As filed with the Securities and Exchange Commission on February 13, 2009
                                                     Registration Number: 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ECOSYSTEM CORPORATION
--------------------------------------------------------------------------------
               (Exact name of Registrant as specified in Charter)
    Delaware                                                       20-3148296
--------------------------------------------------------------------------------
(State of Incorporation)                           (I.R.S. Employer I.D. Number)

                 One Penn Plaza, Suite 1612, New York, NY 10119
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                           2009 EQUITY INCENTIVE PLAN
--------------------------------------------------------------------------------
                              (Full Title of Plan)


                              EcoSystem Corporation
                           One Penn Plaza, Suite 1612
                               New York, NY 10119
                                 (212) 994-5374
--------------------------------------------------------------------------------
            (Name, Address and Telephone Number of Agent for Service)

                                    Copy to:
                               ROBERT BRANTL, ESQ.
                                52 Mulligan Lane
                               Irvington, NY 10533
                                 (914) 693-3026

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

Large accelerated filer        Accelerated filer
                       ---                               ---
Non-accelerated filer          Smaller reporting company  X
                       ---                               ---

<PAGE>


<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE

     Title of                               Proposed Maximum       Proposed Maximum
     Securities          Amount to               Offering               Aggregate       Amount of
     to be Registered    be Registered(1)   Price per Share (2)    Offering Price (2)   Registration Fee
--------------------------------------------------------------------------------------------------------
<S>                       <C>                       <C>               <C>                     <C>
     Common Stock,        100,000,000 shares        $0.002            $200,000                $7.86
     $.001 par value
---------------------------------------------------------------------------------------------------------
<FN>
(1)  This  Registration  Statement  also  covers  an  indeterminable  number  of
     additional  shares that may be issued as a result of an  adjustment  in the
     shares in the event of a stock  split,  stock  dividend or similar  capital
     adjustment, as required by the Plan.

(2)  The price stated is estimated  solely for  purposes of  calculation  of the
     registration fee and is the product resulting from multiplying  100,000,000
     shares by $0.002 the closing price of shares of the Common Stock on the OTC
     Bulletin Board on February 12, 2009.
</FN>
</TABLE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     EcoSystem Corporation is incorporating by reference the following documents
previously filed with the Securities and Exchange Commission:

(a)  EcoSystem's  Annual  Report on Form 10-KSB for the year ended  December 31,
     2007;

(b)  EcoSystem's  Quarterly  Report on Form 10-Q for the quarter ended March 31,
     2008;

(c)  EcoSystem's  Quarterly  Report on Form 10-Q for the quarter  ended June 30,
     2008;

(d)  EcoSystem's  Quarterly  Report on Form 10-Q for the quarter ended September
     30, 2008;

(e)  EcoSystem's  Current  Report on Form 8-K dated  December 2, 2008,  filed on
     December 5, 2008;

(f)  EcoSystem's  Current Report on Form 8-K dated  December 18, 2008,  filed on
     December 18, 2008

(g)  the  description of EcoSystem  Common Stock  contained in its  Registration
     Statement on Form SB-2 (No. 333-49166).

     EcoSystem is also incorporating by reference all documents  hereafter filed
by EcoSystem  pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities
Exchange Act of 1934,  prior to the filing of a  post-effective  amendment which
indicates that all securities  offered have been sold or which  deregisters  all
securities then remaining unsold.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     Robert Brantl, Esq., counsel to EcoSystem,  has passed upon the validity of
the shares registered pursuant to this Registration Statement.  Mr. Brantl holds
no interest in the securities of EcoSystem.

Item 6.  Indemnification of Directors and Officers.

     Section  145 of the  General  Corporation  Law of  the  State  of  Delaware
authorizes  a  orporation  to provide  indemnification  to a director,  officer,
employee or agent of the  corporation,  including  attorneys'  fees,  judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him in
connection  with such action,  suit or  proceeding,  if such party acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no  reasonable  cause to believe his  conduct  was  unlawful as
determined in accordance  with the statute,  and except that with respect to any
action  which  results  in a  judgment  against  the  person and in favor of the
corporation the corporation may not indemnify unless a court determines that the
person is fairly and  reasonably  entitled to the  indemnification.  Section 145
further provides that indemnification shall be provided if the party in question
is successful on the merits.

     Our  certificate  of  incorporation  provides  that members of our board of
directors  are  protected  against  personal  liability  to the  fullest  extent
permitted by Delaware  corporate law. Delaware  corporate law permits a Delaware
corporation  to eliminate  the personal  liability of its directors for monetary
damages  for  breach of  fiduciary  duty,  except  for  breaches  of the duty of
loyalty,   acts  or  omissions  not  in  good  faith  or  involving  intentional
misconduct, improper payment of dividends, or transactions in which the director
derived an improper personal benefit.

     Insofar as indemnification for liabilities under the Securities Act of 1933
may be permitted to our directors,  officers or controlling  persons pursuant to
the foregoing provision or otherwise,  we have been advised that, in the opinion
of the  Securities  and Exchange  Commission,  such  indemnification  is against
public policy as expressed in that Act and is, therefore, unenforceable.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

4.1  2009 Equity Incentive Plan

5    Opinion of Robert Brantl, Esq.

23.1 Consent of Rosenberg Rich Baker Berman & Co., C.P.A., P.A.

23.2 Consent of Robert  Brantl,  Esq.  is  contained  in his  opinion,  filed as
     Exhibit 5.

Item 9.  Undertakings.

