8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

January 26, 2011

Date of Report (Date of Earliest event reported)

Bio-Carbon Solutions International Inc.

(Exact Name of Registrant as Specified in its Charter)

Nevada	333-148546	20-8248213
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

123 March Street, Suite 202, Sault Ste Marie, Ontario, CanadaP6A 2Z5

(Address of principal executive offices)  (Zip Code)

(705) 253-5096

www.bio-carb.com

(Registrant’s telephone number, including area code)

Elemental Protective Coatings Corp.

Water Park Place, 20 Bay Street, Toronto, Ontario, CanadaM5J 2N8

(Former name and address if changed since last report)

     Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

[  ]           Written communications pursuant to Rule 425 under the Securities Act

[  ]           Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[  ]           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

[  ]           Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Section 1 – Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

On November 14, 2010, Bio-Carbon Solutions International Inc. (the “Company”) entered into a Consulting Agreement (“Agreement”) with Mr Gilles Trahan, an expert in project development in the renewable energy sector.  Under the Agreement with Mr Trahan, who currently sits on the Board of Directors of both Atlantic Wind & Solar Inc., and MSE Enviro-tech Corp.  He will be seeking clients with unrealized carbon assets and will be compensated $250,000 for conducting business development and advisory services on behalf of the Company as it builds a pipeline of carbon projects worldwide, and continues developing these projects through the sale of carbon offsets.

On January 14, 2011, the Company entered into a License Agreement with 1776729 Ontario Corporation (the “1776729 License”), a privately owned corporation registered under the Laws of Ontario.  Pursuant to the 1776729 License, the Company was granted an exclusive, non-transferable, and irrevocable right to develop and commercialize certain intellectual property that will be used in developing carbon credits from forested lands.  The intellectual property consists of knowledge pertaining to the registration of carbon offsets or carbon credits from the biological carbon pools contained in ecosystems (mainly forest ecosystems).  Carbon pools can then be conveyed into a new form of security, termed carbon credits, which are bought by carbon emitters who are compelled to reduce their carbon emissions through legislation, or carbon emitters who may voluntarily engage in carbon trading for the purpose of increasing their environmental stewardship or for publicity purposes.  Under the 1776729 License the Company must pay a royalty of 6 % of its gross annual sales to 1776729.  In addition, the Company has agreed to pre-pay the royalty on the first $15,000 of revenue to be earned under the 1776729 License, which will be paid by the issuance of 5,000,000 of the Company’s Common Stock to 1776729 Ontario Corporation.  Such stocks are exempted from the reverse stock split reported in 5.07. This permitted the Company to advanced business activities in earnest (www.bio-carb.com).

On January 17, 2011, the Company entered into a Carbon Development Agreement (“CDA”) with Basia Holdings, Inc. (“Basia”), a privately held company incorporated in the State of Tennessee. Under the Basia CDA, the Company has acquired exclusive and irrevocable rights to the development of carbon credit potential on a 9000 acre parcel of heavily forested land in Grundy County, Tennessee from which coal exploitation is possible.  Further, under the Basia CDA, the Company will pursue the development and sales of carbon credits from the forested land, and form the possible exploitation of coal; methane emitted from coal mines has 23 times the greenhouse warming potential of carbon dioxide.  By capturing the methane and either flaring it, or using it in power application, significant amounts of carbon offsets can be generated.

Item 1.02 Termination of a Material Definitive Agreement.

Effective May 5, 2010, the Company terminated its rights to the Hartindo Fire-Inhibitor and Dectan rust protection and Fire Inhibitor products, and was simultaneously released from all obligations pursuant to a $5 million promissory note.  Subsequent to November 4, 2010, the Company has had no product or services to sell and only extremely limited business activity. However, the Company believes that upon its acquisition, completed on November 4, 2010, of the rights to the software product that generates “Carbon Credits” for sale on world markets, and was further expanded with the acquisition of a License on January 14, 2011, and entering into a material agreement with Basia Holdings Inc. on January 14, 2011, has regenerated our business activity and moved the Company out of “shell” status as defined in Rule 12 6-2 under the Exchange Act (17 CFR 240.12b-2).

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Section 2 – Financial Information

Item 2.02 Results of Operations and Financial Condition.

