UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

~~ANNUAL~~For ~~REPORT~~the ~~PURSUANT~~Fiscal TOYear ~~SECTION~~Ended 13December OR31, ~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~2010

~~For~~ . ~~the~~TRANSITION ~~Fiscal~~REPORT ~~Year~~PURSUANT ~~Ended~~TO ~~December~~SECTION ~~31,~~13 ~~2009~~OR 15(d) OF THE EXCHANGE ACT

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

For the transition period from ________ to ______

Commission File Number 000-30237

REGENECA, INC.

(Exact name of registrant as specified in its charter)

Nevada	88-0467241
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
(State of incorporation)	(I.R.S. Employer Identification No.)

1 Technology Dr., Suite C-515

Irvine, CA 92618

(Address of principal executive offices)

(~~886~~800) ~~925~~690-~~9553~~6958

(Registrant'’s telephone number, including area code)

Ethos Environmental, Inc.

(Former Name)

with a copy to:

Christopher A. Wilson, Esq.

Wilson, Haglund & Paulsen, P.C.

9110 Irvine Center Drive

Irvine 92618

Telephone: (949) 752-1100 ext. 302

Facsimile (949) 752-1144

Indicate by check mark ifwhether the registrant is(1) ahas ~~well-known~~filed ~~seasoned~~all ~~issuer,~~reports asrequired ~~defined~~to inbe ~~Rule~~filed ~~405~~by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes . No X .

Indicate by check mark ifwhether the registrant ishas ~~not~~submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to ~~file~~be ~~reports~~submitted and posted pursuant to ~~Section~~Rule 13405 orof ~~Section~~Regulation 15S-T (d)§232.405 of this chapter) during the ~~Act.~~preceding ~~Yes .~~12 ~~No X~~months (or for such shorter period that the registrant was required to submit and post such files). .

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. .

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 126.2 of the Exchange Act). Yes . No X .

The aggregate market value of common stock held by non-affiliates of the Registrant on June 30, 2009 based on the closing price on that date of $0.22 on the Over the Counter Bulletin Board was $6,855,078. For the purposes of calculating this amount only, all directors, executive officers and shareholders owning in excess of ten percent (10%) of the Registrant’s outstanding common stock have been treated as affiliates.

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.


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

~~The~~Indicate ~~number~~by ofcheck ~~shares~~mark ofwhether ~~common~~the ~~stock~~registrant ~~outstanding~~is a shell company (as defined in Rule 12b-2 of ~~December~~the ~~31,~~Exchange ~~2009~~Act). ~~was~~Yes . ~~102,150,306~~No X .

The aggregate market value of the voting and non-voting common equity held by non-affiliates as of the last business day of the Registrant’s most recently completed second fiscal quarter was $30,435,844. As of September 30, 2011 there were 928,590,209 common shares outstanding.

Documents incorporated by reference: None.

2FORM 10-K

REGENECA, INC.

~~Table~~TABLE ofOF ~~Contents~~CONTENTS

		Page
PART I
	PART I
Item 1.	Business	1
Item 1	Business	4
Item 1A.	Risk Factors	4
Item 1A	Risk Factors	10
Item 2.	Properties	7
Item 1B	Unresolved Staff Comments	10
Item 3.	Legal Proceedings	7
Item 2	Properties	10
Item 4.	Removed and Reserved	7
Item 3	Legal Proceedings	10
PART II
Item 4	[REMOVED AND RESERVED]	11
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	8
	PART II
Item 6.	Selected Financial Data	9
Item 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	11
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 6	Selected Financial Data	12
Item 8.	Financial Statements and Supplementary Data	12
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	12
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	13
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	16
Item 9A.	Controls and Procedures	13
Item 8	Financial Statements and Supplementary Data	F-1
Item 9B.	Other Information	14
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	17
PART III
Item 9A(T)	Controls and Procedures	17
Item 10.	Directors, Executive Officers, and Corporate Governance	15
Item 9B	Other Information	19
Item 11.	Executive Compensation	16
	PART III
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	19
Item 10	Directors and Executive Officers and Corporate Governance	19
Item 13.	Certain Relationships and Related Transactions, and Director Independence	24
Item 11	Executive Compensation	22
Item 14.	Principal Accountant Fees and Services	25
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	24
PART IV
Item 13	Certain Relationships and Related Transactions	25
Item 15.	Exhibits and Financial Statement Schedules	25
Item 14	Principal Accountant Fees and Services	25
	PART IV
Item 15	Exhibits and Financial Statement Schedules	26

3Special Note Regarding Forward-Looking Statements

~~FORWARD~~Information included in this Form 10-~~LOOKING~~K ~~STATEMENTS~~contains 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”). This information may involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Regeneca, Inc. (the “Company”) to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations of these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that the projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

This Annual Report on Form 10-K contains 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”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:

The availability and adequacy of our cash flow to meet our requirements;

Economic, competitive, demographic, business and other conditions in our local and regional markets;

Changes or developments in laws, regulations or taxes in our industry;

Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities;

Competition in our industry;

The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;

Changes in our business strategy, capital improvements or development plans;

The availability of additional capital to support capital improvements and development; and

Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.

This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Use of Term

Except as otherwise indicated by the context, references in this report to “Company,” “ETEV,” “RGNA” “Ethos Environmental, Inc.”, “Ethos” “we,” “us” and “our” are references to Regeneca, Inc. All references to “USD” or United States Dollars refer to the legal currency of the United States of America.

PART I

~~ITEM~~Item 1. ~~BUSINESS~~

~~Subsequent Events~~Business.

This Annual Report on Form 10-K for the fiscal year ended December 31, 2009 is being filed with the Securities and Exchange Commission on or about June 28, 2011. Due to the delay in filing this report, a number of material subsequent events have occurred since December 31, 2009. These events include:General

·Regeneca, Inc., a Nevada corporation (the “Company,” “Regeneca,” “we,” “us” or “our”), was incorporated on April 25, 2006 under the laws of the State of Nevada as Victor Nevada, Inc. On November 3, 2006, the Company was the surviving entity of a merger transaction (the “Victor Industries Merger”) effected under the laws of the State of Nevada involving the Company, Victor Industries, Inc., an Idaho corporation, and a then-existing Nevada corporation then named Ethos Environmental, Inc. (which did not survive the Victor Industries Merger). Also on November 3, 2006, in connection with the Victor Industries Merger, the Company changed its name to Ethos Environmental, Inc. As of that date, Ethos Environmental, Inc. was a company focused on the manufacturing and distribution of fuel reformulating products.

On December 14, 2010, the Company signed and executed the Agreement and Plan of Merger (the “Merger Agreement”) among the Company, EEI Acquisition Corporation (“Acquisition Corporation”) and Regeneca International, Inc. (“Regeneca International”), ~~has~~a company incorporated on January 9, 2009 under the laws of the State of Nevada and formed to create and commercialize products that help to improve consumers’ health and “regenerate their life”. On December 31, 2010, pursuant to the Merger Agreement, Acquisition Corporation was merged with and into Regeneca International (the “Merger”), and, pursuant to the Merger, Regeneca International became a wholly-owned subsidiary of the Company. ~~and~~Upon consummation of the Merger, the Company issued to the former ~~shareholders~~stockholders of Regeneca ~~were~~International ~~issued~~420,466,494 shares of the Company’s common stock ~~representing~~ asuch ~~majority~~that, ofimmediately after the Merger, the former stockholders of Regeneca International owned approximately 51% of then-outstanding shares ~~(see~~of ~~Current~~the ~~Report~~Company’s oncommon ~~Form~~stock, ~~8-K~~post ~~filed~~Merger. onThe ~~January~~Company 4subsequently changed its name to “Regeneca, ~~2011);~~Inc.” The Merger was accounted for as a capital reorganization or a public shell “reverse merger.”

·Regeneca’s Products and Business

In ~~connection~~the ~~with~~months leading up to the ~~merger~~Merger, the Company ~~has~~created ~~adopted~~a ~~the~~marketing ~~business~~ plan ~~and~~for ~~product~~the ~~offerings~~launch of ~~Regeneca~~RegenErect, as its ~~primary~~male ~~business~~enhancement ~~focus. Although~~product, in the ~~products~~first ~~offered~~quarter ~~and~~of ~~sold~~2011, byfollowed ~~Ethos~~up ~~prior~~with to the ~~merger~~launch ~~have~~of ~~not~~RegeneSlim, ~~been~~its ~~abandoned~~appetite suppressant supplement, in the ~~Company~~second ~~does~~quarter ~~not~~of ~~expect~~2011. ~~sales~~As of the ~~products~~beginning ~~described~~of inDecember ~~this~~2010, ~~report~~the toCompany bewas ~~material~~solely tofocused on the ~~sales~~new business model and ~~revenue~~the impending launch of RegenErect. The following is a description of the Company’s inproducts ~~the~~and ~~foreseeable~~business ~~future~~strategy.

·Our products help to fight the signs and symptoms of aging through phytochemical-infused, as well as botanical and organic based, formulations and an all-herbal male enhancement product – RegenErect. We do this while drawing our products from the earth in an ethical way – an approach that emphasizes re-growth, reforestation and recycling. This is our “Whole Earth, Whole Body” approach to health.

~~The~~“Whole ~~former~~Earth, ~~officers~~Whole ~~and~~Body” ~~directors~~Approach ofto ~~Regeneca became the officers and directors of the Company.~~ Health

·Our corporate creed is to provide consumers with products that are all natural and premium quality and must fit the highest standard of conservation and reduced carbon footprint. The products must work to preserve and promote the user’s health. Our packaging is conservative. We use recycled and recyclable materials wherever possible to preserve the land – ensuring the efficacy, safety and quality of our products without frills and excess paper goods. Our methods do not just apply to the production of our products. Our packaging, distribution and marketing strategy are designed to engage directly with consumers. This cuts out unnecessary expense, energy waste and cost. This simple approach works by maximizing the product experience and opportunity to the distributor.

~~The~~We ~~Company~~offer: ~~has adopted the 2010 Incentive Plan and the Distributor Stock Incentive Plan (see the Definitive Information Statement on Form 14C filed on May 24, 2011).~~

4·

·High quality, effective, all-herbal supplements.

On March 2009, a lawsuit was filed in the United States District Court, District of Utah, Central Division, against Ethos Environmental, Inc. by Republic Bank. The lawsuit alleges that the Company breached the terms of a Lease Agreement involving Mazuma Capital Corp. and Ethos. Republic Bank is seeking monetary damages and return of certain equipment. On February 9, 2011, Summary Judgment was entered in favor of Republic Bank. The Company and Republic Bank are finalizing the terms of a settlement agreement and anticipate it will be completed during the 2nd quarter of 2011.·

~~This~~Sales ~~report describes the products~~ and ~~business~~marketing ~~strategy~~strategies ~~of the Company as at December 31, 2009, and does not reflect any of the material changes~~ that ~~have~~deliver ~~occurred~~superior ~~since such date. This report was prepared by the former officers and directors of the Company and contain descriptions of, and statements of fact regarding,~~ products, ~~strategies~~in ~~and~~an ~~projections of which the current officers and directors have no personal knowledge. The Company believes that much of the contents of this report have been superseded by subsequent events~~efficient, ~~and~~cost-effective ~~readers~~manner ~~should~~while nohelping ~~place~~to ~~undue~~regenerate ~~emphasis on~~ the ~~disclosure and information contained herein~~planet.

~~Overview~~·

~~The~~Rejoice, ~~mission~~Rejuvenate ofand ~~Ethos~~Regenerate is to ~~become~~stimulate ~~the~~happiness ~~industry~~and ~~leader~~remove in the ~~provision~~toxins ~~of high quality & environmentally friendly engine cleaning~~ and ~~lubrication~~free ~~products.~~radicals ~~Ethos’~~that ~~affordably~~can ~~priced~~lead ~~fuel~~to ~~catalysts~~genetic ~~maximize~~mutations ~~fuel~~and ~~mileage while minimizing ecologically damaging emissions~~injuries.

The Company manufactures and distributes a unique line of fuel catalysts comprised of a blend of low and high molecular weight esters. Our products have been formulated to enhance fuel and motor oil with powerful self-cleaning and lubrication properties, with our flagship product, Ethos FR+ designed to improve the combustion of fuel as well. Our products have been tested on a wide selection of fuels and motor oils including bio-fuels and ultra low sulfur diesel. Products

~~Ethos~~Our ~~has~~entire ~~provided~~family aof ~~remedy~~products ~~for~~is ~~reducing~~designed ~~both~~with ~~the~~our ~~costs~~corporate ~~and~~creed ~~the~~in ~~environmental~~mind ~~impact~~– ofunique, ~~vehicle fuels and engine oils. Notably~~efficacious, ~~both~~earth-friendly ~~wasted~~premium ~~fuel~~products and ~~high~~service. ~~emissions~~Products ~~stem~~that ~~from~~truly ~~the~~help ~~same~~you ~~problem~~and –your ~~inefficient~~body ~~burning~~to ofregenerate ~~fuel.~~itself ~~That~~– isproducts ~~why~~and ~~the~~services ~~use~~that ofare ~~our~~produced ~~products, formulated~~ and ~~tested~~delivered ~~for~~in ~~greater~~an ~~fuel~~earth ~~burning~~efficient ~~efficiency,~~manner. ~~addresses~~This ~~both~~is ofour ~~these~~commitment ~~problems~~to ~~while~~the ~~also~~Whole ~~reducing~~Earth, ~~overall~~Whole ~~engine~~Body ~~maintenance~~approach ~~costs~~to ~~in the process~~health.

Ethos products address the problems of wasted fuel, air pollution, and insufficient lubricity. Fuel burns inefficiently in an internal combustion engine and that inefficiency leads to wasted fuel transformed into toxic emissions. Ethos products make fuel burn more efficiently so it significantly improves all three of the aforementioned adverse effects. Most importantly, the use of Ethos products is likely to result in fuel cost savings for most customers. -1-

~~Corporate History~~RegenErect

WeRegenErect ~~were~~is ~~originally~~a ~~incorporated~~natural ~~under~~herbal ~~the~~supplement ~~laws~~designed ofto ~~the~~enhance ~~State~~sexual ofexperience ~~Idaho~~and onintimacy ~~January~~between ~~19,~~couples. ~~1926~~RegenErect ~~under~~is poised to capitalize on the ~~name~~multi-billion ofdollar ~~Omo~~male ~~Mining~~enhancement ~~and~~supplement ~~Leasing~~market, ~~Corporation~~both domestically and internationally. The ~~Company~~fact ~~was~~is ~~renamed~~that ~~Omo~~all ~~Mines~~men, ~~Corporation~~as onthey ~~January~~age, 19deplete in testosterone levels, ~~1929~~which affects their libidos and intimacy. ~~The~~RegenErect ~~name~~is ~~was~~the ~~changed~~natural ~~again~~solution onthat ~~November~~men ~~14,~~everywhere ~~1936~~are toseeking. ~~Kaslo~~We ~~Mines~~began ~~Corporation~~distribution ~~and~~of ~~finally~~RegenErect ~~Victor~~in ~~Industries,~~February ~~Inc.~~2011 onalong ~~December~~with ~~24,~~the ~~1977~~launch of our network marketing program.

AsRegeneSlim Victor Industries, Inc., the Company developed, manufactured, and marketed products related to the use of the mineral known as zeolite. Zeolites have the unique distinction of being nature's only negatively charged mineral. Zeolites are useful for metal and toxic chemical absorbents, water softeners, gas absorbents, radiation absorbents and soil and fertilizer amendments.

~~Reverse~~RegeneSlim ~~Acquisition~~is an appetite control supplement that supports healthy, natural weight loss. RegeneSlim incorporates patented ingredients to perform several varied, yet important tasks that synergistically give you more energy, reduce appetite and inhibit fat production. RegeneSlim allows the user to continue eating the user’s normal diet. The weight loss is a result of ~~Ethos~~decreased consumption and increased metabolism through the proprietary blend of herbs and ingredients.

OnRegeneSlim ~~November~~is 2,positioned ~~2006,~~to astake ~~part~~advantage of ~~a two-step reverse merger,~~ the ~~Company~~annual ~~merged~~$50 ~~with~~billion ~~and~~U.S. ~~into~~weight ~~Victor~~loss ~~Nevada, Inc~~market. aWeight ~~newly~~loss ~~incorporated~~programs ~~entity~~are ~~for~~more ~~the~~successful ~~purpose~~where ofpersonal ~~re-domiciling~~relationships ~~under~~and ~~the~~accountability ~~laws~~are ofinvolved. ~~the~~Our ~~State~~combination of ~~Nevada.~~direct ~~Concurrently~~response ~~therewith,~~and wenetwork ~~completed~~marketing ~~the~~allows ~~merger~~for ~~transaction~~these ~~with~~personal ~~Ethos~~relationships ~~Environmental, Inc., a privately held Nevada corporation (“Ethos”). The Company was the surviving entity, and changed its name~~ to ~~Ethos~~be ~~Environmental~~forged, ~~Inc.~~which tocreates ~~more~~natural ~~accurately~~follow-up ~~reflect~~and ~~its~~thus ~~new~~increased ~~direction~~weight ~~and business model~~loss.

~~Organizational~~Product ~~Chart~~Development

5The Company is in the product development phase with the following products. All products will be marketed through the Company’s Direct Response Network Marketing model.

~~ecoMates, LLC~~·

~~ecoMates™,~~RegeneBlend a– ~~Nevada~~Antioxidant ~~LLC~~Beverage ~~formed~~Blend on(introduced ~~March~~in 3,third ~~2009,~~quarter is wholly owned and managed by Ethos, with day-to-day operations handled by Thrive Worldwide, LLC. ecoMates will direct the Company’s retail distribution and marketing functions. ecoMates™ is a network marketing system that will leverage a proprietary suite of ~~web/broadcast communication tools to maximize productivity and optimize communications.~~ 2011)

~~Ethos Scientific LLC~~·

~~Ethos~~RegenArouse ~~Scientific,~~– ~~LLC,~~Female isArousal aGel ~~wholly-owned~~(planned ~~subsidiary~~introduction ~~also~~in ~~formed on March 3, 2009 as a Nevada LLC. Ethos Scientific™ will conduct research and development activities as well as advisory services to the Company as pertains to new products.~~ 2012)

~~Government and Commercial Sales~~·

~~All~~RegenAbsorb ~~Government~~– ~~and~~CoQ10 ~~Commercial~~Fish ~~Sales~~Oil ~~will~~Supplement ~~continue to be handled by the parent company, Ethos Environmental, Inc.~~

~~Products~~·

~~How~~RegeneDerm Do– ~~Ethos~~Natural ~~Products~~Skin ~~Work?~~Care and Cosmetics

~~Ethos’~~Business products reformulate fuels for significantly greater lubricity and cleansing properties, with Ethos FR+ having the added benefit of improving the combustion of fuel. All of the internal engine components benefit from the improved cleansing and lubricating action including the fuel lines, filters, carburetors, spark plugs and injectors. A cleaner, more lubricated engine runs smoother, requires less maintenance, and lasts much longer. Most importantly, our products are formulated to help reduce the levels of carbon deposits that result in incomplete fuel combustion, thereby resulting in wasted fuel and toxic emissions. The unique combination of cleaning and lubricating esters in our products stabilize all fuels for greater efficiency without altering the fuel’s specifications. Philosophy

~~For~~The ~~example,~~Company’s inbusiness strategy is to create the ~~Ethos~~ideal ~~FR®~~consumer ~~product,~~distribution achannel ~~group~~through ofcombining ~~low~~three ~~molecular~~very ~~weight~~powerful ~~esters~~industries ~~cleans~~to ~~the~~maximize ~~dirty~~personal ~~deposits~~relationships. ~~formed~~A bysales ~~fuels~~assisted ~~and~~environment creates the ~~combustion~~most ~~process.~~dedicated ~~These~~consumers ~~deposits~~to ~~impair~~the ~~engine~~product ~~performance~~ and ~~result~~loyalty into the ~~exhaust~~Company. ofThis ~~raw~~environment ~~fuel~~is ~~–the~~created ~~primary~~by ~~contributor~~our toDirect ~~pollution.~~Response ~~Concurrently,~~Network aMarketing ~~group~~sales ofmodel. ~~high~~We ~~molecular~~take ~~weight~~products ~~esters~~to ~~lubricate~~market ~~the~~that ~~engine~~can ~~surfaces~~be asadvertized ~~the~~and ~~fuel~~sold ~~runs~~ through ~~the~~Direct ~~engine.~~Response ~~The~~(infomercials, ~~molecular~~radio ~~structure~~ads, ofprint ~~these~~ads, ~~higher~~internet ~~weight~~offers ~~esters~~and isother ~~small~~direct ~~enough~~methods), tothus ~~penetrate~~creating ~~the~~a ~~metal~~customer who then is cultivated and ~~form~~up-sold by a ~~lubricating~~matrix ~~layer~~of ~~between~~independent ~~the~~sales ~~engine surfaces~~distributors. ~~This~~These ~~process~~sales ~~enables~~distributors anare ~~engine’s~~called ~~moving~~Independent ~~components~~Business Owners (“IBOs”). These IBOs participate as network marketers to ~~operate~~build relationships with ~~less~~individuals. ~~energy-robbing~~They ~~and~~sell ~~pollution-causing~~products ~~friction~~to customers both from word of mouth and ~~heat~~direct response.

The primary task for the Company is to distinguish itself as an industry leader in the reduction of fuel costs and emission problems. Part of the challenge is to differentiate Ethos products from two types of products in this industry, additives - that are purported to increase fuel mileage and oxygenates - which are mandated to lower emissions. Marketing

WeNetwork believe, that both additives and oxygenates provide short-term benefits at the price of long-term engine or environmental problems. Additives contain highly refined petrochemicals or compressed hydrocarbons that promise better fuel mileage and sometimes lower emissions, by “cleaning” the engine. Used mainly by individual consumers, they are expensive and commonly sold at the auto parts and retail stores. More than five thousand EPA-registered fuel additives compete in the retail market and although the EPA requires that such products be registered, that registration constitutes neither endorsement nor validation of the product’s claims. Oxygenates, such as methyl tertiary butyl ether (MTBE) and Ethanol, are intended to lower emissions by adding oxygen to the fuel. Ethos products complement federally mandated oxygenates by lowering emissions. Ethos products are not oxygenates and cannot be used for the purpose of complying with current federal legislation. In contrast, Ethos products have cleaning properties that contribute to the lubrication of the engine instead of destroying it. The ester-based formula dissolves the gums and residues and adds important lubrication that an engine needs. The engine stays clean and lubricated, allowing it to run smoothly and efficiently.Marketing

~~Both~~The ~~E85~~Company ~~and~~has ~~biodiesel,~~created ~~such~~a asNetwork ~~B5,~~Marketing ~~are~~plan ~~alternative~~to ~~measures~~allow ~~currently being considered~~ for ~~use~~attractive byacquisition ~~the~~costs ~~federal~~of ~~government. However~~purchasers, ~~these~~while ~~alternative~~promoting ~~measures~~continuity ~~rely~~and ~~entirely~~retaining onpurchasers ~~agricultural~~with ~~resources~~financial ~~such~~incentive. asThis ~~corn,~~strategy ~~barley,~~is ~~wheat~~not ~~and~~a ~~vegetable~~traditional ~~oils. Realistically,~~model where the ~~agricultural~~focus ~~sector~~is ofon ~~the~~finding ~~economy~~new ~~cannot~~users ~~hope~~and tosigning ~~produce~~up ~~sufficient~~more ~~quantities~~people ofto ~~these~~distribute ~~products~~the toproduct. ~~cause~~Rather, anthis ~~appreciable~~strategy ~~effect~~focuses on ~~global~~the ~~warming~~products themselves. ~~This~~ isBy providing a ~~problem~~financial ~~not~~incentive ~~facing~~through ~~Ethos~~a asnetwork ~~our~~marketing ~~products~~model, ~~are~~the ~~readily~~Company ~~available~~believes ~~and~~that ~~continuously~~the ~~produced~~return aton the acquisition investment will be substantially greater than in a ~~lower~~more ~~price~~traditional one-to-one marketing strategy.

6The Company and many of its IBOs have brought on independent sales associates. The sales associates are paid strictly on commission from selling the product. These associates are able to bring the product to independent and small retailers as well as individual purchasers.

~~Esters~~Launch sales strategies are focused on raising product and brand awareness. Future strategies to increase product and brand awareness will include radio and television short-form infomercials. The management team has substantial experience in these strategies. A well-designed, precise media strategy will pay substantial dividends in lead generation for new buyers.

~~Esters~~The ~~comprise the primary element of all of the~~ Company’s ~~products.~~held Ina ~~the~~pre-launch ~~simplest terms, esters can be defined as the reaction products~~ of ~~acids~~its ~~and~~Network ~~alcohols.~~Marketing ~~Thousands~~program ofin ~~different~~February ~~varieties~~2011 ofwith ~~esters are produced commercially for~~ a ~~broad~~kick-off ~~range~~event ~~of applications. Within the realm of synthetic lubrication, a relatively limited family of esters has been demonstrated to be useful. Esters as lubricants have already captured certain niches~~ in ~~the~~Las ~~industrial market such as reciprocating air compressors and high temperature industrial oven chain lubricants. When one focuses on high temperature extremes and their telltale signs such as smoking~~Vegas, ~~wear, and deposits, the potential applications for the problem solving ester lubricants are virtually endless~~Nevada.

In many ways, esters are very similar to the more commonly known and used synthetic hydrocarbons or PAOs. Like PAOs, esters are synthesized from relatively pure and simple starting materials to produce predetermined molecular structures designed specifically for high performance lubrication. Both types of synthetic base stocks are primarily branched hydrocarbons which are thermally and oxidatively stable, have high viscosity indices, and lack the undesirable and unstable impurities found in conventional petroleum based oils. The primary structural difference between esters and PAOs is the presence of multiple ester linkages (COOR) in esters which impart polarity to the molecules. This polarity affects the way esters behave as lubricants in the following ways:-2-

~~Volatility:~~Direct The polarity of the ester molecules causes them to be attracted to one another and this intermolecular attraction requires more energy (heat) for the esters to transfer from a liquid to a gaseous state. Therefore, at a given molecular weight or viscosity, the esters will exhibit a lower vapor pressure which translates into a higher flash point and a lower rate of evaporation for the lubricant. Generally speaking, the more ester linkages in a specific ester the higher its flash point and the lower its volatility.Response

~~Lubricity:~~Direct ~~Polarity~~marketing ~~also~~enables ~~causes~~ the ~~ester~~Company ~~molecules~~ to beidentify, ~~attracted~~isolate toand ~~positively~~communicate ~~charged~~with ~~metal~~well-defined ~~surfaces~~target markets. AsThis ameans ~~result,~~that ~~the~~it ~~molecules~~achieves ~~tend~~higher conversion and success rates relative to ~~line~~communicating upwith oneveryone in the ~~metal~~mass ~~surface~~market. ~~creating~~Direct amarketing ~~film~~also ~~which~~is ~~requires~~cheaper ~~additional~~than ~~energy~~mass ~~(load)~~market ~~to penetrate~~communication. The ~~result~~Company isplans ato ~~stronger~~drive ~~film~~consumers ~~which~~to ~~translates~~its ~~into~~CallToAction ~~higher~~(“CTA”) ~~lubricity~~offers, ~~and~~which ~~lower~~can ~~energy~~be ~~consumption~~found on ~~lubricant~~television, ~~applications~~radio, print ads and other direct methods.

~~Detergency/Dispersency:~~Additionally, ~~The~~the ~~polar~~Company ~~nature~~has ofcontracted ~~esters~~BCC ~~also~~News ~~makes~~to ~~them~~conduct ~~good~~all ~~solvents~~of ~~and~~the ~~dispersants.~~Company’s ~~This~~media ~~allows~~news ~~the~~productions ~~esters~~ to ~~solubilize~~build ora ~~disperse~~brand ~~oil~~and ~~degradation~~create ~~by-products~~new ~~which~~CTA ~~might~~consumer ~~otherwise~~acquisition beand ~~deposited as varnish or sludge~~sampling, ~~and~~ensuring ~~translates~~that ~~into~~the ~~cleaner~~Company ~~operation~~ and ~~improved~~its ~~additive~~brands ~~solubility~~are intop ~~the~~of ~~final~~mind ~~lubricant~~awareness.

~~Biodegradability:~~The ~~While~~Company ~~stable~~launched ~~against~~its ~~oxidative~~Direct ~~and~~Response ~~thermal~~marketing ~~breakdown,~~program in the ~~ester~~third ~~linkage~~quarter ~~provides a vulnerable site for microbes to begin their work~~ of ~~biodegrading the ester molecule~~2011. ~~This~~The ~~translates~~Company ~~into~~is ~~very~~planning ~~high~~on ~~biodegradability~~completing ~~rates~~its infomercial for ~~ester~~RegenErect ~~lubricants~~in ~~and~~the ~~allows~~first ~~more~~quarter ~~environmentally~~of ~~friendly~~2012, ~~products~~as ~~to be formulated~~well.

~~Product~~Marketing ~~Line~~Structure

~~The~~Target Company manufactures a unique line of fuel re-formulators that contain a blend of low and high molecular weight esters. Ethos has three products, Ethos FR®, Ethos FR+, and Ethos Bunker Fuel Conditioner (“Ethos BFC”). Ethos FR® and Ethos BFC cleanse and lubricate the engine while Ethos FR+ is a fuel catalyst. There are two esters used in each product, a light ester and a heavy ester. Ethos FR® and Ethos FR+ can be used in any internal combustion engine. Ethos BFC is used for Bunker Fuel, which is used in external combustion engines. Market

~~Ethos~~The ~~FR®~~Company’s multi-product approach within health and wellness allows for a more diffuse and less tractable “target market.”

~~Product~~The ~~Benefits: Ethos~~largest ~~FR® is a unique combination~~ of ~~high-quality,~~the ~~non-toxic,~~markets ~~specially~~for ~~designed~~RegenErect ~~esters~~is ~~comprised~~the ~~exclusively~~baby ofboomer ~~carbon, hydrogen and oxygen~~market. This ~~product~~consumer ~~reduces~~group ~~emissions,~~has ~~helps~~the ~~maximize~~largest ~~fuel~~ability ~~efficiency,~~to ~~and~~spend ~~lowers engine maintenance costs. Its considerable emissions-reducing capacity renders it an immediate~~ and ~~cost-effective method for countering~~ the ~~air~~most ~~pollution~~significant ~~caused~~need byfor ~~fossil fuels and~~ the ~~internal combustion engine~~product. ~~Ethos~~The ~~FR®~~ability ~~is a multi-functional fuel catalyst. It is designed for use in all fuels~~ to ~~increase~~have ~~power~~a ~~and~~product ~~mileage,~~that ~~dissolve gums and varnishes~~works, ~~lubricate~~delivered ~~upper~~to ~~cylinder~~your ~~components~~door ~~and~~instead ~~keep the entire fuel system clean and highly lubricated. This combination~~ of ~~low~~frequenting ~~molecular cleaning esters and~~ the ~~high molecular lubricating esters reformulates any fuel whether it~~doctor’s ~~gasoline,~~office ~~diesel,~~and ~~methanol,~~the ~~ethanol~~pharmacy, ~~LNG,~~creates ~~compressed~~ease ~~natural~~of ~~gas~~use orthat ~~bio-diesel.~~should ~~When~~be ~~blended~~significant ~~with~~to ~~fuels,~~this ~~Ethos~~population. ~~FR®~~Consumers ~~reduces~~in ~~the~~this ~~emissions~~group oftend ~~hydrocarbons~~to ~~(HC),~~be ~~nitrogen~~under ~~oxides (NOx)~~60, ~~carbon~~computer ~~monoxide~~savvy ~~(CO), particulate matter (PM)~~ and ~~other~~have ~~harmful~~shown ~~products~~a ofstronger ~~combustion.~~tendency ~~Yet,~~towards ~~the~~ecology ~~emission~~and ofenvironmental O2sustainability ~~is significantly increased~~issues.

~~Ethos~~The ~~FR®~~market for RegeneSlim is ~~non-toxic,~~very ~~non-hazardous~~large and ~~works~~consists ~~with~~of ~~any~~both ~~fuel~~men ~~used~~and inwomen ~~cars,~~of ~~trucks,~~varying ~~buses, RV’s, ships, trains and generators~~ages. The ~~overall~~primary ~~result~~age isfor ~~that~~RegeneSlim’s ~~Ethos~~market ~~FR®~~is ~~makes~~between ~~engines~~the ~~combust~~ages ~~fuel more efficiently. When an engine uses each measure~~ of ~~fuel~~30 toand ~~the maximum degree possible, it has two very important benefits~~60. It ~~reduces~~This ~~fuel~~is ~~consumption and reduces non-combusted residues that an engine expels in~~ the ~~form~~time ofwhen ~~exhaust~~younger ~~emissions~~people ~~such~~start asto ~~hydrocarbons,~~put ~~nitrogen~~on ~~oxides,~~extra ~~carbon~~weight ~~monoxide, particulate matter~~ and ~~other~~generally ~~harmful~~become ~~products~~less ~~of combustion~~active. ~~Unused~~ ~~fuel~~During isthis ~~saved in the fuel tank~~period, ~~waiting~~concern towith bebody ~~used~~image ~~efficiently~~and byoverall ~~the~~health ~~engine,~~are ~~instead~~intense. ofConsumers ~~exhausted~~ in ~~the~~this ~~form~~group ofare ~~toxic~~more ~~emissions. Ethos~~successful ~~FR®~~with ~~reduces~~weight-loss ~~emissions~~programs ~~without~~when ~~adding~~there ~~any of its own components to the exhaust since it~~ is ~~99.99976%~~a ~~ash-less~~relationship ~~upon combustion~~involved, ~~and~~which ~~free~~generates offollow ~~carcinogenic~~up ~~compounds~~and accountability.

7Go To Market Strategy

~~Testing~~The ToCompany ~~Date:~~has Antwo ~~EPA~~primary ~~registered~~direct-to-consumer ~~laboratory~~marketing ~~confirms~~strategies: ~~that~~(1) ~~Ethos~~Network ~~FR®~~Marketing isaffiliate ~~99.99976%~~sales ~~clean~~and (~~upon ignition~~2), ~~ash~~Television and Radio Infomercial Lead Generation. The Company pre-~~less~~launched ~~upon~~its ~~combustion,~~Network Marketing program in February 2011 and ~~free~~started its Direct Response lead generation in the third quarter of ~~carcinogens~~2011. ItThe Company is ~~recommended~~planning ~~for~~on ~~use~~integrating atthe 1two ~~part~~strategies inby ~~1280,~~selling ~~which~~customers isgenerated ~~equal~~through toits 2Direct ~~fluid~~Response ~~ounces~~efforts ofto ~~Ethos~~Network ~~FR®~~Marketing ~~per~~distributors 20in ~~gallons~~the fourth quarter of ~~fuel~~2011.

In March 2008, Louis Meyer III, the Technical Director for the Indy Racing League and the Firestone Indy Lights Series, oversaw testing of Ethos FR®. This testing indicated that the product is successful in generating quicker lap times, lower water and oil temperature readings, a drop in emissions, and an improvement in power & fuel efficiency. 1)

~~Testing~~Network ~~was~~Marketing. It is a marketing strategy that compensates promoters of direct selling companies not only for product sales that they personally generate but also ~~conducted~~for inthe ~~September~~sales of ~~2008~~others atthey aintroduced ~~Transport~~to ~~Canada~~the company. The products and company are usually marketed directly to consumers and potential business partners by means of relationship referrals and word-of-mouth marketing. Independent, unsalaried salespeople of multi-level marketing, referred to as distributors (~~Canadian~~or ~~Government)~~associates, ~~Motor~~independent ~~Vehicle~~business ~~Test~~owners, ~~Center~~dealers, infranchise ~~Blainville~~owners, ~~Quebec~~sales consultants, consultants, independent agents, etc.), ~~The~~represent ~~results~~the parent company and are awarded a commission based on the volume of ~~this~~product ~~test~~sold ~~indicated~~through each of their independent businesses (organizations). Independent distributors develop their organizations by either building an active customer base who buy direct from the parent company or by recruiting a 1downline of independent distributors who also build a customer base, thereby expanding the overall organization.~~51%~~ ~~improvement~~Additionally, indistributors ~~fuel~~also ~~consumption~~can ~~and~~earn a ~~reduction~~profit inby ~~opacity~~retailing products they purchased from 5the parent company at wholesale price.5% toThis 3segment of the market is developed by the individual Distributors who are motivated by the compensation plan of the company.9% However, because even the most successful Network Marketing strategies suffer some level of attrition, the need for a strategy of lead generation for conversion of new distributors is crucial. This leads to the second direct-to-consumer marketing strategy: Television and Radio Infomercial Lead Generation.