         EcoSystem Corporation hereby undertakes:

(1)  To file,  during  any  period in which  offers or sales are being  made,  a
     post-effective  amendment  to this  Registration  Statement  to include any
     material   information  with  respect  to  the  plan  of  distribution  not
     previously  disclosed in the Registration  Statement or any material change
     to such information in the Registration Statement;

(2)  That, for the purpose of determining any liability under the Securities Act
     of 1933,  each such  post-effective  amendment  shall be deemed to be a new
     registration  statement relating to the securities offered therein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof;

(3)  To remove from  registration by means of a post-effective  amendment any of
     the securities  being  registered which remain unsold at the termination of
     the offering;

(4)  That, for purposes of determining any liability under the Securities Act of
     1933,  each filing of the annual report  pursuant to Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934 (and, where applicable,  each filing
     of an employee  benefit  plan's annual report  pursuant to Section 15(d) of
     the Securities  Exchange Act of 1934) that is  incorporated by reference in
     this  Registration  Statement  shall  be  deemed  to be a new  registration
     statement  relating to the securities  offered herein,  and the offering of
     such  securities  at that time shall be deemed to be the initial  bona fide
     offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be  permitted to  directors,  officers  and  controlling  persons of
EcoSystem pursuant to the provisions of the Delaware General  Corporation Law or
otherwise,  EcoSystem has been advised that in the opinion of the Securities and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification against such liabilities (other than the payment by EcoSystem of
expenses  incurred  or paid by a  director,  officer  or  controlling  person of
EcoSystem  in the  successful  defense of any  action,  suit or  proceeding)  is
asserted by such director,  officer or controlling person in connection with the
securities  being  registered,  EcoSystem  will,  unless in the  opinion  of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.



<PAGE>



REOFFER PROSPECTUS

                              ECOSYSTEM CORPORATION

                       100,000,000 Shares of Common Stock

     The shares are being  offered by persons  who are  officers,  directors  or
otherwise  control  persons of EcoSystem  Corporation.  They acquired the shares
from  EcoSystem,  either as the  recipients  of grants of stock or by exercising
stock options issued to them by EcoSystem.

     The selling  shareholders  intend to sell the shares into the public market
from time to time.  The  shareholders  will negotiate with the market makers for
EcoSystem  common stock to determine the prices for each sale.  They expect each
sale price to be near to the market price at the time of the sale.

     EcoSystem  common  stock is listed for  trading on the OTC  Bulletin  Board
under the trading symbol "ESYM.OB."

     Purchase of EcoSystem common stock involves  substantial  risk.  Please see
"Risk Factors," which begins on page 2.

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or  disapproved  of these  securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

                              EcoSystem Corporation
                           One Penn Plaza, Suite 1612
                               New York, NY 10119
                                  212-994-5374


                The date of this prospectus is February 13, 2009


<PAGE>






                                TABLE OF CONTENTS

RISK FACTORS.................................................................-2-

SELLING SHAREHOLDERS.........................................................-5-

OTHER AVAILABLE INFORMATION..................................................-6-

INDEMNIFICATION..............................................................-6-

                                  RISK FACTORS

You should carefully consider the risks described below before buying our common
stock.  If any of the risks described  below actually  occurs,  that event could
cause the trading  price of our common stock to decline,  and you could lose all
or part of your investment.

There is  substantial  doubt  concerning  our  ability  to  continue  as a going
concern.

EcoSystem  incurred a loss from  continuing  operations  of $367,474  during the
twelve months ended December 31, 2007, and we had  approximately  $91 in cash at
September 30, 2008. These matters raise  substantial  doubt about our ability to
continue as a going  concern.  Management's  plans  include  raising  additional
proceeds   from  debt  and  equity   transactions   and   completing   strategic
acquisitions.

We are  implementing  new business  plans which make the results of our business
uncertain.

Our limited  operating  history makes it difficult  for  potential  investors to
evaluate our business.  Therefore, our proposed operations are subject to all of
the risks inherent in the initial expenses, challenges, complications and delays
frequently  encountered in connection with the formation of any new business, as
well as those risks that are  specific to the  biodiesel,  ethanol and  culinary
oils industry in general. Investors should evaluate an investment in our company
in light of the problems and uncertainties  frequently  encountered by companies
attempting  to develop  markets for new  products,  services  and  technologies.
Despite best efforts, we may never overcome these obstacles to achieve financial
success.  Our business is speculative and dependent upon the  implementation  of
our business  plan, as well as our ability to enter into  agreements  with third
parties for necessary  financing,  the provision of necessary feedstock sources,
engineering, procurement and construction services and the sale and distribution
of our biodiesel  fuel on terms that will be  commercially  viable for us. There
can be no assurance  that our efforts will be successful or result in revenue or
profit. There is no assurance that we will earn significant revenues or that our
investors will not lose their entire investment.
<PAGE>

The fiscal efficiencies of highly capitalized competitors in biotechnology could
defeat our efforts to capture a viable market share.

The business of developing new  biotechnologies  is a capital-intense  business,
requiring  substantial  capital  resources.  The  costs  that  we may  incur  in
obtaining capital are substantially greater per dollar than the cost incurred by
large scale  enterprises in the industry.  This  situation  could cause us to be
unable to compete effectively.

We lack capital to fund our operations.

During the nine months ended September 30, 2008 our operations consumed $108,309
in cash. Loans from some of our shareholders funded both the cash shortfall from
operations and our debt service. Those individuals may not be able to continue
to fund our operations or our debt service.

Our operations will suffer if we are unable to manage our rapid growth.

We are  currently  experiencing  a  period  of  rapid  growth  through  internal
expansion and strategic acquisitions. This growth has placed, and could continue
to place, a significant strain on our management, personnel and other resources.
Our  ability to grow will  require us to  effectively  manage our  collaborative
arrangements  and to  continue  to  improve  our  operational,  management,  and
financial systems and controls,  and to successfully train,  motivate and manage
our  employees.  If we are unable to effectively  manage our growth,  we may not
realize the expected  benefits of such growth,  and such failure could result in
lost sales opportunities,  lost business,  difficulties operating our assets and
could therefore significantly impair our financial condition.