The Company’s business plan and objective is to use its licensed intellectual property to provide services and capitalize on opportunities relating to carbon trading, carbon sequestration, and other greenhouse gas emission control, offset and reduction programs worldwide.  With the increasing importance of such programs, whether participation in them by businesses is voluntary, or as a result of mandatory government regulations, we believe there are opportunities to monetize any program, project or initiatives that will permit the reduction of emissions of green house warming gases. Application of renewable energy projects that displace fossil fuels, treatment of wastes, as well as projects that aim at reducing energy consumption, and/or substances that reduce the emission of greenhouse warming gases, offers a broad spectrum of opportunities for our Company.

Currently there are only two employees of the Company, whom also serve as directors of the Company; however, several other employees will be needed to implement the Company’s business plan.  To that end, and in anticipation of a growing work force, a stock option plan for the Company’s Common Stock has been prepared and accepted by the Board of Directors.

The two employees, Mr. Duchesne and Mr. Cormier, will receive an annual salary of $120,000 each as payment for their services as officers of the Company, as well as compensation for the services they provide under the Consulting Agreement the Company entered into with them. Each of them will also be issued options to purchase 2,000,000 shares of our Common Stock, exercisable at $0.03. Options expire December 31, 2012. Pursuant to our Consulting Agreements with Mr. Duchesne and Mr. Cormier, the Company anticipates that it will pay additional remuneration to these individuals for their on-going services, likely in the form of a monthly cash payment, which will be determined once the Company has commenced more regular business operations.  The amount and conditions as to the timing and nature of those payments has not yet been determined.

The Company does not currently engage in any business activities that cu provide immediate cash flow, and in pursuing business opportunities, using the intellectual property and technology licensed from 1776729, we expect to incur expenses without generating any material revenues for the foreseeable future.  The costs of investigating and analyzing possibilities for business transactions from inception to June 4, 2010, and the costs of operating the Company (including paying management, legal advisors, accounting and other fees, and business development expenses) for the next 12 months, and beyond, will be paid with money in our treasury or with additional amounts, as necessary, to be loaned to or invested in us, by our stockholders, management or other investors.

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We anticipate the need to raise funds to support our operations for the next 3 months.We have not identified any sources of additional funding for our continued operations, nor have we committed to a plan for funding if our current assets prove inadequate. During the next 12 months we anticipate incurring costs related to:

• pursuing business opportunities to obtain engagements from clients for the use of our licensed technology;

• preparing our financial statements and having them reviewed and audited; and

• preparing and filing of Exchange Act reports.

We anticipate that we will be able to meet these costs through use of funds in our treasury; additional amounts, if necessary, to be loaned by, or invested in us by our stockholders, management or other investors.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of January 26, 2011, the number of shares of Common Stock beneficially owned of record by executive officers, directors and persons who hold 5% or more of the outstanding common stock of the Company.

Beneficial Owner	Amount of Stock Owned	% Ownership
Lacey Holdings	210,000,000	97.0%
2nd Floor, 33Waterfront Drive,
PO Box 3339, Road Town,
Tortola , BVI
Luc Duchesne	2,000,000 (1)	2.8%
132 Leo Avenue	2,500,000 (2)	2.3%
Sault Ste Marie, Ontario
P6A 3V7 Canada
Robert Cormier	2,000,000 (1)	2.8%
19 Coulson Avenue	2,500,000 (2)	2.3%
Sault Ste Marie, ON
P6A 3X4 Canada
John S. Wilkes	1,000,000 (1)	1.4%
141 Inglewood Dr
Toronto, ON
M4T 1H6 Canada

____________________________________________________________

(1) Options exercisable at $0.03.  Exempted from the reverse stock split reported in 5.07.

(2) Shares registered to 1776729 Ontario Corporation a company owned in equal parts by Mr. Duchesne and Mr. Cormier through companies, GSN Dreamworks Inc and R & B Cormier Enterprises Inc, which they control, respectively. Such stocks are exempted from the reverse stock split reported in 5.07.

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The Company entered into License Agreements with companies owned and operated by Mr. Cormier and Mr. Duchesne and simultaneously into Consulting Agreements with these same individuals. Mr. Duchesne serves as the President, Chief Executive Officer, Treasurer, Chief Financial Officer and a Director of the Company.

