Statements and Supplementary Data

GLOBAL ECOLOGY CORPORATION

ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS


Financial Statements	Page
Report of Independent Registered Public Accounting Firm	24
Balance Sheet as of December 31, 2012 and 2011	25
Statement of Operations for the years ended December 31, 2012 and 2011	26
Statement of Stockholders Equity for the years ended December 31, 2012, 2011, 2010 and 2009	27
Statement of Cash flows for the years ended December 31, 2012 and 2011	28
Footnotes to the Financial Statements	29

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

April 18, 2013

Board of Directors

Global Ecology Corporation

96 Park Street

Montclair, NJ 07042

We have audited the accompanying consolidated balance sheet of Global Ecology Corporation (the “Company”) as of December 31, 2012 and 2011 and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years ended December 31, 2012 and 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2012 and 2011, and the results of its operations and changes in stockholders’ deficit and its cash flows for the years ended December 31, 2012 and 2011, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 4 of the notes to the accompanying consolidated financial statements, the financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in the footnotes, the Company has current assets of $33,951 and current liabilities of $3,761,970. In addition, the Company has an accumulated deficit of ($4,825,194) and is dependent on additional investments and/or revenue sources. Those conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company is in default of certain notes payable totaling $1,441,159 as of December 31, 2012. These are classified as current liabilities in the Company’s financial statements. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/W. T. Uniack & Co. CPA’s P.C.

Woodstock, Georgia


GLOBAL ECOLOGY CORPORATION
Condensed Consolidated Balance Sheet
as of

		December 31,	December 31,
		2012	2011
Assets
Current Assets
	Cash and cash equivalents	$ (3,452)	$ 547,923
	Inventories	37,403	-
	Total current assets	33,951	547,923

	Property, plant and equipment, net of accumulated depreciation	366,325	302,414
	Capitalized software, net of accumulated amortization	-	17,498
	Other intangible assets	21,500	21,500
	Deposits	15,000	15,000
Total Assets		$ 436,776	$ 904,335

Liabilities and Shareholders' Deficit
	Accounts payable and accrued liabilities	$ 1,081,452	$ 873,195
	Accounts payable and accrued liabilities to related parties	368,530	-
	Notes payable and advances related parties	848,941	932,205
	Notes payable	1,463,047	1,424,403
	Total current liabilities	3,761,970	3,229,803

	Long term notes payable, net of current portion	1,500,000	1,500,000
Total Liabilities		5,261,970	4,729,803

Shareholders' Deficit:
	Series A cumulative convertible preferred stock, $.001 par value, 10,000,000 shares authorized, 2,150,000 issued and outstanding	2,150	2,150
	Series B cumulative convertible preferred stock, no par value, 5% non-cumulative; liquidation preference of $14.64 per share; 2,000,000 shares authorized, 0 issued and outstanding	-	-
	Common Stock, par value $.001; 500,000,000 shares authorized, 489,325,638 and 469,714,296 shares issued and outstanding, respectively'	489,326	469,715
	Additional paid-in-capital	26,740,210	26,637,804
	Accumulated deficit	(31,594,061)	(30,484,198)
	Less treasury at cost, 7,340,372 shares	(462,819)	(450,939)
	Total shareholders’ deficit	(4,825,194)	(3,825,468)
Total liabilities and shareholders’ deficit		$ 436,776	$ 904,335

The accompanying footnotes are an integral part of these financial statements


GLOBAL ECOLOGY CORPORATION
Condensed Consolidated Statement of Operations
for the years ended December 31,

	2012	2011

Sales	$ 63,109	$ 35,000
Cost of Goods Sold	86,170	43,252
Gross Profit	(23,061)	(8,252)

General And Administrative	899,282	642,504
Beneficial conversion feature	69,517	82,365
Shares issued for Services	-	516,500
Net Profit / (Loss) From Operations	(991,860)	(1,249,621)

Other Income / (expense)	251,495	252,415
Impairment Expense	-	-
Interest Expense	(369,498)	(238,738)
Net Profit / (Loss) Before Income Taxes	(1,109,863)	(1,235,944)
Income Tax Expense	-	-
Net Profit / (Loss)	$ (1,109,863)	$ (1,235,944)

Per Share Information:
Basic and diluted weighted average number of common shares outstanding	473,869,361	423,647,114

Net Profit / (Loss) per common share	$ (0.002)	$ (0.003)

Per Share Information:
Diluted, weighted average number
of common shares outstanding	475,562,586	423,647,114

Diluted, Net Profit / (Loss) per common share	$ (0.002)	$ (0.003)

The accompanying footnotes are an integral part of these financial statements


GLOBAL ECOLOGY CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (Deficit)

December 31, 2012

	Common Stock		Preferred Stock – Series A		Treasury Stock		Additional Paid-In Capital	Accumulated Deficit	Total Stockholders’ Deficit
	Shares	Amount	Shares	Amount	Shares	Amount
Balance at December 31, 2009	348,859,585	348,860	2,150,000	2,150	1,817,000	(399,740)	24,752,933	(27,725,400)	(3,021,197)
Shares issued for Services	46,909,961	46,910					665,896		712,806
Beneficial conversion Feature							124,556		124,556
Net loss								(1,522,855)	(1,522,855)
Balance at December 31, 2010	395,769,546	395,770	2,150,000	2,150	1,817,000	(399,740)	25,543,385	(29,248,255)	(3,706,690)