Our failure to attract qualified engineers and management personnel could hinder
our success.

Our ability to attract and retain  qualified  engineers  and other  professional
personnel  when we need them will be a major  factor in  determining  our future
success.  There is a very  competitive  market  for  individuals  with  advanced
engineering  training,  and we are not  assured  of  being  able to  retain  the
personnel we will need.

Key personnel are critical to our business and our future success depends on our
ability to retain them.

Our success depends on the contributions of our key management,  and engineering
personnel.  The loss of these officers could result in lost sales opportunities,
lost  business,   difficulties   operating  our  assets,   difficulties  raising
additional  funds  and  could  therefore   significantly  impair  our  financial
condition.  Our future  success  depends on our ability to retain and expand our
staff  of  qualified  personnel,   including  environmental  technicians,  sales
personnel and engineers.  Without  qualified  personnel,  we may incur delays in
rendering our services or be unable to render certain services.

Viridis  Capital  can  exert  control  over us and may not make  decisions  that
further the best interests of all stockholders.
<PAGE>

Viridis Capital, LLC owns 80% of our common stock. As a result, Viridis exerts a
significant degree of influence over our management and affairs and over matters
requiring stockholder approval, including the election of directors and approval
of  significant  corporate  transactions.  In addition,  this  concentration  of
ownership  may delay or prevent a change in  control of us and might  affect the
market  price of our common  stock,  even when a change in control may be in the
best  interest  of  all  stockholders.   Furthermore,   the  interests  of  this
concentration  of ownership  may not always  coincide  with our interests or the
interests of other  stockholders and  accordingly,  they could cause us to enter
into transactions or agreements which we would not otherwise consider.

EcoSystem  Corporation is not likely to hold annual shareholder  meetings in the
next few years.

Delaware  corporation law provides that members of the board of directors retain
authority  to act  until  they are  removed  or  replaced  at a  meeting  of the
shareholders.  A  shareholder  may petition  the  Delaware  Court of Chancery to
direct that a shareholders  meeting be held. But absent such a legal action, the
board has no obligation to call a shareholders' meeting.  Unless a shareholders'
meeting is held, the existing directors elect directors to fill any vacancy that
occurs on the board of directors. The shareholders,  therefore,  have no control
over the constitution of the board of directors,  unless a shareholders' meeting
is held.  Management  does not expect to hold annual meetings of shareholders in
the  next  few  years,  due to the  expense  involved.  Kevin  Kreisler,  who is
currently  the sole  director of EcoSystem  Corporation,  was  appointed to that
position by the previous directors. If other directors are added to the Board in
the future,  it is likely that Mr. Kreisler will appoint them. As a result,  the
shareholders of EcoSystem Corporation will have no effective means of exercising
control over the operations of EcoSystem Corporation.

Investing in our stock is highly  speculative  and you could lose some or all of
your investment.

The value of our common stock may decline and may be affected by numerous market
conditions, which could result in the loss of some or the entire amount invested
in our stock. The securities  markets  frequently  experience  extreme price and
volume  fluctuations  that affect  market  prices for  securities  of  companies
generally and very small capitalization companies such as us in particular.

The volatility of the market for EcoSystem Corporation common stock may prevent
a shareholder from obtaining a fair price for his shares.

The common stock of EcoSystem  Corporation is quoted on the OTC Bulletin  Board.
It is impossible to say that the market price on any given day reflects the fair
value of EcoSystem  Corporation,  since the price  sometimes moves up or down by
50% or more in a week's time. A shareholder in EcoSystem  Corporation  who wants
to sell his shares,  therefore, runs the risk that at the time he wants to sell,
the market price may be much less than the price he would consider to be fair.

Our common stock qualifies as a "penny stock" under SEC rules which may make it
more difficult for our stockholders to resell their shares of our common stock.
<PAGE>

Our common stock trades on the OTC Bulletin Board.  As a result,  the holders of
our  common  stock  may find it more  difficult  to obtain  accurate  quotations
concerning  the market  value of the  stock.  Stockholders  also may  experience
greater difficulties in attempting to sell the stock than if it were listed on a
stock  exchange  or quoted on the NASDAQ  Global  Market or the  NASDAQ  Capital
Market.  Because our common  stock does not trade on a stock  exchange or on the
NASDAQ Global Market or the NASDAQ Capital  Market,  and the market price of the
common  stock is less than $5.00 per  share,  the common  stock  qualifies  as a
"penny stock." SEC Rule 15g-9 under the Securities  Exchange Act of 1934 imposes
additional  sales practice  requirements  on  broker-dealers  that recommend the
purchase or sale of penny  stocks to persons  other than those who qualify as an
"established   customer"  or  an  "accredited   investor."   This  includes  the
requirement   that  a   broker-dealer   must   make  a   determination   on  the
appropriateness  of  investments  in penny stocks for the customer and must make
special  disclosures  to the  customer  concerning  the  risks of penny  stocks.
Application  of the penny  stock  rules to our common  stock  affects the market
liquidity of the shares,  which in turn may affect the ability of holders of our
common stock to resell the stock.

Only a small portion of the investment  community  will purchase  "penny stocks"
such as our common stock.

EcoSystem  Corporation  common  stock is defined  by the SEC as a "penny  stock"
because it trades at a price less than  $5.00 per share.  EcoSystem  Corporation
common stock also meets most common  definitions  of a "penny  stock,"  since it
trades for less than $1.00 per share. Many brokerage firms will discourage their
customers from purchasing  penny stocks,  and even more brokerage firms will not
recommend a penny stock to their customers.  Most  institutional  investors will
not invest in penny stocks.  In addition,  many  individual  investors  will not
consider a purchase of a penny stock due,  among other  things,  to the negative
reputation  that attends the penny stock market.  As a result of this widespread
disdain  for  penny  stocks,  there  will  be a  limited  market  for  EcoSystem
Corporation  common stock as long as it remains a "penny  stock." This situation
may limit the liquidity of your shares.