There are no family relationships between any of the individuals serving as directors or officers of the Company.

Option plan

On January 11, 2011, the Company adopted an option plan pursuant to which the total number of Shares, which are, at any one time, reserved and set aside for issuance under this Plan, and under all other management options outstanding, and employee stock purchase plans, if any, shall not in the aggregate, exceed a number of Shares equal to 7,000,000 shares.  Such stocks are exempted from the reverse stock split reported in 5.07.

Compensation Committee Interlocks and Insider Participation

The Company did not have a compensation committee in the fiscal year ended December 31, 2009, nor does it currently have one.  During the fiscal year ended December 31, 2010, our Board of Directors had no deliberations regarding executive officer compensation.

Dividend Policy

We have not declared or paid any cash dividends on our common stock or preferred stock and we do not intend to declare or pay any cash dividend in the foreseeable future. The payment of dividends, if any, is within the discretion of the sole director and will depend on the Company’s earnings, if any, its capital requirements, and financial condition, and such other factors as the sole director may consider.

Securities Authorized for Issuance under Equity Compensation Plans

The issuance of any of our common or preferred stock is within the discretion of our board of directors, which has the power to issue any or all of our authorized but unissued shares without stockholder approval.

5

Facilities

As of January 18, 2010 we were renting a fully furnished office space in Sault Ste Marie, Ontario on a month to month basis for $900 per month plus applicable taxes.  We will incur telephone and internet charges of roughly $300 per month plus applicable taxes.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

An investment in the Company is highly speculative in nature and involves an extremely high degree of risk.

There may be conflicts of interest between our management and our non-management stockholders.

Conflicts of interest create the risk that management may have an incentive to act adversely to the interests of other investors. A conflict of interest may arise between our management's personal financial interests and the fiduciary duty to our stockholders. Further, our management's own financial interests may at some point compromise their fiduciary duty to our stockholders. Luc Duchesne and Robert Cormier, who are the Company’s sole officers and a majority of its directors, continue to be involved in businesses that operate and commercialize technologies that are similar or related to the Company’s, although those businesses exploit and seek to exploit different applications and opportunities.  In addition, although it is anticipated that these individuals will spend significant time and effort developing our business, it is possible that they will be exposed to business or employment opportunities that would conflict with the interests of the Company, or cause them to reduce their efforts on the Company’s behalf or to entirely cease working with the Company.  If we and any other businesses with which our officers are involved wish to take advantage of the same opportunity, then the officer and director that is affiliated with both companies would abstain from voting upon the opportunity.

Future success is highly dependent on the ability of management to further develop and implement a business plan, and secure customers.

The nature of our operations is highly speculative and there is a consequent risk of loss of your investment. The success of our activities will depend on the availability of finances, opportunities relating to carbon trading, offset and reduction regimes, greenhouse gas emission reduction programs, government regulations and economic conditions in the forestry and timber industries.  As we have no operating history or revenue and only minimal assets, there is a risk that we will be unable to consummate a business combination. The Company has had no recent operating history and no revenues or earnings from operations since inception. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without realizing significant revenues for the foreseeable future, at least until the market opportunities for the Company’s services and technology develops and the demand for our services becomes more proven and regular. This will likely result in our incurring net operating losses for the foreseeable future. We cannot assure that our business will develop as hoped, or that it will become profitable.

Our business may have no revenues for the foreseeable future.

6

We are a development stage company and have had no revenues from operations. We may not realize any revenues unless and until we successfully develop an operating business involving the use of the Lacey Holdings and the 1776729 licenses.

We may issue more shares to raise additional capital, and permit the development of the Company’s business.

As a result, the shareholdings of current shareholders may be diluted. Our Articles of Incorporation authorizes the issuance of a maximum of 275,000,000 shares of common stock. We may issue additional shares from time to time to raise the capital that we anticipate will be required to further develop our business.  Any share issuance would be subject to compliance with applicable securities laws and subject to that limitation, unless our Articles of Incorporation are amended with approval of our stockholders. The Company’s issuance of additional shares may be accomplished without stockholder approval.  This may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. Moreover, the common stock issued from time to time may be valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. Our Board of Directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of common stock or preferred stock are issued, dilution to the interests of our stockholders will occur and the rights of the holders of common stock might be materially and adversely affected.