Shares issued for Services	38,118,110	38,118					739,882		778,000
Shares issued for debt conversion	35,826,640	35,827					272,173		308,000
Beneficial conversion Feature							82,364		82,364
Treasury Stock Repurchase					4,554,937	(51,199)			(51,199)
Net Income / (Loss)								(1,235,943)	(1,235,943)
Balance at December 31, 2011	469,714,296	469,715	2,150,000	2,150	6,371,937	(450,939)	26,637,804	(30,484,198)	(3,825,468)

Shares issued for debt conversion	19,611,342	19,611					32,889		52,500
Beneficial conversion Feature							69,517		69,517
Treasury Stock Repurchase					968,435	(11,880)			(11,880)
Net Income / (Loss)								(1,109,863)	(1,109,863)
Balance at December 31, 2012	489,325,638	489,326	2,150,000	2,150	7,340,372	(462,819)	26,740,210	(31,594,061)	(4,825,194)

The accompanying footnotes are an integral part of these financial statements


GLOBAL ECOLOGY CORPORATION
Condensed Consolidated Statements of Cash Flows
for the years ended December 31,


	2012	2011
Cash flows from operating activities:
Net loss	$ (1,109,863)	$ (1,235,944)
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities:
Depreciation and amortization	76,927	29,264
Common stock issued for services and compensation	-	516,500
Beneficial conversion expense	69,517	82,364
Reserve for asset impairment
Gain on cancellation of debt	(251,495)	-
Changes in:
Inventory	(37,403)	-
Other assets	-	(15,000)
Accounts payable and other accrued expenses (net of settlements)	630,911	281,322
Net cash provided (used) in operating activities	(621,406)	(341,494)

Cash flows from investing activities:
Purchases of property and equipment	(123,340)	(308,341)
Net cash used in investing activities	(123,340)	(308,341)

Cash flows from financing activities:
Borrowing (repayment) under line of credit
Repurchase Treasury Stock	(11,880)	(51,199)
Proceeds from notes payable	288,515	1,280,089
Advances / (repayment) - related parties	(83,264)	(256,872)
Net cash provided by financing activities	193,371	972,018

Net increase (decrease) in cash	(551,375)	322,183
Cash beginning of the period	547,923	225,740
Cash end of the period	$ (3,452)	$ 547,923

Supplemental information
Stock issued for Debt settlement	$ 52,500	$ 308,000

The accompanying footnotes are an integral part of these financial statements

GLOBAL ECOLOGY CORPORATION AND SUBSIDIARIES

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

The use of the words “we,” “us,” “our” “GECO” or “the Company” refers to Global Ecology Corporation and its subsidiaries, except where the context otherwise requires.

1. Organization and Description of Business

In the fourth quarter of 2007, we began investing in a new industry and we secured distribution rights to a patented water restoration technology, which represented a substantial opportunity in the multi-billon dollar global water purification market. Our company has proposed the use of its services in the United States and several foreign counties. On August 18, 2009 we changed our name to Global Ecology Corporation to reflect this shift in business direction to the environmental sector.

GEC Organics Corporation

As a result, on May 25, 2011, we executed letters of intent with the Town of Castleberry, the Town of For Deposit and the City of White Hall, which are located in the State of Alabama for the development of locations in each of the three cities for the accumulation of certain organic waste which will be used in the production of our natural fertilizer/soil additive and allow for the expansion of the market where we can sell our soil and water remediation technologies. On October 25, 2011, we received the last tranche of the funding necessary to begin the construction process on its first domestic organic soil amendment site in Castleberry, Alabama. The location, which encompasses nearly 70 acres, will be one of the largest of its kind in the U.S. Though our wholly-owned subsidiary GEC Organics Corporation, we began to produce our proprietary compost product at our 70-acre facility located in the Town of Castleberry in January 2012. Our proprietary compost product is designed to greatly enhance crop yield and turf growth while continuing to maintain soil integrity. The highly nutritious compost is made from chicken waste blended with green waste and enhanced with GEC's licensed microbial formula. When fully operational, the Castleberry, Alabama site will be able to produce up to 20,000 tons of OAS1000 solid compost and in excess of 10,000 gallons of OSA101 liquid compost each month. As of December 31, 2011, we had not begun the production phase; and therefore, no revenues had been generated. While, we have now begun limited production and marketing of our organic soil product, we can provide no assurance that the product will be widely accepted by our targeted consumers in order for us recognize a return on our investment.

GEC Africa

Clean Tower Technologies, Inc.

do not include any adjustments relating to the recoverability and realization of assets and classifications of liabilities necessary if the Company becomes unable to continue as a going concern.

Also, there can be no assurance that additional funding will be available when needed or, if available, that its terms will be favorable or acceptable. We are also seeking to renegotiate certain liabilities in order to alleviate the working capital deficiency.

If the additional financing or arrangements cannot be obtained, we would be materially and adversely affected and there would be substantial doubt about our ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and realization of assets and classifications of liabilities necessary if the Company becomes unable to continue as a going concern.

2. Basis of Presentation

The financial information presented in this report comprises the audited financial statements as of and for the years ended December 31, 2012 and 2011.

We have prepared the accompanying financial statements in accordance with generally accepted accounting principles in the United States of America (“GAAP”).

3. Significant Accounting Policies

Use of Estimates

Our financial statements are prepared in accordance with accounting GAAP. These accounting principles require management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. When sources of information regarding the carrying values of assets, liabilities and reported amounts of revenue and expenses are not readily apparent, we base our estimates on historical experience and on various other assumptions that our management believes to be reasonable for making judgments. We evaluate all of its estimates on an on-going basis and may consult outside experts to assist in our evaluations. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Actual results could differ from those estimates.