                              SELLING SHAREHOLDERS
<TABLE>
<CAPTION>

     The table below  contains  information  regarding the  individuals  who are
using this prospectus to offer common shares.
<S>                        <C>              <C>                 <C>                <C>              <C>
                                                                                                    Percentage of
                                            Shares Owned        Number of          Shares Owned     Class Held
Selling Shareholder        Position         Before Offering     Shares Offered     After Offering   After Offering
-------------------        --------         ----------------    --------------     --------------   --------------

</TABLE>

<PAGE>





                           OTHER AVAILABLE INFORMATION

     EcoSystem Corporation is incorporating by reference the following documents
previously filed with the Securities and Exchange Commission:

     (a)  EcoSystem's  Annual Report on Form 10-KSB for the year ended  December
          31, 2007;

     (b)  EcoSystem's  Quarterly Report on Form 10-Q for the quarter ended March
          31, 2008;

     (c)  EcoSystem's  Quarterly  Report on Form 10-Q for the quarter ended June
          30, 2008;

     (d)  EcoSystem's  Quarterly  Report  on Form  10-Q  for the  quarter  ended
          September 30, 2008;

     (e)  EcoSystem's  Currend Report on Form 8-K dated December 2, 2008,  filed
          on December 5, 2008;

     (f)  EcoSystem's  Currend Report on Form 8-K dated December 18, 2008, filed
          on December 18, 2008

     (g)  the   description   of  EcoSystem   Common  Stock   contained  in  its
          Registration Statement on Form SB-2 (No. 333-49166).

     EcoSystem is also incorporating by reference all documents  hereafter filed
by EcoSystem  pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities
Exchange Act of 1934,  prior to the filing of a  post-effective  amendment which
indicates that all securities  offered have been sold or which  deregisters  all
securities then remaining unsold.

     Upon written request,  EcoSystem will provide to each person, including any
beneficial  owner,  to whom this  prospectus  is delivered a copy of any and all
information  that has been  incorporated  into this prospectus by reference.  We
will provide the  information at no cost to the person who requests it. Any such
request should be made to Kevin Kreisler, EcoSystem Corporation, One Penn Plaza,
Suite 1612, New York, NY 10119.

     EcoSystem  files  with  the  Securities  and  Exchange  Commission  annual,
quarterly and current reports, proxy statements and other information, which may
assist  you  in  understanding  our  company.  In  addition,  we  have  filed  a
registration  statement  on Form S-8,  including  exhibits,  with respect to the
shares to be sold in the offering.

     You may read and copy the registration statement or any reports, statements
or other  information that we file at the Commission's  Public Reference Room at
100 F Street,  N.E.,  Washington,  D.C.  20549.  Please call the  Commission  at

<PAGE>

1-800-SEC-0330 for further  information on the operation of the Public Reference
Room. Our Commission  filings,  including the registration  statement,  are also
available to you on the Commission's Web site at http://WWW.SEC.GOV.

                                 INDEMNIFICATION

     Section  145 of the  General  Corporation  Law of  the  State  of  Delaware
authorizes a  corporation  to provide  indemnification  to a director,  officer,
employee or agent of the  corporation,  including  attorneys'  fees,  judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him in
connection  with such action,  suit or  proceeding,  if such party acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no  reasonable  cause to believe his  conduct  was  unlawful as
determined in accordance  with the statute,  and except that with respect to any
action  which  results  in a  judgment  against  the  person and in favor of the
corporation the corporation may not indemnify unless a court determines that the
person is fairly and  reasonably  entitled to the  indemnification.  Section 145
further provides that indemnification shall be provided if the party in question
is successful on the merits.

     Our  certificate  of  incorporation  provides  that members of our board of
directors  are  protected  against  personal  liability  to the  fullest  extent
permitted by Delaware  corporate law. Delaware  corporate law permits a Delaware
corporation  to eliminate  the personal  liability of its directors for monetary
damages  for  breach of  fiduciary  duty,  except  for  breaches  of the duty of
loyalty,   acts  or  omissions  not  in  good  faith  or  involving  intentional
misconduct, improper payment of dividends, or transactions in which the director
derived an improper personal benefit.

     Insofar as indemnification for liabilities under the Securities Act of 1933
may be permitted to our directors,  officers or controlling  persons pursuant to
the foregoing provision or otherwise,  we have been advised that, in the opinion
of the  Securities  and Exchange  Commission,  such  indemnification  is against
public policy as expressed in that Act and is, therefore, unenforceable.

                                    * * * * *


<PAGE>







                                   SIGNATURES

     Pursuant  to the  requirements  of the  Securities  Act of 1933,  EcoSystem
Corporation  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of New York and the State of New York on the 13th
day of February, 2009.

                                       ECOSYSTEM CORPORATION.

                                       By:/s/ Glen Courtright
                                       --------------------------------
                                              Glen Courtright
                                              Chief Executive Officer


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities indicated on February 13, 2009.