There is limited public market for our Common Stock, and we have never paid dividends on our Common Stock.

There is limited public trading market for our common stock and none is expected to develop until our business develops further.  Additionally, we have never paid dividends on our common stock and do not presently intend to pay any dividends in the foreseeable future. We anticipate that any funds available for payment of dividends will be re-invested into the Company to further its business strategy.  Moreover, a significant number of unregistered securities may not become traded. Pursuant to the Securities Act of 1933, as amended (the “Securities Act”) and any other applicable securities laws or regulations these restrictions will limit the ability of our stockholders to liquidate their investment.

Carbon trading may become obsolete.

Carbon trading is a commercial activity that is regulated by specific jurisdictions or can be voluntary.  When regulated, governments compel polluters to reduce their greenhouse gas emissions through technological improvements or through the purchase of carbon offsets (carbon credits).  It is an identified risk factor that new legislation may arise in certain jurisdictions that may render the Company’s business plan and knowledge obsolete with respect to carbon credits. With respect to the voluntary trade of carbon credits, there is a significant risk that certain voluntary purchasers of carbon credits may elect to cease the purchase of carbon credits for various reasons that are inherent to their business plans, or because of changing economic, political or other conditions.

7

Limited Operating History; Need for Additional Capital.

There is no pertinent historical financial information about us upon which to base an evaluation of our performance. Our assets and business have not yet generated substantial or recurring revenues. We cannot guarantee we will be successful in our business operations.  Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services.  We will require additional financing to cover costs that we expect to incur over the next twelve months.  We believe that debt financing will not be an alternative for funding our operations as we do not have tangible assets to secure any debt financing.  We anticipate that additional funding will be in the form of equity financing from the sale of our common stock or other securities.  However, we cannot provide any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our plan of operations.  In the absence of such financing, we will not be able to continue and our business plan will fail.

Section 3 – Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities.

In addition to the shares issued to Mr. Duchesne and Mr. Cormier, as well as the Options issued to each, 3,000,000 shares were issued to Mr. Gilles Trahan in compensation for services rendered, and valued at $72,247.00.  All shares are issued as restricted securities and bear restrictive language on the face of the issued certificate.  Such stocks are exempted from the reverse stock split reported in 5.07.

Section 5 – Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 29, 2010 Mr. John Wilkes was elected a director of the Company. Subsequently Mr. Gilles Trahan resigned as officer and director of the Company. Mr. Wilkes was then appointed the company’s President and Chief Executive Officer.

Mr. Wilkes (49) earned his C.A. designation with Price Waterhouse in Toronto, Canada.  Upon obtaining his designation he worked privately for a brief period of time before joining Coopers & Lybrand in Toronto, Canada.  While there Mr. Wilkes focused on insolvency and Mergers and Acquisitions. In the early ‘90’s Mr. Wilkes joined a junior investment bank called Peagun Corporation where he spent most of his time evaluating environmental technologies.  Since 2005, Mr. Wilkes has been an Independent Investment Management Professional, making private investments in both private and public companies that, for the most part, have their core business in the environmental space.  Options expire December 31, 2012.

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On January 25, 2011, Mr. Duchesne and Mr. Cormier were appointed directors and officers of the Company and Mr. Wilkes resigned his position of President and CEO of the Company.  Mr Wilkes remained as director.  For his services Mr. Wilkes was granted options for 1,000,000 common stocks of the company, exempt of the reverse stock split reported in 5.07.  Options expire December 31, 2012.

Luc Duchesne (50), for the past five years, has been President and CEO of Forest BioProducts Inc, a consulting firm in forestry dealing with resource development. Forest BioProducts is owned in majority by Grid Cloud Solutions, Inc. (OTC:GRDC) a publicly trading technology and consulting company in the renewable energy sector ,where Mr. Duchesne holds the positions of director and Chief Technology Officer.  He has also been president and CEO of  SITTM Technologies Inc, a private biodiesel technology and brokerage firm; and of GSN Dreamworks Inc., a private research and development firm involved in opportunities relating to carbon stocks and natural resources.