~~As well, an October 2008 test conducted at an EPA~~-approved laboratory confirmed that Ethos FR® increases lubricity in engine oil by 10%. This improved lubricity confirms that the product enables engines to run cooler and reduce friction, thereby resulting in greater engine life. The test was performed by adding 1 ounce of Ethos FR per quart of oil, which is the dosage recommended on each bottle of Ethos FR®. 3-

Regulatory Status: Ethos FR® is registered with the Environmental Protection Agency for use in gas and diesel fuels. In 2008, Ethos FR successfully demonstrated compliance with the SAE’s J1321 specification. 2)

~~Ethos~~Television ~~FR+~~and Radio Infomercial Lead Generation. The integration of multiple media such as visual imagery, text, audio, video, graphics and animation together multiply the impact of the message. Multi-media differ fundamentally from the conventional media like slides and films. While conventional media are linear (i.e., one event follows another in a sequence), multimedia is non-linear and has the capacity for branching in different directions and establishing linkages among different sections or components of the program. The non-linear attribute provides the end-user the luxury of viewing the multi-media presentation at the end user’s convenience and pace. With a team that has produced infomercials with sales in excess of $30 million, the Company’s management team is uniquely suited to this highly effective marketing strategy. While acquisition costs are slightly higher ($20-$30 per prospect), the closing ratio is generally higher, and with the Network Marketing strategy providing financial incentive to remain in the program, the Company believes that the return on each closed sale should be more than $400 per quarter. In addition, with the ability to more specifically target the audience, the Company believes that the number of new buyers should provide a return greater than $15 earned for every $1.00 spent on media.

Product Benefits: Ethos FR+ consists of our original product, with one additional plant based ingredient. Ethos FR+ offers all the same benefits as its predecessor. The “+” represents improved fuel efficiency and emissions reductions.Suppliers

~~Testing~~We toobtain ~~Date: Ethos~~our ~~FR+~~raw ~~has~~materials ~~been~~from ~~tested~~two atsuppliers in the ~~California~~United ~~Environmental~~States. ~~Engineering~~However, ~~Laboratory~~these -arrangements ~~Center~~are ~~for~~not ~~Environmental~~governed ~~Research~~by ~~(EPA-recognized~~any ~~and~~formal ~~CARB-certified)~~written incontract. ~~Santa Ana~~Accordingly, ~~California~~either party may terminate the arrangement at any time. ~~The~~If ~~tests~~a ~~were~~supplier ~~conducted~~is innot ~~full~~able ~~compliance~~to provide us with ~~Federal~~sufficient ~~Regulations.~~quantities ~~Test~~of ~~analysis~~the ~~confirmed~~product, aor ~~reduction~~chooses innot ~~tailpipe~~to ~~emissions~~provide ~~for~~the ~~Hydrocarbons,~~product ~~Carbon~~at ~~Monoxide,~~all ~~Nitrous~~(for ~~Oxide~~any reason), business and ~~Particulate~~planned ~~Matter~~operations could be adversely affected. ~~Tests~~Although ~~also~~management ~~confirmed~~has aidentified ~~marked~~alternate ~~improvement~~suppliers inof ~~horsepower.~~the Itproducts, isno ~~recommended~~assurance can be given that 2the ~~fluid~~replacement ~~ounces~~products ofwill ~~Ethos~~be ~~FR+~~comparable in quality to the product presently supplied to us by current suppliers, or that, if comparable, products can be ~~used~~acquired ~~per~~under 15acceptable ~~gallons~~terms ofand ~~fuel~~conditions.

~~Ethos BFC~~Employees

~~Product~~At ~~Benefits:~~December ~~Ethos~~31, ~~BFC~~2010, ~~(Ethos~~we ~~Bunker~~had ~~Fuel~~a ~~Conditioner)~~total ~~has~~of ~~been~~seven ~~demonstrated~~employees, toall ~~reduce~~of ~~carbon~~which ~~emissions~~were ~~substantially.~~employed ~~When~~on ~~added~~a infull-time ~~proper concentration~~basis, ~~the~~of ~~components~~which offive ~~Ethos~~were ~~BFC~~in ~~are~~marketing, ~~optimized~~sales toand ~~enhance~~service, ~~fuel~~and ~~stability.~~of ~~This~~which ~~product~~two ~~also~~were ~~helps~~in ~~maximize~~general ~~performance~~administration. byAt ~~cleaning~~that ~~and~~date, ~~maintaining~~all ~~the~~of ~~entire~~our ~~fuel~~employees ~~system~~were located in Irvine, California.

~~Testing to Date: Thus far, all testing on this product has been internal.~~ Competition

~~Trademarks~~The market in which we participate is highly competitive. Most of our competitors have far greater financial, marketing and manufacturing resources than we do by virtue of their relationships with large companies as divisions or subsidiaries of such companies. The principal competitive factors in our industries are product efficacy, product safety, product support and price. Our all-natural products compete with other all-natural products as well as pharmaceutical offerings from major drug companies, such as Pfizer, Bayer MG and GlaxoSmithKline. Most of our competitors offer broad product lines including items that do not compete with our products.

WeAvailable own the following trademark(s) used in this document (which is registered with the United States Patent and Trademark Office under Registration Number 3,015,561): Ethos FR. Trademark rights are perpetual provided that we continue to keep the mark in use any pay the requisite renewal fees. We also have two pending Trademark registrations for ecoMates™ and Ethos Scientific™. Information

~~Competition~~We file with the Securities Exchange Commission (the “SEC”) annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and proxy and information statements and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended. The public may read and copy these materials at the SEC’s Public Reference Room 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. The SEC also maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding us and other companies that file materials with the SEC electronically. Information contained on our website is not incorporated by reference into this Annual Report on Form 10-K unless expressly noted. Our headquarters are located at 1 Technology Drive, Suite C-515, Irvine, CA 92618. Our phone number at that address is (800) 690-6958, and our e-mail address is info@regeneca.com.

~~The~~Item market for products and services that increase diesel fuel economy, reduce emissions and engine wear is rapidly evolving and intensely competitive and management expects it to increase due to the implementation of stricter environmental standards1A. Competition can come from other fuel additives, fuel and engine treatment products and from producers of engines that have been modified or adapted to achieve these results. In addition, we believe that new technologies, including additives, may further increase competition.

~~Alternative~~Risk ~~fuels, gasoline oxygenates and ethanol production methods are continually under development~~Factors. A number of automotive, industrial and power generation manufacturers are developing more efficient engines, hybrid engines and alternative clean power systems using fuel cells or clean burning gaseous fuels. Vehicle manufacturers are working to develop vehicles that are more fuel efficient and have reduced emissions using conventional gasoline. Vehicle manufacturers have developed and continue to work to improve hybrid technology, which powers vehicles by engines that utilize both electric and conventional gasoline fuel sources. In the future, the emerging fuel cell industry offers a technological option to address increasing worldwide energy costs, the long-term availability of petroleum reserves and environmental concerns.

8We operate in a rapidly changing environment that involves numerous risks and uncertainties. The following section lists some, but not all, of these risks and uncertainties that may have a material adverse effect on our business, financial condition or results of operation.

~~The Company competes with both established companies and a significant number of startup enterprises.~~ We ~~face~~may ~~competition~~not ~~from~~be ~~producers~~able ~~and/or~~to ~~distributors~~continue ~~of other diesel fuel additives (such~~ as Lubrizol Corporation, Chevron Oronite Company, Octel Corp., Clean Diesel Technologies, Inc. and Ethyl Corporation), from producers of alternative mechanical technologies (such as Algae-X International, Dieselcraft, Emission Controls Corp. and JAMS Turbo, Inc.) and from alternative fuels (such as bio-diesel fuel and liquefied natural gas) all targeting the same markets and claiming increased fuel economy, and/or a ~~decrease~~going ~~in toxic emissions and/or a reduction in engine wear~~concern.

~~Target~~Our ~~Markets~~auditors’ opinion with respect to our financial statements expressed doubt about our ability to continue as a going concern. If we discontinue operations, investors in the Company would lose their entire investment.

According to the American Petroleum Institute, the United States fuels consumer market is comprised of the following segments: retail consumer 27%, government agencies 16%, ground fleets 14%, industrial users 10%, aircraft 9%, maritime 6%, miscellaneous 18%.-4-

~~The~~We ~~Company’s~~have ~~typical customers use cars, trucks or vessels in their day-to-day operations. Fuel is~~ a ~~significant~~history of operating ~~cost,~~losses and ~~consequently~~negative ~~these~~cash ~~fleets~~flow are particularly sensitive to fuel price fluctuations and strict emissions standards. The ideal clients are those with fleet managers and are conscientious about keeping track of operating expenses. They understand that ~~every~~may ~~hike~~continue ininto ~~fuel price hurts their profitability, this being a critical factor wherever competitive markets make it difficult to pass on~~ the ~~price~~foreseeable ~~increases to their clients; thereby making it critical for businesses to obtain better mileage as a competitive advantage~~future.

~~Maritime~~We ~~and~~have ~~government~~a ~~agencies~~history ~~are~~of ~~desirable~~operating ~~for~~losses ~~their~~and ~~large~~negative ~~fuel~~cash ~~volume~~flow. ~~use~~We ~~and~~have ~~industry~~not ~~credibility. They~~generated ~~offer~~any ~~the~~positive ~~Company~~net ~~medium~~income tosince ~~long-term~~our ~~sales,~~inception. ~~since~~We ~~the~~will ~~process~~continue ~~requires~~to aincur ~~longer~~significant ~~lead-time~~expenditures tofor ~~close.~~general ~~The~~administrative ~~product~~activities, ~~demonstration~~including ~~phase~~sales and ~~administrative~~marketing, ~~requirements~~and ~~are~~expect ~~generally~~to ~~more~~incur ~~complex,~~significant ~~particularly~~research ~~with~~and ~~large~~development ~~government institutions~~expenses. AtAs ~~the~~a ~~same~~result ~~time,~~of ~~they~~these ~~offer~~costs, ~~large~~we ~~volume~~need ~~sales~~to generate and asustain ~~continual~~sufficient ~~source~~revenues ofand ~~staged~~enough ~~orders~~gross ~~that~~margins ~~promote~~to ~~production~~achieve ~~stability~~profitability.

~~Marine~~We ~~vessels~~may ~~run~~be onunable ~~bunker~~to ~~fuel~~raise ~~that~~additional iscapital ~~less~~to ~~refined~~pursue ~~than~~our ~~diesel. A~~commercialization ~~mid-size~~plans ~~ship~~and ~~will~~may ~~use~~be ~~more~~forced ~~than~~to ~~half~~discontinue aproduct ~~ton per hour of operation~~development, orreduce ~~125~~our ~~gallons~~sales ofand ~~fuel~~marketing ~~per~~efforts ~~hour. For example, a mid-size vessel running on bunker on a typical trip to Japan from Los Angeles will require a half ton per hour,~~ or ~~180~~forego ~~tons. This~~attractive ~~represents~~business ~~a total of 45,000 gallons of fuel that requires 4,500 oz~~opportunities. ~~(35 gallons) of Ethos BFC. This vessel would use approximately one drum (55gals.) of Ethos BFC per month. Accordingly, maritime customers represent a large and solid client base.~~

~~Countries~~We ~~all~~believe ~~around~~that we need to raise approximately $5.0 million of capital in order to meet working capital requirements for the ~~world~~next 12 months and to pay for past liabilities. If we are ~~endeavoring~~unable to ~~deal~~raise ~~with~~additional ~~the~~capital ~~high~~or ~~costs~~are unable to do so on acceptable terms, we may be prevented from conducting all or a portion of ~~petroleum~~our ~~products~~planned ~~and~~operations. In particular, the ~~detrimental~~development ~~effects~~or expansion of ~~those~~our ~~products~~business oncould be delayed or aborted if we are unable to fund our activities. In addition, we may be forced to reduce our sales and marketing efforts or forego attractive business opportunities. If we fail to execute our strategy to achieve and maintain profitability in the ~~environment~~future, ~~much~~we ~~like~~may fail to meet expectations of investors, and the ~~United~~price ~~States~~of our common stock may decline, which would adversely affect our ability to raise additional capital.

AsWe ~~with~~are ~~our~~a ~~domestic~~small ~~client~~business ~~base,~~issuer ~~international~~and ~~customers~~are ofnot ~~Ethos~~subject ~~appreciate~~to the ~~benefits~~rigors of ~~improved~~including ~~mileage~~in ~~and~~our ~~reduced~~annual ~~emissions~~report an attestation report of our registered accountant.

~~Customers~~We have few personnel to provide internal controls over our financial reporting. As a result, we have an insufficient division of labor to provide the optimum level of controls. In addition, any weakness in our internal controls presents risks such as financial losses, damage to reputation and inaccurate financial reporting, all of which could be materially adverse to the value of our common stock.

~~Although~~We wereceived ~~have~~a ~~many~~Warning ~~customers~~Letter ~~utilizing~~from ~~products,~~ the ~~broadly~~Food ~~diversified~~and ~~base~~Drug ~~means~~Administration ~~there~~that iscould noprevent ~~significant~~or ~~concentration~~limit inour ~~any~~ability ~~industry.~~to Wesell ~~derive revenue from~~ our ~~customers as discussed in Note 1, "Organization and Significant Accounting Policies: Revenue Recognition" of the consolidated financial statements~~products.

~~Supply~~On ~~Arrangements~~May 27, 2011, the Company received a warning letter from the US Food and Drug Administration, Department of Health and Human Service (the “FDA”) dated May 25, 2011 (the “Warning Letter”). The Warning Letter asserts that the FDA tested lots of the Company’s dietary supplement, “RegenErect”, and concluded that it contained a pharmaceutical ingredient and is, therefore, subject to regulation as a new prescription drug, requiring FDA approval before introduction and delivery. FDA lab analysis has confirmed the presence of Sulfoaildenafil, an analogue of Sildenafil, making these products unapproved new drugs. Sildenafil is an FDA-approved drug used as treatment for male Erectile Dysfunction (“ED”). The active drug ingredient is not listed on the label for these products.

WeAccording ~~obtain~~to ~~our~~the ~~raw~~FDA, ~~materials~~use ~~from~~of ~~six (6) suppliers. However,~~ these ~~arrangements~~products ~~are not governed by any formal written contract. Accordingly, either party~~ may ~~terminate~~pose ~~the arrangement at any time. If~~ a ~~supplier~~threat ~~is not able~~ to ~~provide~~consumers usbecause ~~with sufficient quantities of~~ the ~~product,~~analogue ormay ~~chooses~~interact ~~not~~with tonitrates ~~provide~~found ~~the~~in ~~product~~some atprescription ~~all~~drugs (~~for~~such ~~any~~as ~~reason~~nitroglycerin), ~~business~~ and ~~planned~~may ~~operations~~lower ~~could~~blood bepressure ~~adversely~~to ~~affected~~dangerous levels. ~~Although~~FDA ~~management~~ has ~~identified~~advised ~~alternate~~that ~~suppliers~~consumers ofwith ~~the products~~diabetes, nohigh ~~assurance~~blood ~~can~~pressure, behigh ~~given~~cholesterol, ~~that~~or ~~the~~heart ~~replacement~~disease ~~products~~often ~~will~~take benitrates. ~~comparable~~FDA inhas ~~quality~~advised tothat ~~the~~ED ~~product~~is ~~presently~~a ~~supplied~~common toproblem usin bymen ~~current~~with ~~suppliers,~~these ~~or that~~conditions, ifand ~~comparable,~~consumers ~~products~~may ~~can~~seek bethese ~~acquired~~types ~~under~~of ~~acceptable~~products ~~terms~~to ~~and~~enhance ~~conditions~~sexual performance.

~~Vendors~~The FDA also asserts that, because it is a new prescription drug, RegenErect is misbranded as a dietary supplement, and that the advertising and promotional claims of the Company exceed the claims permitted for dietary supplements. The Warning Letter required the Company to respond within 15 days, disclosing the specific steps taken to correct the alleged violations. The Company responded to the Warning Letter and also undertook a voluntary national recall of certain lots of the Company’s “RegenErect” product.

WeIf ~~are~~unresolved, ~~not~~the ~~dependent~~claims ~~upon~~in ~~any~~the ~~one~~Warning ~~vendor~~Letter ~~for~~would ~~our~~have a substantial impact on the Company’s ability to market and sell RegenErect and would materially affect the business, operations and financial condition of the Company. However, the Company believes that it can adequately address all of the FDA’s concerns without a material impact on the Company’s business. Nonetheless, the Company cannot give any assurance that the FDA will be satisfied with the Company’s response or remedial plan and cannot estimate the date on which these concerns will be resolved, if ever.

9Our success depends on the viability of our business model, which is unproven and may be unfeasible.

~~Governmental~~Our ~~Regulation~~revenue and income potential are unproven, and our business model is new. We commenced new business operations immediately after the consummation of the Merger. Our new business model is based on a variety of assumptions relating to our ability to purchase products and sell them through direct and multi-level sales channels. These assumptions may not reflect the business and market conditions that we actually face. As a result, our operating results could differ materially from those projected under our business model, and our business model may prove to be unprofitable.

In the United States, fuel and fuel additives are registered and regulated pursuant to Section 211 of the Clean Air Act. 40 CFR Part 79 and 80 specifically relates to the registration of fuels and fuel additives. Typically, there are registration and regulation requirements for fuel additives in each country in which they are sold. In accordance with the Clean Air Act regulations at 40 CFR 79, manufacturers (including importers) of gasoline, diesel fuel and additives for gasoline or diesel fuel, are required to have their products registered by the EPA prior to their introduction into commerce.-5-

Our ~~products~~limited ~~may~~operating ~~also~~history becreates ~~subject~~substantial touncertainty ~~other~~about ~~local,~~future ~~federal or international regulations, and Ethos will comply with all such regulations~~results.

~~Research~~We have limited operating history and ~~Development~~operations ~~Costs~~on which to base expectations regarding our future results and performance. In order to succeed, we must do most, if not all, of the following:

~~Research and development costs are charged to operations when incurred and are included in operating expenses.~~·

~~Offices~~raise corporate equity to support our operating costs and to have sufficient funds to develop, market and sell our products;

As of December 31, 2009, our offices were located at 6800 Gateway Park Drive San Diego, CA 92154 and our telephone number was (619) 575-6800. Since December 31, 2009, we have moved our office to 1 Technology Drive, Suite C515, Irvine, CA 92618.·

~~Employees~~continue to identify and establish relationships with customers and distributors;

As of December 31, 2009, we employed 5 full-time employees and 0 part-time employees. None of our employees are subject to a collective bargaining agreement and we believe that relations with our employees are very good. We also frequently use third party consultants to assist in the completion of various projects. Third parties are instrumental to keep the development of projects on time and on budget.·

~~WHERE~~attract, ~~YOU~~integrate, ~~CAN~~retain ~~GET~~and ~~ADDITIONAL~~motivate ~~INFORMATION~~qualified management and sales personnel;

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy our reports or other filings made with the SEC at the SEC’s Public Reference Room, located at 100 F Street, N.W., Washington, DC 20549. You can obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also access these reports and other filings electronically on the SEC’s web site, www.sec.gov.·

~~ITEM~~successfully ~~1A.~~execute ~~RISK~~our ~~FACTORS~~business strategies;

~~We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.~~·

~~ITEM~~respond ~~1B.~~appropriately ~~UNRESOLVED~~and ~~STAFF~~timely ~~COMMENTS~~to competitive developments; and

~~None.~~·

~~ITEM~~develop, 2.enhance, ~~PROPERTIES~~promote and carefully manage our corporate identity.

WeOur dobusiness ~~not~~will ~~own~~suffer ~~any~~if ~~real estate. At December 31, 2009,~~ we ~~rented,~~are onunable ato ~~monthly~~accomplish ~~basis,~~these ~~approximately~~and ~~65,000~~other ~~square~~important ~~feet~~business ~~of industrial/office space for $63,000 per month~~objectives. ~~Since~~We ~~December~~are ~~31,~~uncertain ~~2009,~~as ~~we have moved our office~~ to ~~1 Technology Drive~~when, ~~Suite~~or ~~C515~~whether, ~~Irvine,~~we CAwill ~~92618,~~fully ~~and~~implement ~~rent approximately 8,700 square feet of space for $11,000 per month, for general office purposes. It is~~ our ~~belief~~contemplated ~~that~~business ~~the~~plan ~~space~~and isstrategy ~~adequate~~or ~~for~~become ~~our immediate needs~~profitable. ~~Additional space may be required as we expand our operations. We do not foresee any significant difficulties in obtaining any required additional space.~~

~~ITEM~~Failure 3.to ~~LEGAL~~implement ~~PROCEEDINGS~~our business strategy could adversely affect our operations.

~~From~~Our ~~time~~financial ~~to time~~position, weliquidity ~~are~~and ~~involved~~results inof ~~routine~~operations ~~legal~~depend ~~matters~~on ~~incidental to~~ our ~~business. In the opinion of~~ management,’s ~~the~~ability ~~ultimate~~to ~~resolution~~execute ofour ~~such~~business ~~matters~~strategy. ~~will~~Key ~~not~~factors ~~have~~involved ain ~~material~~the ~~adverse~~execution ~~effect on our financial position, results~~ of ~~operations~~the orbusiness ~~liquidity.~~ strategy include:

~~Consistent with Item 103 of Regulation S-K, we are presently involved in the following material pending legal proceedings not incidental to the business of the Company:~~·

10achieving the desired cost of goods on inventory;

On May 21, 2008, a lawsuit was filed in Superior Court of Arizona, Maricopa County, by the Bedrock Group (a shareholder) naming the Company as a defendant. As of December 31, 2009, this lawsuit has been settled.·

Oncontinued ~~November~~and ~~19,~~successful ~~2008,~~use ~~the Company filed a lawsuit in Superior Court~~ of ~~California,~~proprietary ~~San~~sales ~~Diego~~models ~~County,~~through ~~against~~infomercials ~~Enrique de Vilmorin, the Company's former Chief Executive Officer,~~ and ~~Sonia~~direct ~~Dominguez,~~sales Mr. de Vilmorin’s spouse. However, the Company dismissed the this action without prejudiced preserving the right to pursue this action in the future. The Company does not anticipate refiling as Mr. de Vilmorin is now deceased.distributors;

~~ITEM~~the 4.use ~~[REMOVED~~of ~~AND~~sophisticated ~~RESERVED]~~risk management techniques and quality control testing;

~~PART II~~·

~~ITEM~~continued 5.investment in technology to support operating efficiency; and

~~MARKET FOR THE COMPANY’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~·

~~Our~~continued ~~shares~~access ~~of common stock are currently trading on the OTC Bulletin Board (“OTCBB. Prior~~ to ~~November~~significant ~~16,~~funding ~~2006, our trading symbol was “VICI.” On November 16, 2006, to reflect our new name~~ and ~~the~~liquidity ~~1 for 1,200 stock split, our trading symbol was changed to “ETEV”~~sources. The OTCBB is a regulated quotation service that displays real-time quotes, last-sale prices, and volume information in over-the-counter equity securities. An OTCBB equity security generally is any equity that is not listed or traded on NASDAQ or a national securities exchange. The reported high and low bid and ask prices for the common stock are shown below for the period from January 1, 2008 through December 31, 2009.

2008 Fiscal Year		High Bid		Low Bid
Fourth Quarter: 10/1/08 to 12/31/08	$	0.27	$	0.05
Third Quarter: 7/1/08 to 9/30/08	$	0.45	$	0.13
Second Quarter: 4/1/08 to 6/30/08	$	0.71	$	0.26
First Quarter: 1/1/08 to 3/31/08	$	2.14	$	0.55

Our failure or inability to execute any element of our business strategy could materially adversely affect our financial position, liquidity and results of operations.

2009 Fiscal Year		High Bid		Low Bid
Fourth Quarter: 10/1/09 to 12/31/09	$	0.26	$	0.08
Third Quarter: 7/1/09 to 9/30/09	$	0.44	$	0.10
Second Quarter: 4/1/09 to 6/30/09	$	0.59	$	0.18
First Quarter: 1/1/09 to 3/31/09	$	0.21	$	0.08

Our inability to attract, train and retain additional qualified personnel may harm our business and impede the implementation of our business strategy.

*AllWe need to attract, integrate, motivate and retain a significant number of ~~the~~additional ~~prices~~administrative ~~indicated~~personnel in ~~the~~2011 ~~table~~and ~~above~~beyond. ~~reflect~~Competition for these individuals in our industry and geographic region is intense, and we may be unable to attract, assimilate or retain such highly qualified personnel in the ~~reverse~~future. ~~stock~~Our ~~split~~business cannot continue to grow if we are unable to attract such qualified personnel. Our failure to attract and retain highly trained personnel that are essential to our business may limit our growth rate, which ~~became~~would ~~effective~~harm ~~November~~our ~~16,~~business ~~2006~~and impede the implementation of our business strategy.

Our ~~common~~failure ~~stock is subject~~ to ~~rules~~defend ~~adopted by~~ the ~~Commission~~Company regulating broker dealer practices in connection with transactions in “penny stocks.” Those disclosure rules applicable to “penny stocks” require a broker dealer, prior to a transaction in a “penny stock” not otherwise exempt from ~~the~~infringement ~~rules, to deliver a standardized list disclosure document prepared by the Securities and Exchange Commission~~litigation. That disclosure document advises an investor that investment in “penny stocks” can be very risky and that the investor’s salesperson or broker is not an impartial advisor but rather paid to sell the shares. The disclosure contains further warnings for the investor to exercise caution in connection with an investment in “penny stocks,” to independently investigate the security, as well as the salesperson with whom the investor is working and to understand the risky nature of an investment in this security. The broker dealer must also provide the customer with certain other information and must make a special written determination that the “penny stock” is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. Further, the rules require that, following the proposed transaction, the broker provide the customer with monthly account statements containing market information about the prices of the securities.

~~These~~The ~~disclosure~~Company ~~requirements~~could ~~may~~be ~~have~~subject ~~the~~to ~~effect~~potential ofinfringement ~~reducing~~actions. ~~the~~The ~~level~~Company’s ofbusiness ~~trading~~is ~~activity~~“trademark inintensive,” requiring the ~~secondary~~Company ~~market~~to constantly search for ~~our~~brands ~~common~~and ~~stock~~marks that are not already used by competitors. ~~Many~~Claims ~~brokers~~for ~~may~~infringement, bewith ~~unwilling~~or without merit and whether based on allegations that the Company’s technology or its intellectual property claims infringe on the rights of others, could subject the Company to ~~engage~~costly inlitigation ~~transactions~~and inthe ~~our~~diversion ~~common~~of ~~stock~~financial ~~because~~and human resources, regardless of the ~~added~~ultimate ~~disclosure~~resolution ~~requirements~~of the claims. If such claims are successful, ~~thereby~~the ~~making~~Company itcould ~~more~~be ~~difficult~~required ~~for~~to ~~stockholders~~modify its products or services, create additional new trademarks, pay financial damages or attempt to ~~dispose~~negotiate oflicensing ~~their~~arrangements ~~shares~~with third parties.

~~Holders~~Our inability to maintain sufficient product liability insurance.

11The Company may incur product liability for products sold through its current distribution chain. Consumers may sue if products sold through its distribution chain or purchased through the Company-operated Websites are defective or injure the user. This type of claim could require the Company to spend significant time and money in litigation or to pay significant damages. At this time the Company carries product liability insurance; however, the insurance may not cover all expenses and/or damages. As a result, any product liability legal claim, whether or not successful, could seriously damage the Company’s reputation and business.

~~As of December 31, 2009, there were 762 holders of record of our common stock.~~-6-

~~Dividends~~Our products are subject to substantial federal and state regulations.

WeThe ~~have~~Company’s ~~not~~research ~~paid~~and ~~any~~development ~~cash~~activities ~~dividends~~and onthe ~~our~~manufacturing ~~common~~and ~~stock~~marketing ~~since~~of ~~inception~~the ~~and~~Company’s ~~presently~~products ~~anticipate~~may ~~that~~be ~~all~~subject ~~earnings,~~to ifthe ~~any~~laws, ~~will~~regulations beand ~~retained~~guidelines, ~~for~~and, ~~development~~in ofsome ~~our~~cases, ~~business~~regulatory ~~and~~approvals, ~~that~~of nogovernmental ~~dividends~~authorities onin ~~our~~the ~~common~~United ~~stock~~States ~~will~~and beother ~~declared~~countries in which the ~~foreseeable~~Company’s ~~future.~~products ~~Any~~are ~~future~~or ~~dividends~~ will be ~~subject~~marketed. toSpecifically, in the ~~discretion~~United ofStates, ~~our~~the ~~Board~~Food ofand ~~Directors~~Drug ~~and~~Administration ~~will~~(the ~~depend~~“FDA”) ~~upon~~regulates, among other ~~things~~areas, ~~future~~new ~~earnings,~~drug ~~operating~~ and ~~financial~~cosmetic ~~condition,~~product ~~capital requirements~~approvals, ~~general~~over ~~business~~the ~~conditions~~counter drugs and ~~other~~clinical ~~pertinent~~trials ~~facts.~~of ~~Therefore,~~new ~~there~~products ~~can~~and beservices noto ~~assurance~~establish ~~that~~the ~~any~~proper ~~dividends~~labeling, onsafety ~~our~~and ~~common~~efficacy ~~stock~~of ~~will~~these beproducts ~~paid~~and inservices and the ~~future~~accuracy of certain marketing claims.

~~Securities~~The ~~Authorized~~FTC, which in the United States exercises jurisdiction over the advertising of consumer products, has in the past several years instituted enforcement actions against several pharmaceutical, cosmetic and dietary supplement companies and others for ~~Issuance~~false ~~Under~~and ~~Equity~~misleading ~~Compensation~~advertising ~~Plans~~of products to consumers. Enforcement actions have often resulted in consent decrees and monetary payments by the companies involved. Although the Company has not been the target of FTC enforcement action for its advertising and the Company makes every reasonable effort to ensure that there is ample foundation for any of its claims, the Company cannot be sure that the FTC will not question its advertising or other activities in the future. In addition, the Company cannot predict whether new legislation or regulations governing the Company’s activities will be enacted by legislative bodies or promulgated by agencies further regulating or restricting the Company’s activities or what the effect of any such legislation or regulations would be on the Company’s business. While the Company has retained counsel to advise and assist it on issues of compliance, it is possible that regulatory changes could occur that could detrimentally affect the Company’s ability to market and sell its products and/or services. In addition, regulatory changes could affect the Company’s advertising in a manner that could negatively affect earnings.

OnItem ~~November 20, 2006, the board of directors adopted the 2006 Stock Incentive Plan or the 2006 Plan~~2. ~~The 2006 Plan reserves 3,500,000 shares of our common stock for issuance in connection with stock options, stock awards and other equity-based awards.~~

~~Recent Sales of Unregistered Securities~~Properties.

~~None~~Our principal operations are located at 1 Technology Drive, ~~other~~Suite ~~than~~C-515, ~~those~~Irvine, ~~set~~CA ~~forth~~92618 in ~~the~~8,700 ~~Form~~square ~~8-Ks~~feet ~~filed~~of ~~during~~space ~~the~~with ~~year~~monthly ~~ended~~rent ~~December~~of 31approximately $7,000 ~~2009~~under a lease scheduled to expire on April 30, ~~those~~2016. ~~set~~Management ~~forth~~believes ~~elsewhere~~that our current facilities are in ~~this~~good ~~Report~~operating condition, ~~and~~are ~~those~~adequate ~~filed~~for onthe ~~Form~~present ~~8-Ks~~level ~~subsequent~~of tooperations ~~December~~and ~~31,~~are ~~2009~~adequately covered by insurance and ~~through~~that additional office space would be available in the ~~date~~immediate ofvicinity, ~~this~~if ~~Report~~required.

~~ITEM~~Item 63.

~~SELECTED~~Legal ~~FINANCIAL DATA~~Proceedings.

WeFrom time to time, we are ainvolved ~~smaller~~in ~~reporting~~routine ~~company~~legal asmatters ~~defined~~incidental byto ~~Rule~~our ~~12b-2~~business. ofIn the ~~Securities~~opinion ~~Exchange~~of ~~Act~~management, the ultimate resolution of ~~1934~~such ~~and~~matters ~~are~~will not ~~required~~have toa ~~provide~~material ~~the~~adverse ~~information~~effect ~~under~~on ~~this~~our ~~item~~financial position, results of operations or liquidity.

~~ITEM~~Consistent 7.with Item 103 of Regulation S-K, we are presently involved in the following material pending legal proceedings not incidental to the business of the Company:

~~MANAGEMENT'S~~In ~~DISCUSSION~~March ~~AND~~2009, ~~ANALYSIS~~a ORlawsuit ~~PLAN~~was OFfiled ~~OPERATION~~in the United States District Court, District of Utah, Central Division, against the Company by Republic Bank. The lawsuit alleged that the Company breached the terms of a Lease Agreement involving Mazuma Capital Corp. and the Company. Republic Bank sought monetary damages and return of certain equipment. On February 9, 2011, Summary Judgment was entered in favor of Republic Bank. Subsequently, the Company and Republic Bank finalized the terms of a settlement agreement during the 2nd quarter of 2011. The terms of the settlement are the forfeiture of the security deposit on the lease, the leased property, and payments totaling $200,000. The Company was indemnified by a group of stockholders against claims originating before the Merger, and as of September 1, 2011 such stockholders have paid approximately $117,000 and are obligated to make monthly payments of $8,791 per month for ten months. If not paid by such stockholders, the Company would still be obligated to pay Republic Bank and then pursue its claim for indemnification against the stockholders.

~~The following discussion should be read in conjunction with our audited financial statements and notes thereto included herein.~~ In ~~connection~~March ~~with~~2011, ~~and~~a ~~because~~lawsuit wewas ~~desire~~filed toin ~~take advantage of,~~ the ~~“safe~~Superior ~~harbor”~~Court ~~provisions~~ of ~~the~~California, ~~Private~~County ~~Securities Litigation Reform Act~~ of ~~1995~~San Diego, weSouth ~~caution~~County ~~readers~~Division ~~regarding~~against ~~certain forward looking statements in~~ the ~~following~~Company ~~discussion~~by ~~and~~Frederick ~~elsewhere~~Chorney. inThe ~~this~~lawsuit ~~report~~alleges ~~and~~that inthe ~~any~~Company ~~other~~breached ~~statement~~the ~~made~~terms ~~by,~~of ora onconsulting ~~our~~agreement ~~behalf,~~between ~~whether or not in future filings with~~ the ~~Securities~~Company and ~~Exchange~~Mr. ~~Commission~~Chorney. ~~Forward-looking~~Mr. ~~statements~~Chorney ~~are~~is ~~statements~~seeking ~~not~~monetary ~~based~~damages onin ~~historical~~the ~~information~~amount ~~and~~of ~~which relate to future operations~~$150,000. ~~strategies, financial results or other developments~~Mr. ~~Forward~~Chorney ~~looking~~has ~~statements~~requested ~~are~~a ~~necessarily~~jury ~~based~~trial ~~upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of~~ which ~~are~~is ~~beyond~~currently ~~our~~in ~~control~~the ~~and~~discovery ~~many of which, with respect to future business decisions, are subject to change~~stage. ~~These~~The ~~uncertainties~~Company ~~and~~cannot ~~contingencies~~provide ~~can~~assurances ~~affect~~as ~~actual results and could cause actual results~~ to ~~differ~~the ~~materially~~outcome ~~from~~of ~~those~~this ~~expressed~~matter inat ~~any~~this ~~forward looking statements made by, or our behalf~~time. ~~We disclaim any obligation to update forward-looking statements.~~

~~Results~~Item ~~of Operations and Analysis of Financial Condition~~4.

~~Working~~Removed ~~Capital~~and Reserved

	December 31,	December 31,
	2009 $	2008 $
Current Assets	452,225	371,328
Current Liabilities	4,076,707	2,610,449
Working Capital (Deficit)	(3,624,482)	(2,239,121)

-7-

~~Cash~~PART ~~Flows~~II

	December 31, 2009 $	December 31, 2008 $
Cash Flows from (used in) Operating Activities	(2,208,963)	(1,420,039)
Cash Flows from (used in) Investing Activities	-	(32,962)
Cash Flows from (used in) Financing Activities	2,484,685	1,451,057
Net Increase (decrease) in Cash During Period	275,722	(1,944)

Item 5.

12Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

~~Operating~~Our ~~Revenues~~shares of common stock are currently trading on the OTC Pink Sheets (the “OTC Pink”). Before November 16, 2006, our trading symbol was “VICI.” On November 16, 2006, to reflect our new name and the 1 for 1,200 stock split, our trading symbol was changed to “ETEV.” On June 14, 2011, to reflect our new name pursuant to the Merger our trading symbol was changed to “RGNA.” The OTC Pink is the bottom tier of the OTC market. OTC Pink is a speculative trading marketplace that helps broker dealers get the best prices for investors. OTC Pink has no financial standards or reporting requirements, but companies in this tier choose the level of information they provide to investors and may have current, limited or no public disclosure.

~~During the year ended December 31, 2009, the Company recognized revenues of $1,187,605 compared with $2,357,553 for the year ended December 31, 2008, a decrease of 49.6%.~~ The ~~decrease~~reported inhigh ~~overall~~and ~~sales~~low ~~revenue~~bid ~~was a result of the cancellation of a sales agreement with Ethos East that was not extended~~ and noask ~~new~~prices ~~sales~~for ~~agreement~~our ~~with~~common ~~vendors~~stock ~~were~~are ~~signed~~shown bybelow ~~the~~for ~~Company during~~ the ~~year. The~~period ~~Company’s primary source of revenue is~~ from ~~the~~January ~~sale~~9, of2009 ~~Ethos~~through ~~FR®. Other~~December ~~components~~31, ~~of revenue include freight and service~~2010.