/s/ Glen Courtright
---------------------------------
    Glen Courtright, Director,
    Chief Executive Officer


/s/ Kevin Kreisler
---------------------------------
    Kevin Kreisler, Director


/s/ Jacqueline Flynn
---------------------------------
    Jacqueline Flynn,
    Chief Financial Officer,
    Chief Accounting Officer
[{"type": "S-8", "sequence": "1", "filename": "esyms821309.txt", "description": "ECOSYSTEM CORPORATION S-8", "secsgml_size_bytes": 30805}]
{"company-data": {"conformed-name": "ECOSYSTEM CORP", "cik": "0001127242", "assigned-sic": "2300", "irs-number": "203148296", "fiscal-year-end": "1208"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-157313", "film-number": "09603763"}, "business-address": {"street1": "ONE PENN PLAZA", "street2": "SUITE 1612", "city": "NEW YORK", "state": "NY", "zip": "10119", "phone": "212-994-5374"}, "mail-address": {"street1": "ONE PENN PLAZA", "street2": "SUITE 1612", "city": "NEW YORK", "state": "NY", "zip": "10119"}, "former-company": [{"former-conformed-name": "GS Energy CORP", "date-changed": "20060719"}, {"former-conformed-name": "INSEQ CORP", "date-changed": "20050715"}, {"former-conformed-name": "INCODE TECHNOLOGIES CORP.", "date-changed": "20050209"}]}
As filed with the Securities and Exchange Commission on February 13, 2009
                                                     Registration Number: 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ECOSYSTEM CORPORATION
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               (Exact name of Registrant as specified in Charter)
    Delaware                                                       20-3148296
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(State of Incorporation)                           (I.R.S. Employer I.D. Number)

                 One Penn Plaza, Suite 1612, New York, NY 10119
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                    (Address of Principal Executive Offices)

                           2009 EQUITY INCENTIVE PLAN
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                              (Full Title of Plan)

                              EcoSystem Corporation
                           One Penn Plaza, Suite 1612
                               New York, NY 10119
                                 (212) 994-5374
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            (Name, Address and Telephone Number of Agent for Service)

                                    Copy to:
                               ROBERT BRANTL, ESQ.
                                52 Mulligan Lane
                               Irvington, NY 10533
                                 (914) 693-3026

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

Large accelerated filer        Accelerated filer
                       ---                               ---
Non-accelerated filer          Smaller reporting company  X
                       ---                               ---
CALCULATION OF REGISTRATION FEE

     Title of                               Proposed Maximum       Proposed Maximum
     Securities          Amount to               Offering               Aggregate       Amount of
     to be Registered    be Registered(1)   Price per Share (2)    Offering Price (2)   Registration Fee
--------------------------------------------------------------------------------------------------------
Common Stock,        100,000,000 shares        $0.002            $200,000                $7.86
     $.001 par value
---------------------------------------------------------------------------------------------------------
(1)  This  Registration  Statement  also  covers  an  indeterminable  number  of
     additional  shares that may be issued as a result of an  adjustment  in the
     shares in the event of a stock  split,  stock  dividend or similar  capital
     adjustment, as required by the Plan.

(2)  The price stated is estimated  solely for  purposes of  calculation  of the
     registration fee and is the product resulting from multiplying  100,000,000
     shares by $0.002 the closing price of shares of the Common Stock on the OTC
     Bulletin Board on February 12, 2009.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     EcoSystem Corporation is incorporating by reference the following documents
previously filed with the Securities and Exchange Commission:

(a)  EcoSystem's  Annual  Report on Form 10-KSB for the year ended  December 31,
     2007;

(b)  EcoSystem's  Quarterly  Report on Form 10-Q for the quarter ended March 31,
     2008;

(c)  EcoSystem's  Quarterly  Report on Form 10-Q for the quarter  ended June 30,
     2008;

(d)  EcoSystem's  Quarterly  Report on Form 10-Q for the quarter ended September
     30, 2008;

(e)  EcoSystem's  Current  Report on Form 8-K dated  December 2, 2008,  filed on
     December 5, 2008;

(f)  EcoSystem's  Current Report on Form 8-K dated  December 18, 2008,  filed on
     December 18, 2008

(g)  the  description of EcoSystem  Common Stock  contained in its  Registration
     Statement on Form SB-2 (No. 333-49166).

     EcoSystem is also incorporating by reference all documents  hereafter filed
by EcoSystem  pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities
Exchange Act of 1934,  prior to the filing of a  post-effective  amendment which
indicates that all securities  offered have been sold or which  deregisters  all
securities then remaining unsold.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     Robert Brantl, Esq., counsel to EcoSystem,  has passed upon the validity of
the shares registered pursuant to this Registration Statement.  Mr. Brantl holds
no interest in the securities of EcoSystem.

Item 6.  Indemnification of Directors and Officers.

     Section  145 of the  General  Corporation  Law of  the  State  of  Delaware
authorizes  a  orporation  to provide  indemnification  to a director,  officer,
employee or agent of the  corporation,  including  attorneys'  fees,  judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him in
connection  with such action,  suit or  proceeding,  if such party acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no  reasonable  cause to believe his  conduct  was  unlawful as
determined in accordance  with the statute,  and except that with respect to any
action  which  results  in a  judgment  against  the  person and in favor of the
corporation the corporation may not indemnify unless a court determines that the
person is fairly and  reasonably  entitled to the  indemnification.  Section 145
further provides that indemnification shall be provided if the party in question
is successful on the merits.

     Our  certificate  of  incorporation  provides  that members of our board of
directors  are  protected  against  personal  liability  to the  fullest  extent
permitted by Delaware  corporate law. Delaware  corporate law permits a Delaware
corporation  to eliminate  the personal  liability of its directors for monetary
damages  for  breach of  fiduciary  duty,  except  for  breaches  of the duty of
loyalty,   acts  or  omissions  not  in  good  faith  or  involving  intentional
misconduct, improper payment of dividends, or transactions in which the director
derived an improper personal benefit.

     Insofar as indemnification for liabilities under the Securities Act of 1933
may be permitted to our directors,  officers or controlling  persons pursuant to
the foregoing provision or otherwise,  we have been advised that, in the opinion
of the  Securities  and Exchange  Commission,  such  indemnification  is against
public policy as expressed in that Act and is, therefore, unenforceable.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

4.1  2009 Equity Incentive Plan

5    Opinion of Robert Brantl, Esq.

23.1 Consent of Rosenberg Rich Baker Berman & Co., C.P.A., P.A.

23.2 Consent of Robert  Brantl,  Esq.  is  contained  in his  opinion,  filed as
     Exhibit 5.

Item 9.  Undertakings.