From 2004 to 2006 Mr. Duchesne was fully engaged in forestry consulting, acting as CEO of Forest BioProducts, providing various services to clients seeking economic opportunities from the exploitation of non timber values from forest ecosystems such as bioenergy, biomass, pharmaceuticals and nutraceuticals.  These activities were reduced to 20% of his time when he took the position of CEO of SITTM Technologies Inc, in 2006.  SITTM Technologies Inc is a privately owned corporation involved in the manufacturing and sales of biodiesel and value added products from fatty acid methyl esters. This took up 60% of his time. He was president of GSN Dreamworks from 2006 continuing until June 2010 when he became CEO of BioCarbon Systems International.  From June 2010 to December 2010 he was CEO and director of Bio-Carbon Systems International Inc.  GSN Dreamworks Inc. is a privately owned Ontario company dedicated to research and development mainly in the non timber value sector of forestry.  He is currently engaged in the full time management of the Company with an effort of at least 40 hours per week.

Mr. Duchesne holds a PhD in plant biochemistry from the University of Guelph, a M.Sc. in Forest Sciences from the University of Toronto (1985) and a B.Sc. in Forest Engineering from Laval University (1983).  He has authored or co-authored 85 peer-reviewed scientific articles, book chapters or books.  He has developed algorithms and other knowledge relating to carbon stocks and the assessment of the amount of carbon stock found in various natural ecosystems.  That intellectual property can be used to validate carbon stocks in the context of carbon trading regimes.  Mr. Duchesne was appointed as a director of the Company in large part because of his academic training with respect to forestry matters, his training and experience in the forestry sector, his prior experience as an entrepreneur, and his specific knowledge and understanding of the intellectual property to be exploited by the Company and the business opportunities in which that technology could be applied.  Mr. Duchesne anticipates that over the next six months he will devote approximately 160 hours per month to the business of the Company.

Robert Cormier (age 54) during the past five years has been President and Chief Pilot of R&B Cormier Enterprises Inc., an Ontario corporation in operation since 1988 which occupied 95% of his time, and Remote Airborne Solutions Inc., an Alberta corporation which occupied 5 % of his time and to which he currently provides less than 1% of his time. From June 4, 2010 to December 23, 2010 he was director and COO of Bio-Carbon Systems International Inc.  Mr. Cormier is a commercial pilot, research diver and forestry technologist.  From 1982 to 1989, he was an owner and senior manager of a commercial trading house with an international clientele.  Prior to 1982, Mr. Cormier was a full time pilot and held various management positions including Senior Line Pilot and Chief Pilot, responsible for compliance with Transport Canada requirements and corporate safety and governance protocols. Mr. Cormier has also acted as a volunteer director to many nonprofit corporations such as the Sault Ste. Marie Innovation Centre from 1999-2000.  During his career, he has worked and consulted on natural resource issues on all continents except Australia/Antarctica.  Mr. Cormier was appointed as a director of the Company because of his experience in the forestry sector, and issues involved in performing aerial surveys as well as his other field experience, his prior experience as an entrepreneur, and his specific knowledge and understanding of the intellectual property to be exploited by the Company and the business opportunities in which that technology might be applied.  Mr. Cormier anticipates that over the next six months he will devote approximately 160 hours per month to the business of the Company.

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Compensatory Arrangements

The following reflects what the Company expects the compensation for Mr. Duchesne and Mr. Cormier to be for the period ending December 31, 2011, and the amount of time they expect to devote to the Company.

Employee	Base cash Compensation	Performance Bonus	Time dedicated to Business
Luc C. Duchesne	$120,000/year	$120,000 in common stocks	160 hrs per month
Robert G. Cormier	$120,000/year	$120,000 in common stocks	160 hrs per month

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 4, 2010, the Company amended its Articles of Incorporation to change its authorized share capital from 70,000,000 shares of common stock to 275,000,000 shares of common stock.

On January 11, 2010, the Company amended its Articles of Incorporation and changed its name from “Elemental Protective Coatings Corp” to “Bio-Carbon Solutions International Inc.” and consolidated its issued capital on a ratio of 1 share for every 9 shares held.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The following matters were submitted for approval to the shareholders of the Company on January 11, 2011, and the shareholders approved each of these matters as presented to them by signing written consents by 97% of the Company's shareholders:

1. Election of Luc Duchesne and Robert Cormier as directors;

2. Change of name of the Company from Elemental Protective Coatings Corp to Bio-Carbon Solutions International Inc. and subsequent amendment of the Articles of Incorporation; and

3. Reverse stock split 9 to 1.

10

On January 17, 2011, the Company implemented a 9-to-1 reverse stock split as follows:

Prior to reverse split 275,000,000 authorized shares by written consent of 97% of the shares allowed to vote.