Revenue Recognition

The company derives most of its revenue from three main sources: sales of branded organic soil amendment products and branded water remediation technologies. The company follows the Revenue Recognition topic of the ASC.

Revenues from all branded organic soil amendment products and branded water remediation technology sales are recognized when the title to the products is transferred. The company recognizes revenue on products it sells to distributors or end-users when, according to the terms of the sales agreement, delivery has occurred, performance is complete, expected returns can be reasonably estimated and pricing is fixed or determinable at the time of sale. In order to estimate the expected returns, management analyzes historical returns, economic trends, market conditions and changes in customer demand.

Accounts Receivable

Our ability to collect receivables is affected by economic fluctuations in the geographic areas and industries served by us. The company follows the Accounts Receivable topic of the ASC 310. Reserves for un-collectable amounts are provided, based on past experience and a specific analysis of the accounts. We currently do not extend credit terms to our customers; therefore, we currently do not have accounts receivable.

Inventory

Actual cost is used to value raw materials and supplies. Standard cost, which approximates actual cost, is used to value finished goods and goods in process. Variances, exclusive of abnormally low volume and operating

performance, are capitalized into inventory. Standard cost includes direct labor and raw materials, and manufacturing overhead based on normal capacity. The cost is determined by using the last-in, first-out (LIFO) method, which generally reflects the effects of inflation or deflation on cost of goods sold sooner than other inventory cost methods.

In accordance with the Inventory topic of the ASC, the company records abnormal amounts of idle facility expense, freight, handling costs and wasted material (spoilage) as current period charges and allocates fixed production overhead to the costs of conversion based on the normal capacity of the production facilities.

The company establishes allowances for obsolescence of inventory equal to the difference between the cost of inventory (if higher) and the estimated market value, based on assumptions about future demand and market conditions. The company regularly evaluates the adequacy of our inventory obsolescence reserves. If economic and market conditions are different from those anticipated, inventory obsolescence could be materially different from the amounts provided for in the company’s consolidated financial statements. If inventory obsolescence is higher than expected, cost of goods sold will be increased, and inventory, net income, and shareowners’ equity will be reduced.

Property, Plant and Equipment

Property, plant and equipment is recorded at cost. Additions and improvements are capitalized; these include all material, labor and engineering costs to design, install or improve the asset and interest costs on construction projects. Such costs are not depreciated until the assets are placed in service. Routine repairs and maintenance are expensed as incurred. The cost of plant and equipment is depreciated using the straight-line method over the estimated useful life of the asset — weighted-average periods of approximately 25 years for buildings, 10 years for machinery and equipment and five years for software. In compliance with the Property, Plant and Equipment topic of the ASC, long-lived assets are reviewed for impairment whenever in management’s judgment conditions indicate a possible loss. Such impairment tests compare estimated undiscounted cash flows to the recorded value of the asset. If an impairment is indicated, the asset is written down to its fair value or, if fair value is not readily determinable, to an estimated fair value based on discounted cash flows.

Capitalized Software

We capitalize certain computer software costs, after technological feasibility has been established. These costs are amortized utilizing the straight-line method over the software’s economic life, which has been estimated at five years. Development costs of the software are accounted for in accordance with SOP 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use (“SOP 98-1”). SOP 98-1 permits capitalization of software costs if they are expenditures related to the applications development. In the past, and prospectively, the Company has and will capitalize expenditures directly related to the development of applications. For the years ended December 31, 2012 and 2011, no expenditures relating to application development were capitalized by our Company.

Goodwill and Intangible Assets

Goodwill and intangible assets are accounted for in accordance with SFAS No. 142, Goodwill and Other Intangible Assets ("SFAS 142") (now contained in FASB Codification Topic 350, Intangibles-Goodwill and Other) . Under Topic 350, goodwill and indefinite lived intangible assets are not amortized but instead are reviewed annually for impairment, or more frequently, if impairment indicators arise. Separable intangible assets that are not deemed to have an indefinite life will continue to be amortized over their estimated useful lives. The Company tests for impairment whenever events or changes in circumstances indicate that the carrying amount of goodwill or other intangible assets may not be recoverable, or at least annually at December 31 of each year. These tests are performed at the reporting unit level using a two-step, fair-value based approach. The first step compares the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit is less than its carrying amount, a second step is performed to measure the amount of impairment loss. The second step allocates the fair value of the reporting unit to the Company's tangible and intangible assets and liabilities. This derives an implied fair value for the reporting unit's goodwill. If the carrying amount of the reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized equal to that excess. In the event that the Company determines that the value of goodwill or other intangible assets have become impaired, the Company will incur a charge for the amount of the impairment during the fiscal quarter in which the determination is made.

Deferred financing costs

We capitalize costs associated with the issuance of debt instruments. These costs are amortized on a straight-line basis over the term of the related debt instruments.

Income Taxes

The Company accounts for income taxes under SFAS No. 109 (now contained in FASB Codification Topic 740-10-25, Accounting for Uncertainty in Income Taxes), which requires the asset and liability approach to accounting for income taxes. Under this method, deferred tax assets and liabilities are measured based on differences between financial reporting and tax bases of assets and liabilities measured using enacted tax rates and laws that are expected to be in effect when differences are expected to reverse. As of December 31, 2012, we had a net operating loss carry forward of $(30,484,198) and a deferred tax asset of $10,741,981 using the statutory rate of 34%. The deferred tax asset may be recognized in future periods, not to exceed 20 years. However, due to the uncertainty of future events we have booked valuation allowance of $10,741,981.