         EcoSystem Corporation hereby undertakes:

(1)  To file,  during  any  period in which  offers or sales are being  made,  a
     post-effective  amendment  to this  Registration  Statement  to include any
     material   information  with  respect  to  the  plan  of  distribution  not
     previously  disclosed in the Registration  Statement or any material change
     to such information in the Registration Statement;

(2)  That, for the purpose of determining any liability under the Securities Act
     of 1933,  each such  post-effective  amendment  shall be deemed to be a new
     registration  statement relating to the securities offered therein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof;

(3)  To remove from  registration by means of a post-effective  amendment any of
     the securities  being  registered which remain unsold at the termination of
     the offering;

(4)  That, for purposes of determining any liability under the Securities Act of
     1933,  each filing of the annual report  pursuant to Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934 (and, where applicable,  each filing
     of an employee  benefit  plan's annual report  pursuant to Section 15(d) of
     the Securities  Exchange Act of 1934) that is  incorporated by reference in
     this  Registration  Statement  shall  be  deemed  to be a new  registration
     statement  relating to the securities  offered herein,  and the offering of
     such  securities  at that time shall be deemed to be the initial  bona fide
     offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be  permitted to  directors,  officers  and  controlling  persons of
EcoSystem pursuant to the provisions of the Delaware General  Corporation Law or
otherwise,  EcoSystem has been advised that in the opinion of the Securities and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification against such liabilities (other than the payment by EcoSystem of
expenses  incurred  or paid by a  director,  officer  or  controlling  person of
EcoSystem  in the  successful  defense of any  action,  suit or  proceeding)  is
asserted by such director,  officer or controlling person in connection with the
securities  being  registered,  EcoSystem  will,  unless in the  opinion  of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
REOFFER PROSPECTUS

                              ECOSYSTEM CORPORATION

                       100,000,000 Shares of Common Stock

     The shares are being  offered by persons  who are  officers,  directors  or
otherwise  control  persons of EcoSystem  Corporation.  They acquired the shares
from  EcoSystem,  either as the  recipients  of grants of stock or by exercising
stock options issued to them by EcoSystem.

     The selling  shareholders  intend to sell the shares into the public market
from time to time.  The  shareholders  will negotiate with the market makers for
EcoSystem  common stock to determine the prices for each sale.  They expect each
sale price to be near to the market price at the time of the sale.

     EcoSystem  common  stock is listed for  trading on the OTC  Bulletin  Board
under the trading symbol "ESYM.OB."

     Purchase of EcoSystem common stock involves  substantial  risk.  Please see
"Risk Factors," which begins on page 2.

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or  disapproved  of these  securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

                              EcoSystem Corporation
                           One Penn Plaza, Suite 1612
                               New York, NY 10119
                                  212-994-5374

                The date of this prospectus is February 13, 2009
TABLE OF CONTENTS

RISK FACTORS.................................................................-2-

SELLING SHAREHOLDERS.........................................................-5-

OTHER AVAILABLE INFORMATION..................................................-6-

INDEMNIFICATION..............................................................-6-

                                  RISK FACTORS

You should carefully consider the risks described below before buying our common
stock.  If any of the risks described  below actually  occurs,  that event could
cause the trading  price of our common stock to decline,  and you could lose all
or part of your investment.

There is  substantial  doubt  concerning  our  ability  to  continue  as a going
concern.

EcoSystem  incurred a loss from  continuing  operations  of $367,474  during the
twelve months ended December 31, 2007, and we had  approximately  $91 in cash at
September 30, 2008. These matters raise  substantial  doubt about our ability to
continue as a going  concern.  Management's  plans  include  raising  additional
proceeds   from  debt  and  equity   transactions   and   completing   strategic
acquisitions.

We are  implementing  new business  plans which make the results of our business
uncertain.

Our limited  operating  history makes it difficult  for  potential  investors to
evaluate our business.  Therefore, our proposed operations are subject to all of
the risks inherent in the initial expenses, challenges, complications and delays
frequently  encountered in connection with the formation of any new business, as
well as those risks that are  specific to the  biodiesel,  ethanol and  culinary
oils industry in general. Investors should evaluate an investment in our company
in light of the problems and uncertainties  frequently  encountered by companies
attempting  to develop  markets for new  products,  services  and  technologies.
Despite best efforts, we may never overcome these obstacles to achieve financial
success.  Our business is speculative and dependent upon the  implementation  of
our business  plan, as well as our ability to enter into  agreements  with third
parties for necessary  financing,  the provision of necessary feedstock sources,
engineering, procurement and construction services and the sale and distribution
of our biodiesel  fuel on terms that will be  commercially  viable for us. There
can be no assurance  that our efforts will be successful or result in revenue or
profit. There is no assurance that we will earn significant revenues or that our
investors will not lose their entire investment.
The fiscal efficiencies of highly capitalized competitors in biotechnology could
defeat our efforts to capture a viable market share.

The business of developing new  biotechnologies  is a capital-intense  business,
requiring  substantial  capital  resources.  The  costs  that  we may  incur  in
obtaining capital are substantially greater per dollar than the cost incurred by
large scale  enterprises in the industry.  This  situation  could cause us to be
unable to compete effectively.

We lack capital to fund our operations.

During the nine months ended September 30, 2008 our operations consumed $108,309
in cash. Loans from some of our shareholders funded both the cash shortfall from
operations and our debt service. Those individuals may not be able to continue
to fund our operations or our debt service.

Our operations will suffer if we are unable to manage our rapid growth.