	January 17, 2011, prior to stock reverse split	January 18, 2011, after stock reverse split
Authorized capital	275,000,000	275,000,000
Issued	223,300,000	24,811,111

No other matters were submitted to the shareholders of the Company for their approval when the above matters were presented to the shareholders.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

 (d) Exhibits

10.1           License Agreement with 1776729 Ontario Corporation

10.2           Carbon Development Agreement with Basia Holdings, Inc.

Signature(s)

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	Bio-Carbon Solutions International Inc.
Date: January 26, 2011	By:	/s/ Luc C. Duchesne
		Name: Luc C. Duchesne
		Title: President and Chief Executive Officer

11

The information in this report and the exhibits hereto may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act.  Such statements are made based on the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties.  Actual results or events may differ from those anticipated by forward-looking statements.

Exhibit Index

Exhibit No.	Description
10.1	License Agreement with 1776729 Ontario Corporation
10.2	Carbon Development Agreement with Basia Holdings, Inc.

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EX-10.1

LICENCE AGREEMENT

By and between

BIO-CARBON SOLUTIONS INTERNATIONAL INC

Buyer,

And

1776729 ONTARIO CORPORATION.

Seller.

Dated  January 14, 2011

LICENSE AGREEMENT

BIO-CARBON SOLUTIONS INTERNATIONAL INC

1776729 ONTARIO CORPORATION

LICENCE AGREEMENT

THIS LICENCE AGREEMENT (the "Agreement") is entered into as of January 14, 2011, by and between BIO-CARBON SOLUTIONS INTERNATIONAL INC, (formerly known as ELEMENTAL PROTECTIVE COATINGS CORP) (“BCSI”), ("Buyer"), and 1776729 Ontario Corporation (“Seller") (Buyer and Seller each a "Party" and together the "Parties").

RECITALS

Buyer desires to purchase a technology licence from Seller, on the following terms and conditions, a licence for intellectual property (as further defined below) owned by   1776729 Ontario Corporation an Ontario corporation ( "1776729”); and Seller desires to sell to Buyer, on the following terms and conditions, the License.

NOW, THEREFORE, in consideration of the recitals and the mutual covenants, representations, warranties, conditions, and agreement hereinafter expressed, the Parties hereby agree as follows:

ARTICLE I

PURCHASE AND SALE

1.1 The Licence. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined below), (We) the Seller shall sell and deliver to Buyer, the Licence in perpetuity.

1.2 Consideration. The consideration that Buyer shall pay Seller 6 % of the gross proceeds from the use of the licence, invoiced on December 31 of each year

1.3 Closing; Co-operation. The Closing shall take place at the offices of the Seller on or before January 14, 2011 (the “closing Date”). At the Closing Date:

(a) Buyer will provide a stock certificate duly registered in the name of the Seller or as directed by seller for 4,000,000 (four million) shares of the Buyer’s Common Stock with an aggregate value of $15,000 (the “BCSI shares”). Such shares will be exempted from the 9 to 1 roll back contemplated by the Buyer.

Page 2 of 15

STOCK PURCHASE AGREEMENT

BIO-CARBON SOLUTIONS INTERNATIONAL INC

1776729 ONTARIO CORPORATION

Each Party shall reasonably co-operate, as to matters under such Party’s control, in the satisfaction of conditions to the obligations of the Parties at the Closing; provided, that the foregoing shall not require either Party to waive any condition herein to its obligations at the Closing or to incur any substantial cost not otherwise required hereunder.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF SELLER

The Seller hereby makes the following representations and warranties to Buyer, each of which is true and correct on the date hereof and each of which shall survive the Closing:

2.1 Power and Authority. The Seller has the power and capacity to execute and deliver this Agreement, to perform the obligations hereunder, and to consummate the transactions contemplated hereby.

2.2 Enforceability. This Agreement has been duly executed and delivered by each Seller and constitutes a legal, valid and binding obligation of the Seller, enforceable against each Seller in accordance with its terms.