	December 31, 2012
Deferred Tax Asset	10,741,981
Valuation Allowance	(10,741,981)
Deferred Tax Asset (Net)	$ -

Long-Lived Assets

We account for our long-lived assets in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets , (“SFAS No. 144”) (now contained in FASB Codification Section 360-10, Property, Plant, and Equipment-- Accounting for the Impairment or Disposal of Long-Lived Asset subsections), which requires that long-lived assets be evaluated whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the total of the undiscounted future cash flows is less than the carrying amount of the asset or asset group, an impairment loss is recognized for the difference between the estimated fair value and the carrying value of the asset or asset group.

Fair Value of Financial Instruments

On September 15, 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, Fair Value Measurements (“SFAS No. 157”) (now contained in FASB Codification Section 825-10-65, Fair Value Measurements and Disclosures-Overall-Transition and Open Effective Date Information ), which addresses standardizing the measurement of fair value for companies who are required to use a fair value measure for recognition or disclosure purposes. The FASB Codification Section 825-10-65 defines fair value 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.” The Company’s adoption of the required portions of FASB Codification Section 825-10-65 as of January 1, 2008 did not have a material impact on the Company’s financial position, results of operations and cash flows. In February 2008, the FASB issued FASB Staff Position No. FAS 157-2, Effective Date of FASB Statement No. 157 (“FSP 157-2”), permitting entities to delay application of SFAS No. 157 to fiscal years beginning after November 15, 2008, for non-financial assets and non-financial liabilities, except for items recognized or disclosed at fair value on a recurring basis. The Company adopted the application of FASB Codification Section 825-10-65to non-financial assets and liabilities effective January 1, 2009; this did not have a material effect on the Company’s financial condition or results of operations.

FASB Codification Section 825-10-65established a fair value hierarchy to prioritize the inputs used in valuation techniques into three levels as follows. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement).

Level 1 – Observable inputs that reflect quoted prices in active markets for identical assets or liabilities in active markets.

Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted

prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Valuations based on inputs that are unobservable and not corroborated by market data.

At December 31, 2012, our assets and liabilities reported at fair value utilizing Level 1 inputs include cash and cash equivalents. For these items, quoted current market prices are readily available. We do not currently have any financial instruments utilizing Level 2 and Level 3 inputs.

The following table presents information about the Company’s fair value hierarchy for financial assets as of December 31, 2012:


	Quoted Prices in Active Markets for Identical Assets	Significant Other Observable Inputs (Level 2)	Significant	Total
	(Level 1)		Unobservable Inputs
			(Level 3)
Cash and Cash Equivalents	$ (3,452)			$ (3,452)
Total	$ (3,452)			$ (3,452)

The carrying amounts of trade receivables and payables, accrued expenses and other current liabilities approximate fair value due to their short-term nature.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS No. 159”) (now contained in FASB Codification Topic 825-10, Financial Instruments-Fair Value Option subsections), which permits companies to choose, at specified election dates, to measure many financial instruments and certain other items at fair value that are not currently measured at fair value. Unrealized gains and losses on items for which the fair value option has been elected would be reported in earnings at each subsequent reporting date. Upfront costs and fees related to items for which the fair value option is elected shall be recognized in earnings as incurred and not deferred. The Company did not elect the fair value option for any of its existing financial instruments other than those already measured at fair value. Therefore, our adoption of FASB Codification Topic 825-10 as of January 1, 2008 did not have an impact on our financial position, results of operations or cash flows.

Concentrations of Credit Risk

We maintain our cash with high credit quality financial institutions. The Federal Deposit Insurance Corporation secures each depositor up to $250,000.

Stock-Based Compensation

Prior to January 1, 2006, we elected to follow Accounting Principles Board Opinion (APB) No. 25, Accounting for Stock Issued to Employees , and related interpretations to account for our employee and director stock options, as permitted by Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation (contained in FASB Codification Topic 718, Compensation-Stock Compensation ). We accounted for stock-based compensation for non-employees under the fair value method prescribed by Topic 718. Effective January 1, 2006, The Company adopted the fair value recognition provisions of Topic 718 for all share-based payment awards to employees and directors including stock options, restricted stock units and employee stock purchases related to our employee stock purchase plan. In addition, the Company has applied the provisions of Staff Accounting Bulletin No. 107 (SAB No. 107), issued by the Securities and Exchange Commission, in our adoption of Topic 718.

We adopted FASB Codification Topic 718 using the modified-prospective-transition method. Under this transition method, stock-based compensation expense recognized after the effective date includes: (1) compensation cost for all share-based payments granted prior to, but not yet vested as of January 1, 2006,

based on the measurement date fair value estimate in accordance with the original provisions of FASB Codification Topic 718, and (2) compensation cost for all share-based payments granted subsequent to January 1, 2006, based on the measurement date fair value estimate in accordance with the provisions of FASB Codification Topic 718. Results from prior periods have not been restated and do not include the impact of FASB Codification Topic 718. For the years ended December 31, 2012 and year ended December 31, 2010, we recognized no stock-based compensation expense under FASB Codification Topic 718 relating to employee and director stock options, restricted stock units or the employee stock purchase plan.

Stock-based compensation expense recognized each period is based on the greater of the value of the portion of share-base payment awards under the straight-line method or the value of the portion of share-based payment awards that is ultimately expected to vest during the period. FASB Codification Topic 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

Upon adoption of FASB Codification Topic 718, the Company elected to use the Black-Scholes-Merton option-pricing formula to value share-based payments granted to employees subsequent to January 1, 2006 and elected

to attribute the value of stock-based compensation to expense using the straight-line single option method. These methods were previously used for our pro forma information required under FASB Codification Topic 718.