Gross Profit


2009 Fiscal Year		High Bid		Low Bid
Fourth Quarter: 10/1/09 to 12/31/09	$	0.26	$	0.08
Third Quarter: 7/1/09 to 9/30/09	$	0.44	$	0.10
Second Quarter: 4/1/09 to 6/30/09	$	0.59	$	0.18
First Quarter: 1/9/09 to 3/31/09	$	0.21	$	0.08

2010 Fiscal Year		High Bid		Low Bid
Fourth Quarter: 10/1/10 to 12/31/10	$	0.07	$	0.01
Third Quarter: 7/1/10 to 9/30/10	$	0.04	$	0.01
Second Quarter: 4/1/10 to 6/30/10	$	0.08	$	0.02
First Quarter: 1/1/10 to 3/31/10	$	0.13	$	0.07

~~Gross~~Our ~~profit~~common ~~for~~stock ~~the~~is ~~year~~subject ~~ended~~to ~~December~~rules ~~31,~~adopted ~~2009,~~by ~~defined~~the asCommission ~~revenues~~regulating ~~less~~broker ~~cost~~dealer ofpractices ~~goods~~in ~~sold,~~connection ~~was~~with ~~$681,220~~transactions orin 57“penny stocks.4%” ofThose ~~sales~~disclosure ~~compared~~rules ~~with~~applicable ~~$934~~to “penny stocks” require a broker dealer,~~795~~ orbefore ~~39.7%~~a ~~for~~transaction ~~the~~in ~~year~~a ~~ended~~“penny ~~December~~stock” 31not otherwise exempt from the rules, ~~2008~~to deliver a standardized list disclosure document prepared by the Securities and Exchange Commission. ~~The~~ ~~increase~~That disclosure document advises an investor that investment in ~~gross~~“penny ~~profit~~stocks” ~~margin~~can ~~was~~be ~~attributed~~very risky and that the investor’s salesperson or broker is not an impartial advisor but rather paid to sell the ~~fact~~shares. ~~that~~The disclosure contains further warnings for the ~~Company~~investor ~~cancelled~~to ~~its~~exercise ~~sales~~caution ~~agreement~~in connection with ~~Ethos~~an ~~East~~investment in ~~2009~~“penny stocks,” to independently investigate the security, as well as the ~~sales~~salesperson ~~agreement~~with ~~provided~~whom ~~lower~~the ~~margins~~investor onis working and to understand the ~~Company’s~~risky ~~product~~nature of an investment in this security. The ~~cancellation~~broker ofdealer also must provide the ~~agreement~~customer ~~resulted~~with incertain ~~lower~~other ~~sales~~information ~~revenue~~and must make a special written determination that the “penny stock” is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. Further, ~~lower~~the ~~gross~~rules ~~profit~~require that, ~~but~~following athe ~~higher~~proposed ~~gross~~transaction, ~~margin~~the inbroker ~~fiscal~~provide ~~2009~~the ~~compared~~customer with ~~fiscal~~monthly ~~2008~~account statements containing market information about the prices of the securities.

~~Operating~~These ~~Expenses~~disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for our common stock. Many brokers may be unwilling to engage in transactions in our common stock because of the added disclosure requirements, thereby making it more difficult for stockholders to dispose of their shares.

The Company’s current operating expenses are comprised of costs associated with general and administrative costs such as staff salaries, consulting, marketing, and legal and accounting, and selling expenses such as marketing and business development. Holders

~~Depreciation~~As ~~Expense~~of December 20, 2011, there were approximately 1,130 holders of record of our common stock, post Merger.

For the year ended December 31, 2009, the Company incurred depreciation expense of $35,709 compared to $81,326 for the year ended December 31, 2008. The decrease in depreciation expense was attributed to the full amortization of a significant number of office equipment and furniture of the Company. The Company’s amortization policy is to amortize production and office equipment on a straight-line basis over a 5-year period, and amortize building costs straight-line basis over a 25-year period. Dividends

~~General~~ We have not paid any cash dividends on our common stock since inception and ~~Administrative~~presently anticipate that all earnings, if any, will be retained for development of our business and that no dividends on our common stock will be declared in the foreseeable future. Any future dividends will be subject to the discretion of our Board of Directors and will depend upon, among other things, future earnings, operating and financial condition, capital requirements, general business conditions and other pertinent facts. Therefore, there can be no assurance that any dividends on our common stock will be paid in the future.

~~For the year ended December 31, 2009, the Company incurred general and administrative expense of $13,138,062 compared with $~~-8,177,162 for the year ended December 31, 2008. The increase in general and administrative expense is attributed to issuance of $9,478,316 of common shares for services, settlement of debt, and repayment of registration rights compared with $4,308,248 during the year ended December 31, 2008. This was offset by a decrease in stock-~~based compensation expense from $775,184 during the year ended December 31, 2008 to $666,664 during the year ended December 31, 2009.~~

~~Selling~~Stock ~~Expense~~Options Plan

~~For~~Effective ~~the~~as ~~year~~of ~~ended~~ December 31, ~~2009~~2010, the Board of Directors adopted the Company’s ~~incurred~~2010 ~~selling~~Incentive ~~expense~~Plan (which later was amended by our Board of ~~$345,854~~Directors ~~compared~~effective ~~with~~as ~~$273~~of January 20,~~960~~ ~~for~~2011) (the ~~year~~“2010 ~~ended~~Incentive ~~December~~Plan”). 31The 2010 Incentive Plan reserves 242,000,000 ~~2008~~shares ~~and~~of isour ~~related~~common tostock ~~marketing~~for issuance in connection with stock options, stock awards and ~~business~~other ~~development~~equity-based ~~expenditures~~awards. ~~that~~The ~~were~~2010 ~~settled~~Incentive byPlan ~~the~~was ~~issuance~~approved by stockholders of ~~common~~the ~~shares. The~~Company ~~increase~~by inwritten ~~selling~~consent ~~expense~~effective ~~was~~as ~~attributed~~of toDecember ~~increased~~31, ~~marketing~~2010 and ~~advertising~~was ~~costs~~filed ~~incurred~~with by the ~~Company~~SEC inon ~~its~~our ~~efforts~~Definitive toInformation ~~obtain~~Statement ~~new~~on ~~sales~~Schedule ~~agreements~~14C inon ~~fiscal~~May ~~2009~~24, 2011.

~~Other~~Recent ~~Income~~Sales ~~(Expenses)~~of Unregistered Securities

~~Interest~~ None, ~~Expense~~other than those set forth in Forms 8-K filed with the SEC during the year ended December 31, 2010, those set forth elsewhere in this report, and those set forth in Forms 8-K filed with the SEC after December 31, 2010 and through the date of this report.

~~For~~Item ~~the year ended December 31, 2009, the Company incurred interest expense of $347,309 compared with $199,119 for the year ended December 31, 2008~~6. The increase in interest expense is attributed to the fact that the Company issued $1,125,000 of 12% and 10% units and $483,420 of promissory notes payable during the year which resulted in a higher base for interest expense for the year ended December 31, 2009.

~~Net~~Selected ~~Loss~~Financial Data

~~For~~We ~~the~~are ~~year ended December 31, 2009, the Company incurred~~ a ~~net~~smaller ~~loss~~reporting ofcompany ~~$13,049,479,~~as ordefined aby ~~loss~~Rule ~~per~~12b-2 ~~share~~ of ~~$0.24 per share, compared with a net loss of $7,595,635 or loss per share of $0.19 per share for~~ the ~~year~~Exchange ~~ended~~Act ~~December 31, 2008. The increase in net loss~~ and ~~loss~~are ~~per~~not ~~share~~required ~~was attributed~~ to anprovide ~~increase in~~ the ~~fair~~information ~~value~~under ofthis ~~stock-based compensation expense as the Company issued $5,170,068 more stock-based compensation due to the settlement of outstanding rent, interest payment, and services owing in November 2009~~item.

13Item 7.

~~Liquidity~~Management’s Discussion and ~~Capital~~Analysis ~~Resources~~of Financial Condition and Results of Operations

AsThe atfollowing ~~December~~discussion ~~31,~~should ~~2009,~~be ~~the~~read ~~Company’s~~in ~~cash~~conjunction ~~balance~~with ~~was~~our ~~$347,954~~audited ~~and~~financial ~~total~~statements ~~assets~~and ~~were~~notes ~~$893,134~~thereto ~~compared~~included toherein. ~~cash~~In ofconnection ~~$72~~with,~~232~~ and ~~total~~because ~~assets~~we ofdesire ~~$835,446~~to astake atadvantage ~~December 31~~of, ~~2008.~~the ~~The~~“safe ~~increase~~harbor” inprovisions ~~cash~~of ~~was~~the ~~attributed~~Private toSecurities ~~additional~~Litigation ~~proceeds~~Reform Act of $21995,~~484,685~~ ~~from~~we ~~the~~caution ~~issuance~~readers ofregarding ~~promissory~~certain ~~notes~~forward ~~and~~looking ~~convertible~~statements ~~debentures~~in ~~that~~the ~~were~~following ~~unused,~~discussion asand ~~the~~elsewhere ~~Company~~in ~~settled~~this areport ~~significant~~and ~~portion~~in ofany ~~its~~other ~~outstanding~~statement ~~obligations~~made ~~and~~by, ~~amounts~~or ~~owing~~on ~~through~~our ~~the~~behalf, ~~issuance~~whether ofor ~~common~~not ~~shares~~in asfuture ~~settlement. The~~filings ~~net~~with ~~increase~~the inSecurities ~~total~~and ~~assets~~Exchange ~~were~~Commission. ~~attributed~~Forward-looking tostatements anare ~~increase~~statements ofnot ~~$275,722~~based inon ~~the~~historical ~~cash~~information ~~balance~~and ~~offset~~which byrelate ~~the~~to ~~decrease~~future ofoperations, ~~$133~~strategies,~~466~~ infinancial ~~inventory~~results asor ~~the~~other ~~Company~~developments. ~~did~~Forward ~~not~~looking ~~have~~statements ~~its~~are ~~sales~~necessarily ~~agreement~~based ~~with~~upon ~~Ethos~~estimates ~~East~~ and ~~lowered~~assumptions ~~its~~that ~~overall~~are ~~inventory~~inherently ~~holdings,~~subject ~~decrease~~to ofsignificant ~~$61~~business,~~359~~ ~~due~~economic toand ~~collection~~competitive uncertainties and contingencies, many of ~~outstanding~~which ~~accounts~~are ~~receivable~~beyond our control and ~~write-off~~many of ~~uncollectible~~which, ~~items~~with respect to future business decisions, are subject to change. These uncertainties and ~~decrease~~contingencies ofcan ~~$35,709~~affect inactual ~~property~~results and ~~equipment~~could ~~due~~cause toactual ~~annual~~results ~~amortization~~to asdiffer ~~the~~materially ~~Company~~from ~~did~~those ~~not~~expressed ~~purchase~~in any ~~new~~forward ~~capital~~looking ~~assets~~statements ~~during~~made ~~fiscal~~by, ~~2009~~or our behalf. We disclaim any obligation to update forward-looking statements.

AsIn atthe ~~December~~months ~~31,~~leading ~~2009~~up to the Merger, the Company ~~had~~created ~~total~~a ~~liabilities~~marketing plan for the launch of $4RegenErect,~~076,707~~ ~~compared~~its ~~with~~male ~~total~~enhancement ~~liabilities~~product, ofin ~~$2,610,449~~the asfirst atquarter ~~December~~of 312011, ~~2008.~~followed ~~The~~up ~~increase~~with inthe ~~total~~launch ~~liabilities~~ of $1RegeneSlim,~~466,258~~ ~~was~~its ~~due~~appetite tosuppressant ansupplement, ~~increase~~ in ~~promissory~~the ~~notes~~second quarter of ~~$483,420~~2011. ~~and~~As ~~$740,924~~of ~~from~~ the ~~issuance~~beginning of $1December 2010,~~125,000~~ ~~12%~~the ~~and~~Company ~~10%~~was ~~units~~solely offocused ~~convertible~~on ~~notes,~~the ofnew ~~which~~business amodel ~~portion~~and the impending launch of ~~the~~RegenErect. ~~face~~The ~~value~~Company’s ~~was~~business ~~discounted~~strategy tois ~~recognized~~presented ~~the~~in ~~fair~~Item ~~value~~1. Business of this report. Given the ~~convertibility~~new ~~feature~~business strategy adopted as of the ~~notes. Furthermore~~Merger, ~~accounts~~the ~~payable~~discussion ~~and~~below ~~accrued~~regarding ~~liabilities~~the ~~increased~~performance byof ~~$241,914~~the ~~due~~Company toin ~~timing~~2009 ~~differences~~and ~~between~~2010 relates to the ~~incurrence~~offer and sale of ~~operating~~products ~~expenditures~~which ~~and~~are no longer the ~~payment~~primary focus of the ~~outstanding~~Company’s ~~obligations~~business strategy.

AsThe atperiod ~~December~~from 31January 9, 2009, ~~the~~through ~~Company has a working capital deficit of $3,624,482 compared with $2,239,121 at~~ December 31, ~~2008~~2009 ~~and the decrease in working capital~~ is ~~due~~referred to ~~use~~as ~~of proceeds received from~~ the ~~issuance~~year ofended ~~promissory~~December ~~notes and convertible notes to be used to repay outstanding general operating expenses~~31, ~~which~~2009 ~~deflates~~throughout ~~the~~these ~~current~~consolidated ~~assets~~financial ~~while~~statements ~~the~~and ~~debt remains outstanding. The Company’s outstanding promissory~~ notes ~~and convertible debentures do not carry any debt covenants that may impact the Company’s current or future operating and strategic objectives~~thereto.

~~Cashflow from~~ Operating ~~Activities~~Revenues

~~During~~For the fiscal year ended December 31, ~~2009~~2010, ~~the~~our ~~Company~~net ~~used~~sales were $299,~~208~~053,~~963~~ ~~of cash for operating activities~~ compared to ~~the~~net ~~use~~sales of $126,~~420,039~~389 ofin ~~cash~~the ~~for~~prior ~~operating~~fiscal ~~activities during the~~ year ended December 31, ~~2008~~2009. ~~The~~ ~~increase~~Net sales increased approximately 275% in 2010 compared to the ~~use~~prior ofyear. ~~cash~~Sales for ~~operating~~2010 ~~activities~~were ~~was~~comprised ~~attributed~~primarily toof ~~the~~sales ~~fact~~of ~~that~~RegeneBlend, ~~the~~our ~~Company~~antioxidant ~~paid~~beverage blend, and RegeneDerm, our line of natural skin care products. Sales for ~~outstanding~~2009 ~~and~~consisted ~~current~~primarily ~~obligations~~of ~~with~~sales ~~existing~~of ~~cash~~RegeneDerm. ~~raised~~Sales ~~from~~were ~~debt~~made ~~financing~~primarily ~~received~~to ~~during~~end users and independent distributors in the ~~year~~United States.

~~Cashflow~~Gross ~~from Investing Activities~~Profit

~~During~~Gross ~~the~~profit ~~year~~as ~~ended~~a ~~December~~percentage ~~31,~~of ~~2009,~~sales ~~the~~was ~~Company~~approximately ~~used~~74% ~~$nil~~in of2010 ~~cash~~and ~~for~~88% ~~investing~~in ~~activities~~2009. ~~compared~~The todecrease ~~the~~in ~~use~~this ofpercentage ~~$32,962~~was ofdue ~~cash~~to ~~for investing activities during~~ the ~~year~~relatively ~~ended~~lower ~~December~~margins 31on RegeneBlend, ~~2008. The~~for ~~use~~which ofsales ~~cash~~began ~~for~~in ~~investing~~2010, ~~activities~~compared ~~was related~~ to ~~the~~RegeneDerm, ~~purchase~~which ofwas ~~property~~sold ~~and~~in ~~equipment~~both years.

~~Cashflow from Financing Activities~~-9-

~~During~~Operating the year ended December 31, 2009, the Company raised proceeds of $2,484,685 from financing activities compared to receipt of $1,451,057of financing from financing activities during the year ended December 31, 2008. In 2009, the Company raised $2,484,685 from the issuance of promissory notes and convertible debentures whereas in prior year, the Company raised $1,431,580 from promissory notes and convertible debentures, $420,000 from common shares, and repaid $350,000 of promissory notes, and $50,523 to related parties. Expenses

~~Loan~~The ~~Facilities~~Company’s current operating expenses are comprised of costs associated with general and administrative costs such as staff salaries, consulting, marketing, legal and accounting, and selling expenses such as marketing, business development and distributor bonuses.

OnFor ~~February~~the 7year ended December 31, ~~2007~~2010, the Company ~~entered~~incurred ~~into~~selling, angeneral ~~equipment~~and ~~lease~~administrative ~~agreement~~expenses ~~with~~of ~~Mazuma~~$3,298,162 ~~Capital~~compared ~~Corp.~~to ~~wherein~~$139,426 for the ~~Company~~year ~~agreed~~ended toDecember a31, ~~24-month~~2009. ~~sale~~The increase in selling, general and ~~leaseback~~administrative ~~arrangement~~expenses ~~for~~is upattributed primarily to the recording of $~~800~~2,~~000~~740,297 ofin ~~its~~expenses ~~manufacturing~~related ~~equipment.~~to ~~The~~the ~~lease~~issuance ~~calls~~of ~~for~~common ashares ~~monthly~~for ~~payment~~services ~~based~~issued onupon athe ~~factor~~vesting of ~~.04125~~long-term ~~times~~stock ~~the~~compensation ~~average~~to ~~outstanding~~employees ~~loan~~and ~~balance~~directors ~~during~~triggered upon closing of the ~~month~~Merger.

~~The~~For ~~contract~~the ~~for~~year ~~this~~ended ~~sale~~December ~~and~~31, ~~leaseback~~2010, ofthe ~~equipment~~Company ~~should~~incurred bedepreciation ~~accounted~~and ~~for~~amortization asexpenses anof ~~operating~~$105,638 ~~lease~~compared ~~per~~to ~~SFAS 13 and 28~~$6,264 ~~and~~for ~~will~~the beyear ~~shown~~ended ~~as such as at~~ December 31, ~~2008~~2009. ~~There~~ isThe noincrease ~~bargain~~in ~~purchase~~depreciation ~~option~~and atamortization ~~the~~expenses ~~end~~is ofattributed ~~the~~to ~~lease~~$102,638 ~~and~~recorded ~~neither~~for the ~~75%~~amortization ~~nor~~of the ~~90%~~Vivakor ~~test~~license ~~has~~fee ~~been~~in ~~met. The~~2010 ~~title~~compared ~~may pass back~~ to ~~the Company at the end of the lease; however~~$6,070 ~~the~~in ~~lease may also be continued at the end of the 24 month period~~2009.

14Other Income

~~Going~~Other ~~Concern~~income for the year ended December 31, 2010, totaled $31,423. This total includes a gain recorded for the change in value of the derivative liability associated with the Company’s convertible notes payable of $37,717 and the interest expenses of $6,294 compared to $851 for the year ended December 31, 2009. The increase in interest expense is due to the issuance of $475,000 in convertible notes during the year as well as $1,010 related to amortization of debt discounts on such notes.

~~The~~Net consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. During the year ended December 31, 2009, the Company recognized sales revenue of $1,187,605 but incurred a net loss of $13,049,479. At December 31, 2009, the Company had a working capital deficit of $3,624,482 and an accumulated deficit of $65,211,877. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Loss

~~Off-Balance~~For ~~Sheet~~the ~~Arrangements~~year ended December 31, 2010, the Company’s net loss was $3,299,104 compared to a net loss of $123,205 in 2009. The increase in net loss is attributed to the increase in selling, general and administrative expenses for the year ended December 31, 2010 compared to the year ended December 31, 2009.

WeLiquidity doand ~~not~~Capital have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our investors.Resources

~~Critical~~As ~~Accounting~~at ~~Policies~~December 31, 2010, the Company’s cash balance was $216,476 and total assets were $561,534 compared to cash of $2,672 and total assets of $363,059 as at December 31, 2009. The increase in cash was attributed to proceeds of $475,000 from the issuance of convertible debentures of which $350,000 was received in December. The net increase in total assets was primarily attributed to an increase of $213,804 in the cash balance and an increase of $116,408 in inventory offset by a decrease in its prepaid license fee of $102,639.

~~Use~~Subsequent to December 31, 2010, through the date of ~~Estimates~~this report, the Company has received subscriptions for an additional $2,992,500 in convertible debentures and $150,000 in common stock.

~~The~~As ~~preparation~~ of ~~these~~December ~~consolidated~~31, ~~financial~~2010, ~~statements in conformity with generally accepted accounting principles in~~ the ~~United~~Company ~~States~~had ~~requires~~total ~~management to make estimates and assumptions that affect the reported amounts of assets and~~ liabilities ~~and disclosure~~ of ~~contingent~~$729,248 ~~assets~~compared ~~and~~with total liabilities ~~at the date~~ of ~~the~~$103,747 ~~consolidated~~as ~~financial statements and the reported amounts~~ of ~~revenues~~December ~~and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to valuation allowances on accounts receivable and inventory~~31, ~~valuation and amortization policies on property and equipment, and valuation allowances on deferred income tax losses~~2009. The ~~Company~~increase ~~bases~~in ~~its~~total ~~estimates~~liabilities ~~and~~of ~~assumptions on current facts~~$625,501 ~~historical~~was ~~experience~~due ~~and various other factors that it believes~~ to bean ~~reasonable~~increase ~~under~~in ~~the~~accounts ~~circumstances,~~payable ~~the results~~ of ~~which~~$204,604, ~~form~~in ~~the~~convertible ~~basis~~debentures ~~for making judgments about the carrying values~~ of ~~assets~~$350,000 and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results$93,432 ~~future~~in ~~results~~advances ofpayable ~~operations~~to ~~will~~related ~~be affected~~parties.

~~Revenue~~As ~~Recognition~~ of December 31, 2010, the Company had a negative working capital of $270,584 compared with working capital of $53,304 as of December 31, 2009. The decrease in working capital is due to use of proceeds received from the issuance of promissory notes and convertible notes to be used to pay outstanding general operating expenses, which deflates current assets while liabilities remain outstanding. The Company’s outstanding promissory notes and convertible debentures do not carry any debt covenants that may impact the Company’s current or future operating and strategic objectives.

~~The~~Cash ~~Company~~Flow ~~will recognize revenue~~ from ~~the~~Operating sale of its fuel reformulating products in accordance with ASC 605, Revenue Recognition. Revenue will be recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is provided, and collectibility is assured.Activities

~~Stock-Based~~During ~~Compensation~~the year ended December 31, 2010, the Company used $262,246 of cash for operating activities compared to the use of $9,129 of cash for operating activities during the year ended December 31, 2009. The increase in the use of cash for operating activities was attributed to the fact that the Company paid for outstanding and current obligations with existing cash raised from debt financing received during the year.

~~The Company records stock~~-~~based compensation in accordance with ASC 718, Share~~10-Based Payments, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

~~Recent~~Cash ~~Accounting~~Flow ~~Pronouncements~~from Investing Activities

InDuring ~~March 2010,~~ the ~~FASB~~year ~~(Financial~~ended ~~Accounting~~December ~~Standards~~31, ~~Board) issued Accounting Standards Update~~ 2010~~-11 (ASU 2010-11)~~, ~~“Derivatives~~the ~~and~~Company ~~Hedging~~used ~~(Topic~~$2,500 ~~815):~~of ~~Scope~~cash ~~Exception Related to Embedded Credit Derivatives.” The amendments in this Update are effective~~ for ~~each~~investing ~~reporting~~activities ~~entity~~compared atto the ~~beginning~~use of ~~its first fiscal quarter beginning after June 15~~$6,995 ~~2010. Early adoption is permitted at the beginning~~ of ~~each~~cash ~~entity’s~~for ~~first~~investing ~~fiscal~~activities ~~quarter~~during ~~beginning~~the ~~after~~year ~~issuance~~ended ofDecember ~~this~~31, ~~Update~~2009. The ~~adoption~~use of ~~this~~cash ~~standard~~for isinvesting ~~not~~activities ~~expected~~was related to ~~have a material effect on~~ the ~~Company’s~~purchase ~~consolidated~~of ~~financial~~property ~~statements~~and equipment.

InCash ~~February~~Flow ~~2010,~~from ~~the~~Financing FASB Accounting Standards Update 2010-10 (ASU 2010-10), “Consolidation (Topic 810): Amendments for Certain Investment Funds.” The amendments in this Update are effective as of the beginning of a reporting entity’s first annual period that begins after November 15, 2009 and for interim periods within that first reporting period. Early application is not permitted. The adoption of this standard is not expected to have a material effect on the Company’s consolidated financial statements. Activities

15During the year ended December 31, 2010, the Company raised proceeds of $478,550 from financing activities compared to proceeds of $18,796 from financing activities during the year ended December 31, 2009. In 2010, the Company raised $475,000 from the issuance of convertible promissory notes and $3,550 from the sales of shares of its common stock whereas in the previous year, the Company raised $18,796 from the sale of shares of its common stock.

In February 2010, the FASB issued ASU No. 2010-09 “Subsequent Events (ASC Topic 855) “Amendments to Certain Recognition and Disclosure Requirements” (“ASU No. 2010-09”). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption of this standard is not expected to have a material effect on the Company’s consolidated financial statements. Inflation

InWe ~~January~~believe ~~2010,~~that ~~the~~inflation ~~FASB~~will issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010. The adoption of this standard is not ~~expected to~~ have a material effect on ~~the~~our ~~Company’s~~results ~~consolidated~~of ~~financial statements~~operations.

InGoing October 2009, FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.Concern

The ~~Company~~condensed ~~has~~consolidated ~~implemented~~financial ~~all~~statements ~~new~~have ~~accounting~~been ~~pronouncements~~prepared on a going concern basis, which implies that ~~are~~the Company will continue to realize its assets and discharge its liabilities in ~~effect~~the normal course of business. ~~These~~ ~~pronouncements~~During ~~did~~the ~~not~~year ~~have~~ended ~~any~~December ~~material~~31, ~~impact~~2010, onthe Company recognized sales revenue of $99,053 but incurred a net loss of $3,299,104. At December 31, 2010, the ~~financial~~Company ~~statements~~had ~~unless~~a ~~otherwise~~negative ~~disclosed~~working capital of $270,584 and an accumulated deficit of $3,422,309. In 2011 through the date of this report, the Company ~~does~~issued ~~not~~$2,992,500 ~~believe~~in ~~that~~convertible ~~there~~notes ~~are~~payable ~~any~~and ~~other~~issued ~~new~~common ~~accounting~~stock ~~pronouncements~~for ~~that~~$150,000 ~~have~~in ~~been~~cash. ~~issued~~The ~~that~~continuation ~~might~~of ~~have~~the Company as a ~~material~~going ~~impact~~concern onis ~~its~~dependent upon the continued financial ~~position~~support from its shareholders, the ability to raise equity or ~~results~~debt financing, and the attainment of profitable operations from the Company's future business. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

~~ITEM~~Off-Balance ~~7A.~~Sheet Arrangements

~~QUANTITATIVE~~We ~~AND~~do ~~QUALITATIVE~~not ~~DISCLOSURES~~have ~~ABOUT~~any ~~MARKET~~off-balance ~~RISK~~sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our investors.

WeCritical ~~are~~Accounting ~~a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.~~Policies

16Use of Estimates

~~ITEM~~The 8preparation of these consolidated financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. ~~FINANCIAL~~The ~~STATEMENTS~~Company ~~AND~~regularly ~~SUPPLEMENTARY~~evaluates ~~DATA~~estimates and assumptions related to valuation allowances on accounts receivable and inventory, valuation and amortization policies on property and equipment, and valuation allowances on deferred income tax losses. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Significant estimates include deferred tax asset valuation allowances and inventory lower of cost or market analyses.

~~Ethos Environmental Inc.~~-11-

~~Consolidated~~Revenue ~~Financial~~Recognition ~~Statements~~

~~For~~The Company recognizes revenue from the ~~Years~~sale ~~Ended~~of ~~December~~its 31products in accordance with ASC 605, ~~2009~~Revenue Recognition. Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is provided, and ~~2008~~collectibility is assured. Sales primarily represent sales generated to independent representatives less any discounts and other deductions. The Company recognizes revenue upon delivery, when both title and the risks and rewards of ownership pass to the independent representatives. The Company provides for an estimated allowance for sales returns based on historical product return experience. Finally, the Company estimates an allowance for doubtful accounts receivable based on an analysis of historical data and current circumstances.

~~Report~~Income ~~of Independent Registered Public Accounting Firm~~Taxes

~~F-2~~Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under U.S. generally accepted accounting principles (GAAP), the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some or all of the deferred tax asset will not be realized.

~~Consolidated~~Stock-Based ~~Balance Sheets~~Compensation

FThe Company records stock-3based compensation in accordance with ASC 718, Share-Based Payments, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

~~Consolidated~~Derivative ~~Statements of Operations~~Instruments

FWe evaluate free-4standing derivative instruments (or embedded derivatives) to properly classify such instruments within equity or liabilities in our consolidated financial statements.

~~Consolidated~~The ~~Statements~~classification of ~~Cash~~a ~~Flows~~derivative instrument is reassessed at each reporting date. If the classification changes as a result of events during a reporting period, the instrument is reclassified as of the date of the event that caused the reclassification. There is no limit on the number of times a contract may be reclassified.

~~F-5~~Instruments classified as derivative liabilities are remeasured each reporting period (or upon classification) and the change in fair value is recorded on our consolidated statement of operations in other (income) expense.

~~Consolidated~~Significant ~~Statements~~Recent ofAccounting ~~Stockholders’ Equity (Deficit)~~Pronouncements

FIn January 2010, the FASB issued Accounting Standards Update (“ASU”) 2010-606, Improving Disclosures about Fair Value Measurements amending ASC 820, Fair Value Measurements and Disclosures requiring additional disclosure and clarifying existing disclosure requirements about fair value measurements. ASU 2010-06 requires entities to provide fair value disclosures by each class of assets and liabilities, which may be a subset of assets and liabilities within a line item in the statement of financial position. The additional requirements also include disclosure regarding the amounts and reasons for significant transfers in and out of Level 1 and 2 of the fair value hierarchy and separate presentation of purchases, sales, issuances and settlements of items within Level 3 of the fair value hierarchy. The guidance clarifies existing disclosure requirements regarding the inputs and valuation techniques used to measure fair value for measurements that fall in either Level 2 or Level 3 of the hierarchy. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances and settlements which is effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. There was no impact from the Company’s adoption of this guidance.

~~Notes~~Item ~~to the Consolidated Financial Statements~~ 8.

~~F-7~~Financial Statements and Supplementary Data

Reference is made to the consolidated financial statements, including the notes thereto, together with the report thereon of Squar, Milner, Peterson, Miranda & Williamson, LLP, independent registered public accounting firm, attached to this Annual Report on Form 10-K as a separate section beginning on Page F-1.

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~-12-

ToItem ~~the Board of Directors~~9.

~~Ethos~~Changes ~~Environmental,~~in ~~Inc.~~and Disagreements with Accountants on Accounting and Financial Disclosure

WeOn ~~have~~August ~~audited~~24, ~~the~~2011, ~~accompanying~~Squar, ~~balance~~Milner, ~~sheets~~Peterson, ~~Ethos~~Miranda ~~Environmental~~& Williamson, ~~Inc.~~LLP ("Squar Milner") was appointed as ofthe ~~December~~registered ~~31,~~independent ~~2009~~public ~~and~~accountant ~~2008~~for Regeneca, ~~and~~Inc. (the ~~related~~“Registrant”), ~~statements~~a ofNevada ~~operations~~corporation. On August 24, ~~stockholders'~~2011, ~~deficit~~M&K ~~and~~CPAS, ~~cash~~PLLC ~~flows~~(“MKC”) ~~for~~was ~~the~~dismissed ~~years~~as ~~then~~the ~~ended.~~registered ~~These~~independent ~~financial~~public ~~statements~~accountant ~~are~~for the ~~responsibility~~Registrant. ofThe ~~the~~decisions ~~Company's~~to ~~management.~~appoint ~~Our~~Squar ~~responsibility~~Milner isand todismiss ~~express~~MKC anwere ~~opinion~~approved onby ~~these~~the ~~financial~~Board ~~statements~~of ~~based~~Directors of the Registrant on ~~our~~August ~~audits~~24, 2011.

WeDuring ~~conducted our audits in accordance with standards of~~ the ~~Public~~fiscal ~~Company~~years ~~Accounting~~ended ~~Oversight~~December ~~Board~~31, ~~(United~~2009 ~~States).~~and ~~Those~~2008 ~~standards require that we plan~~ and ~~perform~~ the ~~audits~~subsequent tointerim ~~obtain~~period ~~reasonable~~up ~~assurance~~through ~~about whether~~ the ~~financial~~date ~~statements are free~~ of ~~material misstatement. The Company is not required to have~~dismissal, ~~nor~~there were weno ~~engaged~~disagreements towith ~~perform,~~MKC anon ~~audit~~any matter of ~~its~~accounting ~~internal~~principles ~~control~~or ~~over~~practices, financial ~~reporting.~~statement ~~Our~~disclosure ~~audit~~or ~~included~~auditing ~~consideration~~scope ofor ~~internal~~procedure, ~~control~~which ~~over~~disagreements, ~~financial~~if ~~reporting~~not asresolved ato ~~basis~~the ~~for~~satisfaction ~~designing~~of ~~audit~~MKC, ~~procedures~~would ~~that~~have ~~are~~caused ~~appropriate~~MKC into ~~the~~make ~~circumstances,~~reference ~~but~~thereto ~~not~~in ~~for~~its ~~the~~report ~~purpose of expressing an opinion~~ on the ~~effectiveness of the Company'~~Registrant’s ~~internal~~consolidated ~~control over~~ financial ~~reporting.~~statements ~~Accordingly,~~for ~~we express no~~ such ~~opinion~~years. ~~An audit includes examining~~Further, onthere awere ~~test~~no ~~basis,~~reportable ~~evidence~~events ~~supporting~~as ~~the~~described ~~amounts and disclosures~~ in ~~the~~Item ~~financial~~304(a)(1)(iv) ~~statements.~~of AnRegulation ~~audit~~S-K ~~also~~occurring ~~includes~~within ~~assessing~~ the ~~accounting~~Registrant's ~~principles~~aforementioned ~~used~~fiscal ~~and~~years ~~significant~~or ~~estimates~~the ~~made~~subsequent byinterim ~~management,~~period asup ~~well~~through ~~as evaluating~~ the ~~overall~~date ~~financial~~of ~~statement presentation~~dismissal. ~~We believe that our audits provide a reasonable basis for our opinion.~~

InExcept ~~our~~as ~~opinion,~~described ~~the financial statements referred to above present fairly~~below, inMKC’s ~~all~~report ~~material~~on ~~respects,~~ the ~~financial~~Registrant’s ~~position of Ethos Environmental, Inc. as of~~ December 31, 2009 and 2008, ~~and~~consolidated ~~the~~financial ~~results~~statements ofdid ~~its~~not ~~operations~~contain ~~and~~an ~~cash~~adverse ~~flows~~opinion ~~for~~or ~~the~~a ~~periods~~disclaimer ~~described~~of ~~above~~opinion, inand ~~conformity~~was ~~with~~not ~~accounting~~qualified ~~principles~~or ~~generally~~modified ~~accepted~~as into ~~the~~uncertainty, ~~United~~audit ~~States~~scope ofor ~~America~~accounting principles.

The ~~accompanying~~audit ~~financial~~report ~~statements~~of ~~have~~MKC ~~been~~on ~~prepared assuming that~~ the ~~Company~~consolidated ~~will continue as a going concern. As discussed in Note 1 to the~~ financial statements, of the ~~Company~~Registrant ~~has~~as ~~suffered~~of ~~recurring~~December ~~losses~~31, ~~from~~2009, ~~operations~~ which ~~raises~~audit ~~substantial~~report ~~doubt about its ability to continue as a going concern. Management's plans regarding those matters~~ also ~~are~~includes ~~described~~the inconsolidated ~~Note 1. The~~ financial statements doas ~~not~~of ~~include~~December ~~any~~31, ~~adjustments~~2008, ~~that~~contained ~~might~~a ~~result~~separate ~~from~~paragraph ~~the~~stating: ~~outcome of this uncertainty.~~

~~/s/M&K~~“The ~~CPAS~~accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, ~~PLLC~~the Company has suffered recurring losses from operations which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.”

~~www~~During the Registrant's aforementioned fiscal years and the subsequent interim period up through the date of engagement of Squar Milner, except as described below neither the Registrant nor anyone on its behalf consulted Squar Milner regarding the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Registrant's consolidated financial statements.~~mkacpas~~ Further, except as described below, Squar Milner has not provided written or oral advice to the Registrant that Squar Milner concluded was an important factor considered by the Registrant in reaching a decision as to any accounting, auditing or financial reporting issue.~~com~~

~~Houston~~Prior to the Registrant consummating its merger with Ethos Environmental, ~~Texas~~Inc. on December 31, 2010 (which was reported in the Form 8-K filed with the Securities and Exchange Commission (“SEC”) on January 5, 2011), management consulted with Squar Milner as to the following:

~~June 24, 2011~~1.

~~F-2~~Accounting for such transaction,

~~Ethos Environmental Inc~~2.

~~Consolidated~~The ~~Balance~~related ~~Sheets~~financial reporting requirements,

~~(expressed in US dollars)~~3.