We are  currently  experiencing  a  period  of  rapid  growth  through  internal
expansion and strategic acquisitions. This growth has placed, and could continue
to place, a significant strain on our management, personnel and other resources.
Our  ability to grow will  require us to  effectively  manage our  collaborative
arrangements  and to  continue  to  improve  our  operational,  management,  and
financial systems and controls,  and to successfully train,  motivate and manage
our  employees.  If we are unable to effectively  manage our growth,  we may not
realize the expected  benefits of such growth,  and such failure could result in
lost sales opportunities,  lost business,  difficulties operating our assets and
could therefore significantly impair our financial condition.

Our failure to attract qualified engineers and management personnel could hinder
our success.

Our ability to attract and retain  qualified  engineers  and other  professional
personnel  when we need them will be a major  factor in  determining  our future
success.  There is a very  competitive  market  for  individuals  with  advanced
engineering  training,  and we are not  assured  of  being  able to  retain  the
personnel we will need.

Key personnel are critical to our business and our future success depends on our
ability to retain them.

Our success depends on the contributions of our key management,  and engineering
personnel.  The loss of these officers could result in lost sales opportunities,
lost  business,   difficulties   operating  our  assets,   difficulties  raising
additional  funds  and  could  therefore   significantly  impair  our  financial
condition.  Our future  success  depends on our ability to retain and expand our
staff  of  qualified  personnel,   including  environmental  technicians,  sales
personnel and engineers.  Without  qualified  personnel,  we may incur delays in
rendering our services or be unable to render certain services.

Viridis  Capital  can  exert  control  over us and may not make  decisions  that
further the best interests of all stockholders.
Viridis Capital, LLC owns 80% of our common stock. As a result, Viridis exerts a
significant degree of influence over our management and affairs and over matters
requiring stockholder approval, including the election of directors and approval
of  significant  corporate  transactions.  In addition,  this  concentration  of
ownership  may delay or prevent a change in  control of us and might  affect the
market  price of our common  stock,  even when a change in control may be in the
best  interest  of  all  stockholders.   Furthermore,   the  interests  of  this
concentration  of ownership  may not always  coincide  with our interests or the
interests of other  stockholders and  accordingly,  they could cause us to enter
into transactions or agreements which we would not otherwise consider.

EcoSystem  Corporation is not likely to hold annual shareholder  meetings in the
next few years.

Delaware  corporation law provides that members of the board of directors retain
authority  to act  until  they are  removed  or  replaced  at a  meeting  of the
shareholders.  A  shareholder  may petition  the  Delaware  Court of Chancery to
direct that a shareholders  meeting be held. But absent such a legal action, the
board has no obligation to call a shareholders' meeting.  Unless a shareholders'
meeting is held, the existing directors elect directors to fill any vacancy that
occurs on the board of directors. The shareholders,  therefore,  have no control
over the constitution of the board of directors,  unless a shareholders' meeting
is held.  Management  does not expect to hold annual meetings of shareholders in
the  next  few  years,  due to the  expense  involved.  Kevin  Kreisler,  who is
currently  the sole  director of EcoSystem  Corporation,  was  appointed to that
position by the previous directors. If other directors are added to the Board in
the future,  it is likely that Mr. Kreisler will appoint them. As a result,  the
shareholders of EcoSystem Corporation will have no effective means of exercising
control over the operations of EcoSystem Corporation.

Investing in our stock is highly  speculative  and you could lose some or all of
your investment.

The value of our common stock may decline and may be affected by numerous market
conditions, which could result in the loss of some or the entire amount invested
in our stock. The securities  markets  frequently  experience  extreme price and
volume  fluctuations  that affect  market  prices for  securities  of  companies
generally and very small capitalization companies such as us in particular.

The volatility of the market for EcoSystem Corporation common stock may prevent
a shareholder from obtaining a fair price for his shares.

The common stock of EcoSystem  Corporation is quoted on the OTC Bulletin  Board.
It is impossible to say that the market price on any given day reflects the fair
value of EcoSystem  Corporation,  since the price  sometimes moves up or down by
50% or more in a week's time. A shareholder in EcoSystem  Corporation  who wants
to sell his shares,  therefore, runs the risk that at the time he wants to sell,
the market price may be much less than the price he would consider to be fair.

Our common stock qualifies as a "penny stock" under SEC rules which may make it
more difficult for our stockholders to resell their shares of our common stock.
Our common stock trades on the OTC Bulletin Board.  As a result,  the holders of
our  common  stock  may find it more  difficult  to obtain  accurate  quotations
concerning  the market  value of the  stock.  Stockholders  also may  experience
greater difficulties in attempting to sell the stock than if it were listed on a
stock  exchange  or quoted on the NASDAQ  Global  Market or the  NASDAQ  Capital
Market.  Because our common  stock does not trade on a stock  exchange or on the
NASDAQ Global Market or the NASDAQ Capital  Market,  and the market price of the
common  stock is less than $5.00 per  share,  the common  stock  qualifies  as a
"penny stock." SEC Rule 15g-9 under the Securities  Exchange Act of 1934 imposes
additional  sales practice  requirements  on  broker-dealers  that recommend the
purchase or sale of penny  stocks to persons  other than those who qualify as an
"established   customer"  or  an  "accredited   investor."   This  includes  the
requirement   that  a   broker-dealer   must   make  a   determination   on  the
appropriateness  of  investments  in penny stocks for the customer and must make
special  disclosures  to the  customer  concerning  the  risks of penny  stocks.
Application  of the penny  stock  rules to our common  stock  affects the market
liquidity of the shares,  which in turn may affect the ability of holders of our
common stock to resell the stock.

Only a small portion of the investment  community  will purchase  "penny stocks"
such as our common stock.