On November 10, 2005, the Financial Accounting Standards Board (FASB) issued FASB Staff Position No. FAS 123(R)-3, Transition Election Related to Accounting for Tax Effects of Share-Based Payment Awards , which detailed an alternative transition method for calculating the tax effects of stock-based compensation pursuant to FASB Codification Topic 718. This alternative transition method included simplified methods to establish the beginning balance of the additional paid-in capital pool (APIC pool) related to the tax effects of employee stock-based compensation and to determine the subsequent impact on the APIC pool and Statement of Cash Flows of the tax effects of employee stock-based compensation awards that are outstanding upon adoption of FASB Codification Topic 718. Due to the Company’s historical net operating losses, the Company has not recorded the tax effects of employee stock-based compensation and has no APIC pool. Prior to the adoption of FASB Codification Topic 718, all tax benefits of deductions resulting from the exercise of stock options were required to be presented as operating cash flows in the Consolidated Statement of Cash Flows. FASB Codification Topic 718 requires the cash flows resulting from the tax benefits resulting from tax deductions in excess of the compensation cost recognized for those options (excess tax benefits) to be classified as financing cash flows. Due to our historical net operating loss position, we have not recorded these excess tax benefits as of December 31, 2012.

Recently Issued Accounting Pronouncements

In December 2011, the FASB issued an amendment to the Balance Sheet topic of the ASC, which requires entities to disclose both gross and net information about both financial instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting agreement. The objective of the disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. Generally Accepted Accounting Principles and those entities that prepare their financial statements on the basis of International Financial Reporting Standards. This standard is effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013. Retrospective presentation for all comparative periods presented is required. Accordingly, the company will adopt this amendment in the first quarter of fiscal year 2014. The company is currently evaluating the impact of adoption on the consolidated financial statements.

In September 2011 and July 2012, the FASB issued amendments to the Intangibles-Goodwill and Other topic of the ASC. Prior to these amendments the company performs a two-step test as outlined by the ASC. Step one of the two-step goodwill and indefinite-lived intangible asset impairment tests is performed by calculating the fair value of the reporting unit or indefinite-lived intangible asset and comparing the fair value with the carrying amount. If the carrying amount of a reporting unit or indefinite-lived intangible asset exceeds its fair value, then the company is required to perform the second step of the impairment test to measure the amount of the impairment loss, if any. Under the amendments, an entity has the option to first assess qualitative factors to determine whether it is necessary to perform the current two-step test. If an entity believes, as a result of its qualitative assessment, that it is more-likely-than-not that the fair value of a reporting unit or indefinite-lived intangible asset is less than its carrying amount, the quantitative impairment test is required. Otherwise, no further testing is required. An entity can choose

to perform the qualitative assessment on none, some or all of its reporting units and indefinite-lived intangible assets. Moreover, an entity can bypass the qualitative assessment for any reporting unit or indefinite-lived intangible asset in any period and proceed directly to step one of the impairment test, and then resume performing the qualitative assessment in any subsequent period. The amendment is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Accordingly, the company will adopt this amendment in fiscal year 2013. The amendment is effective for annual and interim indefinite-lived intangible asset impairment tests performed for fiscal years beginning after September 15, 2012. Accordingly, the company will adopt this amendment in fiscal year 2014. The company is currently evaluating the impact of adoption on the consolidated financial statements.

In June 2011, the FASB issued an amendment to the Comprehensive Income topic of the ASC. This amendment eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareowners’ equity and requires entities to present the components of comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In December 2011, the FASB issued an amendment to the Comprehensive Income topic of the ASC. This amendment deferred the requirement to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income while the FASB deliberates this aspect of the proposal. The amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The amendments also do not affect how earnings per share is calculated or presented. The guidance, as amended, is effective for interim and annual periods beginning after December 15, 2011, with early adoption permitted. The company adopted this guidance for its annual reporting period ended December 31, 2012.

In May 2011, the FASB issued an amendment to the Fair Value Measurement topic of the ASC that includes some enhanced disclosure requirements. The most significant change in disclosures is an expansion of the information required for Level 3 measurements based on unobservable inputs. The amendment is effective for interim and annual periods beginning after December 15, 2011. The company adopted this guidance for its annual reporting period ended December 31, 2012.

Reclassifications

Certain reclassifications have been made to the prior period balances to conform to the current period presentation.

4. Going Concern Uncertainty

We have incurred net losses in the years ended December 31, 2012 and year ended December 31, 2011 and we have had working capital deficiencies both periods.

5. Income (Loss) Per Share

Basic profit / (loss) per share is computed on the basis of the weighted average number of common shares outstanding. At December 31, 2012 the Company had outstanding common shares of 489,325,638 used in the calculation of basic earnings per share. Basic Weighted average common shares and equivalents at December 31, 2012 were 475,562,568. As of December 31, 2012 the Company had outstanding preferred shares which would have been assumed to be converted and have a dilutive effect of 21,500,000 common shares. For the years ended, December 31, 2012 and 2011, all of the Company's common stock equivalents were excluded from the calculation of diluted loss per common share because they were anti-dilutive, due to the Company's net loss in those periods.