	December 31, 2009 $	December 31, 2008 $
		(Restated – Note 14)
ASSETS
Cash	347,954	72,232
Accounts receivable	14,593	75,952
Inventory	89,678	223,144
Total Current Assets	452,225	371,328
Property and equipment	22,992	58,701
Other assets	417,917	405,417
Total Assets	893,134	835,446
LIABILITIES
Current liabilities
Accounts payable	1,003,374	899,816
Accrued liabilities	464,231	325,875
Note payable – current	1,750,000	1,266,580
Convertible debenture	859,102	118,178
Total Liabilities	4,076,707	2,610,449
STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock
Authorized: 100,000,000 shares, par value of $0.001
Issued and outstanding: 102,150,306 and 43,493,958 common shares, respectively	10,215	4,349
Additional paid-in capital	61,986,314	50,229,296
Common stock issuable	31,775	153,750
Accumulated deficit	(65,211,877)	(52,162,398)
Total Stockholders’ Equity (Deficit)	(3,183,573)	(1,775,003)
Total Liabilities and Stockholders’ Equity (Deficit)	893,134	835,446

Which financial statements (for both entities) must be filed with the SEC, and

~~(The accompanying notes are an integral part of these consolidated financial statements)~~4.

~~F-3~~The types and due dates of such filings.

~~Ethos~~The ~~Environmental~~Registrant ~~Inc~~provided a copy of the foregoing disclosures to Squar Milner prior to filing this Report and requested that Squar Milner furnish it with a letter addressed to the SEC stating whether or not it agrees with the statements in the preceding two paragraphs. Squar Milner has declined to provide a letter to the SEC on the basis that it has no disagreements with such statements.

~~Consolidated~~The ~~Statements~~Registrant provided a copy of ~~Operations~~the foregoing disclosures to MKC prior to filing this Report and requested that MKC furnish it with a letter addressed to the SEC stating whether or not it agrees with the statements in this Report. This letter was filed with the SEC on form 8-K/A on September 20, 2011.

~~(expressed~~Item ~~in US dollars)~~9A.

	For the Year Ended December 31, 2009 $	For the Year Ended December 31, 2008 $
		(Restated – Note 14)
Revenue	1,187,605	2,357,553
Cost of sales	506,385	1,422,758
Gross profit	681,220	934,795
Operating Expenses
Depreciation	35,709	81,326
General and administrative	13,138,062	8,177,162
Selling expense	345,854	273,960
Total Operating Expenses	13,519,625	8,532,448
Net Operating Loss	(12,838,405)	(7,597,653)
Other income (expense)
Interest expense	(347,309)	(199,119)
Gain on forgiveness of debt	–	195,998
Other income	136,235	5,139
Total Other Income (Expense)	(211,074)	2,018
Net Loss	(13,049,479)	(7,595,635)
Net Loss per Share – Basic and Diluted	(0.24)	(0.19)
Weighted Average Shares Outstanding – Basic and Diluted	53,774,484	39,397,310

Controls and Procedures

~~(The~~Disclosure ~~accompanying~~Controls ~~notes~~and ~~are an integral part of these consolidated financial statements)~~Procedures

FWe maintain disclosure controls and procedures (as defined in Rule 13a-415(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act) that are designed to ensure that information required to be disclosed in our periodic reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that this information is accumulated and communicated to our management, including our principal executive and financial officers, to allow timely decisions regarding required disclosure.

~~Ethos Environmental Inc.~~-13-

~~Consolidated~~Our ~~Statements~~management, with the participation and supervision of ~~Cash~~our ~~Flows~~Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

~~(expressed~~Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective based on our material weakness in USthe ~~dollars)~~form of lack of segregation of duties, which stems from our early stage status and limited capital resources to hire additional financial and administrative staff.

	For the Year Ended December 31, 2009	For the Year Ended December 31, 2008
	$	$
		(Restated – Note 14)
Operating Activities
Net loss for the year	(13,049,479)	(7,595,635)
Adjustments to net loss relating to non-cash operating items:
Accretion of discounts on convertible debt	235,588	53,709
Bad debt expense	–	18,942
Depreciation	35,709	81,326
Gain on forgiveness of debt	–	(195,998)
Shares issued for services	9,063,392	1,286,007
Shares issued for incentive purposes	227,271	–
Shares issued for settlement and conversion of debt	187,653	–
Shares issued for registration rights	–	3,022,241
Stock-based compensation	666,664	775,184
Changes in operating assets and liabilities:
Accounts receivable	61,359	(94,894)
Inventory	133,466	379,255
Other assets	(12,500)	(5,998)
Accounts payable and accrued liabilities	241,914	855,822
Net Cash Used In Operating Activities	(2,208,963)	(1,420,039)
Investing Activities
Purchase of property and equipment	–	(32,962)
Net Cash Used In Investing Activities	–	(32,962)
Financing Activities
Proceeds from issuance of common shares and shares issuable	–	420,000
Proceeds from issuance of notes payable	2,484,685	1,431,580
Repayment of notes payable	–	(350,000)
Repayment of notes payable – related party	–	(50,523)
Net Cash Provided By Financing Activities	2,484,685	1,451,057
Increase (decrease) in cash	275,722	(1,944)
Cash – beginning of period	72,232	74,176
Cash – end of period	347,954	72,232
Supplemental disclosures
Interest paid	–	–
Income tax paid	–	–
Non-cash investing and financing activities
Shares issued for settlement of debt	691,265	–
Cancellation of common shares	(21)	(1,360)

Management’s Report on Internal Control over Financial Reporting

Section 404(~~The~~a) ~~accompanying~~of ~~notes~~the ~~are~~Sarbanes-Oxley anAct ~~integral~~of ~~part~~2002 requires that management document and test the Company's internal control over financial reporting and include in this Annual Report on Form 10-K a report on management's assessment of ~~these~~the ~~consolidated~~effectiveness of our internal control over financial ~~statements)~~reporting.

FOur management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-515(f) of the Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based upon the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our internal control over financial reporting was not effective based on the material weakness indicated below:

~~Ethos Environmental Inc.~~·

~~Consolidated~~We ~~Statement~~lack segregation of ~~Stockholders’~~duties, ~~Equity~~which ~~(Deficit)~~stems from our early stage status and limited capital resources to hire additional financial and administrative staff.

~~For~~Our ~~the~~plan ~~Period~~to ~~from~~remediate ~~January~~this 1material weakness, ~~2008~~subject to ~~December~~monetary 31constraints, ~~2009~~is to hire additional personnel and/or utilize outside consultants to provide an acceptable level of segregation of duties.

			Additional	Common
	Common Stock		Paid-in	Stock	Accumulated
		Amount	Capital	Issuable	Deficit	Total
	#	$	$	$	$	$
Balance, December 31, 2007 (Restated – Note 14)	37,998,562	3,800	44,779,632	–	(44,566,763)	216,669
Issuance of shares for cash at $0.33 per share	909,091	91	299,909	–	–	300,000
Issuance of shares for services	5,720,877	572	1,251,685	–	–	1,252,257
Issuance of shares for registration rights	12,465,428	1,246	3,020,995	–	–	3,022,241
Cancellation of shares	(13,600,000)	(1,360)	1,360	–	–	–
Common shares issuable	–	–	–	153,750	–	153,750
Fair value of stock options granted	–	–	403,047	–	–	403,047
Fair value of warrants granted	–	–	372,137	–	–	372,137
Beneficial conversion of convertible debt	–	–	100,531	–	–	100,531
Net loss for the year	–	–	–	–	(7,595,635)	(7,595,635)
Balance, December 31, 2008 (Restated – Note 14)	43,493,958	4,349	50,229,296	153,750	(52,162,398)	(1,775,003)
Issuance of shares for cash at $0.20 per share	600,000	60	119,940	(120,000)	–	–
Issuance of shares for services	52,559,401	5,256	9,060,111	(33,750)	–	9,031,617
Issuance of incentive shares	571,500	57	227,214	–	–	227,271
Issuance of shares for conversion of debt	4,135,447	414	748,504	–	–	748,918
Issuance of shares for settlement of debt	1,000,000	100	129,900	–	–	130,000
Cancellation of shares	(210,000)	(21)	21	–	–	–
Common shares issuable	–	–	–	31,775	–	31,775
Fair value of stock options granted	–	–	183,398	–	–	183,398
Fair value of warrants granted	–	–	453,541	–	–	453,541
Beneficial conversion of convertible debt	–	–	834,389	–	–	834,389
Net loss for the year	–	–	–	–	(13,049,479)	(13,049,479)
Balance, December 31, 2009	102,150,306	10,215	61,986,314	31,775	(65,211,877)	(3,183,573)

This Annual Report on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financing reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to a provision in the Dodd-Frank Financial Reform Act that exempts public companies with market capitalization not exceeding $75 million from having to comply with that provision of the Sarbanes-Oxley Act.

~~(The~~Changes ~~accompanying~~in ~~notes~~Internal ~~are~~Control anOver ~~integral~~Financial ~~part of these consolidated financial statements)~~Reporting

FThere have been no significant changes in the Company’s internal control over financial reporting (as defined in Rule 13a-615(f) of the Exchange Act) during the quarter ended December 31, 2010 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

~~Ethos~~Item ~~Environmental Inc~~9B.

~~Notes~~Other ~~to the Consolidated Financial Statements~~Information

~~(expressed~~No information was required to be disclosed in USa ~~dollars)~~report on Form 8-K during the quarter ended December 31, 2010 that was not so disclosed.

1.-14-

~~Nature~~PART ~~of Operations and Continuance of Business~~III

~~Ethos~~Item ~~Environmental, Inc~~10. (the “Company”) was incorporated under the laws of the State of Nevada on January 19, 1926 as Omo Mining and Leasing Corporation. On January 19, 1929, the Company changed its name to Omo Mines Corporation. On November 14, 1936, the Company changed its name to Kaslo Mines Corporation. On December 24, 1977, the Company changed its name to Victor Industries, Inc., focused on the development, manufacturing, and marketing of products related to zeolite, a metal used for the production of toxic chemical absorbents, water softeners, gas absorbents, radiation absorbents and soil and fertilizer amendments. On November 2, 2006, the Company acquired 100% of the issued and outstanding common shares of Ethos Environmental, Inc, a Nevada company specializing in the manufacturing and distribution of fuel reformulating products.

~~Going~~Directors, ~~Concern~~Executive Officers, and Corporate Governance

~~These~~The ~~consolidated~~following ~~financial~~table ~~statements~~sets ~~have~~forth ~~been~~certain ~~prepared~~information onwith arespect ~~going~~to ~~concern basis, which implies that~~ the ~~Company~~directors ~~will continue to realize its assets~~ and ~~discharge~~executive ~~its~~officers ~~liabilities in the normal course~~ of ~~business. During~~ the ~~year ended December 31, 2009, the~~ Company ~~recognized~~as ~~sales revenue~~ of ~~$1,187,605 but incurred a net loss of $13,049,479. At~~ December 31, ~~2009~~2010, ~~the~~based ~~Company~~on ~~had~~information afurnished ~~working~~by ~~capital~~such deficit of $3,624,482 and an accumulated deficit of $65,211,877. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. persons:


			Director or
Name	Principal Occupation or Employment	Age	Officer Since
Matthew Nicosia	Director of the Company;	36	2010
	CEO and Chairman

Adam Vincent Gilmer⁽¹⁾	Director of the Company;	42	2010
	President

Daniel Kerker	Chief Financial Officer	37	2010

James C. Short	Director of the Company;	37	2010
	Chief Relations Officer

Francis Chen⁽²⁾	Director of the Company	61	2010

Jan Hall⁽²⁾	Director of the Company	48	2010

~~Summary of Significant Accounting Policies~~____________________

a(1)

~~Basis~~Effective as of ~~Presentation~~August ~~and~~19, ~~Principles~~2011, Mr. Gilmer was terminated as President of ~~Consolidation~~the Company. Pursuant to Mr. Gilmer’s employment agreement with the Company, any termination of employment is deemed a voluntary resignation from our Board of Directors. Accordingly, Mr. Gilmer no longer is a director or officer of the Company.

These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Ethos Environmental Inc. All intercompany transactions have been eliminated. The Company’s fiscal year-end is December 31. (2)

b)Resigned effective as of May 6, 2011.

~~Use~~All officers of ~~Estimates~~the Company serve at the discretion of the Board of Directors.

~~The~~Mr. ~~preparation~~Nicosia, as of ~~these~~June ~~consolidated~~2010, ~~financial~~is ~~statements in conformity with generally accepted accounting principles in~~ the ~~United~~current ~~States~~Chairman ~~requires management to make estimates~~ and ~~assumptions~~CEO ~~that~~of ~~affect~~ the ~~reported~~Company. ~~amounts~~Mr. ofNicosia, ~~assets~~additionally, ~~and~~is ~~liabilities~~Executive ~~and~~Chairman ~~disclosure~~ of ~~contingent~~Vivakor, ~~assets~~Inc., ~~and~~a ~~liabilities~~publicly atheld ~~the~~biotechnology ~~date~~company ofsince ~~the~~November, ~~consolidated~~2006. ~~financial~~From ~~statements~~2000 ~~and~~to ~~the~~2007, ~~reported~~before ~~amounts~~joining ofVivakor, ~~revenues~~Inc. ~~and~~as ~~expenses~~Executive ~~during~~Chairman of the ~~reporting~~Board, ~~period~~Mr. ~~The~~Nicosia ~~Company~~was ~~regularly~~the ~~evaluates~~founder ~~estimates~~ and ~~assumptions~~Chief ~~related~~Executive toOfficer ~~valuation~~and ~~allowances~~served onas ~~accounts~~a ~~receivable~~director ~~and~~of ~~inventory~~Dermacia, ~~valuation~~Inc., ~~and~~a ~~amortization~~skincare ~~policies~~company onselling ~~property~~to ~~and~~medical ~~equipment,~~professionals and ~~valuation~~to ~~allowances~~the onmass ~~deferred~~market ~~income~~via ~~tax~~infomercials ~~losses.~~and ~~The~~web ~~Company~~sales. ~~bases~~While ~~its~~founding ~~estimates~~Dermacia, ~~and~~Inc., ~~assumptions~~in on2002, ~~current~~Mr. ~~facts~~Nicosia, ~~historical~~co-founded ~~experience~~Quantum ~~and~~Sphere, ~~various~~Inc., ~~other~~a ~~factors~~green ~~that~~energy itcompany ~~believes~~and toserved beas ~~reasonable~~a ~~under~~director ~~the~~until ~~circumstances,~~2004. ~~the~~Mr. ~~results~~Nicosia ofalso ~~which~~currently ~~form~~sits ~~the~~on ~~basis for making judgments about~~ the ~~carrying~~Board ~~values~~ of ~~assets~~Directors and ~~liabilities~~is ~~and~~a ~~the~~principal ~~accrual~~ of ~~costs~~Integrity, Equity and ~~expenses~~is ~~that~~a ~~are~~director ~~not~~of ~~readily~~several ~~apparent~~private ~~from~~companies. ~~other sources~~Mr. ~~The~~Nicosia ~~actual~~received ~~results~~his ~~experienced~~Bachelor byof ~~the~~Arts ~~Company~~degree ~~may differ materially and adversely~~ from ~~the~~Brigham ~~Company’s~~Young ~~estimates.~~University ~~To the extent there are material differences between the estimates~~ and ~~the~~an ~~actual~~MBA ~~results,~~degree ~~future~~from ~~results~~Pepperdine ~~of operations will be affected~~University.

c)Mr. Gilmer has over 20 years of direct sales MLM experience. He is considered an expert with store Buyers, PR, TV, Social Media and branding. At Clone Energy Drink and at Active Life, Inc., Mr. Gilmer oversaw logistics, merchandising and managed distribution, directing staff, public relations, and made TV appearances implementing product launches, like “New Level of Living” as seen on TV morning shows. He was CEO/Founder of Travelogia - a technology search engine for the travel industry and was acquired by investors through Merrill Lynch. Adam attended Damelin College in South Africa where he completed his business studies and holds his 2nd degree black belt in Kung-Fu from the Shaolin Martial Arts Temple.

~~Cash~~Mr. Kerker is a professional with 15 years experience in finance and ~~Cash~~accounting. ~~Equivalents~~Most recently, he was the Director of Finance at Anheuser-Busch Sales of Los Angeles, an Anheuser-Busch-owned distributor with over $200 million in annual sales. Mr. Kerker earned a Bachelors of Science in Finance from California State University, Northridge and an MBA in Finance from UCLA’s Anderson School of Management, where he was a Harold M. Williams Fellow for graduating at the top of his class and won the J. Fred Preston Award for Achievement in Finance.

~~The~~Mr. ~~Company~~Short ~~considers~~earned ~~all~~his ~~highly~~undergraduate ~~liquid~~degree ~~instruments~~from ~~with~~the ~~maturity~~Ohio ofState ~~three~~University, ~~months~~Columbus, orOhio, ~~less~~Spring at1996. ~~the~~Mr. ~~time~~Short ofhas ~~issuance~~a tostrong bebackground ~~cash~~in ~~equivalents~~building businesses. AsA offormer ~~December~~executive 31in the skin care field, ~~2009~~he was most recently the Senior Vice President of sales and ~~2008~~marketing for a Southern California based skin care company, Medici Biotech. He oversaw the ~~Company~~company’s sales growth from $10,000 in monthly sales to $150,000 per month in less than two years. Mr. Short also had no10 ~~cash~~years ~~equivalents~~in the telecom industry with tremendous success. He received presidents club and many other awards monthly, quarterly and annually.

F-715-

~~Ethos~~Dr. ~~Environmental~~Chen is a co-founder and Chairman of Pacific Advantage International - a marketing and sales support organization that assists US and European information technology companies to establish sales and distribution channels in Asia-Pacific. He also is vice chairman at W.I. Harper, a venture capital firm operating in the US, China and Taiwan. Dr. Chen also serves on the board of directors of Solar Power, Inc. He brings over 20 years of top-level management experience in the healthcare industry, having held positions at Becton-Dickinson, Baxter Healthcare and Hygeia Sciences/Tambrands among others. Dr. Chen earned his Ph.D. in immunology from Harvard University and holds an M.S. and a B.S. in chemistry from Tufts University.

~~Notes~~Mrs. toHall has over 25 years of business experience. She has held positions in Sales, Marketing, General Management and Consulting in the ~~Consolidated~~UK ~~Financial~~and ~~Statements~~the U.S. across multiple categories including skin care, personal care, OTC medicines (Dermatology, Upper Respiratory, Gastro Intestinal, Analgesics, Natural Medicines) nutritionals, food and beverages. She has worked for United Biscuits, Cadbury Schweppes, SmithKline Beecham (now Glaxo SmithKline) and The Coca-Cola Company in the UK. She has worked for The Coca-Cola Company, Neutrogena Corporation (a division of Johnson & Johnson) and several start-up companies in the U.S. She is currently on the Board of Directors of Outside Labs. Mrs. Hall holds a degree in History and a subsidiary in Politics from Leeds University in the UK.

~~(expressed~~Family ~~in US dollars)~~Relationships

2There are no family relationships between or among the directors, executive officers or persons nominated or charged by the Company to become directors or executive officers.

~~Summary~~Involvement ofin ~~Significant~~Legal ~~Accounting Policies (continued)~~Proceedings

dTo our knowledge, during the past 10 years, no event specified in Item 401(f) of Regulation S-K occurred with respect to a present or former director or executive officer of the Company.

~~Accounts~~Code ~~Receivable~~of Conduct and Ethics

~~Accounts~~We ~~receivable~~have ~~are~~adopted ~~stated~~a atCode ~~their~~of ~~principal~~Conduct ~~balances~~ and ~~are~~Ethics ~~non-interest~~that ~~bearing~~applies ~~and~~to ~~unsecured. Management~~all ~~conducts a periodic review~~ of ~~the~~our ~~collectability~~executive ofofficers ~~accounts receivable~~ and ~~deems~~directors, ~~all~~including ~~unpaid~~but ~~amounts~~not ~~greater~~limited ~~than 30 days~~ to beour ~~past~~principal ~~due. If~~executive ~~uncertainty~~officer ~~exists~~and ~~with~~principal ~~respect~~financial toofficer. ~~the~~Our ~~recoverability~~Code of ~~certain~~Ethics ~~amounts~~was ~~based~~filed onwith ~~historical experience or economic climate, management will establish an allowance against~~ the ~~outstanding~~SEC ~~receivables. At~~on ~~December~~April 3115, 2009 ~~and~~as ~~2008,~~part ~~the~~of ~~Company~~our ~~recorded~~Annual anReport ~~allowance~~on ~~for~~Form ~~doubtful accounts of $nil and $18,942, respectively~~10-K.

eSection 16(a) Beneficial Ownership Reporting Compliance

~~Inventory~~Under U.S. securities laws, directors, executive officers and any persons beneficially owning more than 10% of our common stock are required to report their initial ownership of the common stock and most changes in that ownership to the SEC. The SEC has designated specific due dates for these reports, and we are required to identify in this Annual Report on Form 10-K those persons who did not file these reports when due. Based solely on our review of copies of the reports filed with the SEC and written representations of our directors and executive officers, we believe all persons subject to these reporting requirements filed the reports on a timely basis in 2010.

~~Inventory~~Item ~~is comprised of raw materials, work-in-progress, and finished goods of its fuel reformulating products and is recorded at the lower of cost or net realizable value on a first in first out (FIFO) basis~~11. The Company establishes inventory reserves for estimated obsolete or unmarketable inventory equal to the differences between the cost of inventory and the estimated realizable value based upon assumptions about future and market conditions. Shipping and handling costs are classified as a component of cost of sales in the statement of operations.

f)Executive Compensation

~~Property~~Summary ~~and~~Compensation ~~Equipment~~Table

~~Property~~The ~~and~~following ~~equipment~~Summary ~~are~~Compensation ~~recorded~~Table atsets ~~cost.~~forth ~~Depreciation~~certain isinformation ~~calculated~~concerning oncompensation ~~the~~for ~~straight-line~~services ~~method~~rendered ~~over~~in ~~the~~all ~~estimated~~capacities ~~useful~~during ~~lives~~our oflast ~~the~~two ~~assets.~~fiscal ~~Leasehold~~years ~~improvements~~awarded ~~are~~to, ~~amortized~~earned ~~over~~by ~~the shorter of the anticipated lease term~~ or ~~the~~paid ~~estimated useful life. The Company's policy is~~ to ~~capitalize~~our ~~items~~Chief ~~with~~Executive aOfficer ~~cost greater than $4,000~~ and anour ~~estimated~~other ~~useful~~two ~~life~~highest ~~greater~~paid ~~than~~executive ~~one~~officers ~~year.~~during ~~The Company reviews all property and equipment for impairment at least annually. Typically,~~ the ~~company~~last ~~amortizes~~fiscal ~~its assets over a 5-~~year ~~period , with~~ (the ~~exception~~Named ofExecutives) ~~building~~for ~~which~~the islast ~~amortized~~two onfiscal ~~a 25-year basis~~years.

g)-16-

~~Revenue~~SUMMARY ~~Recognition~~COMPENSATION TABLE

The Company will recognize revenue from the sale of its fuel reformulating products in accordance with ASC 605, Revenue Recognition. Revenue will be recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is provided, and collectibility is assured.


Name and Principal Position	Year		Salary		Bonus		Option Awards		All Other Compensation			Total Compensation
Matthew Nicosia		2010	$	-	$	-	$	-	$	-		$	-
CEO and Chairman		2009		-		-		-		-			-

Adam Vincent Gilmer		2010	$	4,500	$	-	$	-	$	500,000	⁽¹⁾	$	504,500
President		2009		-		-		-		-			-

Daniel Kerker		2010	$	5,000	$	-	$	-	$	-		$	5,000
Chief Financial Officer		2009		-		-		-		-			-
(1) Stock-based compensation – Granted 10,000,000 Pre-Merger shares valued at $0.05 per share

hWe entered into an employment agreement with Matthew Nicosia, our Chief Executive Officer. Mr. Nicosia is required to perform the duties and function of his office and capacity under the supervisory authority of our Board of Directors. The employment agreement provides for an initial term of two years (commencing on December 31, 2010) and automatic one-year renewals thereafter, unless the agreement is terminated by advance written notice of either party. Under the terms of the employment agreement, Mr. Nicosia receives a base salary in the amount of $275,000 per annum, subject to such adjustments as our Board of Directors may approve from time to time. Mr. Nicosia is entitled to a sales bonus of one percent of total sales payable monthly. Mr. Nicosia also is entitled to participate in and receive such other benefits and compensation (including, without limitation, any profit sharing or stock option plan) that the Company may furnish to other management personnel or employees generally. The agreement further provides that Mr. Nicosia is entitled to 30 vacation days and reimbursement of all reasonable expenses incurred in connection with the performance of his duties under the agreement.

~~Basic~~We may terminate the employment agreement with Mr. Nicosia for cause or by reason of his death or disability. Mr. Nicosia may terminate the employment agreement for any reason by advance written notice. If the employment agreement is terminated by reason of death or disability, the Company will be required to pay to Mr. Nicosia or his spouse, heirs or representatives a severance amount equal to 12 months’ base salary plus all reimbursable expenses incurred through the date of termination. If we terminate the employment agreement for cause or if Mr. Nicosia terminates the agreement other than for good reason, Mr. Nicosia will be entitled to the base salary earned and ~~Diluted~~reimbursable ~~Net~~expenses ~~Loss~~incurred ~~Per~~through ~~Share~~the date of termination. If Mr. Nicosia terminates the employment agreement for good reason or if we terminate the employment agreement for any reason not specified above, Mr. Nicosia will be entitled to remaining base salary otherwise payable during the initial term and expenses incurred through the date of termination.

~~The~~Under ~~Company computes net loss per share in accordance with ASC 260, Earnings Per Share, which requires presentation of both basic and diluted earnings per share (EPS) on~~ the ~~face~~terms of the ~~income~~employment ~~statement.~~agreement ~~Basic~~with ~~EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period~~Mr. ~~Diluted~~Nicosia, ~~EPS~~we ~~gives~~are ~~effect~~required to ~~all~~purchase ~~dilutive~~directors’ ~~potential common shares outstanding during the period using the treasury stock method~~ and ~~convertible~~officers’ ~~preferred~~liability ~~stock~~insurance ~~using the~~ if~~-converted~~ ~~method.~~we Inprovide ~~computing~~such ~~diluted~~insurance ~~EPS,~~to ~~the~~our ~~average~~other ~~stock~~executives ~~price~~and ~~for~~such ~~the~~insurance ~~period~~ is ~~used~~available inat ~~determining~~commercially ~~the~~reasonable ~~number~~rates. ofIf ~~shares assumed to be purchased from~~ the ~~exercise~~Company ofmerges ~~stock~~with ~~options~~ or ~~warrants.~~is ~~Diluted~~acquired ~~EPS~~by ~~excludes~~another ~~all~~company, ~~dilutive~~the ~~potential~~acquiring ~~shares~~company ifwill ~~their~~be ~~effect~~required isto ~~anti~~assume ~~dilutive. As~~our atrights ~~December 31, 2009~~ and ~~2008,~~obligations under the ~~Company~~employment ~~had~~agreement nowith ~~potentially~~Mr. ~~dilutive shares as net income per share was negative~~Nicosia.

iWe entered into an employment agreement with Adam Vincent Gilmer, our President. Mr. Gilmer was required to perform the duties and function of his office and capacity under the supervisory authority of our Board of Directors. The employment agreement provided for an initial term of two years (commenced on December 31, 2010) and automatic one-year renewals thereafter, unless the agreement was terminated by advance written notice of either party. Under the terms of the employment agreement, Mr. Gilmer received a base salary in the amount of $270,000 per annum, subject to such adjustments as our Board of Directors may approve from time to time. Mr. Gilmer was entitled to a sales bonus of one percent of total sales payable monthly. Mr. Gilmer also was entitled to participate in and receive such other benefits and compensation (including, without limitation, any profit sharing or stock option plan) that the Company may furnish to other management personnel or employees generally. The agreement further provided that Mr. Gilmer was entitled to 30 vacation days and reimbursement of all reasonable expenses incurred in connection with the performance of his duties under the agreement.

~~Comprehensive~~Effective ~~Loss~~August 19, 2011, the Board of Directors terminated Adam Vincent Gilmer as President of the Company. The role of President and CEO was combined and Matt Nicosia, the Company’s CEO, assumed the duties of President. Pursuant to the Employment Agreement with Mr. Gilmer, any termination of employment is also deemed to be a voluntary resignation from the Board of Directors. As a result of the termination, one vacancy was created on the Board of Directors.

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at December 31, 2009 and 2008, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.-17-

jWe entered into an employment agreement with James C. Short, our Chief Relations Officer. Mr. Short is required to perform the duties and function of his office and capacity under the supervisory authority of our Board of Directors. The employment agreement provides for an initial term of two years (commencing on December 31, 2010) and automatic one-year renewals thereafter, unless the agreement is terminated by advance written notice of either party. Under the terms of the employment agreement, Mr. Short receives a base salary in the amount of $120,000 per annum, subject to such adjustments as our Board of Directors may approve from time to time. Mr. Short is entitled to a sales bonus of one percent of total sales payable monthly. Mr. Short also is entitled to participate in and receive such other benefits and compensation (including, without limitation, any profit sharing or stock option plan) that the Company may furnish to other management personnel or employees generally. The agreement further provides that Mr. Short is entitled to 30 vacation days and reimbursement of all reasonable expenses incurred in connection with the performance of his duties under the agreement.

~~Financial~~We ~~Instruments~~may terminate the employment agreement with Mr. Short for cause or by reason of his death or disability. Mr. Short may terminate the employment agreement for any reason by advance written notice. If the employment agreement is terminated by reason of death or disability, the Company will be required to pay to Mr. Short or his spouse, heirs or representatives a severance amount equal to 12 months’ base salary plus all reimbursable expenses incurred through the date of termination. If we terminate the employment agreement for cause or if Mr. Short terminates the agreement other than for good reason, Mr. Short will be entitled to the base salary earned and reimbursable expenses incurred through the date of termination. If Mr. Short terminates the employment agreement for good reason or if we terminate the employment agreement for any reason not specified above, Mr. Short will be entitled to remaining base salary otherwise payable during the initial term and expenses incurred through the date of termination.

~~ASC~~Under ~~820, Fair Value Measurements, requires an entity to maximize~~ the ~~use~~terms of ~~observable~~the ~~inputs~~employment ~~and~~agreement ~~minimize~~with ~~the~~Mr. ~~use~~Short, ofwe ~~unobservable~~are ~~inputs~~required ~~when~~to ~~measuring~~purchase ~~fair~~directors’ ~~value.~~and Itofficers’ ~~establishes~~liability ainsurance ~~fair~~if ~~value~~we ~~hierarchy~~provide ~~based~~such oninsurance ~~the~~to ~~level~~our ofother ~~independent,~~executives ~~objective~~and ~~evidence~~such ~~surrounding~~insurance ~~the~~is ~~inputs~~available ~~used~~at tocommercially ~~measure~~reasonable ~~fair value~~rates. AIf ~~financial~~the ~~instrument’s~~Company ~~categorization~~merges ~~within~~with ~~the~~or ~~fair~~is ~~value~~acquired ~~hierarchy~~by isanother ~~based~~company, ~~upon~~ the ~~lowest~~acquiring ~~level~~company ofwill ~~input~~be ~~that~~required ~~is significant~~ to ~~the~~assume ~~fair~~our ~~value~~rights ~~measurement.~~and Itobligations ~~prioritizes~~under the ~~inputs~~employment ~~into~~agreement ~~three~~with ~~levels~~Mr. ~~that may be used to measure fair value:~~Short.

~~F-8~~We entered into an employment agreement with Daniel Kerker, our Chief Financial Officer. Mr. Kerker is required to perform the duties and function of his office and capacity under the supervisory authority of our Board of Directors. Employment under the agreement is at will. Under the terms of the employment agreement, Mr. Kerker receives a base salary in the amount of $220,000 per annum, subject to such adjustments as our Board of Directors may approve from time to time. Mr. Kerker is entitled to a sales bonus of one quarter of one percent (0.25%) of total sales payable monthly. Mr. Kerker was also granted 5,000,000 options under the 2010 Incentive Plan which will vest over two years. Mr. Kerker also is entitled to participate in and receive such other benefits and compensation (including, without limitation, any profit sharing or stock option plan) that the Company may furnish to other management personnel or employees generally. The agreement further provides that Mr. Kerker is entitled to 15 vacation days and reimbursement of all reasonable expenses incurred in connection with the performance of his duties under the agreement.

~~Ethos~~Under ~~Environmental~~the ~~Inc~~terms of the employment agreement with Mr. Kerker, we are required to purchase directors’ and officers’ liability insurance if we provide such insurance to our other executives and such insurance is available at commercially reasonable rates. If the Company merges with or is acquired by another company, the acquiring company will be required to assume our rights and obligations under the employment agreement with Mr. Kerker.

~~Notes~~Outstanding toEquity ~~the~~Awards ~~Consolidated~~at ~~Financial~~Fiscal ~~Statements~~Year-End

~~(expressed~~We adopted our 2010 Incentive Plan in USDecember ~~dollars)~~2010. Directors, officers, employees and consultants are eligible to receive awards under the plan. The following is a summary of the sole award made to an officer under the plan.


Outstanding Equity Awards at Fiscal Year-End
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options	Option Exercise Price ($)	Option Expiration Date
Daniel Kerker	--	--	5,000,000	$0.025	12/31/2020

~~Summary of Significant Accounting Policies (continued)~~-18-

~~Level~~Compensation 1of Directors

~~Level~~Our 1directors ~~applies~~currently todo ~~assets~~not receive any cash compensation for service on our Board of Directors or ~~liabilities~~any committee thereof, but they may be reimbursed for ~~which~~certain ~~there~~expenses ~~are~~in ~~quoted~~connection ~~prices~~with attendance at meetings of our Board of Directors and committees thereof. From time to time, we may grant to our directors options to purchase shares of our common stock and provide them with other incentive-based forms of compensation payable in ~~active~~our ~~markets~~company’s ~~for~~securities. ~~identical~~At ~~assets~~the ordate ~~liabilities~~of this Annual Report on Form 10-K, no options to purchase shares of our common stock were outstanding.

~~Level~~On 2June 15, 2010, Matthew Nicosia was granted 15,000,000 pre-Merger shares of common stock as compensation for service on our Board of Directors. Five million (5,000,000) shares vested upon signing with the remaining ten million (10,000,000) shares vesting over 24 months. Upon closing of the Merger, all unvested shares were vested.

~~Level~~On 2June ~~applies~~15, to2010, ~~assets~~Francis orChen ~~liabilities~~was ~~for~~granted ~~which~~15,000,000 ~~there~~pre-Merger ~~are~~shares ~~inputs~~of ~~other~~common ~~than~~stock ~~quoted prices that are observable for the asset or liability such~~ as ~~quoted~~compensation ~~prices~~ for ~~similar~~service ~~assets~~on orour ~~liabilities~~Board inof ~~active~~Directors. ~~markets;~~Five ~~quoted~~million ~~prices~~(5,000,000) ~~for~~shares ~~identical~~vested ~~assets~~upon orsigning ~~liabilities in markets~~ with ~~insufficient~~the ~~volume~~remaining orten ~~infrequent~~million ~~transactions~~ (~~less active markets~~10,000,000); orshares ~~model-derived~~vesting ~~valuations~~over in24 ~~which~~months. ~~significant~~Upon ~~inputs~~closing ~~are~~of ~~observable~~the ~~or can be derived principally from~~Merger, orall ~~corroborated~~unvested ~~by,~~shares ~~observable~~were ~~market data~~vested.

~~Level~~On 3June 15, 2010, Jan Hall was granted 5,000,000 pre-Merger shares of common stock as compensation for service on our Board of Directors, vesting over 24 months. Upon closing of the Merger, all unvested shares were vested.