2.3 No Violation. The execution and delivery of this Agreement by the Seller, the performance by the Seller of his obligations hereunder and the consummation by the Seller of the transactions contemplated by this Agreement will not (i) contravene any provision of the articles of incorporation or bylaws of the Seller, (ii) violate or conflict with any law, statute, ordinance, rule, regulation, decree, writ, injunction, judgment or order of any governmental authority or of any arbitration award which is either applicable to, binding upon or enforceable against the Seller, (iii) conflict with, result in any breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or give rise to a right to terminate, amend, modify, abandon or accelerate, any contract which is applicable to, binding upon or enforceable against the Seller, (iv) result in or require the creation or imposition of any lien upon or with respect to any of the property or assets of the Company, or (v) require the consent, approval, authorisation or permit of, or filing with or notification to, any governmental authority, any court or tribunal or any other person, including any applicable filings with the U.S. Department of Justice that may be required under the Hart-Scott-Rodino Act, and any filings with the U.S. Securities and Exchange Commission (the "SEC").

Page 3 of 15

LICENSE AGREEMENT

BIO-CARBON SOLUTIONS INTERNATIONAL INC

1776729 ONTARIO CORPORATION

2.4 Intellectual Property. Both Buyer and Seller acknowledge that 1776729 Ontario Corporation is engaged in the development of carbon offsets from forests based on know-how in the form of experience and market knowledge for determining the economic potential and value of traditional forest inventories as carbon pools (or carbon storage properties) in connection with programs where verified carbon offset credits are bought, sold or traded, including:

i.     Knowledge of and/or relationships with technology providers in various manufacturing sectors who own technologies that can be used by carbon emitters to meet emission reduction requirements;

ii.     Knowledge of and/or relationships with land owners in various countries with interests in providing land bases for the development of biological sequestration offset credits to meet emission reduction requirements;

iii.     Knowledge of and/or relationships with financial institutions with interest in providing capital for the development of carbon sequestration tools or implementation of novel technologies to meet emissions reduction requirements; and,

iv.     Knowledge of and/or relationships with purchasers of carbon offsets.

2.6 Warranty of title to intellectual property

All of the know-how thereof described in the preceding Section 2.5 are hereinafter collectively referred to as the “Intellectual Property”.  The Seller  (i) has full power and authority to enter into this Agreement and to make the assignment as provided in Section 1, (ii) is not aware of any violation, infringement or misappropriation of any third party's rights (or any claim thereof) on the Know How, and, (iii) was not acting within the scope of employment by any third party when conceiving, creating or otherwise performing any activity with respect to any of the Know How.

Page 4 of 15

STOCK PURCHASE AGREEMENT

BIO-CARBON SOLUTIONS INTERNATIONAL INC

1776729 ONTARIO CORPORATION

2.7 Use of the intellectual property

The buyer acknowledges that the intellectual property has been developed by the seller and its shareholders for the purpose of engaging in the development of carbon offsets from forests or other biological ecosystems.  1776729 is a specialized service firm focusing on the development of carbon sequestration projects from forested ecosystems, anywhere in the world, to meet the need of carbon emitters who purchase mandatory or voluntary carbon credits to reduce their carbon footprints. 1776729s know how permits to address most of the technical issues involved in regulated carbon projects to support the deployment of a specialized advisory and value chain management services to clients who wish to participate in the carbon development market.   The buyer’s participation may take place in three main forms:  1. Preparation of the necessary documentation and proof for registering carbon offsets specifically to meet the requirements of carbon trades from specific landholdings, working either on behalf of landowners intent to increase revenues from their properties or emitters intent on meeting their regulated requirements; 2. Carbon monitoring services in order to ensure that our clients’ projects are compliant in their reporting to various jurisdictions where their carbon offsets are registered; and, 3. Carbon financing for specific projects where the Corporation will be able to forward sell carbon offsets to emitters or carbon brokerage firms.

2.8.  Share beneficiaries.  On closing:

The buyer will emit from treasury 4,000,000 shares for its common stocks to 1776729 Ontario Corporation.

2.10 No Commissions. No Seller has incurred an obligation for any finder’s or broker’s or agent’s fees or commissions or similar compensation in connection with the transactions contemplated hereby which the Company or the Buyer may be obligated to pay.