6. Property, Plant and Equipment

The principal executive office of the Company is located at 96 Park Street, Montclair, New Jersey 07042 75254. Approximately 1,000 square feet of leased premises are at this location. The rent is approximately $13,000 per year. The lease expires in January 2013. We also lease 70 acres associated with our production facilities in Castleberry, Alabama. The rent is approximately $60,000 per year. We had property, plant and equipment, net of depreciation of $366,325 as of December 31, 2012 compared to $302,414 for December 31, 2011 which was due to our leasehold interest and the purchase of equipment for our plant in Alabama used to produce our soil amendment.

7. Capitalized Software Costs

The Company accounts for the development cost of software intended for sale in accordance with Statement of Financial Accounting Standards No. 86, Accounting for Costs of Computer Software to be Sold, Leased, or Otherwise Marketed , (“SFAS No. 86”) (now contained in FASB Codification 985-20, Accounting for Costs of Computer Software to be Sold, Leased, or Otherwise Marketed ). FASB Codification 985-20 requires product development costs to be charged to expense as incurred until technological feasibility is attained. Technological feasibility is attained when the Company’s software has completed system testing and been determined viable for its intended use. Accordingly the Company did not capitalize any development costs other than product development costs acquired through a third party purchase. The Company capitalizes software through technology purchases if the related software under development has reached technological feasibility or if there are alternative future uses for the software.

During the year ended December 31, 2007, the Company acquired new software to operate and enhance its GPS

system. The development costs of this software, which totaled $116,682, were capitalized and placed in service at the end of September 2007 and are being amortized over their estimate useful life of five years. No such

Capitalized software costs and accumulated amortization were as follows as of December 31, 2012 and December 31, 2011:


	December 31,	December 31,
	2012	2011
Software development costs	$ 116,682	$ 116,682
	(116,682)	(99,184)
Capitalized Software, net	$ 0.00	$ 17,498

8. Other Intangible Assets

On June 6, 2008, we acquired a mobile water purification plant and computerized ballast water distribution system from Robert Elfstrom. We agreed to purchase these assets in consideration for 1,000,000 shares of the Company’s common stock to be issued as follows: 100,000 shares upon the execution of the Bill of Sale and the remaining balance of shares to be issued in increments of 300,000 shares each time we accumulate net revenues of $2,000,000 from the utilization of the technology. We initially recorded the asset at the fair value of the full 1,000,000 shares at the date of the sale, which was $215,000, and recorded a liability for the remaining 900,000 shares to be issued. As of December 31, 2012, no revenues had been generated from this technology and thus no additional shares had been issued. We determined that it was more appropriate to reverse the liability for the remaining contingent shares and to reduce the value of the assets to the fair value of the 100,000 shares issued at execution of the agreement, or $21,500. If and when the remaining shares are issued, they will be recorded as a royalty expense. However, during 2009 a dispute had arisen with Mr. Elfstrom concerning his performance under this arrangement which we felt would directly impact the success of the System. All unpaid compensation whether in stock or fees has been withheld pending final negotiation with Mr. Elfstrom. We have also made arrangements with a manufacturing/ joint

venture partner for the production of our own Mobile PureWater System (“MPWS”) which is now being demonstrated in Nigeria and has been offered to several relief agencies. The next generation of the MPWS has been completed by the same manufacturer and is being test in New Jersey.

9. Notes Payable to Related Parties

From time to time certain employees and/or officers advance funds to the Company in order for the Company to meet its operating needs or make payments directly on the Company’s behalf. Such advances were recorded as liabilities on the Company’s balance sheet in previous years. The amounts were loaned to the Company without any formal note agreement and do not bear interest. In December of 2011, we entered into two separate notes with Peter Ubaldi, our CEO, and Joseph Battiato, our Chairman to formalize the advancements that had been made by the three individuals. Thus, we entered promissory notes with Mr. Ubaldi for $638,072; Mr. Battiato for $297,746; respectively, which incorporated all previous amounts due to the two individuals from previous advancements, notes payable and in the case of Mr. Ubaldi, amounts accrued for wages and benefits (the “Master Notes”). The Master Notes bear interest at 10.00% per annum.

10. Notes Payable

In March 2005, we obtained $134,500 under a financing arrangement bearing interest at 7.00% per annum from entity affiliated with our chief executive officer. The note originally matured on September 28, 2005. The note was amended in January 2006 to incorporate the related accrued interest of $7,375 into the principal of the note and extend the maturity date through April 28, 2006. The note is uncollateralized and the proceeds were utilized for working capital. The note is past due and in default. As of December 31, 2012, $186,266 was outstanding on the loan payable.

We have a note payable to Monet Acquisition, LLC, an unaffiliated third party. The note bears interest at a rate of 10.00% per annum and matured on April 25, 2010. It is personally guaranteed by our chief executive officer. The note is past due and in default. As of December 31, 2012, $148,402 is outstanding on the loan payable.

In March 2006, we entered into a note payable for $27,000. This note bears interest at a rate of 7.00% per annum and originally matured on May 27, 2006. The maturity date was extended through December 31, 2007. The note is past due and in default. As of December 31, 2012, $36,458 is outstanding on the loan payable.

On December 1, 2006, we entered into a promissory note with a former director in the amount of $195,000 which bears interest at a fixed rate of 8.00% per annum. The note matured in February of 2007 and is currently in default. As December 31, 2012, $304,600 is outstanding on the loan payable.

In February 2006, we obtained funds under a convertible promissory note with an unaffiliated third party in the amount of $100,000 which bears interest at 10.00% per year. The note matured on February 1, 2007 and is convertible into shares of our common stock at a fixed rate. On January 24, 2011, the company issued 500,000 shares of its common stock as consideration to extend the note due date to December 31, 2011. As of December 31, 2012, $138,946 is outstanding on the loan payable and the note is currently in default.