~~Level~~Indemnification ~~3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement~~ of ~~the~~Directors ~~fair~~and ~~value of the assets or liabilities.~~Officers

~~The~~Our ~~Company’s~~Articles ~~financial~~of ~~instruments~~Incorporation ~~consist~~contain ~~principally~~provisions that eliminate the personal liability of ~~cash~~our directors and officers to the fullest extent permitted by Nevada law. Our Articles of Incorporation and Bylaws authorize us to provide indemnification to our directors and officers and persons who are or were serving at our request as a director, ~~accounts~~officer, ~~receivable~~manager or trustee of another corporation or of a partnership, ~~other~~limited ~~assets~~liability company, ~~accounts~~joint ~~payable~~venture, ~~and~~trust ~~accrued~~or ~~liabilities.~~other ~~Pursuant~~enterprise to ~~ASC~~the ~~820,~~fullest ~~the~~extent ~~fair~~permitted ~~value~~by Nevada law. Our Articles of ~~cash~~Incorporation isand ~~determined~~Bylaws ~~based~~also onauthorize ~~“Level~~us, 1”by ~~inputs~~action of our Board of Directors, ~~which~~to ~~consist~~provide indemnification to employees and agents of ~~quoted~~the ~~prices~~Company inand ~~active~~persons ~~markets~~who ~~for~~are ~~identical~~serving ~~assets.~~or ~~The~~did ~~recorded~~serve ~~values~~at our request as an employee or agent of ~~all~~another corporation or of a partnership, limited liability company, joint venture, trust or other ~~financial~~enterprise ~~instruments~~with ~~approximate~~the ~~their~~same ~~current~~scope ~~fair~~and ~~values~~effect ~~because~~as ofprovided ~~their~~to ~~nature~~our directors and ~~respective~~officers ~~maturity~~as ~~dates~~described above. We have not entered into any indemnification agreement with any of our directors or ~~durations~~officers.

k)We anticipate obtaining director and officer liability insurance with respect to possible director and officer liabilities arising out of certain matters, including matters arising under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to provisions of our Articles of Incorporation or Bylaws, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

~~Foreign~~Audit, ~~Currency~~Compensation ~~Translation~~and Nominating Committees

~~The~~Our ~~Company’s~~shares ~~functional~~of ~~and~~common ~~reporting~~stock ~~currency~~are iscurrently ~~the~~trading ~~United~~on ~~States~~the ~~dollar.~~OTC ~~Monetary~~Pink, ~~assets~~which ~~and~~does ~~liabilities~~not ~~denominated~~require incompanies ~~foreign~~to ~~currencies~~maintain ~~are~~audit, ~~translated~~compensation inor ~~accordance~~nominating ~~with SFAS No~~committees. 52Considering ~~“Foreign Currency Translation” using~~ the ~~exchange~~fact ~~rate~~that ~~prevailing~~we atare ~~the~~an ~~balance~~early ~~sheet~~stage ~~date.~~company, ~~Gains~~we ~~and~~do ~~losses~~not ~~arising~~maintain onstanding ~~translation~~audit, orcompensation ~~settlement of foreign currency denominated transactions~~ or ~~balances~~nominating ~~are~~committees. ~~included~~The infunctions ~~the~~typically ~~determination~~associated ofwith ~~income.~~these ~~Foreign~~committees ~~currency transactions~~ are ~~primarily~~performed ~~undertaken~~by inour ~~Canadian~~entire ~~dollars.~~Board ~~The~~of ~~Company has not~~Directors, towhich ~~the~~currently ~~date~~consists of ~~these~~five ~~financial statements~~members, ~~entered~~none ~~into~~of ~~derivative~~whom ~~instruments~~was toconsidered ~~offset~~independent ~~the~~as ~~impact~~ of ~~foreign~~December ~~currency~~31, ~~fluctuations~~2010.

l)Item 12.

~~Advertising~~Security ~~Costs~~Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

~~Advertising~~Security ~~costs~~Ownership ~~are~~of ~~expensed~~Certain asBeneficial ~~incurred~~Owners and are recorded in the consolidated financial statements as selling expense. For the years ended December 31, 2009 and 2008, the Company recorded advertising costs of $36,627 and $152,260, respectively. Management

mThe following table sets forth, as of September 21, 2011, information concerning ownership of the Company’s securities by (i) each director, (ii) each executive officer, (iii) all directors and executive officers as a group and (iv) each person known to the Company to be the beneficial owner of more than five percent (5%) of each class of the Company’s capital stock.

~~Stock~~-~~based Compensation~~19-

The ~~Company~~number ~~records~~and ~~stock-based~~percentage ~~compensation~~of inshares ~~accordance~~beneficially ~~with~~owned ~~ASC~~includes ~~718,~~shares ~~Share-Based~~as ~~Payments,~~to ~~using~~which the ~~fair~~named ~~value~~person ~~method.~~has ~~All~~sole ~~transactions in which goods~~ or ~~services~~shared ~~are~~voting ~~the~~power ~~consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received~~ or ~~the~~investment ~~fair~~power ~~value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees~~ and ~~the~~shares ~~cost~~that of the ~~services~~named ~~received~~person ashas ~~consideration are measured and recognized based on~~ the ~~fair~~right ~~value~~to ofacquire ~~the~~within ~~equity~~60 ~~instruments issued~~days.


NAME AND ADDRESS OF BENEFICIAL OWNER	BENEFICIAL OWNERSHIP OF SHARES OF COMMON STOCK	PERCENTAGE OF CLASS

Matthew Nicosia c/o Regeneca, Inc. 1 Technology, Suite C-515 Irvine, CA 92618	78,108,893¹	7.74%
Francis Chen c/o Regeneca, Inc. 1 Technology, Suite C-515 Irvine, CA 92618	50,206,357	4.98%
James C. Short c/o Regeneca, Inc. 1 Technology, Suite C-515 Irvine, CA 92618	105,451,807²	10.45%
Adam Vincent Gilmer c/o Regeneca, Inc. 1 Technology, Suite C-515 Irvine, CA 92618	36,916,438	3.66%
Jan Hall c/o Regeneca, Inc. 1 Technology, Suite C-515 Irvine, CA 92618	18,458,219	1.83%
Daniel R. Kerker c/o Regeneca, Inc. 1 Technology, Suite C-515 Irvine, CA 92618	-0-	0.0%
GreenBridge Capital Partners IV, LLP 20130 Via Cellini Porter Ranch, CA 91326	181,513,956	17.99%
MKM Opportunity Master Fund Limited 1515 Broadway, 11^th Floor New York, NY 10036	84,212,589	8.35%
IME Capital LLC c/o Regeneca, Inc. 1 Technology, Suite C-515 Irvine, CA 92618	59,989,212	5.95%
All directors and executive officers, as a group (6 persons)	289,141,714	28.66%

~~Impairment of Long-lived Assets~~1.

~~The~~Includes ~~Company~~36,916,438 ~~evaluates~~shares ~~the recoverability of long-lived assets~~ and ~~the~~18,458,219 ~~related~~shares ~~estimated~~held ~~remaining~~in ~~lives~~two atfamily ~~each~~trusts ~~balance~~over ~~sheet~~which ~~date~~Mr. ~~The~~ ~~Company~~Nicosia ~~records~~shares anvoting ~~impairment~~and ordispositive ~~change~~power. inAlso ~~useful~~includes ~~life~~22,734,236 ~~whenever~~shares ~~events~~held orby ~~changes~~Vivakor, inInc., ~~circumstances~~of ~~indicate~~which ~~that~~Mr. Nicosia is the ~~carrying~~CEO. ~~amount~~Mr. ~~may~~Nicosia ~~not~~disclaims bebeneficial ~~recoverable~~ownership orof ~~the~~all ~~useful~~shares ~~life~~held ~~has~~by ~~changed~~Vivakor, Inc.

~~F-9~~2.

~~Ethos~~Includes ~~Environmental~~369,165 ~~Inc~~shares held as a joint tenant with Mr. Short’s spouse. Also includes 8,176,992 shares held by S&G Global Consulting Corp., of which Mr. Short is a director and an officer. Mr. Short disclaims beneficial ownership of all shares held by S&G Global Consulting Corp. Also includes 59,989,212 shares held by IME Capital LLC, of which Mr. Short is the Manager. Mr. Short disclaims beneficial ownership of all shares held by IME Capital LLC.

~~Notes to the Consolidated Financial Statements~~-20-

~~(expressed~~Securities inAuthorized USfor ~~dollars)~~Issuance Under Equity Compensation Plans

2. 2010 Stock Incentive Plan

~~Summary~~Effective as of ~~Significant~~December ~~Accounting~~31, ~~Policies~~2010, our Board of Directors adopted the Company’s 2010 Incentive Plan (~~continued~~which later was amended by our Board of Directors effective as of January 20, 2011) (the “2010 Incentive Plan”). The 2010 Incentive Plan reserves 242,000,000 shares of our common stock for issuance in connection with stock options, stock awards and other equity-based awards. The description set forth below summarizes the principal terms and conditions of the 2010 Incentive Plan, does not purport to be complete and is qualified in its entirety by reference to the 2010 Incentive Plan, a copy of which is an Exhibit to our Definitive Information Statement on Schedule 14C filed with the SEC on May 24, 2011. As of December 31, 2010, there were 30,000,000 shares subject to varying vesting periods granted under employment contracts with four employees. The 2010 Incentive Plan was approved by stockholders of the Company by written consent effective as of February 15, 2011. See our Definitive Information Statement on Schedule 14C filed with the SEC on May 24, 2011.

o)General. The primary objectives of the 2010 Incentive Plan are to:

~~Income Taxes~~·

~~The~~attract ~~Company accounts for income taxes using the asset~~ and ~~liability~~retain ~~method~~selected inkey ~~accordance with ASC 740~~employees, ~~“Income~~consultants ~~Taxes”. The asset~~ and ~~liability~~directors; method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

~~As of December 31, 2009 and 2008, the Company did not have any amounts recorded pertaining to uncertain tax positions.~~·

~~The~~encourage ~~Company~~their files federal and provincial income tax returns in Canada. The Company may be subject to a reassessment of federal and provincial income taxes by Canadian tax authorities for a period of three years from the date of the original notice of assessment in respect of any particular taxation year. For Canadian and U.S. income tax returns, the open taxation years range from 2002 to 2011. Tax authorities of Canada have not audited any of the Company’s income tax returns for the open taxation years noted above.commitment;

~~The Company recognizes interest and penalties related to uncertain tax positions in tax expense. During the years ended December 31, 2009 and 2008, there were no charges for interest or penalties.~~·

p)motivate superior performance;

~~Recent Accounting Pronouncements~~·

Infacilitate ~~March~~attainment ~~2010,~~of ~~the~~ownership ~~FASB~~interests (Financial Accounting Standards Board) issued Accounting Standards Update 2010-11 (ASU 2010-11), “Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives.” The amendments in ~~this Update are effective for each reporting entity at~~ the beginning of its first fiscal quarter beginning after June 15, 2010. Early adoption is permitted at the beginning of each entity’s first fiscal quarter beginning after issuance of this Update. The adoption of this standard is not expected to have a material effect on the Company~~’s consolidated financial statements.~~ ;

In February 2010, the FASB Accounting Standards Update 2010-10 (ASU 2010-10), “Consolidation (Topic 810): Amendments for Certain Investment Funds.” The amendments in this Update are effective as of the beginning of a reporting entity’s first annual period that begins after November 15, 2009 and for interim periods within that first reporting period. Early application is not permitted. The adoption of this standard is not expected to have a material effect on the Company’s consolidated financial statements. ·

Inalign ~~February~~personal ~~2010,~~interests ~~the~~with ~~FASB~~those issued ASU No. 2010-09 “Subsequent Events (ASC Topic 855) “Amendments to Certain Recognition and Disclosure Requirements” (“ASU No. 2010-09”). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption of ~~this~~our ~~standard~~stockholders; ~~is not expected to have a material effect on the Company’s consolidated financial statements.~~ and

In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010. The adoption of this standard is not expected to have a material effect on the Company’s consolidated financial statements. ·

Fenable them to share in the long-10term growth and success of the Company.

~~Ethos~~Shares ~~Environmental~~Subject ~~Inc~~to 2010 Incentive Plan. The number of shares of our common stock reserved under the 2010 Incentive Plan is 242,000,000. The number of shares available under both the 2010 Incentive Plan and outstanding incentive awards are subject to adjustments to prevent enlargement or dilution of rights resulting from stock dividends, stock splits, recapitalization or similar transactions, or resulting from a change in applicable laws or other circumstances.

~~Notes~~Administration. toThe 2010 Incentive Plan is administered by a committee, which is appointed by our Board of Directors, and which consists of not less than one director or, if the ~~Consolidated~~Company ~~Financial~~is ~~Statements~~a publicly held corporation (as defined in the 2010 Incentive Plan), two directors, each of whom (i) fulfills the “non-employee director” requirements of Rule 16b-3 under the Securities Exchange Act of 1934, (ii) is certified by our Board of Directors as an independent director and (iii) fulfills the “outside director” requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended, and the regulations and other authority promulgated thereunder by the appropriate governmental authority (collectively, the “Code”). Notwithstanding the foregoing, the committee will consist of our entire Board of Directors before the time a committee has been established by our Board of Directors and with respect to any proposed grant of an incentive award for an outside director.

The committee is authorized to, among other things, select grantees under the 2010 Incentive Plan and determine the size, duration and type, as well as terms and conditions (~~expressed~~which need not be identical) of each incentive award. The committee also construes and interprets the 2010 Incentive Plan and all related incentive agreements. All determinations and decisions of the committee are final, conclusive and binding on all parties. We have agreed to indemnify members of the committee against any damage, loss, liability, cost or expense arising in USconnection ~~dollars~~with any claim, action, suit or proceeding by reason of any action taken or failure to act under the 2010 Incentive Plan (including such indemnification for a person’s own sole concurrent negligence or strict liability), except for any such act or omission constituting willful misconduct or gross negligence.

2Eligibility. Our employees, consultants and outside directors are eligible to participate in the 2010 Incentive Plan as determined by the committee.

~~Summary~~Types of ~~Significant~~Incentive ~~Accounting~~Awards. ~~Policies~~Under ~~(continued)~~the 2010 Incentive Plan, the committee may grant incentive awards that may be any of the following:

p)·

~~Recent~~incentive ~~Accounting~~stock ~~Pronouncements~~options ~~(continued)~~as defined in Section 422 of the Code;

In October 2009, FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.·

~~The~~“nonstatutory” ~~Company~~stock has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.options;

3.·

~~Inventory~~stock appreciation rights;

	December 31, 2009 $	December 31, 2008 $
Raw Materials	61,883	161,211
Finished Goods	27,795	61,933
	89,678	223,144

4.shares of restricted stock;

~~Property and Equipment~~·

			Net Book Value
	Cost $	Accumulated Amortization $	December 31, 2009 $	December 31, 2008 $
Building	2,712	814	1,898	2,441
Computers	54,726	54,552	174	820
Equipment	226,694	206,745	19,949	48,793
Furniture and Fixtures	25,570	24,599	971	6,647
	309,702	286,710	22,992	58,701

performance units and performance shares;

5.·

~~Other~~other ~~Assets~~stock-based awards; and

~~As at December 31, 2009, the Company made security deposits of $417,917 (2008 - $405,417) relating to the Company’s property and equipment.~~ ·

6supplemental payments dedicated to the payment of income taxes.

~~Notes Payable~~-21-

a)Incentive stock options and nonstatutory stock options together are called “options.” The terms of each incentive award will be reflected in an incentive agreement between us and the grantee.

AsOptions. atGenerally, ~~December~~options ~~31,~~must ~~2009,~~be exercised within five or 10 years of the ~~Company~~grant ~~owed~~date. ~~$nil~~Incentive ~~(2008~~stock -options ~~$31,580)~~may only be granted to anemployees, ~~investor~~and ~~for~~the ~~funding~~exercise price of each incentive stock option or nonstatutory stock option may not be less than 100% of the ~~Company’s~~fair ~~operations~~market value of a share of our common stock on the date of grant. ~~The~~ ~~amount~~To ~~owing~~the isextent ~~unsecured,~~that ~~due~~the ~~interest~~aggregate atfair ~~10%~~market ~~per~~value ~~annum~~of shares of our common stock with respect to which incentive stock options are exercisable for the first time by any employee during any calendar year exceeds $100,000, ~~and~~such ~~due~~options onmust ~~demand~~be treated as nonstatutory stock options. As atThe ~~December~~exercise 31price of each option is payable in cash or, ~~2009~~in the committee’s discretion, by the ~~Company~~delivery ~~owed~~of ~~$nil~~shares ~~(2008~~of -our ~~$750)~~common stock owned by the optionee, or by withholding shares that otherwise would be acquired upon the exercise of ~~accrued~~the ~~interest~~option, ~~which~~or by any combination of the two. The committee has ~~been~~the ~~recorded~~authority innot ~~accrued~~to ~~liabilities~~permit options to be exercised by the delivery of shares to the extent deemed appropriate to avoid adverse accounting consequences.

b)Stock Appreciation Rights. Generally, stock appreciation rights must be exercised within 10 years of the grant date. Upon exercise of a stock appreciation right, the holder will receive cash, shares of our common stock or a combination of the two, as specified in the related incentive agreement, the aggregate value of which equals the amount by which the fair market value per share of our common stock on the date of exercise exceeds the exercise price of the stock appreciation right, multiplied by the number of shares underlying the exercised portion of the stock appreciation right. A stock appreciation right may be granted in tandem with or granted independently of a nonstatutory stock option. Stock appreciation rights will be subject to such terms and conditions as determined by the committee and specified in the incentive agreement.

AsRestricted atStock. ~~December~~Restricted ~~31,~~stock ~~2009,~~may ~~the~~be ~~Company~~subject ~~owed~~to ~~$950,000~~substantial ~~(2008~~risk -of ~~$150~~forfeiture,~~000)~~ in a ~~Promissory~~restriction ~~Note~~on ~~Agreement~~transferability ~~(the~~or ~~“Agreement”)~~rights ~~with~~of arepurchase ~~third~~or ~~party. Under~~first ~~the~~refusal ~~terms~~in of the ~~Agreement~~Company, ~~the~~as ~~amounts~~determined ~~owing~~by ~~are~~the ~~unsecured,~~committee ~~due~~and ~~interest~~specified atin ~~10%~~the ~~per~~incentive ~~annum,~~agreement. ~~and~~Unless ~~due~~otherwise onspecified ~~demand. As~~in atthe ~~December~~incentive 31agreement, ~~2008,~~during the ~~Company~~period ~~owed~~of ~~$35,000~~restriction ~~(2008~~a -grantee ~~$1,250)~~will have all other rights of ~~accrued~~a ~~interest~~stockholder, ~~which~~including ~~has~~the ~~been~~right ~~recorded~~to invote ~~accrued~~the ~~liabilities~~shares and receive the dividends paid thereon.

FPerformance Units and Performance Shares. Performance units and performance shares may be granted to employees and consultants. For each performance period, the committee will establish specific financial or non-11financial performance criteria, the number of performance units or performance shares and their contingent values, which values may vary depending on the degree to which such objectives are met. The committee may establish performance goals applicable to performance shares or performance units based upon criteria in one or more of the following categories: (i) performance of the Company as a whole, (ii) performance of a segment of the Company’s business and (iii) individual performance. The performance criteria may differ among grantees. The performance criteria need not be based on an increase or positive result and may include, for example, maintaining the status quo or limiting economic loss.

~~Ethos~~Other ~~Environmental~~Stock-Based ~~Inc~~Awards. Other stock-based awards are awards denominated or payable in, valued in whole or in part by reference to, shares of our common stock. The committee may determine the terms and conditions of other stock-based awards, provided that, in general, the amount of consideration to be received by us will be either no consideration other than services rendered (in the case of the issuance of shares) or, in the case of an award in the nature of a purchase right, consideration (other than services rendered) at least equal to 50% of the fair market value of the shares covered by such grant on the grant date. To the extent that the Company is a publicly held corporation and that a stock appreciation right is intended to qualify for the performance-based exception or to the extent it is intended to be exempt from Section 409A of the Code, the exercise price per share of our common stock may not be less than 100% of fair market value of a share of our common stock on the date of the grant of the stock appreciation right. Payment or settlement of other stock-based awards will be in shares of our common stock or in other consideration as specified by the committee in the incentive agreement.

~~Notes~~Supplemental Payments for Taxes. The committee may grant, in connection with an incentive award (except for incentive stock options), a supplemental payment in an amount not to exceed the ~~Consolidated~~amount ~~Financial~~necessary ~~Statements~~to pay the federal and state income taxes payable by a grantee with respect to the incentive award and the receipt of such supplemental payment.

~~(expressed in US dollars)~~-22-

6Termination of Employment and Change in Control. Except as provided in the applicable incentive agreement, if the grantee’s employment or other service with us is terminated other than due to his death, disability, retirement or for cause, then his then vested incentive awards remain exercisable for 90 days after such termination. If his termination is due to disability or death, then his vested incentive awards remain exercisable for one year following such termination. Upon his retirement, his vested incentive awards remain exercisable for six months, except for incentive stock options, which by statute may remain exercisable for only up to three months. Upon a termination for cause, all outstanding incentive awards, whether or not vested, expire at the opening of business on the date of such termination. If we undergo a “change in control,” all restrictions on restricted stock and other stock-based awards will be deemed satisfied, all outstanding options and stock appreciation rights become immediately exercisable, and all of the performance shares and performance units and other stock-based awards become fully vested and deemed earned in full. These provisions could in some circumstances have the effect of an “anti-takeover” defense because they could make a takeover more expensive.

~~Notes~~Incentive ~~Payable~~Awards ~~(continued)~~Nontransferable. No incentive award may be assigned, sold or otherwise transferred by a grantee, other than by will or by the laws of descent and distribution, or be subject to any encumbrance, pledge, lien, assignment or charge. An incentive award may be exercised during the grantee’s lifetime only by the grantee or the grantee’s legal guardian. However, in the discretion of the committee, the incentive agreement for a nonstatutory stock option may provide that the nonstatutory stock option is transferable to immediate family. The 2010 Incentive Plan contains provisions permitting such a transfer if approved by the committee and included in the incentive agreement.

c)Amendment and Termination. Our Board of Directors may amend or terminate the 2010 Incentive Plan at any time, subject to all necessary regulatory and stockholder approvals. No termination or amendment of the 2010 Incentive Plan will adversely affect in any material way any outstanding incentive award previously granted to a grantee without his consent.

AsDistributor atStock ~~December~~Incentive 31, 2009, the Company owed $500,000 (2008 - $500,000) in a Nonrecourse Loan (the “Loan”) to a third party. Under the terms of the Loan, the amounts are unsecured, due interest at 10% per annum, and due on October 1, 2009. Subsequent to October 1, 2009, the Loan was continued under the same terms, with the exception of payment being due on demand. As at December 31, 2009, the Company owed $50,000 (2008 - $10,417) of accrued interest, which is recorded in accrued liabilities.Plan

dEffective as of December 31, 2010, our Board of Directors adopted the Company’s Distributor Stock Incentive Plan (the “Distributor Stock Incentive Plan”). The Distributor Stock Incentive Plan covers an aggregate of 50,000,000 shares of our common stock. The description set forth below summarizes the principal terms and conditions of the Distributor Stock Incentive Plan, does not purport to be complete and is qualified in its entirety by reference to the Distributor Stock Incentive Plan, a copy of which is an Exhibit to our Definitive Information Statement on Schedule 14C filed with the SEC on May 24, 2011. The Distributor Stock Incentive Plan was approved by stockholders of the Company by written consent effective as of February 15, 2011. See our Definitive Information Statement on Schedule 14C filed with the SEC on May 24, 2011.

AsThe atDistributor ~~December~~Stock ~~31,~~Incentive ~~2009,~~Plan ~~the~~provides ~~Company~~for ~~owed~~the ~~$250,000~~payment ~~(2008~~of -compensation ~~$300,000)~~ to adistributors ~~third~~of ~~party. The~~the ~~amount~~Company’s ~~owing~~products isin ~~unsecured,~~shares ~~due~~of ~~interest~~our atcommon ~~12%~~stock. ~~per annum~~Officers, directors and ~~due~~any onperson ~~demand. On~~beneficially ~~January~~owning 8,at ~~2009,~~least ~~the~~10% ~~Company~~of ~~replaced~~any ~~$50,000~~class of ~~12%~~Company ~~note~~securities ~~payable~~cannot ~~with~~participate ~~one~~in ~~$50,000~~the ~~unit~~Distributor ofStock ~~convertible~~Incentive ~~debenture~~Plan ~~(refer~~and toshall ~~Note~~not ~~7(b)). As~~receive atawards ~~December~~or ~~31,~~rights ~~2009,~~under the ~~Company~~Distributor ~~owed~~Stock ~~$29,342~~Incentive ~~(2008 - $27,000) of accrued interest, which is recorded in accrued liabilities~~Plan.

eUnder the Distributor Stock Incentive Plan, distributors of the Company’s products may be granted rights to purchase or acquire or receive (including direct awards) up to an aggregate of 50,000,000 shares of our common stock, which, as of December 31, 2010, the Company issued to the Distributor Stock Incentive Trust (the “Trust”). The Trust is the current record holder of such 50,000,000 shares. The current trustee of the Trust (the “Trustee”) is Christopher A. Wilson, Esq., a partner in the law firm of Wilson, Haglund & Paulsen, P.C., the Company’s outside securities legal counsel. Mr. Wilson is not eligible to participate in the Distributor Stock Incentive Plan and will not receive any award or rights under the Distributor Stock Incentive Plan. As of December 20, 2011, no shares have been issued from the Trust.

AsAll atshares ~~December~~granted ~~31,~~under ~~2009,~~ the ~~Company~~Distributor ~~owed~~Stock ~~$50,000~~Incentive Plan (~~2008~~including -direct ~~$nil~~awards of shares) towill ahave ~~third~~and ~~party. The~~be ~~amount~~subject ~~owing~~to isthe ~~unsecured,~~terms ~~due~~and ~~interest~~conditions atset ~~10%~~forth ~~per~~in ~~annum,~~the Distributor Stock Incentive Plan and ~~due~~the onrespective ~~demand~~agreements governing such shares. As atShares ~~December~~under ~~31,~~the ~~2009~~Distributor Stock Incentive Plan may (but need not) be subject to various vesting schedules, as established from time to time by guidelines for the Company’s ~~owed~~Distributor $2Program. If shares awarded under the Distributor Stock Incentive Plan do not vest,~~055~~ ~~(2008~~then -the ~~$nil)~~shares will become available again for award under the Distributor Stock Incentive Plan. At the date of ~~accrued~~this ~~interest~~Annual Report on Form 10-K, ~~which~~no isshares ~~recorded~~have inbeen ~~accrued~~awarded ~~liabilities~~under the Distributor Stock Incentive Plan to any person.

f)-23-

AsThe atTrustee ~~December~~is ~~31,~~authorized ~~2009,~~under the ~~Company~~Distributor ~~owed~~Stock ~~$nil~~Incentive Plan to determine the terms and conditions of each right (~~2008~~including -direct ~~$285,000~~awards of shares) granted under the Distributor Stock Incentive Plan. The Trustee also is authorized under the Distributor Stock Incentive Plan to aaward ~~third~~or ~~party,~~sell ~~net~~shares of ~~discount~~our ofcommon ~~$nil~~stock ~~(2008~~reserved -under ~~$15,000)~~the Distributor Stock Incentive Plan pursuant to a stock award agreement or a stock purchase agreement. ~~The~~ ~~amount~~Every ~~owing~~such isaward ~~unsecured,~~or ~~due~~sale ~~interest~~will atbe ~~10%~~subject ~~per~~to ~~annum,~~all applicable terms and ~~due~~conditions onof ~~demand. As~~the atDistributor ~~December~~Stock ~~31,~~Incentive ~~2009,~~Plan and may be subject to other terms and conditions that are not inconsistent with the ~~Company~~Distributor ~~owed~~Stock ~~$nil~~Incentive ~~(2008~~Plan -and ~~$12,500)~~that ofthe ~~accrued~~Trustee ~~interest,~~deems ~~which~~appropriate isfor ~~recorded~~inclusion in ~~accrued~~such ~~liabilities~~stock award agreement or stock purchase agreement. ~~Refer~~ toThe ~~Note~~provisions ~~7(d)~~of such stock award agreements and/or stock purchase agreements entered into under the Distributor Stock Incentive Plan need not be identical.

7Under the Distributor Stock Incentive Plan, the Trustee may determine at the time of making an award thereunder or thereafter that such award will become fully vested in the event that the Company is a party to a merger or reorganization or other transaction that constitutes a “Change in Control” as defined in the Distributor Stock Incentive Plan.

~~Convertible~~Our ~~Debentures~~Board of Directors may not amend the Distributor Stock Incentive Plan except with the approval of the Company’s stockholders. Any amendment of the Distributor Stock Incentive Plan will not affect shares previously issued or any award previously granted under the Distributor Stock Incentive Plan.

aThe Distributor Stock Incentive Plan will terminate automatically 10 years after its adoption by our Board of Directors; provided, however, that our Board of Directors, in its sole discretion, may terminate the Distributor Stock Incentive Plan at any time. The Trustee will not be able to grant rights to acquire or receive (including direct awards of) shares under the Distributor Stock Incentive Plan after it has terminated, except upon exercise of rights that were granted by the Trustee before the date of termination of the Distributor Stock Incentive Plan in accordance with its terms.

OnEquity ~~August~~Compensation 3,Plan 2009, the Company issued units (the “August Units”) of convertible promissory notes. Under the terms of the note agreement, each August Unit is comprised of a $100,000 convertible note, due interest at 12% per annum, secured by the Company’s assets, and due in two years from the date of issuance, and convertible into common shares of the Company at the option of the note holder at a conversion rate of $0.225 per common share. Furthermore, each August Unit includes 100,000 share purchase warrants, where each warrant allows the warrant holder to purchase one additional common share of the Company at $0.30 per common share for a period of three years from the date of issuance. During the year ended December 31, 2009, the Company issued two units for cash proceeds of $200,000. In accordance with ASC 470, Debt – Debt with Conversions and Other Options, the Company determined that the multiple financial instruments issued in the convertible promissory notes resulted in an allocation of the fair value between the convertible note and the share purchase warrants which resulted in a discount on the convertible notes of $146,258 that was recorded against the note payable and a corresponding credit to additional paid-in capital. As at December 31, 2009, the Company has recognized accretion expense of $21,198 (2008 - $nil), which increased the carrying value of the August Units to $74,940 (2008 - $nil).Information


Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)
Plans approved by security holders
2010 Stock Incentive Plan (1)	30,000,000	$0.025	212,000,000
Distributor stock incentive plan (1)	None	Not Applicable	50,000,000
Plans not approved by security holders	None	Not Applicable	None

~~From November 2008 to June 2009, the Company issued units~~ (~~the “12% Units”~~1) ofRepresents ~~convertible~~plans ~~promissory~~approved ~~notes. Under the terms of the note agreement, each 12% Unit is comprised of a $50,000 convertible note due interest at 12% per annum, secured~~ by ~~the~~stockholders ~~Company’s~~on ~~assets,~~February ~~and due in two years from the date of issuance~~15, ~~and convertible into common shares of the Company at the option of the note holder at a conversion rate of $0.25 per common share. Furthermore~~2011, ~~each~~effective ~~12%~~as ~~Unit includes 100,000 share purchase warrants, where each warrant allows the warrant holder to purchase one additional common share~~ of ~~the Company at $0.25 per common share for a period of three years from the date of issuance. During the year ended~~ December 31, 2009, the Company issued seventeen units (2008 – two units) for cash proceeds of $850,000 (2008 - $100,000), and issued one unit (2008 – nil units) to settle a promissory note with a carrying value of $50,000 (2008 - $nil) (refer to Note 6(d))2010. In accordance with ASC 470, Debt – Debt with Conversions and Other Options, the Company determined that the multiple financial instruments issued in the convertible promissory notes resulted in an allocation of the fair value between the convertible note and the share purchase warrants which resulted in a discount on the convertible notes of $644,284 that was recorded against the note payable and a corresponding credit to additional paid-in capital. During the year ended December 31, 2009, three units ($150,000) were converted into common shares at $0.25 per common share, and one unit ($50,000) was repaid. As at December 31, 2009, the Company has recognized accretion expense of $167,199 (2008 - $1,378), which increased the carrying value of the remaining 12% Units to $324,293.

~~F-12~~Item 13.

~~Ethos~~Certain ~~Environmental~~Relationships ~~Inc.~~and Related Transactions, and Director Independence

~~Notes~~Related toParty ~~the~~Transactions ~~Consolidated Financial Statements~~

~~(expressed~~With inrespect USto ~~dollars)~~the transaction described below, we believe that the terms of such transaction were no less favorable to us than could have been obtained from unaffiliated third parties.

7The Company received advances from IME Capital LLC, of which James C. Short is the Manager, to cover general operating expenses in 2009 and 2010 totaling approximately $172,000. The Company has not reimbursed these advances through the date of this report.

~~Convertible Debentures (continued)~~-24-

c)Director Independence

OnAs ~~May~~of 11December 31, ~~2009~~2010, ~~the~~our ~~Company~~independent ~~issued~~directors ~~units~~were ~~(the~~Francis ~~“10%~~Chen ~~Units”)~~and ofJan ~~convertible promissory notes~~Hall. ~~Under~~ ~~the~~Since ~~terms~~our ofcommon ~~the~~stock ~~note agreement, each 10% Unit~~ is ~~comprised~~not oflisted aon ~~$25,000~~any ~~convertible~~national ~~note~~securities ~~due~~exchange ~~interest~~or atother ~~10% per annum~~market, ~~secured~~we byare ~~the~~not ~~Company’s~~subject ~~assets,~~to ~~and due in two years from~~ the ~~date~~independent ofdirector ~~issuance,~~ and ~~convertible~~audit ~~into~~committee ~~common~~membership ~~shares~~rules of ~~the~~such ~~Company at the option of the note holder at a conversion rate of $0~~exchanges.40 ~~per common share. Furthermore~~However, ~~each 10% Unit includes 50,000 share purchase warrants, where each warrant allows the warrant holder to purchase one additional common share of the Company at $0.40 per common share~~ for apurposes ~~period~~ of ~~three~~determining ~~years~~director ~~from~~independence, ~~the~~we ~~date~~use ~~of issuance. During~~ the ~~period~~standards ~~ended~~set ~~June~~forth ~~30,~~by ~~2009,~~ the ~~Company~~American ~~issued~~Stock ~~one unit for cash proceeds of $25,000~~Exchange. In accordance with ~~ASC~~the ~~470,~~American ~~Debt~~Stock –Exchange ~~Debt with Conversions and Other Options~~rules, ~~the~~a ~~Company~~director ~~determined~~is ~~that~~considered ~~the~~independent ~~multiple~~if ~~financial~~such ~~instruments~~service ~~issued~~as inan ~~the~~interim ~~convertible~~executive ~~promissory~~officer ~~notes~~was ~~resulted~~for ina anperiod ~~allocation~~ of ~~the~~less ~~fair~~than ~~value~~one ~~between~~year. ~~the~~We ~~convertible~~also ~~note~~considered ~~and~~ the ~~share~~related ~~purchase~~party ~~warrants~~transactions ~~which~~set ~~resulted~~forth inabove ato ~~discount on~~ the ~~convertible~~extent ~~notes~~such oftransactions ~~$19,196~~involved ~~that~~any ~~was~~of ~~recorded~~our ~~against~~independent ~~the~~directors, ~~note payable~~ and abelieve ~~corresponding~~that ~~credit~~such totransactions ~~additional~~do ~~paid-in~~not ~~capital. As~~prevent ~~at December 31, 2009,~~ the ~~Company~~directors ~~has~~listed ~~recognized~~herein ~~accretion~~as ~~expense~~independent offrom ~~$4,065,~~being ~~which~~considered ~~increased the carrying value of the 10% Units to $9,869~~independent.

d)Item 14.

OnPrincipal ~~January~~Accountant 9,Fees ~~2009, the Company terminated a $300,000 unsecured promissory note that was due interest at 10% per annum~~ and due on February 11, 2009 and replaced it with a new $550,000 promissory note that is unsecured, due interest at 10% per annum, and due on September 30, 2009. The promissory note is also convertible into common shares of the Company, at the option of the note holder, at $0.40 per common share. In addition, the Company terminated 1,000,000 and 500,000 share purchase warrants that were issued in August and September 2008 respectively, which allowed the warrant holder to purchase one additional common share of the Company at $0.37 and $0.30, respectively, and replaced it with 1,500,000 share purchase warrants which allows the warrant holder to purchase one additional common share of the Company at $0.25 per common share for a period of five years from the date of issuance. In May 2009, the note holder converted $100,000 of promissory note into 400,000 common shares of the Company. As at December 31, 2009, the Company has recognized accretion expense of $31,669 (2008 - $52,331) and owes $44,753 (2008 - $12,500) of accrued interest, which is recorded in accrued liabilities. Services

e)The following table presents fees for professional services billed by Squar, Milner, Peterson, Miranda & Williamson, LLP for the fiscal years ended December 31, 2010 and 2009

On January 1, 2009, the Company issued a convertible promissory note to settle professional services with a fair value of $50,000. Each promissory note is comprised of a $50,000, 12% unsecured convertible promissory note due two years from the date of issuance and convertible into common shares of the Company at the option of the note holder at a conversion rate of $0.25 per common share, and 100,000 share purchase warrants, where each warrant allows the warrant holder to purchase one additional common share of the Company at $0.25 per common share for a period of three years from the date of issuance. In accordance with ASC 470, Debt – Debt with Conversions and Other Options, the Company determined that the multiple financial instruments issued in the convertible promissory notes resulted in an allocation of the fair value between the convertible note and the share purchase warrants which resulted in a discount on the convertible notes of $11,457 that was recorded against the note payable and a corresponding credit to additional paid-in capital. During the year ended December 31, 2009, the promissory note was converted into common shares and resulted in the recognition of the unaccreted portion of the discount of $8,116. As at December 31, 2009, the Company has recognized accretion expense of $11,457.


		For the year ended December 31,
		2010		2009
Audit fees	$	26,000	$	12,500
Audit-related fees		-		-
Tax fees		-		-
All other fees		-		-
Total	$	26,000	$	12,500

8.Pre-Approval Policies

~~Common~~In ~~Shares~~order to ensure that the provision of such services does not impair the auditors’ independence, the Board of Directors pre-approves all auditing services performed for us by our independent auditors, as well as all permitted non-audit services. In determining whether or not to pre-approve services, the Board of Directors will consider whether the service is a permissible service under the rules and regulations promulgated by the SEC. The Board of Directors may, in its discretion, delegate to one or more of its members the authority to pre-approve any audit or non-audit services to be performed by the independent auditors, provided any such approval is presented to and approved by the full Board of Directors at its next scheduled meeting.