EcoSystem  Corporation  common  stock is defined  by the SEC as a "penny  stock"
because it trades at a price less than  $5.00 per share.  EcoSystem  Corporation
common stock also meets most common  definitions  of a "penny  stock,"  since it
trades for less than $1.00 per share. Many brokerage firms will discourage their
customers from purchasing  penny stocks,  and even more brokerage firms will not
recommend a penny stock to their customers.  Most  institutional  investors will
not invest in penny stocks.  In addition,  many  individual  investors  will not
consider a purchase of a penny stock due,  among other  things,  to the negative
reputation  that attends the penny stock market.  As a result of this widespread
disdain  for  penny  stocks,  there  will  be a  limited  market  for  EcoSystem
Corporation  common stock as long as it remains a "penny  stock." This situation
may limit the liquidity of your shares.

                              SELLING SHAREHOLDERS
The table below  contains  information  regarding the  individuals  who are
using this prospectus to offer common shares.
Percentage of
                                            Shares Owned        Number of          Shares Owned     Class Held
Selling Shareholder        Position         Before Offering     Shares Offered     After Offering   After Offering
-------------------        --------         ----------------    --------------     --------------   --------------
OTHER AVAILABLE INFORMATION

     EcoSystem Corporation is incorporating by reference the following documents
previously filed with the Securities and Exchange Commission:

     (a)  EcoSystem's  Annual Report on Form 10-KSB for the year ended  December
          31, 2007;

     (b)  EcoSystem's  Quarterly Report on Form 10-Q for the quarter ended March
          31, 2008;

     (c)  EcoSystem's  Quarterly  Report on Form 10-Q for the quarter ended June
          30, 2008;

     (d)  EcoSystem's  Quarterly  Report  on Form  10-Q  for the  quarter  ended
          September 30, 2008;

     (e)  EcoSystem's  Currend Report on Form 8-K dated December 2, 2008,  filed
          on December 5, 2008;

     (f)  EcoSystem's  Currend Report on Form 8-K dated December 18, 2008, filed
          on December 18, 2008

     (g)  the   description   of  EcoSystem   Common  Stock   contained  in  its
          Registration Statement on Form SB-2 (No. 333-49166).

     EcoSystem is also incorporating by reference all documents  hereafter filed
by EcoSystem  pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities
Exchange Act of 1934,  prior to the filing of a  post-effective  amendment which
indicates that all securities  offered have been sold or which  deregisters  all
securities then remaining unsold.

     Upon written request,  EcoSystem will provide to each person, including any
beneficial  owner,  to whom this  prospectus  is delivered a copy of any and all
information  that has been  incorporated  into this prospectus by reference.  We
will provide the  information at no cost to the person who requests it. Any such
request should be made to Kevin Kreisler, EcoSystem Corporation, One Penn Plaza,
Suite 1612, New York, NY 10119.

     EcoSystem  files  with  the  Securities  and  Exchange  Commission  annual,
quarterly and current reports, proxy statements and other information, which may
assist  you  in  understanding  our  company.  In  addition,  we  have  filed  a
registration  statement  on Form S-8,  including  exhibits,  with respect to the
shares to be sold in the offering.

     You may read and copy the registration statement or any reports, statements
or other  information that we file at the Commission's  Public Reference Room at
100 F Street,  N.E.,  Washington,  D.C.  20549.  Please call the  Commission  at
1-800-SEC-0330 for further  information on the operation of the Public Reference
Room. Our Commission  filings,  including the registration  statement,  are also
available to you on the Commission's Web site at http://WWW.SEC.GOV.

                                 INDEMNIFICATION

     Section  145 of the  General  Corporation  Law of  the  State  of  Delaware
authorizes a  corporation  to provide  indemnification  to a director,  officer,
employee or agent of the  corporation,  including  attorneys'  fees,  judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him in
connection  with such action,  suit or  proceeding,  if such party acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no  reasonable  cause to believe his  conduct  was  unlawful as
determined in accordance  with the statute,  and except that with respect to any
action  which  results  in a  judgment  against  the  person and in favor of the
corporation the corporation may not indemnify unless a court determines that the
person is fairly and  reasonably  entitled to the  indemnification.  Section 145
further provides that indemnification shall be provided if the party in question
is successful on the merits.

     Our  certificate  of  incorporation  provides  that members of our board of
directors  are  protected  against  personal  liability  to the  fullest  extent
permitted by Delaware  corporate law. Delaware  corporate law permits a Delaware
corporation  to eliminate  the personal  liability of its directors for monetary
damages  for  breach of  fiduciary  duty,  except  for  breaches  of the duty of
loyalty,   acts  or  omissions  not  in  good  faith  or  involving  intentional
misconduct, improper payment of dividends, or transactions in which the director
derived an improper personal benefit.

     Insofar as indemnification for liabilities under the Securities Act of 1933
may be permitted to our directors,  officers or controlling  persons pursuant to
the foregoing provision or otherwise,  we have been advised that, in the opinion
of the  Securities  and Exchange  Commission,  such  indemnification  is against
public policy as expressed in that Act and is, therefore, unenforceable.

                                    * * * * *
SIGNATURES

     Pursuant  to the  requirements  of the  Securities  Act of 1933,  EcoSystem
Corporation  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of New York and the State of New York on the 13th
day of February, 2009.

                                       ECOSYSTEM CORPORATION.

                                       By:/s/ Glen Courtright
                                       --------------------------------
                                              Glen Courtright
                                              Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities indicated on February 13, 2009.

/s/ Glen Courtright
---------------------------------
    Glen Courtright, Director,
    Chief Executive Officer

/s/ Kevin Kreisler
---------------------------------
    Kevin Kreisler, Director

/s/ Jacqueline Flynn
---------------------------------
    Jacqueline Flynn,
    Chief Financial Officer,
    Chief Accounting Officer