From time to time a former employee had advanced the company money to fund operations. As of December 31, 2012, we owe this former employee $54,587 for such advances. There is no interest associated with these advances.

We entered into a letter agreement with a former employee in March 2007. Per the terms of this agreement, we were to pay the former employee $12,000 in monthly installment payments with the entire balance being fully paid no later than November 15, 2007. There is no interest associated with letter agreement. No payments have been made related to this agreement. The note is past due and in default. As of December 31, 2012, $12,000 is outstanding on the loan payable.

In February 2008, we entered into a promissory note for $50,000. The note bears interest at a fixed rate of 12.00% per annum and matured on January 31, 2010. On January 24, 2011 the company issued 500,000 shares of its common stock as consideration to extend the note due date to December 31, 2011. The note is convertible at any time to shares of our common stock at a fixed rate. The note is past due and in default. As of December 31, 2012, $68,500 is outstanding on the loan payable.

In February 2008, we entered into a promissory note for $50,000. The note bears interest at a fixed rate of 12.00% per annum and matures on January 31, 2010. On January 24, 2011 the company issued 500,000 shares of its common stock as consideration to extend the note due date to December 31, 2011. The note is convertible at any time to shares of our common stock at a fixed rate. The note is past due and in default. As of December 31, 2012, $89,000 is outstanding on the loan payable.

In September 2008, we entered into a $100,000 settlement agreement with an unaffiliated third party, of which $25,000 was paid in cash and the remaining $75,000 was to be paid by November 21, 2008. No additional payments

have been made. The amount is past due and in default. There is no interest rate associated with this settlement agreement. As of December 31, 2012, $75,000 is outstanding on the loan payable.

In February 2009, we entered into a promissory note for $107,500 with an unaffiliated third party. The note bears interest at a rate of 10.00% per annum and matured on January 31, 2010. The note was extended to August 9, 2010. The note is collateralized by our pledge of 2,150,000 shares of our preferred A shares convertible at a 10 to 1 ratio of common stock. The pledged collateral is to be held in escrow until an event of default or payment in full of the loan. This loan is in default and as of December 31, 2012, $149,286 is outstanding.

On December 15, 2010, we entered into a convertible promissory note for a principal amount of $200,000 with an unaffiliated third party. The promissory note has an interest rate of 8.00% per annum, and matured on August 19, 2011. The note is currently in default. As of December 31, 2012 $232,701 is due and outstanding on the note.

of our common stock any time after six months from the date of the note at conversion rate equal to a 49.0% discount to the three lowest closing market prices for the 10 days preceding its election to convert. As a result we booked a beneficial conversion feature of $31,225. We repaid this note prior to maturity; therefore, we paid a prepayment penalty of $17,532. As of December 31, 2012, $0 was outstanding.

1,081,967 shares of our common stock, respectively, for a total of 4,549,230 shares of our common stock. As of December 31, 2012, $0 was outstanding.

On August 12, 2011, we entered into a promissory note to provided financing up to $1,500,000 with an interest rate of 10% per annum on the outstanding balance, with a due date of August 11, 2014. On August 12, 2011 we received the first advance of $225,000. On August 26, 2011 we received a second advance of $225,000. On October 21, 2011 we received the final advance of $1,050,000. On September 31, 2012, the investor advanced an additional $80,000 under the same terms. As of December 31, 2012, the outstanding balance was $1,686,719.

Effective April 16, 2012, we entered into a convertible promissory note with Asher Enterprises, Inc., an unaffiliated third party, for a principal amount of $78,500. The promissory note has an interest rate of 8.00% per annum, a default interest rate of 22.00%, and matured on January 2, 2013. Asher Enterprises may elect to convert the note in shares of our common stock any time after six months from the date of the note at conversion rate equal to a 42.0% discount to the three lowest closing market prices for the 10 days preceding its election to convert. As a result we booked a beneficial conversion feature of $56,845. During the last quarter of 2012, conversions were made on October 17, 2012 and December 5, 2012, of 4,347,826 and 10,714,286 shares of common stock as recorded for the year end December 31, 2012. As of December 31, 2012, $57,796 was outstanding. Subsequent to December 31, 2012, the Note holder elected to convert additional principal and interest and received 10,574,713 shares of the Company’s common stock on January 15, 2013.

On October 15, 2012, RDK Enterprises, LLC, an unaffiliated third party, agreed to fund the company with an initial investment of $50,000 and RDK Enterprises, LLC has agreed to lend additional money to the Company. The Company and RDK Enterprises are still finalizing the terms of the financing agreement which is expected to be completed by the end of the month. As of December 31, 2012, $50,000 was outstanding.

On December 5, 2012, we entered into a convertible promissory note with Asher Enterprises, Inc., an unaffiliated third party, for a principal amount of $17,500. The promissory note has an interest rate of 8.00% per annum, a default interest rate of 22.00%, and matures on January 2, 2013. Asher Enterprises may elect to convert the note in shares of our common stock any time after six months from the date of the note at conversion rate equal to a 42.0% discount to the three lowest closing market prices for the 10 days preceding its election to convert. As a result we booked a beneficial conversion feature of $12,627. As of December 31, 2012, $17,577 was outstanding.

11. Defaults of Notes Payable

have been made. The amount is past due and in default. There is no interest rate associated with this settlement agreement. As of December 31, 2012, $75,000 is outstanding on the loan payable.