All ~~common~~services ~~shares~~rendered ~~issued~~by ~~for~~Squar, ~~non-cash~~Milner, ~~purposes~~Peterson ~~have~~Miranda ~~been~~and ~~valued~~Williamson ~~using~~for the ~~end~~years ended December 31, 2010 and 2009, were pre-~~of-day~~approved ~~market~~in ~~price~~accordance onwith the ~~date~~policies ofand ~~issuance~~procedures described above.

~~For~~PART ~~the Fiscal Year ended December 31, 2009~~IV

a)Item 15.

AsExhibits ~~at December 31, 2009, the Company authorized the issuance of 220,000 common shares with a fair value of $31,775 for services rendered. The common shares have not been issued~~ and ~~are~~Financial ~~recorded~~Statement ~~as common stock issuable.~~ Schedules

b)Financial Statements

OnSee ~~December~~Item ~~31,~~8 ~~2009,~~of ~~the~~this ~~Company~~Annual ~~issued~~Report ~~50,000~~on ~~common~~Form ~~shares with a fair value of $5,500 for services rendered~~10-K.

c)Schedules

OnNot ~~December 16, 2009, the Company issued 2,523,125 common shares with a fair value of $328,006 for the settlement of debt~~applicable.

d)-25-

OnIndex ~~December 14, 2009, the Company issued 345,800 common shares with a fair value of $38,038~~ to ~~settle note payable.~~Exhibits


Exhibit
Number	Description of Exhibit	Filing
3.01	Amended and Restated Articles of Incorporation	Filed with the SEC on May 24, 2011 as part of our Definitive Information Statement on Schedule 14C.
3.02	Amended and Restated Bylaws effective as of January 20, 2011	Filed herewith.
10.1	Agreement and Plan of Merger by and among Ethos Environmental, Inc., EEI Acquisition Corporation and Regeneca International, Inc. dated December 14, 2010	Filed with the SEC on January 4, 2011 as part of our Current Report on Form 8-K.
10.2	Employment Agreement with Matthew Nicosia	Filed with the SEC on January 4, 2011 as part of our Current Report on Form 8-K.
10.3	Employment Agreement with Adam Vincent Gilmer	Filed with the SEC on January 4, 2011 as part of our Current Report on Form 8-K.
10.4	Employment Agreement with James C. Short	Filed with the SEC on January 4, 2011 as part of our Current Report on Form 8-K.
10.5	Employment Agreement with Daniel Kerker	Filed with the SEC on January 4, 2011 as part of our Current Report on Form 8-K.
14.1	Code of Ethics	Filed with the SEC on April 15, 2009 as part of our Annual Report on Form 10-K.
16.1	Letter from former independent public accountant for the registrant, M&K CPAS, PLLC, dated September 16, 2011	Filed with the SEC on September 20, 2011 as part of our Current Report on Form 8-K.
21.1	List of Subsidiaries	Filed herewith.
31.01	Certification of Principal Executive Officer Pursuant to Rule 13a-14	Filed herewith.
31.02	Certification of Principal Financial Officer Pursuant to Rule 13a-14	Filed herewith.
32.01	Chief Executive Officer and Chief Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith.

~~On November 25, 2009, the Company issued 50,000 common shares with a fair value of $6,500 for services rendered.~~ -26-

f)SIGNATURES

OnIn ~~November~~accordance ~~24,~~with ~~2009~~Section 13 or 15(d) of the Exchange Act, the ~~Company~~registrant ~~issued~~has ~~100,000~~caused ~~common~~this ~~shares~~report ~~with~~to abe ~~fair~~signed ~~value~~on ofits ~~$15~~behalf by the undersigned,~~000~~ ~~for~~thereto ~~services~~duly ~~rendered~~authorized on the 20th day of December 2011.

~~F-13~~REGENECA, INC.

~~Ethos Environmental Inc.~~(registrant)

~~Notes~~By: /s/ toMatthew ~~the Consolidated Financial Statements~~Nicosia

~~(expressed~~Matthew ~~in US dollars)~~Nicosia

8.Chief Executive Officer (Principal Executive Officer) and Director

~~Common~~/s/ ~~Shares~~Daniel ~~(continued)~~Kerker

g)Daniel Kerker

OnChief ~~November~~Financial ~~20,~~Officer ~~2009,~~(Principal ~~the~~Financial ~~Company~~Officer ~~issued~~and ~~4,953,665~~Principal ~~with~~Accounting aOfficer) ~~fair~~and ~~value of $842,123 for services rendered.~~ Treasurer

~~For~~In accordance with the ~~Fiscal~~Exchange ~~Year~~Act, ~~ended~~this ~~December~~report 31has been signed below by the following persons on behalf of Ethos Environmental, ~~2009~~Inc. and in the capacities and on the dates indicated.


Signature	Position	Date
/s/ Matthew Nicosia Matthew Nicosia	Chief Executive Officer, President and Director (Principal Executive Officer)	December 20, 2011

/s/ Daniel Kerker Daniel Kerker	Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)	December 20, 2011

/s/ Christopher Wilson	Secretary	December 20, 2011
Christopher Wilson

/s/ James C. Short	Director	December 20, 2011
James C. Short

/s/ Dwight Baron	Director	December 20, 2011
Dwight Baron

/s/ Hector Sectzer	Director	December 20, 2011
Hector Sectzer

~~On November 20, 2009, the Company issued 43,312,543 with a fair value of $7,363,132 to a company controlled by directors of the Company for past services and interest payments.~~-27-

i)INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

OnReport ~~October 30, 2009, the Company issued 1,000,000 common shares with a fair value~~ of ~~$130,000~~Independent ~~for~~Registered ~~the~~Public ~~settlement~~Accounting ofFirm ~~debt.~~

j) F-1

OnConsolidated ~~October~~Balance ~~14,~~Sheets ~~2009, the Company issued 300,000 common shares with a fair value of $30,000 for services rendered.~~

k) F-2

OnConsolidated ~~October~~Statements ~~6, 2009, the Company issued 120,868 common shares with a fair value~~ of ~~$13,295~~Operations ~~for services rendered.~~

l) F-3

OnConsolidated ~~September~~Statements ~~4, 2009, the Company issued 70,147 common shares~~ of ~~the~~Stockholders’ ~~Company~~Equity ~~at $0.13 per share for consulting services with a fair value of $9,119.~~(Deficit)

m) F-4

OnConsolidated ~~August~~Statements ~~13, 2009, the Company issued 100,000 common shares~~ of ~~the~~Cash ~~Company~~Flows ~~at $0.20 per share for consulting services with a fair value of $20,000.~~

n) F-5

OnNotes ~~August~~to ~~6, 2009,~~ the ~~Company~~Consolidated ~~issued~~Financial ~~23,894~~Statements ~~common shares of the Company at $0.24 per share for consulting services with a fair value of $5,735.~~

o) F-6

~~On August 5, 2009, the Company issued 30,000 common shares of the Company at $0.22 per common share for consulting services with a fair value of $6,600.~~F-1

p)REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OnTo ~~August 5, 2009,~~ the ~~Company~~Board ~~issued 325,000 common shares~~ of ~~the~~Directors ~~Company~~and ~~to settle legal services with a fair value of $45,000. The common shares were valued at $71,500 resulting in a loss on settlement of debt of $26,500.~~Stockholders

q)Regeneca, Inc.

~~On August 5~~Irvine, ~~2009, the Company granted 60,000 common shares of the Company at $0.30 per common share for incentive shares with a fair value of $18,000. The common shares were issued on October 30, 2009.~~California

rWe have audited the accompanying consolidated balance sheets of Regeneca, Inc. (the “Company”) as of December 31, 2010 and 2009, and the related consolidated statements of operations, stockholders’ deficit and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

OnWe ~~August~~conducted 4,our ~~2009,~~audits in accordance with the standards of the Public Company ~~issued~~Accounting 63Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company was not required to have,~~143~~ ~~common~~nor ~~shares~~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 atinternal $0control over financial reporting.25 ~~per~~Accordingly, ~~share~~we ~~for~~express ~~consulting~~no ~~services~~such ~~with~~opinion. An audit includes examining, on a ~~fair~~test ~~value~~basis, ofevidence ~~$15~~supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management,~~786~~ as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

s)In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Regeneca, Inc. as of December 31, 2010 and 2009 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

OnThe ~~July~~accompanying ~~31,~~consolidated ~~2009,~~financial statements have been prepared assuming that the Company ~~issued~~will ~~800~~continue as a going concern. As discussed in Note 1 to the consolidated financial statements,~~000~~ ~~common~~the ~~shares~~Company athas an accumulated deficit of approximately $03.254 ~~per~~million ~~share~~at toDecember ~~convert~~31, 2010, has negative cash flow from operations of approximately $~~200~~262,000 offor ~~convertible~~the ~~promissory~~year ~~notes~~ended December 31, 2010, and ~~issued~~has 42negative working capital at December 31,~~389~~ 2010. The Company’s ability to ~~settle~~continue ~~accrued~~operations ~~interest~~is ofpredicated $9on its ability to raise additional capital and,~~220~~ ultimately, to achieve profitability. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

t)/s/ Squar, Milner, Peterson, Miranda & Williamson, LLP

OnNewport ~~July 24~~Beach, ~~2009, the Company issued 60,000 common shares at $0.17 per share for consulting services with a fair value of $10,200.~~California

u)December 19, 2011

~~On July 8, 2009, the Company issued 50,891 common shares at $0.19 per share for consulting services with a fair value of $9,669.~~F-2

v)REGENECA, INC.

On(Formerly ~~July~~Known 1,As ~~2009,~~Ethos ~~the Company issued 300~~Environmental,~~000~~ ~~common shares at $0~~Inc.23 per share to settle professional services with a fair value of $22,100. The common shares were valued at $69,000 resulting in a loss on settlement of debt of $46,900 and were issued on October 30, 2009. )

w) Consolidated Balance Sheets

OnFor ~~June 4, 2009,~~ the ~~Company~~Years ~~issued~~Ended 51December 31,~~000~~ ~~common~~2010 ~~shares~~and ~~of the Company with a fair value of $0.294 per share to settle professional fees with a fair value of $15,000.~~2009


		2010		2009
ASSETS

Current assets
Cash	$	216,476	$	2,672
Accounts receivable		1,982		1,083
Inventory		129,541		13,133
Prepaid license fee		102,638		102,638
Other current assets		8,027		37,525
Total current assets		458,664		157,051

Prepaid license fee – long-term		96,568		199,207
Furniture and equipment, net		6,302		6,801

Total assets	$	$61,534	$	363,059

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

Current liabilities
Accounts payable	$	208,902	$	4,298
Accrued liabilities		26,498		12,326
Convertible notes payable, net of discounts		204,717		-
Derivative liabilities		108,576		-
Advances payable to related parties		180,555		87,123
Total current liabilities		729,248		103,747

Commitments and contingencies (Note 7)

Stockholders’ (deficit) equity:
Common stock, $0.0001 par value; 1,000,000,000 shares authorized 824,444,037 and 152,539,852 shares issued and outstanding at December 31, 2010 and 2009, respectively		82,444		15,254
Additional paid-in capital		3,172,151		367,263
Accumulated deficit		(3,422,309)		(123,205)
Total stockholders’ (deficit) equity		(167,714)		259,312

Total liabilities and stockholders’ equity	$	561,534	$	363,059

OnThe ~~May~~accompanying ~~29,~~notes ~~2009,~~are ~~the~~an ~~Company~~integral ~~issued~~part ~~15,000~~of ~~common~~these ~~shares~~consolidated atfinancial $0statements.~~36 per common share to settle debt with a fair value of $5,400.~~

y)F-3

~~On May 29~~REGENECA, ~~2009, the Company issued 250,000 common shares at $0~~INC.~~36 per common share to settle debt with a fair value of $90,000.~~

~~F-14~~(Formerly Known As Ethos Environmental, Inc.)

~~Ethos~~ Consolidated ~~Environmental~~Statements ~~Inc.~~of Operations

~~Notes~~For to the ~~Consolidated~~Years ~~Financial~~Ended ~~Statements~~December 31, 2010 and 2009

(expressed in US dollars)


		2010		2009

Revenue	$	99,053		26,389
Cost of sales		25,780		3,053
Gross profit		73,273		23,336

Operating expenses
Depreciation and amortization		105,638		6,264
Selling, general and administrative		3,298,162		139,426
Total operating expenses		3,403,800		145,690

Total operating loss		(3,330,527)		(122,354)

Other (income) expense
Change in fair value of derivative liabilities		(37,717)		–
Interest expense		6,294		851
		(31,423)		851

Net loss before income taxes		(3,299,104)		(123,205)

Income taxes		–		–

Net loss	$	(3,299,104)	$	(123,205)

Net loss attributable to common stockholders per common share:
Basic and diluted	$	(0.01)	$	(0.00)
Weighted-average common shares outstanding:
Basic and diluted		267,021,669		123,687,133

8The accompanying notes are an integral part of these consolidated financial statements.

~~Common Shares (continued)~~F-4

z)REGENECA, INC.

On(Formerly ~~May~~Known ~~14,~~As ~~2009,~~Ethos ~~the Company issued 14~~Environmental,~~133~~ ~~common shares at $0~~Inc.~~40 per common share to settle accrued interest charges of $5,651 from outstanding promissory notes.~~)

~~For~~ Consolidated ~~the~~Statements ~~Fiscal~~of ~~Year~~Stockholders’ ~~ended~~Equity ~~December 31, 2009~~(Deficit)

~~aa)~~For the Years Ended December 31, 2010 and 2009

On May 14, 2009, the Company issued 10,000 common shares at $0.40 per common share, or $4,000 as incentive shares for the purchase of convertible promissory notes.


	Common Stock				Additional Paid-In		Accumulated		Total Stockholders’ Equity
	Shares		Amount		Capital		Deficit		(Deficit)

Stockholders’ equity balance at inception – January 9, 2009	–	$	–	$	–	$	–	$	–
Issuance of common stock for services	115,571,523		11,557		44,249		–		55,806
Issuance of common stock for cash	14,234,093		1,423		17,373		–		18,796
Issuance of common stock for license	22,734,236		2,274		305,641		–		307,915
Net loss	–		–		–		(123,205)		(123,205)
Stockholders’ equity balance –December 31, 2009	152,539,852	$	15,254	$	367,263	$	(123,205)	$	259,312
Issuance of common stock for services	257,876,762		25,787		2,714,510		–		2,740,297
Issuance of common stock for cash	50,453		5		3,545		–		3,550
Issuance of common stock for conversion of convertible note payable	9,999,427		1,000		127,231		–		128,231
Issuance of common stock in connection with the merger	403,977,543		40,398		(40,398)		–		–
Net loss	–		–		–		(3,299,104)		(3,299,104)
Stockholders’ deficit balance–December 31, 2010	824,444,037	$	82,444	$	3,172,151	$	(3,422,309)	$	(167,714)

~~bb)~~The accompanying notes are an integral part of these consolidated financial statements.

On May 12, 2009, the Company issued 400,000 common shares at $0.41 per common share, or $164,000, to settle outstanding promissory notes of $100,000. The Company recorded $64,000 as a loss on settlement of debt. F-5

~~cc)~~REGENECA, INC.

On(Formerly ~~April~~Known ~~22,~~As ~~2009,~~Ethos ~~the Company issued 15~~Environmental,~~000~~ ~~common shares at $0~~Inc.~~57 to settle debt with a fair value of $8,550.~~)

~~dd)~~ Consolidated Statements of Cash Flows

On April 21, 2009, the Company issued 363,000 common shares at $0.57 per common share, or $206,640, as incentive shares for the purchase of convertible promissory notes.


		For the year ended
		December 31, 2010		December 31, 2009

Cash flows from operating activities
Net loss	$	(3,299,104)	$	(123,205)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		105,638		6,264
Change in estimated fair value of derivative liabilities		(37,717)		–
Amortization of debt discount		1,010		–
Fair value of stock issued for services		2,740,297		55,806
Fair value of stock issued for conversion of interest payable		3,231		–
Changes in operating assets and liabilities:
Accounts receivable		(899)		(1,083)
Inventories		(116,408)		(13,133)
Other current assets		29,498		(37,525)
Accounts payable		204,604		4,298
Accrued liabilities		14,172		12,326
Advances payable to related parties		93,432		87,123
Net cash used in operating activities		(262,246)		(9,129)

Cash flows from investing activities
Purchases of furniture and equipment		(2,500)		(6,995)
Net cash used in investing activities		(2,500)		(6,995)

Cash flows from financing activities
Proceeds from issuance of convertible debentures		475,000		–
Net proceeds from sale of common stock for cash		3,550		18,796
Net cash provided by financing activities		478,550		18,796

Net increase in cash and cash equivalents		213,804		2,672

Cash – beginning of year		2,672		–

Cash – end of year	$	216,476	$	2,672

Supplemental disclosure of cash flow information
Interest paid during the year	$	1,291	$	135

Supplemental schedule of noncash investing and financing activities
Common stock issued in exchange for convertible note payable	$	128,231	$	–
Issuance of common stock in connection with prepaid license fee	$	–	$	307,915

~~ee)~~The accompanying notes are an integral part of these consolidated financial statements.

~~On April 1, 2009, the Company issued 33,000 common shares at $0.19 per common share, or $~~F-6~~,270, as incentive shares for the purchase of convertible promissory notes.~~

~~ff)~~REGENECA, INC.

On(Formerly ~~March~~Known ~~25,~~As ~~2009,~~Ethos ~~the Company issued 60~~Environmental,~~750~~ ~~common shares of the Company with a fair value of $7,898 as a settlement agreement for outstanding obligations owing by the Company~~Inc. )

~~gg)~~Notes to Consolidated Financial Statements

OnDecember ~~March 18~~31, ~~2009,~~2010 ~~the~~and ~~Company~~2009 ~~issued 33,000 common shares of the Company with a fair value of $4,950 as incentive shares for the purchase of convertible promissory notes.~~

~~hh)~~1.

OnOrganization ~~February~~and ~~9, 2009, the Company issued 66,000 common shares of the Company with a fair value of $13,200 as incentive shares for the purchase of convertible promissory notes.~~ Business

~~ii)~~Regeneca International, Inc. was formed on January 9, 2009 in Nevada to create and commercialize a family of natural and organic compound infused products designed to help improve health. The Company currently conducts operations primarily in the United States using a Direct Response Network Marketing business model. Sales are made to the consumer through the Company’s website and by independent representatives.

OnThe ~~February~~period 8from January 9, 2009, ~~the~~through ~~Company~~December ~~issued 100~~31,~~000~~ ~~common~~2009 ~~shares~~is ofreferred ~~the~~to ~~Company~~as ~~with~~the ayear ~~fair~~ended ~~value~~December ~~of $20~~31,~~000~~ ~~for~~2009 ~~marketing~~throughout ~~services~~these ~~incurred~~consolidated byfinancial astatements ~~consultant~~and tonotes ~~the Company~~thereto.

jjOn December 31, 2010, Regeneca International, Inc. merged into a wholly-owned subsidiary of the Company (the “Merger”), and in which the Company issued to the former stockholders of Regeneca International, Inc. 420,466,494 shares of its common stock such that, immediately after the Merger, Regeneca International, Inc.’s former stockholders owned approximately 51% of the combined post-Merger entity. The Company subsequently changed its name from “Ethos Environmental, Inc.” to “Regeneca, Inc.” The Merger was accounted for as a capital reorganization or a public shell “reverse merger,” and, as such, the consolidated financial statements reported herein reflect the operations of Regeneca, Inc. within the new capital structure of the Company.

OnGoing ~~January 28, 2009, the Company cancelled 210,000 common shares of the Company that were previously issued and returned the common shares to treasury.~~ Concern

~~kk)~~The financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of its liabilities in the normal course of business. Since inception, the Company has been engaged in obtaining financing, recruiting personnel, establishing office facilities and developing its sales and marketing strategy.

OnThe ~~January~~Company ~~26,~~does ~~2009,~~not have sufficient cash on hand to fund its administrative and other operating expenses or its proposed sales and marketing programs for the next twelve months. The Company’s ~~issued~~ability ~~400~~to become a profitable operating company is dependent upon obtaining financing adequate to fulfill its market introduction activities,~~000~~ ~~common~~and ~~shares~~achieving a level of revenues adequate to support the Company’s ~~with~~cost astructure. ~~fair~~Management ~~value~~intends to finance the Company’s operations from loans and advances from current stockholders, future public and private debt and equity offerings and proceeds from product sales. In 2011 through the date of this report, the Company issued $762,992,500 in convertible notes payable and issued common stock for $150,000 in cash. However, there can be no assurance that additional capital will be available, which may affect the Company’s ability to continue as a ~~settlement~~going ~~agreement~~concern. ~~for~~The ~~outstanding~~accompanying ~~obligations~~financial ~~owing~~statements bydo not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

~~ll)~~Risks and Uncertainties

OnThe ~~January~~Company’s ~~15,~~research ~~2009,~~and development activities and the manufacturing and marketing of the Company’s ~~issued~~products ~~150~~may be subject to the laws,~~000~~ ~~common~~regulations ~~shares~~and guidelines, and, in some cases, regulatory approvals, of governmental authorities in the United States and other countries in which the Company’s ~~with~~products aare ~~fair~~or ~~value~~will be marketed. Specifically, in the United States, the Food and Drug Administration (the “FDA”) regulates, among other areas, new drug and cosmetic product approvals, over the counter drugs and clinical trials of ~~$30~~new products and services to establish the proper labeling,~~000~~ ~~for~~safety ~~consulting~~and efficacy of these products and services and the accuracy of certain marketing claims.

mmOn May 27, 2011, the Company received a warning letter from the FDA dated May 25, 2011 (the “Warning Letter”). The Warning Letter asserts that the FDA tested lots of the Company’s dietary supplement, “RegenErect”, and concluded that it contained a pharmaceutical ingredient and is, therefore, subject to regulation as a new prescription drug, requiring FDA approval before introduction and delivery. FDA lab analysis has confirmed the presence of Sulfoaildenafil, an analogue of Sildenafil, making these products unapproved new drugs. Sildenafil is an FDA-approved drug used as treatment for male Erectile Dysfunction (“ED”). The active drug ingredient is not listed on the label for these products.

OnAccording ~~January~~to ~~14,~~the ~~2009~~FDA, ~~the~~use ~~Company~~of ~~issued~~these ~~600,000~~products ~~common~~may ~~shares~~pose ofa threat to consumers because the ~~Company~~analogue ~~for~~may ~~cash~~interact ~~proceeds~~with ofnitrates ~~$120~~found in some prescription drugs (such as nitroglycerin) and may lower blood pressure to dangerous levels. FDA has advised that consumers with diabetes,~~000~~ high blood pressure, high cholesterol, or heart disease often take nitrates. FDA has advised that ~~were~~ED ~~received~~is ~~during~~a ~~the~~common ~~year~~problem ~~ended~~in ~~December~~men 31with these conditions, ~~2008~~and consumers may seek these types of products to enhance sexual performance.

~~nn)~~F-7

OnThe ~~January~~FDA 8also asserts that, ~~2009~~because it is a new prescription drug, ~~the~~RegenErect ~~Company~~is ~~issued~~misbranded 66as a dietary supplement,~~000~~ ~~common~~and ~~shares~~that the advertising and promotional claims of the Company ~~with~~exceed athe ~~fair~~claims ~~value~~permitted offor ~~$11~~dietary supplements. The Warning Letter required the Company to respond within 15 days,~~880~~ asdisclosing ~~incentive~~the ~~shares~~specific ~~for~~steps taken to correct the ~~purchase~~alleged violations. The Company responded to the Warning Letter and also undertook a voluntary national recall of ~~convertible~~certain ~~promissory~~lots ~~notes~~of the Company’s “RegenErect” product.

~~oo)~~If unresolved, the claims in the Warning Letter would have a substantial impact on the Company’s ability to market and sell RegenErect and would materially affect the business, operations and financial condition of the Company. However, the Company believes that it can adequately address all of the FDA’s concerns without a material impact on the Company’s business. Nonetheless, the Company cannot give any assurance that the FDA will be satisfied with the Company’s response or remedial plan and cannot estimate the date on which these concerns will be resolved, if ever.

~~On January 8, 2009, the Company issued 25,000 common shares with a fair value of $3,750 for services rendered~~2.

~~pp)~~Summary of Significant Accounting Policies

~~On January 6, 2009, the Company issued 200,000 common shares of the Company for consulting services to June 2009 with~~ a ~~fair value of $30,000.~~ )

~~qq)~~Basis of Presentation and Principles of Consolidation

OnThese ~~January~~consolidated 1,financial ~~2009,~~statements and related notes are presented in accordance with accounting principles generally accepted in the ~~Company~~United ~~issued~~States. ~~1,000,000~~The ~~common~~consolidated ~~shares~~financial statements include the accounts of the Company ~~for~~and ~~consulting~~its ~~services~~wholly-owned tosubsidiary. ~~December~~All ~~2009~~intercompany ~~with~~transactions aand ~~fair~~balances ~~value~~have ofbeen ~~$180,000~~eliminated.

~~F-15~~b)

~~Ethos~~Use ~~Environmental~~of ~~Inc.~~Estimates

~~Notes~~The preparation of these consolidated financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the ~~Consolidated~~reported ~~Financial~~amounts ~~Statements~~of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to valuation allowances on accounts receivable and inventory, valuation and amortization policies on property and equipment, and valuation allowances on deferred income tax losses. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

~~(expressed in US dollars~~c)

8.Cash Equivalents

~~Common~~The ~~Shares~~Company ~~(continued)~~considers all highly liquid short-term investments with maturities of less than three months when acquired to be cash equivalents. The Company had no cash equivalents at December 31, 2010 and 2009.

rrd)

OnConcentration ~~January 1, 2009, the Company issued 33,000 common shares~~ of ~~the~~Credit ~~Company~~Risk ~~with~~and aOff-Balance ~~fair~~Sheet ~~value~~Risk ~~of $5,940 as incentive shares for the purchase of convertible promissory notes.~~

~~ss)~~The Company has no material concentrations of credit risk, nor is it a party to any financial instruments with material off-balance sheet risk. Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and accounts receivable. The Company places its cash with major financial institutions. An allowance for uncollectible accounts receivable is provided, based on past experience and a specific analysis of the accounts. There was no allowance for doubtful accounts at December 31, 2010 or 2009.

~~On January 1, 2009, the Company issued 300,000 common shares of the Company with a fair value of $54,000 for consulting services.~~ e)

~~For the Fiscal Year ended December 31, 2008~~Inventory

a)Inventory is stated at the lower of cost or market. Cost is based on the first in, first out method. The Company regularly reviews inventory quantities on hand and, when required, provisions are made to reduce excess and obsolete inventories to their estimated net realizable value. No such provision was recorded in 2010 or 2009.

For the year ended December 31, 2008, the Company authorized the issuance of 600,000 common shares at $0.20 per share for proceeds of $120,000 and 175,000 common shares for services with a fair value of $33,750. As at December 31, 2008, these common shares have not been issued. f)

b)Prepaid License Fees

OnPrepaid ~~December~~license ~~31,~~fees ~~2008,~~are ~~the~~capitalized ~~Company~~and ~~issued~~expensed ~~1,000,000~~over ~~common~~the ~~shares~~term of the ~~Company~~license atagreement ~~$0.18~~on ~~per~~a ~~common~~straight-line ~~share~~basis ~~for~~(see ~~consulting~~Note ~~services~~4 ~~with~~for afurther ~~fair value of $180,000~~information).

c)F-8

~~On December 31, 2008, the Company issued 500,000 common shares of the Company at $0.18 per common share with a fair value of $90,000.~~ g)

d)Fair Value of Financial Instruments

OnThe ~~December~~carrying 31amounts reflected in the balance sheets for cash, ~~2008~~accounts receivable, ~~the~~accounts ~~Company~~payable, ~~issued~~accrued 33liabilities,~~000~~ ~~common~~notes ~~shares~~payable, ofand ~~the~~advances ~~Company~~payable atall $0approximate their fair values due to their short-term maturities.18 ~~per~~Derivative ~~common~~liabilities ~~share~~recorded in connection with aembedded ~~fair~~conversion ~~value~~features of ~~$5,940~~certain ~~for~~convertible ~~incentive~~notes ~~shares~~payable asare ~~part~~reported ofat ~~the~~their ~~issuance~~estimated offair avalue, ~~private~~with ~~placement~~changes in fair value being reported in results of operations.

e)Because of the substantial initial debt discounts involved in the debt transactions discussed further in Note 5, management believes that it is not practicable to estimate the fair value of the remaining principal balance due under the Promissory Note at December 20, 2011 without incurring unreasonable costs. Furthermore, because of the scale of the discounts already recorded, management does not believe that an estimation of the fair value of the debt instruments would result in a materially different result than what the Company has already recorded. The fair value due of notes payable to related party are not determinable without unreasonable cost due to their related party nature.

~~On December 31, 2008, the Company issued 3,066,000 common shares of the Company at $0.18 per common share for compensation and incentive shares for a private placement with a fair value of $551,880.~~h)

f)Furniture and Equipment

OnFurniture and equipment are recorded at cost and depreciated on a straight-line basis over the lesser of their estimated useful lives of three years. At December 3031, ~~2008~~2010 and 2009, ~~the~~furniture ~~Company~~and ~~issued~~equipment 20were $6,~~000~~302 ~~common~~and ~~shares~~$6,801, respectively, net of ~~the~~accumulated ~~Company~~depreciation atof $~~0.16~~3,193 ~~per~~and ~~common~~$194, ~~share~~respectively. ~~for~~Betterments, ~~consulting~~renewals, ~~services~~and ~~with~~extraordinary arepairs ~~fair~~that ~~value~~extend the lives of $3the assets are capitalized; other repairs and maintenance charges are expensed as incurred. The cost and related accumulated depreciation applicable to assets sold or retired are removed from the accounts,~~200~~ and the gain or loss on disposition is recognized in current operations.

gi)

OnImpairment ~~December 16, 2008, the Company issued 100,000 common shares~~ of ~~the~~Long-Lived ~~Company at $0.15 per common share for settlement of debt with a fair value of $15,000 and had another 25,000 common shares issuable with a fair value of $3,750.~~Assets

h)Long-lived assets, which primarily consist of furniture and equipment, and prepaid license fees, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future undiscounted net cash flows expected to be generated by such assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company did not recognize any impairment loss for long-lived assets during 2010 or 2009.

On November 3, 2008, the Company issued 10,200,000 common shares of the Company at $0.15 per common share as penalty shares due under a Registration Rights Agreement as full and final settlement of all rights under the Registration Rights Agreement executed in October 2007 with a fair value of $1,530,000.j)

i)Revenue Recognition and Accounts Receivable

OnSales ~~November~~primarily 3represent sales generated to consumers and independent representatives less any discounts and other deductions. The Company recognizes revenue upon delivery, ~~2008~~when both title and the risks and rewards of ownership pass to the independent representatives. More specifically, the Company ~~issued~~recognizes ~~200,000~~revenues ~~common~~when ~~shares~~all ~~with~~of the following conditions exist: a) ~~fair~~persuasive ~~value~~evidence of ~~$26~~an arrangement exists in the form of an accepted purchase order; b) delivery has occurred,~~000~~ ~~for~~based on shipping terms, or services have been rendered; c) the Company’s price to the buyer is fixed or determinable, as documented on the accepted purchase order; and d) collectibility is reasonably assured. The Company provides for an estimated allowance for sales returns based on historical product return experience. There was no such allowance at December 31, 2010 or 2009.

j)Other revenue represents shipping and handling fees billed to consumers and independent representatives.

~~On November 3, 2008, the Company cancelled 13,600,000 common shares of the Company and returned the common shares to treasury.~~ l)

k)Selling, General and Administrative Expenses

OnSelling, ~~October~~general 1,and ~~2008,~~administrative ~~the~~expenses ~~Company~~include ~~issued~~costs ~~393,818~~associated ~~common~~with ~~shares~~selling; ofmarketing; ~~the~~and ~~Company~~distribution atactivities, ~~$0.22~~including ~~per~~shipping ~~common~~and ~~share~~handling ~~for~~costs ~~consulting~~(see ~~services~~below); ~~with~~advertising; ainformation ~~fair~~technology; ~~value~~and ofother ~~$84~~administrative costs,~~947~~ including finance, legal and human resource functions.

lm)

OnShipping ~~August~~and ~~21,~~Handling ~~2008, the Company issued 909,091 common shares of the Company at $0.33 per common share in a Stock Purchase Agreement, as noted in Note 5(a), for cash proceeds of $300,000.~~

m)Shipping and handling costs are included in selling, general and administrative expenses, and are expensed as incurred and amounted to $14,350 in 2010 and $662 in 2009.

~~On August 15, 2008, the Company issued 25,000 common shares of the Company at $0.29 per common share for consulting services with a fair value of $7,250.~~ n)

n)Advertising

OnAdvertising ~~August~~costs 1,are ~~2008,~~included ~~the~~in ~~Company issued 35~~selling,~~299~~ ~~common~~general ~~shares~~and ofadministrative ~~the~~expenses ~~Company~~and atare ~~$0.32~~expensed ~~per~~as ~~common~~incurred ~~share~~and ~~for~~amounted ~~services~~to ~~with a fair value of~~ $1022,~~000. The~~110 ~~value~~in of2010 ~~the~~and ~~common~~none ~~shares on the date of issuance was $11,296, resulting~~ in ~~a loss on settlement of debt of $1,296~~2009.

o)F-9

On July 10, 2008, the Company issued 34,632 common shares of the Company at $0.38 per common share for services with a fair value of $10,000. The value of the common shares on the date of issuance was $13,160, resulting in a loss on settlement of debt of $3,160. o)

FStock-16based Compensation

~~Ethos~~The ~~Environmental~~Company ~~Inc~~records stock-based compensation in accordance with ASC 718, Share-Based Payments, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

~~Notes to the Consolidated Financial Statements~~p)

~~(expressed~~Derivative ~~in US dollars)~~Instruments

8We evaluate free-standing derivative instruments (or embedded derivatives) to properly classify such instruments within equity or liabilities in our consolidated financial statements.

~~Common~~The ~~Shares~~classification ~~(continued)~~of a derivative instrument is reassessed at each reporting date. If the classification changes as a result of events during a reporting period, the instrument is reclassified as of the date of the event that caused the reclassification. There is no limit on the number of times a contract may be reclassified.

~~For~~Instruments classified as derivative liabilities are remeasured each reporting period (or upon classification) and the ~~Fiscal~~change ~~Year~~in ~~ended~~fair ~~December~~value ~~31,~~is ~~2008~~recorded on our consolidated statement of operations in other (income) expense.

pq)

OnBeneficial ~~June~~Conversion ~~17,~~Feature ~~2008, the Company issued 100,000 common shares~~ of ~~the~~Convertible ~~Company~~Notes ~~at $0.31 per common share for professional fees with a fair value of $31,000.~~ Payable

qThe convertible feature of certain notes payable provides for a rate of conversion that is below market value. Such feature is normally characterized as a "Beneficial Conversion Feature" ("BCF"). We measure the estimated fair value of the BCF in circumstances in which the conversion feature is not required to be separated from the host instrument and accounted for separately, and record that value in the consolidated financial statements as a discount from the face amount of the notes. Such discounts are amortized to interest expense over the term of the notes.

On June 4, 2008, the Company issued 45,257 common shares of the Company at $0.44 per common share for services with a fair value of $20,000. The value of the common shares on the date of issuance was $19,913, resulting in a gain on settlement of debt of $87. r)

r)Net Loss per Share

OnBasic ~~May~~net 5,loss ~~2008,~~per share is calculated by dividing the ~~Company~~net ~~issued~~loss ~~1,522,630~~by the weighted-average number of common shares ofoutstanding for the ~~Company~~period, atwithout $0consideration for common stock equivalents.51 Diluted net loss per common share asis ~~penalty~~computed ~~shares~~by dividing the net loss by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method if their effect is dilutive. For all periods presented, the effects of all stock-based awards were anti-dilutive due ~~under~~to athe ~~Registration~~net ~~Rights~~loss ~~Agreement~~incurred ~~with~~and atherefore, ~~fair~~they ~~value~~were not included in the computation of ~~$776~~per share amounts. At December 31,~~541~~ 2010 and December 31, 2009, there were 30,000,000 and 0 options to acquire shares of common stock outstanding, respectively. At December 31, 2010, the total numbers of shares that were available to convertible note holders was 15,555,556.

OnIncome April 22, 2008, the Company issued 61,321 common shares of the Company at $0.60 per common share for services with a fair value of $41,000. The value of the common shares on the date of issuance was $36,793, resulting in a gain on settlement of debt of $4,207. Taxes

t)The Company uses the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and the tax reporting basis of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The Company provides a valuation allowance against net deferred tax assets unless, based on the available evidence, it is more likely than not that the deferred tax assets will be realized.

OnThe ~~April~~Company 1follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, ~~2008~~Income Taxes as it Pertains to Uncertain Tax Positions. ASC 740 requires that uncertain tax positions are evaluated in a two-step process, whereby 1) the Company ~~issued~~determines ~~373,476~~whether ~~common~~it ~~shares~~is more likely than not that the tax positions will be sustained based on the technical merits of the position, and 2) for those tax positions that meet the more likely than not recognition threshold, the Company atwould ~~$0.70~~recognize ~~per~~the ~~common~~largest ~~share~~amount asof ~~penalty~~tax ~~shares~~benefit ~~due~~that ~~under~~is agreater ~~Registration~~than ~~Rights~~fifty ~~Agreement~~percent likely to be realized upon ultimate settlement with athe ~~fair~~related ~~value~~tax ofauthority. ~~$261~~Management does not believe the Company had any uncertain tax positions at December 31,~~433~~ 2010 and 2009.

ut)

OnSegments ~~March 7, 2008, the Company issued 10,000 common shares~~ of ~~the Company at $0.90 per common share for professional fees with a fair value of $9,000.~~Business

v)ASC 280-10, Segment Reporting requires entity-wide disclosures about the products and services that an entity provides, the material countries in which it holds assets and reports revenues and its major customers. The Company currently operates in one segment.