12. Credit Union Participations

We no longer services automobile finance receivables. However, there was one remaining credit union relationship (Houston Postal Credit Union/Plus4 Credit Union) through our former wholly owned subsidiary, Autocorp Financial Services, Inc., which resulted in a dispute over amounts due on the collection of auto

finance contracts. During January 2008, the Company arrived at a $41,000 settlement with this credit union. Per the terms of this agreement, we were to make an initial payment of $5,000, payments of $1,000 per month through February 2009 and a balloon payment of $24,000 at March 1, 2009. This settlement is secured by a $41,000 judgment. As of December 31, 2012 payments totaling $9,000 had been made under the settlement agreement. The remaining settlement obligation is past due.

13. Lines of Credit

In November 2003, the Company executed a revolving credit facility in the amount of $10,000,000 with a financial institution that bore interest at a rate of prime plus 2% and matured in November 2004. The purpose of the credit facility was to provide funding for the purchase of automobile finance installment contracts for sale to banks and credit unions which is no longer our line of business. There was outstanding balance totaling $344,330 at both December 31, 2012, including interest and the line of credit was in default. We will negotiate revised payment terms and a settlement with the lender as soon we are able to make a firm commitment.

In April 2007, our chief executive officer at the time provided a line of credit in the amount of $50,000 to us from Atlantic Financial Advisors, Inc. (“AFA”), a corporation which is 100% owned by him. This line was used for the purchase of inventory of GPS hardware. As we have discontinued the GPS business, there is no longer a need for this facility. We have arranged for a settlement for a long term installment payment of $250.00 per month for 30 months to liquidate the remaining balance. The installments are secured by 1,000,000 shares of our common stock.

14. Related Party Transactions

On January 24, 2011 we issued 1,235,403 as payment for back wages of $41,600 to Peter Ubaldi, our chief executive officer.

On April 18, 2011 we issued 1,821,507 shares of common stock to our CEO, Peter Ubaldi, in lieu of the cash compensation to him under his employment contract.

On November 23, 2011, we issued 8,474945 shares of common stock to our CEO, Peter Ubaldi, in lieu of the cash compensation to him under his employment contract.

On November 23, 2011, we issued 10,000,000 to our Chairman, Mr. Battiato in consideration for the reduction in the principal balance of a promissory note he has with the company.

From time to time certain employees and/or officers advance funds to the Company in order for the Company to meet its operating needs or make payments directly on the Company’s behalf. Such advances were recorded as liabilities on the Company’s balance sheet in previous years. The amounts were loaned to the Company without any formal note agreement and do not bear interest. In December of 2011, we entered into three separate notes with Peter Ubaldi, our CEO, and Joseph Battiato, our Chairman, and William Merritt, our Managing Director of Business Development, to formalize the advancements that had been made by Mr. Ubaldi and Mr. Battiato. Thus, we entered promissory notes with Mr. Ubaldi for $636,526 and Mr. Battiato for $295,678; which incorporated all previous amounts due to them from previous advancements, notes payable and in the case of Mr. Ubaldi, amounts accrued for wages and benefits (the “Master Notes”). The Master Notes bear interest at 10.00% per annum. At December 31, 2012, the Master Notes had outstanding balances of $638,072 and $297,746, respectively.

25. Stock Plans

We have a non-qualified stock option plan (the “Plan”) that was adopted by the Board of Directors in March 1997. The Plan, as authorized, provides for the issuance of up to 2,000,000 shares of our common stock.

Persons eligible to participate in the Plan as recipients of stock options include full and part-time employees of the Company, as well as officers, directors, attorneys, consultants and other advisors to the Company or affiliated corporations.

Options issued under the Plan are exercisable at a price that is not less than twenty percent (20%) of the fair market value of such shares (as defined) on the date the options are granted. The non-qualified stock options are generally non-transferable and are exercisable over a period not to exceed ten (10) years from the date of the grant. Earlier expiration is operative due to termination of employment or death of the issue. The entire Plan expired on March 20, 2007, except as to non-qualified stock options then outstanding, which will remain in effect until they have expired or have been exercised. As of December 31, 2009, 1,990,289 shares had been exercised and issued under the Plan.

On November 8, 2006, we filed a Non-Statutory Stock Option Plan, or the Plan, with the SEC. This Plan was intended as an employment incentive, to aid in attracting and retaining persons of experience and ability and whose services are considered valuable to encourage the sense of proprietorship in such persons, and to stimulate the active interest of such persons in our development and success. This Plan provides for the issuance of non-statutory stock options which are not intended to qualify as incentive stock options within the meaning of

Section 422 of the Internal Revenue Code of 1986, as amended. There were a total of 15,000,000 shares in the Plan at inception and 14,100,000 shares have been issued from the Plan as of December 31, 2012.

16. Sale of GPS Business

In September 2008, we entered into a contract with Global Safety Holdings Corp., (“GSH”), a U.S. privately held company with a substantial presence in Russia, which is an unaffiliated third party. Under the terms of this agreement, we sold the rights to our technology to GSH for use throughout Europe and Asia but specifically in Russia. We have received a 10% non-dilutive interest in GSH and a percentage of the Company’s cash flow. We have also retained its rights exclusively to market this technology in the United States and Mexico. The Company recorded the transaction as a non-monetary exchange and assigned no fair value to the consideration given or received as currently no GPS operations exist in Russia; thus, the fair value of the consideration is contingent upon successful execution of the business model by GSH.

17. Stock Transactions

Effective September 27, 2010, the Company increased the number of authorized shares of its common stock from 400,000,000 to 500,000,000.