~~On February 20, 2008, the Company issued 369,322 common shares of the Company at $1.23 per common share as penalty shares due under a Registration Rights Agreement with a fair value of $454,266.~~ F-10

wu)

OnSignificant ~~February~~Recent ~~20,~~Accounting 2008, the Company issued 36,050 common shares of the Company at $1.23 per common share for services with a fair value of $44,600. The value of the common shares on the date of issuance was $44,342 resulting in a gain on settlement of debt of $258. Pronouncements

xIn January 2010, the FASB issued Accounting Standards Update (“ASU”) 2010-06, Improving Disclosures about Fair Value Measurements amending ASC 820, Fair Value Measurements and Disclosures requiring additional disclosure and clarifying existing disclosure requirements about fair value measurements. ASU 2010-06 requires entities to provide fair value disclosures by each class of assets and liabilities, which may be a subset of assets and liabilities within a line item in the statement of financial position. The additional requirements also include disclosure regarding the amounts and reasons for significant transfers in and out of Level 1 and 2 of the fair value hierarchy and separate presentation of purchases, sales, issuances and settlements of items within Level 3 of the fair value hierarchy. The guidance clarifies existing disclosure requirements regarding the inputs and valuation techniques used to measure fair value for measurements that fall in either Level 2 or Level 3 of the hierarchy. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances and settlements which is effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. There was no impact from the Company’s adoption of this guidance.

~~On January 25, 2008, the Company issued 20,500 common shares of the Company at $1~~3.~~33 per common share for services with a fair value of $27,265.~~

y)Inventory

OnInventory ~~January~~consists ~~7, 2008, the Company issued 40,000 common shares~~ of the ~~Company~~following at ~~$2.10~~December ~~per~~31, ~~common~~2010 ~~share~~and ~~for services with a fair value of $84,000.~~ 2009:


		December 31, 2010		December 31, 2009

Packaging	$	-	$	777
Finished goods		129,541		12,356

Total	$	29,541	$	13,133

~~Share Purchase Warrants~~4.

OnLicense August 1, 2008, the Company issued 1,000,000 share purchase warrants at an exercise price of $0.37 per share for a period of five years from the date of issuance. On September 30, 2008, the Company issued 500,000 share purchase warrants at an exercise price of $0.30 per share for a period of five years from the date of issuance. On January 8, 2009, the Company cancelled the 1,500,000 share purchase warrants issued in August and September 2008, and replaced them with 1,500,000 new share purchase warrants with an exercise price of $0.25 for a period of five years from the date of issuance. This resulted in an additional stock-based compensation expense of $28,379 calculated using the Black-Scholes option pricing model. Agreement

OnIn ~~January~~December 1, 2009, the Company ~~issued~~entered ~~400~~into a license agreement with Vivakor,~~000~~ ~~share~~Inc. ~~purchase~~(“Vivakor”), ~~warrants~~a aspublicly ~~part~~traded company and related party by way of common executive officers, whereby the ~~12%~~Company ~~Units~~has been granted exclusive worldwide distribution rights to Vivakor’s VivaBoost nutraceutical beverage in the direct-to-consumer market. ~~Each~~ ~~warrant~~The ~~grants~~Company has agreed to purchase $5,000,000 in product over the ~~holder~~initial thirty-six month term and, in the event specified purchase milestones are not met during the initial thirty-six month term, Vivakor has the option to ~~purchase~~modify ~~one~~or ~~additional~~terminate ~~common~~the ~~share~~agreement upon 60 days notice. Upon execution of the license agreement, the Company issued to Vivakor 22,734,236 of its common shares, which were valued at $307,915 based on the current stock price of $0.2505 per share ~~for~~at the time of the transaction and were recorded as a ~~period~~prepaid license fee. The prepaid license fee is being expensed on a straight-line basis over the initial thirty-six month term of ~~three~~the ~~years~~license ~~from~~agreement. As of and for the ~~date~~year ended December 31, 2010, the Company recognized amortization expense of ~~issuance~~$108,708, which decreased the carrying value of the license to a net total of $199,206.

~~On February 9, 2009, the Company issued 200,000 share purchase warrants as part of the 12% Units~~5. ~~Each warrant grants the holder the option to purchase one additional common share of the Company at $0.25 per share for a period of three years from the date of issuance.~~

~~F-17~~Convertible Notes Payable

~~Ethos~~In ~~Environmental~~August ~~Inc~~and September 2010, the Company issued $125,000 of convertible promissory notes. Under the terms of the note agreement, each note was due interest at 7% per annum, secured by the Company’s assets, due one year from the date of issuance, and convertible into common shares of the Company in the event of a financing at a fixed discount of 25% to the price per common stock issued in the next round of financing. On December 29, 2010, the principal and accrued interest on the notes was converted into 9,999,427 common shares of the Company.

~~Notes~~In December 2010, the Company issued $350,000 of convertible promissory notes. Under the terms of the note agreements, each note is due interest at 12% per annum, secured by the Company’s assets, due in two years from the date of issuance. The notes, along with any accrued interest, shall be convertible into common shares of the Company at the option of the note holder at the lesser of 1) $0.025 per share or 2) 90% of such common stock’s fair market value.. The notes contain "anti-dilution" protection, such that if the Company issues and sells common stock, or securities convertible into or exercisable for common stock of the Company, at a price per share that is less than the applicable Conversion Price, then the Conversion Price is adjusted downward to match such lower issuance price. Under ASC 815, management determined that the ~~Consolidated~~embedded ~~Financial~~conversion ~~Statements~~feature is a derivative liability and recorded a debt discount of approximately $146,000 based on the estimated fair value of the derivative liability. Such amount was determined based on a binomial lattice valuation model and is being amortized into interest expense using the effective interest method over the term of the note.

~~(expressed in US dollars)~~F-11

9.Significant assumptions used in such valuation include:

Share Purchase Warrants (continued)


	Year ended December 31, 2010
Expected life	2 years
Estimated volatility	44.77%
Risk-free interest rate	0.61% – 0.64%
Expected dividends	None

OnAt ~~March~~December 1831, ~~2009~~2010, the Company ~~issued~~has ~~100,000~~recognized ~~share~~interest ~~purchase~~expense ~~warrants as part~~ of ~~the~~$1,010 ~~12%~~related ~~Units. Each warrant grants the holder the option~~ to ~~purchase~~such ~~one additional common share of the Company at $0~~notes.~~25 per share for a period of three years from the date of issuance.~~

~~On April 1, 2009, the Company issued 100,000 share purchase warrants as part of the 12% Units~~6. ~~Each warrant grants the holder the option to purchase one additional common share of the Company at $0.25 per share for a period of three years from the date of issuance.~~

OnAdvances ~~April~~Payable ~~21, 2009, the Company issued 625,000 share purchase warrants as part of the 12% Units. Each warrant grants the holder the option~~ to ~~purchase~~Related ~~one~~Parties ~~additional common share of the Company at $0.25 per share for a period of three years from the date of issuance.~~

OnAdvances ~~May~~payable ~~11,~~to ~~2009,~~related ~~the~~parties ~~Company~~are ~~issued~~noninterest ~~50,000~~bearing ~~share~~and ~~purchase~~represent ~~warrants~~cash asadvances ~~part~~directly ofto the ~~10%~~Company ~~Units. Each~~as ~~warrant~~well ~~grants~~as ~~the~~Company ~~holder~~expenditures ~~the~~that ~~option~~were topaid ~~purchase~~for ~~one~~directly ~~additional~~by ~~common~~the ~~share~~related parties on behalf of the Company atfor ~~$0.40~~which ~~per~~the ~~share~~related ~~for~~parties ahave ~~period~~not ofbeen ~~three~~reimbursed. ~~years~~These advances are unsecured and came from ~~the~~directors ~~date~~and officers of ~~issuance~~the Company.

~~On May 14, 2009, the Company issued 100,000 share purchase warrants with an exercise price of $0~~7.~~40 per warrant for a period of three years, as part of the demand loan received from an investor.~~

InCommitments ~~August~~and ~~2009, the Company issued 200,000 share purchase warrants with an exercise price of $0.30 per warrant for a period of three years, as part of the convertible loan received from investors.~~Contingencies

~~During~~Operating ~~the year ended December 31, 2009, the Company issued the following share purchase warrants:~~Leases

		Number of Warrants	Weighted Average Exercise Price $	Weighted Average Contractual Life (years)	Aggregate Intrinsic Value
Balance – December 31, 2007		1,900,000	2.50
	Granted	1,500,000	0.35
Balance – December 31, 2008		3,400,000	1.55
	Granted	3,125,000	0.25
	Granted	150,000	0.40
	Granted	200,000	0.30
	Cancelled	(1,500,000)	(0.35)
Balance – December 31, 2009		5,375,000	1.05	1.94	–

The Company leases approximately 8,700 square feet of office space under a lease due to expire on April 30, 2016. Rent expense totaled $34,988 in 2010 and $28,199 in 2009.

~~During~~As ~~the~~of ~~year ended~~ December 31, ~~2009~~2010, the Company’s ~~recorded~~future ~~stock-based~~annual ~~compensation~~minimum ~~expense~~lease ~~relating~~payments toare ~~the~~as ~~fair value of share purchase warrants using the Black-Scholes Option Pricing Model~~follows:

	2009	2008
	Amount
Risk-Free Rate	3.44%	2.88%
2011	$ 63,387
Expected Life	5 years	5 years
2012	90,448
Volatility	161%	134%
2013	97,404
2014	102,624
Thereafter	145,452
	$ 499,315

~~F-18~~Legal

~~Ethos~~The ~~Environmental~~Company ~~Inc~~may be involved from time to time in various claims, lawsuits, disputes with third parties, actions involving allegations or discrimination or breach of contracts actions incidental to the normal course of operations. Other than what is disclosed below, the Company is currently not involved in any such litigation that management believes could have a material adverse effect on its financial position or results of operations.

~~Notes~~The Company is presently involved in the following material pending legal proceedings not incidental to the ~~Consolidated~~business ~~Financial~~of ~~Statements~~the Company:

~~(expressed~~In March 2009, a lawsuit was filed in USthe ~~dollars)~~United States District Court, District of Utah, Central Division, against the Company by Republic Bank. The lawsuit alleged that the Company breached the terms of a Lease Agreement involving Mazuma Capital Corp. and the Company. Republic Bank sought monetary damages and return of certain equipment. On February 9, 2011, Summary Judgment was entered in favor of Republic Bank. Subsequently, the Company and Republic Bank finalized the terms of a settlement agreement during the 2nd quarter of 2011. The terms of the settlement are the forfeiture of the security deposit on the lease, the leased property, and payments totaling $200,000. The Company was indemnified by a group of stockholders against claims originating before the Merger, and as of December 1, 2011 such stockholders have paid approximately $150,000 and are obligated to make monthly payments of $8,791 per month per month for six more months. If not paid by such stockholders, the Company would still be obligated to pay Republic Bank and then pursue its claim for indemnification against the stockholders.

9In March 2011, a lawsuit was filed in the Superior Court of California, County of San Diego, South County Division against the Company by Frederick Chorney. The lawsuit alleges that the Company breached the terms of a consulting agreement between the Company and Mr. Chorney. Mr. Chorney is seeking monetary damages in the amount of $150,000. Mr. Chorney has requested a jury trial which is currently in the discovery stage. The Company cannot provide assurances as to the outcome of this matter.

~~Share Purchase Warrants (continued)~~F-12

AsEmployment ~~at December 31, 2009, the following share purchase warrants were outstanding:~~Agreements

Number of Warrants	Exercise Price	Expiry Date
1,900,000	$2.50	May 23, 2010
400,000	$0.25	January 1, 2012
200,000	$0.25	January 8, 2012
200,000	$0.25	February 19, 2012
100,000	$0.25	March 9, 2012
100,000	$0.25	April 1, 2012
625,000	$0.25	April 21, 2012
50,000	$0.40	May 11, 2012
100,000	$0.40	May 14, 2012
200,000	$0.30	August 5, 2012
1,500,000	$0.25	January 9, 2014
5,375,000

The Company entered into an employment agreement with Matthew Nicosia, Chief Executive Officer. Mr. Nicosia is required to perform the duties and function of his office and capacity under the supervisory authority of our Board of Directors. The employment agreement provides for an initial term of two years (commencing on December 31, 2010) and automatic one-year renewals thereafter, unless the agreement is terminated by advance written notice of either party. Under the terms of the employment agreement, Mr. Nicosia receives a base salary in the amount of $275,000 per annum, subject to such adjustments as our Board of Directors may approve from time to time. Mr. Nicosia is entitled to a sales bonus of one percent of total sales payable monthly. Mr. Nicosia also is entitled to participate in and receive such other benefits and compensation (including, without limitation, any profit sharing or stock option plan) that the Company may furnish to other management personnel or employees generally.

10The Company may terminate the employment agreement with Mr. Nicosia for cause or by reason of his death or disability. Mr. Nicosia may terminate the employment agreement for any reason by advance written notice. If the employment agreement is terminated by reason of death or disability, the Company will be required to pay to Mr. Nicosia or his spouse, heirs or representatives a severance amount equal to 12 months’ base salary plus all reimbursable expenses incurred through the date of termination. If the Company terminates the employment agreement for cause or if Mr. Nicosia terminates the agreement other than for good reason, Mr. Nicosia will be entitled to the base salary earned and reimbursable expenses incurred through the date of termination. If Mr. Nicosia terminates the employment agreement for good reason or if we terminate the employment agreement for any reason not specified above, Mr. Nicosia will be entitled to remaining base salary otherwise payable during the initial term and expenses incurred through the date of termination.

~~Stock~~The ~~Options~~Company entered into an employment agreement with James C. Short, our Chief Relations Officer. Mr. Short is required to perform the duties and function of his office and capacity under the supervisory authority of our Board of Directors. The employment agreement provides for an initial term of two years (commencing on December 31, 2010) and automatic one-year renewals thereafter, unless the agreement is terminated by advance written notice of either party. Under the terms of the employment agreement, Mr. Short receives a base salary in the amount of $120,000 per annum, subject to such adjustments as our Board of Directors may approve from time to time. Mr. Short is entitled to a sales bonus of one percent of total sales payable monthly. Mr. Short also is entitled to participate in and receive such other benefits and compensation (including, without limitation, any profit sharing or stock option plan) that the Company may furnish to other management personnel or employees generally.

InThe ~~February~~Company ~~2009,~~may terminate the ~~Company~~employment ~~issued~~agreement ~~7,500,000~~with ~~incentive~~Mr. ~~stock~~Short ~~options~~for tocause ~~Thrive~~or ~~Worldwide~~by ~~LLC~~reason ~~(“Thrive”)~~of inhis ~~accordance~~death ~~with~~or ~~the~~disability. ~~Outsource~~Mr. ~~Agreement~~Short (may terminate the ~~“Agreement”)~~employment agreement for ~~marketing~~any ~~and~~reason ~~consulting~~by ~~services~~advance written notice. As atIf ~~March~~the ~~31,~~employment ~~2009,~~agreement ~~2,500,000~~is ~~incentive~~terminated ~~stock~~by ~~options~~reason ~~were~~of ~~vested~~death ~~and~~or disability, the ~~remaining~~Company ~~5,000,000~~will ~~incentive~~be ~~stock~~required ~~options~~to ~~are~~pay ~~unvested~~to ~~and~~Mr. ~~are~~Short ~~not~~or ~~obligated~~his byspouse, ~~the~~heirs ~~Company~~or ~~until~~representatives ~~Thrive~~a ~~achieves~~severance ~~certain~~amount ~~sales~~equal ~~and~~to ~~marketing~~12 ~~targets~~months’ ~~over~~base ~~the~~salary ~~next~~plus ~~24-month~~all ~~and~~reimbursable ~~36-month~~expenses ~~periods~~incurred ofthrough the ~~Agreement~~date of termination. ~~The~~ ~~fair~~If ~~value~~we ofterminate the ~~stock~~employment ~~options~~agreement offor ~~$452,111~~cause ~~was~~or ~~determined~~if ~~using~~Mr. ~~the~~Short ~~Black-Scholes~~terminates ~~Option~~the ~~Pricing~~agreement ~~model~~other ~~using~~than anfor ~~exercise~~good ~~price~~reason, ~~of $0~~Mr.~~25,~~ ~~expected~~Short ~~life~~will ofbe ~~five~~entitled ~~years,~~to ~~expected~~the ~~volatility~~base ofsalary ~~147.7%,~~earned and areimbursable ~~risk-free~~expenses ~~rate~~incurred through the date of 1termination.~~87%~~ If Mr. On ~~November~~Short ~~20,~~terminates ~~2009~~the employment agreement for good reason or if we terminate the employment agreement for any reason not specified above, Mr. Short will be entitled to remaining base salary otherwise payable during the ~~Thrive~~initial ~~stock~~term ~~options~~and ~~were~~expenses ~~cancelled~~incurred through the date of termination.

OnThe ~~August~~Company ~~31,~~also ~~2008,~~entered ~~the~~into ~~Company~~an ~~issued~~employment 2agreement with Daniel Kerker,~~400,000~~ ~~stock~~our ~~options~~Chief Financial Officer. Mr. Kerker is required to ~~management,~~perform ~~consultants,~~the duties and ~~directors~~function of his office and capacity under the ~~Company~~supervisory authority of our Board of Directors. ~~Each~~ ~~option~~Employment ~~allows~~under the ~~option~~agreement ~~holder~~is toat ~~purchase~~will. ~~one~~Under ~~common~~the ~~share~~terms of the ~~Company~~employment atagreement, $0Mr.22 Kerker receives a base salary in the amount of $220,000 per ~~common~~annum, ~~share~~subject ~~over~~to asuch ~~five-year~~adjustments ~~period~~as ~~and~~our ~~fully~~Board ~~vested~~of atDirectors ~~December~~may ~~31,~~approve ~~2008~~from time to time. ~~The~~Mr. ~~fair~~Kerker ~~value~~is entitled to a sales bonus of ~~the~~one ~~stock~~quarter ~~options~~of one percent (0.25%) of ~~$463,586~~total sales payable monthly. Mr. Kerker was ~~calculated~~also ~~using~~granted 5,000,000 options under the ~~Black-Scholes~~2010 ~~Option~~Incentive ~~Pricing~~Plan ~~Model~~which ~~using~~will avest ~~risk-free~~over ~~rate~~two ofyears. 3Mr.~~44%,~~ ~~expected~~Kerker ~~life~~also ofis 5entitled ~~years,~~to ~~with~~participate anin ~~exercise~~and ~~price~~receive such other benefits and ~~closing~~compensation ~~value~~(including, onwithout ~~the~~limitation, ~~grant~~any ~~date~~profit ofsharing ~~$0.22~~or ~~per~~stock ~~common~~option ~~share,~~plan) ~~and~~that ~~volatility~~the ofCompany ~~134%~~may furnish to other management personnel or employees generally.

		Number of Options	Weighted Average Exercise Price $	Weighted Average Contractual Life (years)	Aggregate Intrinsic Value
Balance – December 31, 2007		–	–
	Granted	2,400,000	0.22
Balance – December 31, 2008		2,400,000	0.22
	Granted	7,500,000	0.25
	Cancelled	(7,500,000)	(0.25)
Balance – December 31, 2009		2,400,000	0.22	3.67	–

AsEquity at December 31, 2009, the outstanding stock options expire on August 31, 2013. During the year ended December 31, 2009, the weighted average fair value of the stock options granted during 2009 was $0.18 (2008 - $0.17), and there were no unrecognized compensation expense related to unvested options. Transactions

11As discussed in Note 1, as of December 31, 2010, in connection with the Merger, the consolidated financial statements reported here reflect the operations of Regeneca, Inc. within the new capital structure of the Company. The holders of Regeneca, Inc. were issued 420,466,494 shares of the Company’s common stock such that, immediately after the Merger, Regeneca, Inc.’s former stockholders owned approximately 51% of the combined post-Merger entity. Holders of the Company’s stock held approximately 403,977,543 shares as of the date of the Merger. All share amounts in these consolidated financial statements are shown in their post-conversion quantities.

~~Related Party Transactions~~F-13

a)In 2010, the Company issued 50,453 shares of common stock for aggregate net cash proceeds of $3,550.

~~During~~In ~~the year ended December 31~~2010, ~~2009,~~ the Company issued 43257,~~312~~876,~~543~~762 ~~(2008 – 15,531,428) common~~ shares of ~~the~~common ~~Company~~stock tofor ~~GreenBridge~~services ~~Capital~~valued ~~Partners,~~at IV$2, ~~LLC (“GreenBridge”)~~740,297 abased ~~company~~on ~~controlled~~current bystock ~~directors~~prices ~~and~~at ~~officers~~time of ~~the~~issuance ~~Company,~~ranging ~~for~~from ~~final~~$.001 ~~settlement of outstanding rent and unpaid interest, liquidated damages under a Registration Rights Agreement signed in August 2007, and incentive shares relating~~ to ~~issuance~~$.05 ofper ~~12% Units and 10% Units~~share.

~~F-19~~In 2010, the Company issued 9,999,427 shares of common stock for conversion of principal and interest due on convertible debentures of $128,231.

~~Ethos Environmental Inc~~9.

~~Notes~~Stock toIncentive ~~the Consolidated Financial Statements~~Plan

~~(expressed~~On inDecember US31, ~~dollars)~~2010, the Company adopted the 2010 Stock Incentive Plan, pursuant to which the Company is authorized to issue up to 20% of its outstanding shares of common stock to its employees, executives and consultants. On December 31, 2010, the Company issued certain employees, executives, and consultants 30,000,000 options to purchase Company common stock at $0.025 per share, with vesting ranging from 2 years to 3 years. At December 31, 2010, there were 212,000,000 shares available for future grants under the plan.

b)The grant date fair values of options granted during the year ended December 31, 2010 was $0.011 to $0.013 per share. Such fair values were estimated using the Black-Scholes stock option pricing model and the following weighted average assumptions.

~~As at December 31, 2009, the Company owes $100,000 (2008 - $100,000) of convertible notes to a company managed by the Chief Executive Officer of the Company~~. Under the terms of the note agreement, the amounts are unsecured, due interest at 12% per annum, due two years from the date of issuance, and convertible into common shares of the Company at a rate of $0.25 per common share at the election of the note holder.

12.


	2010
Expected life	5.75 – 6 years
Estimated volatility	44.77% – 51.81%
Risk-free interest rate	2.01% – 2.36%
Dividends	None

~~Commitments~~The weighted average estimated fair value per share of the stock options at grant date was $0.01 during the year ended December 31, 2010. The expected life of options granted is based on the “simplified method” described in ASC 718-10 due to changes in the vesting terms and ~~Contingencies~~the contractual life of current option grants. Assumed volatility is based on the historical volatility of companies within the similar industry. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding to the expected term of the options.

a)The Company did not record compensation costs related to options granted during the year ended December 31, 2010 and total unrecognized compensation costs related to nonvested options as of December 31, 2010 amounted to approximately $370,000 and is expected to be recognized as follows:

In October 2007, the Company completed a sale and leaseback agreement with respect to its building. Commencing November 1, 2007, the Company entered into a 15-year lease agreement, with monthly lease payments of $63,000, to a company controlled by directors of the Company. During the year ended December 31, 2009, the Company incurred lease payments of $756,000 (2008 - $756,000).


Years ending December 31,
2011	$	141,667
2012		141,667
2013		86,666

	$	370,000

~~The~~Stock ~~Company’s~~option ~~future~~activity ~~annual~~during ~~minimum~~the ~~lease~~year ~~payments~~ended ~~are~~December 31, 2010 is summarized as follows:

	Amount $
	Number of Shares		Weighted-Average Exercise Price
2010	756,000
Options outstanding at January 1, 2010	–	$	–
2011	756,000
Exercised	–		–
2012	756,000
Granted	30,000,000		0.025
2013	756,000
Forfeited	–		–
Thereafter	6,804,000
Expired	–		–
	9,828,000
Options outstanding at December 31, 2010	30,000,000	$	0.025

b)F-14

InThe ~~February~~following ~~2007,~~table ~~the~~summarizes ~~Company~~information ~~entered~~about ~~into various lease agreements with respect to its manufacturing equipment, including sale leaseback agreements of manufacturing equipment of approximately $737,968. Under~~ the ~~lease~~Company’s ~~terms,~~stock ~~the~~options ~~monthly payment is based on a factor of 0.04125 times the average~~ outstanding ~~loan~~under ~~balance for~~ the ~~month. During~~2010 ~~the~~Stock ~~year~~Plan ~~ended~~as of December 31, ~~2009, the Company incurred lease expense of $365,294 (2008 - $365,294).~~2010:

The Company’s future annual minimum lease payments are as follows:

Outstanding Options

Weighted Average

Exercisable Options

Remaining

Weighted

Aggregate

Weighted

Range of

Contractual Life

Average

Intrinsic

Average

Aggregate

Exercise Prices

Number

(Years)

Exercise Price

Value

Number

Exercise Price

Intrinsic Value

$ 0.025

30,000,000

5.9

0.025

—

~~Amount~~The aggregate intrinsic values set forth in the above table, which represent the total pre-tax intrinsic values, are based on the closing stock price of the Company’s common stock of $0.025 as of December 31, 2010, ~~304~~the last trading date prior to December 31,~~412~~ 2010, and assuming all the optionees had exercised their options as of that date. At December 31, 2010, there were no “in-the-money-options”.

c)10.

InIncome ~~January~~Taxes 2009, the Company entered into a consulting service agreement with a consultant through April 30, 2010. Under the terms of the consulting agreement, the Company is committed to monthly payments of $7,500 to June 2009, and monthly payments of $10,000 until April 30, 2010.

dThe Company does not have significant income tax expense or benefit for the years ended December 31, 2010 and 2009. Tax net operating loss carryforwards have resulted in a deferred tax asset with a 100% valuation allowance applied against such asset at December 31, 2010 and 2009. Such tax net operating loss carryforwards (“NOL”) approximated $2.2 million at December 31, 2010. Some or all of such NOL may be limited by Section 382 of the Internal Revenue Code.

InThe ~~February~~income ~~2009,~~tax ~~the~~effect ~~Company~~of ~~entered~~temporary ~~into~~differences abetween ~~consulting~~financial ~~agreement~~and ~~for~~tax ~~investor~~reporting ~~relations~~gives ~~with~~rise ~~a consulting firm. Under the terms of the consulting agreement, the Company is committed~~ to ~~pay~~a ~~$4,000~~deferred ~~per~~income ~~month~~tax ~~for~~asset ~~the~~at ~~first~~December ~~three months of the agreement~~31, 2010 and ~~$6,000~~2009 ~~per~~as ~~month~~follows: ~~for the remaining term of the agreement.~~


		2010			2009
Deferred tax asset –NOL’s	$	880,000		$	50,000
Less valuation allowance		(880,000	)		(50,000	)
Net deferred tax asset	$	–		$	–

InThe ~~February~~valuation ~~2009,~~allowance ~~the~~increased ~~Company~~by ~~entered into an Outsource Agreement (the “Thrive Agreement”) with Thrive Worldwide LLC (“Thrive”) for a three-year term in exchange for business plan~~$830,000 ~~promotion,~~ and marketing services. Under the terms of the Thrive Agreement, the Company is committed to issuing 7,500,000 stock options to Thrive, with each option allowing the holder to purchase one common share of the Company at $~~0.25 per common share over a five-year period. The Company issued 2.500~~50,000 ~~stock~~during ~~options, vested immediately, upon~~ the ~~date~~years ofended ~~the~~December ~~Agreement. The remaining 5~~31,~~000,000~~ ~~stock~~2010 ~~options are contingent on Thrive achieving certain future sales~~ and ~~marketing targets~~2009, with 2,500,000 stock options due 24-months from the date of the Agreement if Thrive creates new revenue to the Company exceeding $20 million for the entire trailing 12-month period, and a further 2,500,000 stock options due 36-months from the date of the Agreement if Thrive creates new revenue to the Company for any 12-month period exceeding $50 millionrespectively.

~~F-20~~A reconciliation of the effective income tax to the United States statutory income tax rate for the years ended December 31, 2010 and 2009 is as follows:

Ethos Environmental Inc.


		2010			2009
Tax benefit at the U.S. statutory income tax rate	$	1,920,000		$	50,000
Amortization of debt discount		(1,090,000	)		–
Increase in the valuation allowance		(830,000	)		(50,000	)
Effective income tax rate	$	–		$	–

~~Notes~~The Company’s income tax returns may be subject to examination by federal and state taxing authorities. Because application of tax laws and regulations for many types of transactions is susceptible to varying interpretations, amounts reported in the ~~Consolidated~~accompanying ~~Financial~~financial ~~Statements~~statements could be changed at a later date upon final determination by taxing authorities. Management does not believe the Company has any uncertain income tax positions that could materially affect its financial statements at both the federal and state jurisdiction levels. The Company’s federal and state income tax returns remain open after filing, generally for 3 years and 4 years, respectively.

~~(expressed in US dollars)~~11.

~~13.~~Subsequent Events

~~Income~~Management ~~Taxes~~has evaluated events subsequent to December 31, 2010 through the date that the accompanying consolidated financial statements were filed with the Securities and Exchange Commission for transactions and other events which may require adjustment of and/or disclosure in such financial statements.

~~The~~On ~~Company~~May ~~has~~6, a2011, ~~net~~Francis ~~operating~~W. ~~loss~~Chen ~~carried~~and ~~forward~~Jan ~~of $19~~Hall,~~282,832~~ ~~available~~directors toof ~~offset~~the ~~taxable~~Company, ~~income~~resigned infrom ~~future~~their ~~years~~positions ~~which~~on ~~commence~~the ~~expiring~~Board inof ~~fiscal 2020~~Directors. ~~The~~ ~~Company~~There iswere ~~subject~~no todisagreements ~~United~~between ~~States~~the ~~federal~~Company and ~~state~~either ~~income~~Mr. ~~taxes~~Chen ator ~~an approximate rate of 34%~~Ms. ~~As at December 31~~Hall, ~~2009~~ and ~~2008,~~their ~~the~~resignations ~~Company~~did ~~had~~not nostate ~~uncertain~~any ~~tax~~reasons ~~positions.~~for the resignations.

	2009 $	2008 $
Income tax recovery at statutory rate	4,436,823	2,582,516
Permanent differences and other	(306,766)	(321,619)
Valuation allowance change	(4,130,057)	(2,260,897)
Provision for income taxes	–	–

F-15

~~The~~On ~~significant~~July ~~components~~15, 2011, the Company’s Board of ~~deferred~~Directors ~~income~~filled ~~tax~~two ~~assets~~vacancies ~~and~~on ~~liabilities~~the atBoard ~~December~~of ~~31,~~Directors ~~2009~~by appointing Mr. Hector Albert Sectzer and ~~2008~~Mr. ~~are~~Dwight D. Baron to serve as ~~follows:~~directors until the next annual shareholders meeting or until their successors are elected and qualified.

	2009 $	2008 $
Net operating loss carried forward	19,282,832	15,152,775
Valuation allowance	(19,282,832)	(15,152,775)
Net deferred income tax asset	–	–

Effective August 19, 2011, the Board of Directors terminated Adam Vincent Gilmer as President of the Company. The role of President and CEO was combined and Matt Nicosia, the Company’s CEO, assumed the duties of President. Pursuant to the Employment Agreement with Mr. Gilmer, any termination of employment is also deemed to be a voluntary resignation from the Board of Directors. As a result of the termination, one vacancy was created on the Board of Directors.

14In February 2011, the Company issued 10,000,000 common shares with a fair value of $450,000 pursuant to a consulting agreement.

~~Restatement~~In May 2011, the Company issued 4,000,000 common shares for cash proceeds of $100,000.

~~The~~In ~~Company~~August ~~has~~2011, ~~restated~~the ~~its~~Company ~~consolidated~~issued ~~financial~~30,000,000 ~~statements~~common asshares atwith ~~and~~a ~~for~~fair ~~the~~value ~~year~~of ~~ended December 31~~$600,000 ~~2008. The~~in ~~consolidated~~connection ~~financial~~with ~~statements~~an ~~have~~employment ~~been~~agreement ~~restated~~and tolicense ~~reflect~~agreement ~~the~~with ~~following~~Shirish ~~transactions:~~Phulgaonkar.

·In August 2011, the Company issued 5,000,000 common shares with a fair value of $100,000 for services rendered.

~~reclassification~~In ofAugust 2011, the Company issued 26,842,727 common shares ~~that~~in ~~were~~connection ~~authorized~~with bythe ~~management,~~conversion ~~but~~of ~~not~~convertible ~~formally~~notes ~~issued~~payable aswith ata ~~December~~face 31amount of $475,000 ~~2008;~~and accrued interest of $30,878.

·In September 2011, the Company issued 18,888,890 common shares in connection with the conversion of convertible notes payable with a face amount of $340,000.

~~recording~~In ofOctober ~~accretion~~2011, ~~expense~~the ~~and~~Company ~~discount~~issued on2,800,000 ~~beneficial~~common ~~conversion~~shares ~~feature~~with a fair value of $42,000 in connection with convertible ~~debentures;~~notes payable issued in October 2011.

·In October 2011, the Company issued 500,000 common shares with a fair value of $7,500 for services rendered.

~~cut-off~~In ~~errors~~November ~~relating~~2011, tothe ~~collectability~~Company ofissued ~~accounts receivable~~3,267,974 ~~and~~common ~~recording~~shares offor ~~accounts~~cash ~~payable~~proceeds ~~and~~of ~~accrued liabilities relating to opening balance sheet items;~~$50,000.

·In December 2011, Dr. Shirish Phulgaonkar resigned from his position as Chief Scientific Officer of the Company citing personal and health reasons.

~~write~~F-~~off of uncollectible accounts receivable, and property and equipment for unsupported purchases and assets no longer in use;~~16

·Index to Exhibits

accrual of sales taxes based on results of audit by Board of Equalization; and


Exhibit
Number	Description of Exhibit	Filing
3.01	Amended and Restated Articles of Incorporation	Filed with the SEC on May 24, 2011 as part of our Definitive Information Statement on Schedule 14C.
3.02	Amended and Restated Bylaws effective as of January 20, 2011	Filed herewith.
10.1	Agreement and Plan of Merger by and among Ethos Environmental, Inc., EEI Acquisition Corporation and Regeneca International, Inc. dated December 14, 2010	Filed with the SEC on January 4, 2011 as part of our Current Report on Form 8-K.
10.2	Employment Agreement with Matthew Nicosia	Filed with the SEC on January 4, 2011 as part of our Current Report on Form 8-K.
10.3	Employment Agreement with Adam Vincent Gilmer	Filed with the SEC on January 4, 2011 as part of our Current Report on Form 8-K.
10.4	Employment Agreement with James C. Short	Filed with the SEC on January 4, 2011 as part of our Current Report on Form 8-K.
10.5	Employment Agreement with Daniel Kerker	Filed with the SEC on January 4, 2011 as part of our Current Report on Form 8-K.
14.1	Code of Ethics	Filed with the SEC on April 15, 2009 as part of our Annual Report on Form 10-K.
16.1	Letter from former independent public accountant for the registrant, M&K CPAS, PLLC, dated September 16, 2011	Filed with the SEC on September 20, 2011 as part of our Current Report on Form 8-K.
21.1	List of Subsidiaries	Filed herewith.
31.01	Certification of Principal Executive Officer Pursuant to Rule 13a-14	Filed herewith.
31.02	Certification of Principal Financial Officer Pursuant to Rule 13a-14	Filed herewith.
32.01	Chief Executive Officer and Chief Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith.

revise fair value of common stock issued for non-cash purposes to reflect end-of-day market prices on the date of issuance, and fair value of stock options and share purchase warrants.

The effect of the restatement decreased total assets by $30,793, increased total liabilities by $210,410, increased the opening accumulated deficit by $132,777, and increased net loss for the year ended December 31, 2008 by $417,816.

F-21

Ethos Environmental Inc.

Notes to the Consolidated Financial Statements

(expressed in US dollars)

14.

Restatement (continued)

Balance Sheet

	As at December 31, 2008
	As Reported	Adjustment	Restated
	$	$	$
Assets
Accounts receivable	94,894	(18,942)	75,952
Total Current Assets	390,270	(18,942)	371,328
Property and equipment	70,552	(11,851)	58,701
Total Assets	866,239	(30,793)	835,446
Liabilities
Accounts payable	681,583	218,233	899,816
Accrued liabilities	301,876	23,999	325,875
Convertible debenture	150,000	(31,822)	118,178
Total Liabilities	2,400,039	210,410	2,610,449
Stockholders’ Equity
Common Stock	4,352	(3)	4,349
Additional Paid-In Capital	50,073,653	155,643	50,229,296
Common stock issuable	–	153,750	153,750
Accumulated Deficit	(51,611,805)	(550,593)	(52,162,398)
Total Stockholders’ Equity	(1,533,800)	(241,203)	(1,775,003)
Total Liabilities and Stockholders’ Equity	866,239	(30,793)	835,446

Statement of Operations

	For the Year Ended December 31, 2008
	As Reported	Adjustment	Restated
	$	$	$
Total Operating Expenses
General and administrative	7,776,472	400,690	8,177,162
Total Operating Expenses	8,131,758	400,690	8,532,448
Other Income (Expense)
Interest expense	(181,993)	(17,126)	(199,119)
Total Other Income (Expense)	19,144	(17,126)	2,018
Net Loss	(7,177,819)	(417,816)	(7,595,635)
Net Loss per Share	(0.18)	(0.01)	(0.19)

F-22

Ethos Environmental Inc.

Notes to the Consolidated Financial Statements

(expressed in US dollars)

14.

Restatement (continued)

Statement of Cashflows

	For the Year Ended December 31, 2008
	As Reported	Adjustment	Restated
	$	$	$
Operating Activities
Net Loss	(7,177,819)	(417,816)	(7,595,635)
Amortization expense	81,355	(29)	81,326
Accretion of discounts on convertible debt	45,000	8,709	53,709
Bad debt expense	294,102	18,942	313,044
Common stock issued for services	1,280,610	5,397	1,286,007
Common stock issued for registration rights	2,818,240	204,001	3,022,241
Gain on forgiveness of debt	–	(195,998)	(195,998)
Stock-based compensation	835,723	(60,539)	775,184
Change in operating assets and liabilities:
Accounts receivable	(304,748)	(84,248)	(388,996)
Accounts payable and accrued liabilities	650,268	205,554	855,822
Cashflows Used In Operating Activities	(1,104,012)	(316,027)	(1,420,039)
Investing Activities
Purchase of property and equipment	(32,991)	29	(32,962)
Cashflows Used in Investing Activities	(32,991)	29	(32,962)
Financing Activities
Proceeds from related party	(246,521)	246,521	–
Proceeds from common stock issuable	–	120,000	120,000
Repayment of note payable	(350,000)	(50,523)	(400,523)
Cashflows Provided by Financing Activities	1,135,059	315,998	1,451,057

Statement of Stockholders’ Deficit

	Balance – December 31, 2008
	As Reported	Adjustment	Restated
	$	$	$
Common Stock	4,352	(3)	4,349
Additional Paid-In Capital	50,073,653	155,643	50,229,296
Common stock issuable	–	153,750	153,750
Accumulated deficit	(51,611,805)	(550,593)	(52,162,398)
Total	(1,533,800)	(241,203)	(1,775,003)
Number of Shares of Common Stock	43,518,958	(25,000)	43,493,458

15.

Subsequent Events

Subsequent to December 31, 2009, the Company issued 846,693,731 shares of our common stock in the aggregate for consulting services, to settle outstanding debt, and pursuant to various agreements, including the transaction with Regeneca as more specifically reported on the Company’s current report on Form 8-K as filed with the SEC on January 4, 2011.

Effective February 9, 2010, the Company accepted the resignation of Thomas W. Maher as Chief Financial Officer and Treasurer.

F-23

Ethos Environmental Inc.

Notes to the Consolidated Financial Statements

(expressed in US dollars)

On May 31, 2010, the Company and AL Global Corporation, a California corporation (d.b.a. Youngevity) ("Youngevity") agreed to terminate the Agreement and Plan of Merger entered into on November 21, 2009 providing for the acquisition of Youngevity by the Company.

Effective May 31, 2010, the Company accepted the resignations of both Mr. Joel D. Wallach as Chairman of the Board of Directors and Mr. Stephan R. Wallach as the Chief Executive Officer, President and Secretary.

On December 31, 2010, the Company and Regeneca International, Inc. (“Regeneca”) entered into an Agreement and Plan of Merger (“Merger Agreement”), pursuant to which EEI Acquisition Corporation, Inc., a wholly-owned subsidiary of the Company, shall merge with and into Regeneca. As a result of the Merger between Regeneca and the Company, all of Regeneca’s common stock shall be converted into a number of shares of the Company’s common stock that will represent fifty-one percent (51%) of the outstanding shares of the Company, on a fully diluted basis.

As of December 31, 2010, Bruce Tackmann resigned as the only officer and director of the Company. Matthew Nicosia, Adam Vincent Gilmer, Jan Hall, Francis Chen and James C. Short were appointed as directors of the Company (with Francis Chen being the Chairman of the Board). Matthew Nicosia, Adam Vincent Gilmer, Daniel R. Kerker and Christopher A. Wilson were appointed as the Chief Executive Officer, President, Chief Financial Officer/Treasurer and Secretary, respectively.

On December 31, 2010, the Company entered into an Employment Agreement with Matthew Nicosia who shall serve as the Chief Executive Officer of the Company for a term of two (2) years in exchange for a base salary of two hundred seventy-five thousand dollars ($275,000).

On December 31, 2010, the Company entered into an Employment Agreement with Adam Vincent Gilmer who shall serve as the President of the Company for a term of two (2) years in exchange for a base salary of two hundred seventy thousand dollars ($270,000).

On December 31, 2010, the Company entered into an Employment Agreement with James C. Short who shall serve as the Vice President of Investor Relations for the Company for a term of two (2) years in exchange for a base salary of one hundred twenty thousand dollars ($120,000).

On December 31, 2010, the Company entered into an Employment Agreement with Daniel R. Kerker who shall serve as the Chief Financial Officer of the Company in exchange for a monthly salary of five thousand dollars ($5,000).

On December 31, 2010, the Company adopted the 2010 Equity Incentive Plan, pursuant to which the Company is authorized to issue up to 20% of its outstanding shares of common stock to its employees, executives and consultants.

On March 2, 2011, the Company entered into a License Agreement with Mitch Huhem and One Step Millionaire, LLC (collectively, “Licensor”), whereby the Licensor granted to the Company a perpetual, royalty-bearing, exclusive, worldwide, transferable, sublicensable license to the One Step Millionaire program (“Licensed Product”) to formulate, design, develop, improve, produce, distribute, sell and use and exploit the Licensed Product for a period of twenty (20) years.

On May 6, 2011, each of Francis W. Chen and Jan Hall, directors of the Company, resigned from their position on the Board of Directors.

F-24

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

On June 15, 2009, M&K CPAS, PLLC (“MKC”) was appointed as the registered independent public accountant for the Company. On June 15, 2009, Moore & Associates, Chartered (“Moore”), was dismissed as the registered independent public accountant for the Company. The decisions to appoint MKC and dismiss Moore were approved by the Board of Directors of the Company on June 15, 2009.

During the fiscal years ended December 31, 2008 and 2007 and the subsequent interim period up through the date of dismissal (June 15, 2009), there were no disagreements with Moore on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Moore, would have caused Moore to make reference thereto in its report on the Companys financial statements for such years. Further, there were no reportable events as described in Item 304(a)(1)(iv)(B) of Regulation S-B occurring within the Company's two most recent fiscal years and the subsequent interim period up through the date of dismissal (June 15, 2009).

The audit report of Moore for the financial statements of the Company as of December 31, 2008, which audit report also includes the financial statements as of December 31, 2007, contained a separate paragraph stating:

“The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred an accumulated deficit of $51,029,259, which raises substantial doubt about its ability to continue as a going concern. Management's plans concerning these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.”

During the Company's two most recent fiscal years and the subsequent interim period up through the date of engagement of MKC (June 15, 2009), neither the Company nor anyone on its behalf consulted MKC regarding the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Company's financial statements. Further, MKC has not provided written or oral advice to the Company that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issues.

In addition to the above, the PCAOB revoked the registration of Moore on August 27, 2009 because of violations of PCAOB rules and auditing standards in auditing financial statements, PCAOB rules and quality control standards, and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and non-cooperation with the PCAOB investigation.

The Company has requested that Moore and Associates, Chartered furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements in this amended report. As of the date of filing, Moore has not responded to such request.

ITEM 9A(T).

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our consolidated financial statements included in this annual report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2009 using the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of December 31, 2009, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

We identified fraudulent activities during the prior period

During the fiscal year ended December 31, 2008, we became aware of fraudulent activities conducted by our former Chief Executive Officer, Enrqiue de Vilimorin (“deVilimorin”). Upon notice of the fraudulent activities, we forced the resignation of de Vilimorin on September 5, 2008 and filed a Form 8-K indicating that the previous financial statements dating back to the year ended December 31, 2006 were materially misstated due to fraudulent financial reporting and management override of internal controls and operations by de Vilimorin.

In addition, we also asked for the resignation of the Company’s Board of Directors, Jose Manuel Escobedo and Luis Willars, for their failure to act as an appropriate oversight over management in identifying and addressing the fraudulent activities conducted by de Vilimorin.

The restated audited financial statements for the years ended December 31, 2007 and 2006 were filed in a Form 10-K/A with the SEC on November 20, 2008. The Company is currently pursuing legal action against the former Chief Executive Officer for losses relating to the inappropriate use of Company assets, including cash, and is seeking necessary remedies to minimize our losses.

We do not have sufficient segregation of duties.

The Company has limited resources to hire appropriate personnel for accounting and financial reporting. As of December 31, 2009, the Company does not have appropriate segregation of duties between those who have access and ability to post journal entries in the Company’s general ledger and between those who have cash handling abilities.

We do not have sufficient controls surrounding management and independent review of transactions.

As of December 31, 2009, we have not implemented sufficient internal controls surrounding independent management review of material documents and transactions such as review of sales invoices prior to issuance to the customers, and review and authorization of monthly bank reconciliations. However these material weaknesses have been mitigated by the fact that the Chief Executive Officer reviews the daily sales invoice report and the daily cash transactions report commencing in September 2008.

We do not have appropriate controls over cash

As of December 31, 2009, the Company has not maintained sufficient internal controls over financial reporting over our cash management process, including the fact that the Company’s bank accounts do not require dual signature. However, this material weakness has been mitigated commencing in September 2008 with the mandatory review and approval of all expenditures by the Chief Executive Officer and the review of daily cash transaction information by the Chief Executive Officer.

We do not have a financial expert on the Audit Committee

We did not have a formal Audit Committee until September 2008 subsequent to the resignation of our former Chief Executive Officer and the Board of Directors. With the appointment of new Board of Directors, we also created an Audit Committee to oversee the financial reporting requirements of the Company as well as providing necessary oversight over the Company’s financial reporting process. Although an Audit Committee is not required, the Company has taken the initiative to implement appropriate oversight controls to prevent future fraudulent financial reporting activities and to ensure that the Company maintains compliance with generally accepted accounting principles. As such, the Company’s Audit Committee currently does not have a financial expert.

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2009 based on criteria established in Internal Control—Integrated Framework issued by COSO.

Continuing Remediation Efforts to address deficiencies in Company’s Internal Control over Financial Reporting

Our Board of Directors, in particular and in connection with the aforementioned deficiencies, anticipates undertaking the following remediation measures:

1. Our Board of Directors will nominate additional members to our Audit Committee, including at least one Audit Committee member who has the capabilities of being a financial expert for the purpose of fully developing our internal controls over financial reporting in accordance with COSO and to provide the necessary oversight of management relating to financial reporting. 2. We will address the lack of segregation of duties between personnel who have access to posting and editing journal entries on the Company’s general ledger and also having cash handling responsibilities. 3. We will address the issue of management review of significant transactions including a formal process to review and approve sales transactions and formal controls over the review and approval of monthly bank reconciliations.

ITEM 9B.

OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following sets forth the names and ages, as of December 31, 2009, of the members of the Board of Directors, their respective positions and offices with the Company, the period during which each has served as a director of the Company and their principal occupations or employment during the past five years.

Name	Age	Position	Director/Officer Since
Corey P. Schlossman	54	Director	2008(1)
Joel D. Wallach	69	Director	2009(2)
Stephan R. Wallach	42	CEO, President, Secretary	2009(3)
Thomas W. Maher	66	Chief Financial Officer and Treasurer	2006(4)
Bruce Tackman	59	Director	2008(5)

(1)

On November 21, 2009, Mr. Corey P. Schlossmann resigned from his positions as Chief Executive Officer, President and Secretary of the Company, but remained a Director of the Company.

(2)

On November 21, 2009, Dr. Joel D. Wallach was appointed as Chairman of the Board of Directors.

(3)

On November 21, 2009, Mr. Stephan R. Wallach was appointed as Chief Executive Officer, President, and Secretary.

(4)

On December 4, 2006, Mr. Thomas W. Maher was appointed as Chief Financial Officer of the Company.

(5)

On September 25, 2008, Mr. Bruce Tackman was appointed as a Director of the Company.

All directors serve until their successors have been duly elected and qualified, unless they earlier resign.

Mr. Corey P. Schlossmann – Mr. Schlossmann has served as TruckCenter.com’s CEO since October 2006. Prior to serving as CEO of TruckCenter.com Mr. Schlossmann held the position of CEO at Nationwide Auction Systems from October 1999 until his departure in September of 2006 when he acquired Truckcenter.com from Nationwide. During Mr. Schlossmann's tenure at Nationwide, he led Nationwide's internal development and external expansion efforts. This included strategic planning, technology upgrades and development, strategic planning, the implementation of a professional sales and marketing team and identification and negotiations with potential acquisition targets. Prior to joining Nationwide he was a consultant to Nationwide for approximately five years, and served as acting CEO and CFO from January 1999 until his permanent appointment in October of that year. He has twenty years of experience as a business management consultant and certified public accountant. He has advised various small to mid-size companies in the areas of taxation, preparing business plans, evaluations and has performed due diligence in the analysis of potential acquisitions, business ventures and transactions. Most recently, he was a partner with Gordon, Fishbum & Schlossmann, LLP, Certified Public Accountants (1995-1998) and has served as accountant and advisor to Nationwide for the past four years. Prior to that, he was a partner with Hankin & Company (1988-1995), a full service consulting firm focused on implementing strategic solutions for owner managed businesses and forensic consulting. Mr. SchIossmann served as Senior Tax Manager at Price Waterhouse (1983-1988), providing integrated tax planning and advisory services to high-tech, high-growth companies as well as to high-net-worth individuals. Mr. Schlossmann received his Bachelor of Science Degree (summa cum laude) in Business Administration and Accounting from California State University, Northridge.

Dr. Joel D. Wallach – Dr. Joel Wallach has been involved in bio-medical research for over forty years, receiving his Bachelors of Science degree in 1962 from the University of Missouri. Majoring in Animal Husbandry (Nutrition) with a minor in Field Crops and Soil, Dr. Wallach received his Doctor of Veterinary Medicine Degree in 1964 from the University of Missouri. Dr. Wallach has worked for many Zoos and Universities across the US, at one point working with Mutual of Omaha’s Marlin Perkins at the St. Louis Zoo. Dr. Wallach also received his ND degree (Naturopathic Medicine) in 1982 and he has been licensed in Oregon for more than twenty years. He has written more than 70 scientific papers, as well as six books including Diseases of Exotic Animals (a 1200 page Veterinary text book). Dr. Wallach achieved the prestigious rank of Eagle Scout as a Boy Scout and continues to support the Boy Scouts today, even establishing a local Cub Scout group in San Diego. Dr. Wallach now dedicates his time to lecturing on the benefits of Nutrition around the world and works to lobby the US government on behalf of the Supplement Industry, as a dedicated advocate to making better nutrition available to the public. Dr. Wallach is a member of the California Association of Naturopathic Physicians. Dr. Wallach has been associated with Youngevity®, a leading designer of dietary supplements and cutting-edge personal care and wellness lifestyle products, since it was founded in 1997.

Mr. Stephan R. Wallach – Steve Wallach is the CEO of Youngevity®, and has been since it was founded in 1997. With over 15 years of sales and network marketing experience, Steve Wallach has successfully guided the company through mergers and acquisitions, various battles with the FDA and the daily challenges of running a corporation. Sharing his father’s passion for access to true and accurate health information, Steve spearheads Youngevity’s® ongoing battle against the FDA’s censorship of nutritional information. He is a frequent talk radio program guest and speaks eloquently about our mission to get information into the hands of the general public, allowing them to make informed healthcare decisions. His history as a successful distributor provides Steve with a unigue perspective in an often tumultuous industry, giving him hands-on experience to draw upon and providing a solid foundation for leadership. Steve’s business philosophy reflects his strong belief that passion should be the driving force behind any organization, with flexibility and efficiency being key elements along the road to success in the business world. Having assembled a dynamically talented and experienced management team, coupled with a solid infrastructure, Steve has positioned the company for steady growth both domestically and internationally.

Thomas W. Maher – Mr. Maher brings to the company over 20 years of senior financial management experience. Over this period, he has served as Chief Financial Officer for both privately held and publicly reporting corporations. Over the past 10 years he has served as a Chief Financial Officer of a publicly traded international sign manufacturing company, Luminart Corp., and as a Chief Financial Officer of a commercial construction general contracting firm RC Vannatta Inc. Mr. Maher has a MBA degree in Finance and Economics from the University of Detroit.

Bruce A. Tackman -President & Chairman of the Board (Retired), Kavlico Corporation, Automotive, Industrial, and Aerospace products, Moorpark, California, 1985 – 2004. Mr. Tackman received a B.S. degree in finance from La Verne University, and studied international finance at the University of Southern California. He joined Kavlico Corporation in 1985 as CFO, becoming V.P. of Finance in 1990 for worldwide operations. He was appointed President & CEO in 2000 after successfully divesting the Company to CMAC, an international electronic and telecommunication firm. Mr. Tackman retired from Kavlico Corporation in 2004.He was a member of the Presidents Supplier council for Cummins Engine, and responsible for the development of international automotive sales in Europe, South America, and Asia, suppling electronic sensors to the majority of automotive OEM’s throughout the world. Kavlico was the largest manufacturer of positions sensors used on every aircraft in the world. He serves on the Board for two Southern California colleges and was a Director for Los Robles Regional Medical Center for seven years.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

Involvement in certain legal proceedings.

During the past ten years no director, executive officer, promoter or control person of the Company has been involved in the following:

(1)

A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

(2)

Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3)

Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

ii.

Engaging in any type of business practice; or

iii.

Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

(4)

Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

(5)

Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

(6)

Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

(7)

Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

Any Federal or State securities or commodities law or regulation; or

ii.

Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

iii.

Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

(8)

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16 of the Securities Exchange Act of 1934 requires the Company’s directors and certain executive officers and certain other beneficial owners of the Company’s common stock to periodically file notices of changes in beneficial ownership of common stock with the Securities and Exchange Commission. To the best of the Company’s knowledge, based solely on copies of such reports received by it, and the written representations of its officers and directors, the Company believes that for 2009 all required filings were timely filed by each of its current directors and executive officers, with the exception of a Form 3 by each of Joel Wallach and Stephan Wallach.

Code of Ethics

We have adopted a Code of Ethics and Business Conduct for Officers, Directors and Employees that applies to all of our officers, directors and employees.

Audit Committee

We created an Audit Committee on September 25, 2008 to oversee our internal controls and financial reporting process. At December 31, 2009, Mr. Schlossmann was the Chairman of our Audit Committee.

ITEM 11.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth the overall compensation earned over each of the past two fiscal years ending December 31, 2009 by (1) each person who served as the principal executive officer of the Company during fiscal year 2009; (2) the Company’s most highly compensated executive officers as of December 31, 2009 with compensation during fiscal year 2009 of $100,000 or more; and (3) those individuals, if any, who would have otherwise been in included in section (2) above but for the fact that they were not serving as an executive of the Company as of December 31, 2009.

The following executive compensation was paid during 2008 or 2009:

Salary Compensation
							Nonqualified
						Non-Equity	Deferred
Name and				Stock	Options	Incentive Plan	Compensation	All Other
Principal	Fiscal	Salary	Bonus	Awards	Awards	Compensation	Earnings	Compensation	Total
Position	Year	($)	($)	($)	($)(1)	($)	($)	($) (2)(3)	($)
Corey Schlossmann, Former CEO, President,	2008	$ 46,923	$ --	150,000	$176,000	--	--	--	$372,923
CFO, Treasurer, Secretary and Current Director (1)	2009	$203,077	$ --	355,936	$ --	--	--	--	$559,013
Thomas W. Maher -	2008	$ 84,000	$1,250	--	$ --	--	--	--	$ 85,250
CFO and Treasurer	2009	$ 84,000	$ --	46,722	$ --	--	--	--	$130,722
Enrique de Vilmorin – Former CEO & President (3)	2008	$166,154	$ --	--	$ --	--	--	--	$166,154
Joel D. Wallach(4) Director	2009	$ --	$ --	--	$ --	--	--	--	$ --
Stephan R. Wallach(5) CEO, President, Secretary	2009	$ --	$ --	--	$ --	--	--	--	$ --
Bruce Tackman	2008	$ 10,000	$ --	--	$ 88,000	--	--	--	$ 98,000
Director(6)	2009	$ --	--	85,000	$ --	--	--	--	$ 85,000
Howard Landa(7)	2008	10,000	--	--	$ 88,000	--	--	--	$ 98,000
Former Director	2009	$ --	--	42,500	$ --	--	--	--	$ 42,500

(1)

On November 21, 2009, Mr. Corey P. Schlossmann resigned from his positions as Chief Executive Officer, President and Secretary of the Company, but remained a Director of the Company.

(2)

On February 9, 2010, Mr. Thomas W. Maher resigned from his positions as Chief Financial Officer of the Company.

(3)

On September 5, 2008, Mr. Enrique de Vilmorin resigned from his positions as Chief Executive Officer, President and Chairman of the Board of Directors of the Company.

(4)

On November 21, 2009, Dr. Joel D. Wallach was appointed as Chairman of the Board of Directors.

(5)

On November 21, 2009, Mr. Stephan R. Wallach was appointed as Chief Executive Officer, President, and Secretary.

(6)

On September 25, 2008, Bruce Tackman was appointed as a Director of the Company.

(7)

On November 21, 2009, Howard Landa resigned as a member of the Board of Directors.

There were no stock options granted or exercised by the named executive officers in 2009.

GRANTS OF PLAN BASED AWARDS

Estimated Future Payouts Under Non-Equity Incentive Plan Awards Estimated Payouts Under Equity Incentive Plan Awards Name Grant Date Threshold ($) Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#) All Other Stock Awards; Number of Shares of Stock or Units (#) All Other Option Awards; Number of Securities Underlying Options (#) Exercise or Base Price of Option Awards ($/Sh) Grant Date Fair Value of Stock and Option Awards - - - - - - - - - - - - - - - - -- - - - - - -

There were no other stock based awards under the Stock Incentive Plan in 2009 to the Named Executive Officers.

Executive Officer Outstanding Equity Awards at Fiscal Year-End

The following table provides certain information concerning any common share purchase options, stock awards or equity incentive plan awards held by each of our named executive officers that were outstanding as of December 31, 2009.

Option Awards

Stock Awards

Name

Number of Securities Underlying Unexercised Options(#) Exercisable

Number of Securities Underlying Unexercised Options(#) Unexercisable

Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)

Option Exercise Price ($)

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested (#)

Market Value of Shares or Units of Stock That Have Not Vested

Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested

Corey P. Schlossmann CEO & President(1)

—

Thomas Maher Former CFO(2)

—

(1)

On November 21, 2009, Mr. Corey P. Schlossmann resigned from his positions as Chief Executive Officer, President and Secretary of the Company. Then, on November 22, 2010 Mr. Schlossman was reappointed as interim President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary, upon the resignation and departure of such officers.

(2)

On February 9, 2010, Mr. Thomas W. Maher resigned from his positions as Chief Financial Officer of the Company. On February 9, 2010 Mr. Corey P. Schlossman was appointed as interim Chief Financial Officer.

OPTION EXERCISES AND STOCK VESTED

There were no options exercised or stock vested during the year ended December 31, 2009.

PENSION BENEFITS AND NONQUALIFIED DEFERRED COMPENSATION

The Company does not maintain any qualified retirement plans or non-nonqualified deferred compensation plans for its employees or directors.

EMPLOYMENT AGREEMENTS

None.

DIRECTOR COMPENSATION

Cash Compensation

Director compensation varies on a per meeting basis.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information regarding beneficial ownership of our common stock as of December 31, 2009: (i) by each of our directors, (ii) by each of the Named Executive Officers, (iii) by all of our executive officers and directors as a group, and (iv) by each person or entity known by us to beneficially own more than five percent (5%) of any class of our outstanding shares. As of December 31, 2009 there were 102,150,306 shares of our common stock outstanding:

	Common Stock
Name and Address of Beneficial Owner	Beneficial Ownership(1)		Percent of Class(1)
Directors and Named Executive Officers
Corey P. Schlossmann (2) (3)		29,254,413		28.64	%
Thomas W. Maher (2) (4)		375,000		*
Bruce Tackman (2) (5)		500,000		*
Howard Landa (2) (6)		250,000		*
Joel Wallach(2)		0		0	%
Stephan Wallach(2)		0		0	%
Officers and Directors as a Group (4 Persons)		30,379,013		29.74	%
Other Beneficial Owners
GreenBridge Capital Partners, IV, LLC(7) (9)		54,321,341		53.18	%
Joseph D. Kowal(9)		--(8)		--
Total		57,540,084		56.33	%

* Indicates less than 1%.

(1) Applicable percentage of ownership is based on 102,150,306 shares of common stock outstanding on December 31, 2009. Percentage ownership is determined based on shares owned together with securities exercisable or convertible into shares of common stock within 60 days of December 31, 2009 for each stockholder. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to securities exercisable or convertible into shares of common stock that are currently exercisable or exercisable within 60 days of December 31, 2009 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Our common stock is our only issued and outstanding class of securities eligible to vote.

(2) Address of the referenced individual is c/o Ethos Environmental, Inc., 6800 Gateway Park Drive, San Diego, CA 92154.

(3) Corey P. Schlossmann resigned as Chief Executive Officer, President, and Secretary of the Company on November 21, 2009, but remained on as a Director of the Company. His ownership includes 27,160,670 shares owned by GreenBridge Capital Partners, IV, LLC, and 800,000 shares of common stock issuable upon exercise of stock options that are exercisable within 60 days of December 31, 2009.

(4) Thomas W. Maher resigned as our Chief Financial Officer and Treasurer on February 9, 2010.

(5) Bruce Tackman is a member of our Board of Directors. Ownership includes 500,000 shares of common stock issuable upon exercise of stock options that are exercisable within 60 days of December 31, 2009.

(6) Howard Landa resigned as a member of our Board of Directors on November 21, 2009. Ownership includes 250,000 shares of common stock issuable upon exercise of stock options that are exercisable within 60 days of December 31, 2009.

(7) Greenbridge Capital Partners, IV, LLC, is equally owned by Mr. Joseph D. Kowal and Mr. Corey P. Schlossman.

(8) Mr. Kowal’s ownership includes 27,160,671 shares owned by GreenBridge Capital Partners, IV, LLC, and 800,000 shares of common stock issuable upon exercise of stock options that are exercisable within 60 days of December 31, 2009.

(9) Address of the referenced entity is 20130 Via Celline, Porter Ranch, CA 91326

Changes in Control

We know of no plans or arrangements that will result in a change of control at our company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

	Year Ended December 31, 2008	Year Ended December 31, 2009
Audit fees	151,000	40,000
Audit-related fees	Nil	Nil
Tax fees	Nil	Nil
All other fees	Nil	Nil
Total	151,000	40,000

For the years ended December 31, 2009 and 2008, we incurred fees as discussed below.

Audit Fees: M&K CPAS, PLLC fees totaled $40,000 for 2008 and $40,000 for 2009. Audit Fees: Peterson Sullivan PLLC fees totaled $28,000 for 2008. Audit Fees: Moore & Associates, Chartered fees totaled $83,000 for 2008.

PART IV

ITEM 15. EXHIBITS.

(a)

Documents filed as part of this Report.

Financial Statements. The Consolidated Balance Sheet of Ethos Environmental, Inc., and subsidiaries as of December 31, 2009 and 2008, the Consolidated Statements of Operations for the year ended December 31, 2009 and 2008, the Consolidated Statements Stockholders’ Equity (Deficit) from inception of development stage to December 31, 2009, and Statements of Cash Flows for the year ended December 31, 2009, and together with the notes thereto and the report of M&K CPAS, PLLC thereon appearing in Item 8 are included in this 2009 Annual Report on Form 10-K.

Exhibits. The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers correspond to the numbering system in Item 601 of Regulation S-K.

Exhibit
Number	Description of Exhibit	Filing
3.01	Articles of Incorporation and Amendments	Filed with the SEC on April 6, 2000 as part of our Registration Statement on Form 10SB12G.
3.01(a)	Articles of Amendment to Articles of Incorporation	Filed with the SEC on April 25, 2006 as part of our Preliminary Information Statement on Form 14-C.
3.02	Bylaws	Filed with the SEC on April 6, 2000 as part of our Registration Statement on Form 10SB12G.
10.1	Promissory Note issued to Brian Quinn dated January 18, 2008.	Filed with the SEC on January 24, 2008 as part of our Current Report on Form 8-K.
10.2	Promissory Note issued to Patricia Applegate dated March 26, 2008.	Filed with the SEC on March 27, 2008 as part of our Current Report on Form 8-K.
10.3	Securities Purchase Agreement between ETEV and Patricia Applegate dated March 26, 2008.	Filed with the SEC on March 27, 2008 as part of our Current Report on Form 8-K.
10.4	Promissory Note issued to Dick F. Chase dated March 31, 2008.	Filed with the SEC on April 4, 2008 as part of our Current Report on Form 8-K.
10.5	Securities Purchase Agreement between ETEV and MKM Opportunity Master Fund, Limited dated August 1, 2008.	Filed with the SEC on August 14, 2008 as part of our Quarterly Report on Form 10-Q.
10.6	Promissory Note issued to MKM Opportunity Master Fund, Limited dated August 1, 2008.	Filed with the SEC on August 14, 2008 as part of our Quarterly Report on Form 10-Q.
10.7	Stock Purchase Agreement between ETEV and MKM Opportunity Master Fund, Limited dated August 1, 2008.	Filed with the SEC on August 14, 2008 as part of our Quarterly Report on Form 10-Q.
10.8	Stock Purchase Warrant issued to MKM Opportunity Master Fund, Limited dated August 1, 2008.	Filed with the SEC on August 14, 2008 as part of our Quarterly Report on Form 10-Q.
10.9	Settlement Agreement and General Mutual Release between ETEV and GreenBridge Capital Partners, IV, LLC dated October 16, 2008.	Filed with the SEC on October 21, 2008 as part of our Current Report on Form 8-K.
10.10	Assumption Agreement between ETEV and Enrique de Vilmorin dated August 2, 2008.	Filed with the SEC on October 21, 2008 as part of our Current Report on Form 8-K.
10.11	Promissory Note issued to Newport Investment Group Ltd. dated October 16, 2008.	Filed with the SEC on October 21, 2008 as part of our Current Report on Form 8-K.
10.12	Private Placement Subscription Agreement between ETEV and MKM Opportunity Master Fund, Limited dated September 25, 2008.	Filed with the SEC on November 19, 2008 as part of our Quarterly Report on Form 10-Q.
10.13	Stock Purchase Warrant issued to MKM Opportunity Master Fund, Limited dated October 1, 2008.	Filed with the SEC on November 19, 2008 as part of our Quarterly Report on Form 10-Q.
10.14	Settlement Agreement and General Release between ETEV and MKM Opportunity Master Fund, Limited dated January 9, 2009.	Filed with the SEC on January 14, 2009 as part of our Current Report on Form 8-K.
10.15	Promissory Note issued to MKM Opportunity Master Fund, Limited dated January 1, 2009.	Filed with the SEC on January 14, 2009 as part of our Current Report on Form 8-K.
10.16	Stock Purchase Warrant issued to MKM Opportunity Master Fund, Limited dated December 1, 2008.	Filed with the SEC on January 14, 2009 as part of our Current Report on Form 8-K.
10.17	Settlement Agreement and General Release between ETEV and Dick F. Chase dated January 1, 2009.	Filed with the SEC on January 14, 2009 as part of our Current Report on Form 8-K.
10.18	Promissory Note issued to Dick F. Chase dated January 1, 2009.	Filed with the SEC on January 14, 2009 as part of our Current Report on Form 8-K.
10.19	Form of Private Placement Securities Purchase Agreement dated January 8, 2009.	Filed with the SEC on January 14, 2009 as part of our Current Report on Form 8-K.
10.20	Form of Private Placement Convertible Promissory Note dated January 9, 2009.	Filed with the SEC on January 14, 2009 as part of our Current Report on Form 8-K.
10.21	Form of Private Placement Private Placement Common Stock Purchase Warrant dated January 9, 2009.	Filed with the SEC on January 14, 2009 as part of our Current Report on Form 8-K.

10.22	Form of Private Placement Security Agreement dated January 9, 2009.	Filed with the SEC on January 14, 2009 as part of our Current Report on Form 8-K.
10.23	Operating Agreement between ETEV and ecoMates, LLC dated March, 2009.	Filed with the SEC on April 15, 2009 as part of our Year End Report on Form 10-K.
10.24	Operating Agreement between ETEV and Ethos Scientific, LLC dated March, 2009.	Filed with the SEC on April 15, 2009 as part of our Year End Report on Form 10-K.
10.25	Form of Private Placement Securities Purchase Agreement dated May 8, 2009.	Filed with the SEC on May 13, 2009 as part of our Year End Report on Form 10-K.
10.26	Private Placement Convertible Promissory Note issued May 8, 2009 to MKM Opportunity Master Fund.	Filed with the SEC on May 13, 2009 as part of our Year End Report on Form 10-K.
10.27	Private Placement Common Stock Purchase Warrant issued May 8, 2009 to MKM Opportunity Master Fund.	Filed with the SEC on May 13, 2009 as part of our Year End Report on Form 10-K.
10.28	Promissory Note issued May 8, 2009 to MKM Opportunity Master Fund.	Filed with the SEC on May 13, 2009 as part of our Year End Report on Form 10-K.
10.29	Common Stock Purchase Warrant issued May 8, 2009 to MKM Opportunity Master Fund.	Filed with the SEC on May 13, 2009 as part of our Current Report on Form 8-K.
10.30	Form of Promissory Note dated August 5, 2009.	Filed with the SEC on August 11, 2009 as part of our Current Report on Form 8-K.
10.31	Form of Stock Purchase Warrant dated August 5, 2009.	Filed with the SEC on August 11, 2009 as part of our Current Report on Form 8-K.
10.32	Form of Securities Purchase Agreement dated August 5, 2009	Filed with the SEC on August 11, 2009 as part of our Current Report on Form 8-K.
10.33	Promissory Note issued to Carrillo Huettel, LLP dated April 28, 2009.	Filed with the SEC on August 14, 2009 as part of our Quarterly Report on Form 10-Q.
10.34	Stock Purchase Warrant issued to Carrillo Huettel, LLP dated April 28, 2009.	Filed with the SEC on August 14, 2009 as part of our Quarterly Report on Form 10-Q.
10.35	Settlement Agreement and General Mutual Release between ETEV and Thrive Worldwide, LLC dated October 7, 2009.	Filed with the SEC on October 14, 2009 as part of our Current Report on Form 8-K.
10.36	Promissory Note issued to MKM Opportunity Master Fund, Limited dated October 7, 2009.	Filed with the SEC on October 14, 2009 as part of our Current Report on Form 8-K.
10.37	Assignment Agreement between Thrive Worldwide, LLC and MKM Opportunity Master Fund, Limited dated October 7, 2009.	Filed with the SEC on October 14, 2009 as part of our Current Report on Form 8-K.
10.38	Securities Purchase Agreement and Promissory Note issued to MKM Opportunity Master Fund, Limited dated November 2, 2009.	Filed with the SEC on November 9, 2009 as part of our Current Report on Form 8-K.
10.39	Agreement and Plan of Merger between ETEV and Youngevity dated November 21, 2009	Filed with the SEC on November 25, 2009 as part of our Current Report on Form 8-K.
14.1	Code of Ethics	Filed with the SEC on April 15, 2009 as part of our Annual Report on Form 10-K.
16.1	Letter re: Change in Certifying Accountant from J.H. COHN LLP	Filed with the SEC on January 24, 2008 as part of our Current Report on Form 8-K.
16.2	Letter from former Auditor Moore & Associates	Filed with the SEC on June 19, 2009 as part of our Current Report on Form 8-K.
21.1	List of Subsidiaries	Filed herewith.
31.01	Certification of Principal Executive Officer Pursuant to Rule 13a-14	Filed herewith.
31.02	Certification of Principal Financial Officer Pursuant to Rule 13a-14	Filed herewith.
32.01	CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith.
32.02	CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 28th day of June 2011.

REGENECA, INC. a Nevada Corporation By: /s/ Matthew Nicosia Matthew Nicosia Chief Executive Officer (Principal Executive Officer) and Director /s/ Daniel Kerker Daniel Kerker Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Treasurer

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of Ethos Environmental, Inc. and in the capacities and on the dates indicated.

Signature	Position	Date
/s/ Matthew Nicosia	Chief Executive Officer and Director	June 28, 2011
Matthew Nicosia
/s/ Daniel Kerker Daniel Kerker	Chief Financial Officer, Principal Accounting Officer, and Treasurer	June 28, 2011
/s/ Adam Gilmer	President and Director	June 28, 2011
Adam Gilmer
/s/ Christopher Wilson	Secretary	June 28, 2011
Christopher Wilson
/s/ James Short	Director	June 28, 2011
James Short

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