Page 5 of 15

LICENSE AGREEMENT

BIO-CARBON SOLUTIONS INTERNATIONAL INC

1776729 ONTARIO CORPORATION

2.11 No Restrictive Documents. The Seller is not subject to any charter, by-law, mortgage, lien, lease, agreement, instrument, order, law, rule, regulation, judgment or decree or any other restriction which would prevent consummation of the transactions contemplated by this Agreement.

2.12 Financial Information Provided. The Buyer acknowledges that it is cognisant of the financial condition of 1776729, having been provided with audited  Financial Statements of 1776729 Ontario Corporation. The Seller is aware that BCSI is actively seeking a merger or acquisition candidate, and that if BCSI successfully completes a merger or acquisition with a successful or profitable company, its Shares may increase in value substantially.

2.13 Acting as officers and directors of BCSI.  The Buyer and the Seller agree that: (i) Luc C. Duchesne and Robert G. Cormier will become directors of BCSI; (ii) Luc C Duchesne will become President and Chief Executive Officer of BCSI; (iii) Robert G. Cormier will become Chief Operating Officer for BCSI.

2.14 Option to purchase technology.  The Buyer reserves the right to purchase, subject to approval by the Seller, the Licence from the Seller at any time for a purchase price of 29,000,000 shares of the Buyer’s common stock.

2.15 License restrictions.Except as otherwise provided in section 2.7 above, Licensee shall not:

(i)   use the Technology unless the Use complies with applicable Laws;

(ii)   allow the Use of the Technology by any third parties not authorized by the Licensee; or

(iii)   otherwise use the Technology except as authorized herein.

Licensee agrees to take all reasonable precautions to prevent third parties from using the Technology in any way that would constitute a breach of this Agreement including, without limitation, such precautions as Licensee would otherwise take to protect its own intellectual property.

Page 6 of 15

STOCK PURCHASE AGREEMENT

BIO-CARBON SOLUTIONS INTERNATIONAL INC

1776729 ONTARIO CORPORATION

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby makes the following representations and warranties to Seller, each of which is true and correct on the date hereof and each of which shall survive the Closing:

3.1 Status. Buyer is a sophisticated, knowledgeable investor which is incorporated in the State of Nevada. The Buyer has the power and authority to own and use her assets and properties and to transact the businesses in which they are engaged.

3.2 Power and Authority. Buyer has all requisite power and authority to execute and deliver this Agreement, to perform her obligations hereunder, and to consummate the transactions contemplated hereby. Buyer have taken all action necessary to authorize its execution and delivery of this Agreement, the performance of her respective obligations hereunder and the consummation of the transactions contemplated hereunder.

3.3 Enforceability. This Agreement has been duly executed and delivered by Buyer and constitutes a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms.

3.4 No Violation. The execution and delivery of this Agreement by Buyer, the performance by Buyer of her obligations hereunder and the consummation by Buyer of the transactions contemplated by this Agreement will not (i) contravene any provision of the articles of incorporation or bylaws of Buyer, (ii) violate or conflict with any law, statute, ordinance, rule, regulation, decree, writ, injunction, judgment or order of any governmental authority or of any arbitration award which is either applicable to, binding upon or enforceable against Buyer, (iii) conflict with, result in any breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or give rise to a right to terminate, amend, modify, abandon or accelerate, any contract which is applicable to, binding upon or enforceable against Buyer, (iv) result in or require the creation or imposition of any lien upon or with respect to any of the property or assets of Buyer, or (v) require the consent, approval, authorization or permit of, or filing with or notification to, any governmental authority, any court or tribunal or any other person, except any applicable filings required under the Hart-Scott-Rodino Act, and any filings with the SEC and other filings required to be made by Buyer.

Page 7 of 15

LICENSE AGREEMENT

BIO-CARBON SOLUTIONS INTERNATIONAL INC

1776729 ONTARIO CORPORATION

3.5 The BCSI shares.

The Seller understands that the BCSI shares have not been, and it is not anticipated that the same will be, registered under the U.S. Securities Act of 1933, as amended (the "'33 Act"), nor pursuant to the provisions of the securities or other laws of any other applicable jurisdictions, in reliance upon the exemption for private offerings contained in Section 4(2) of the '33 Act, Regulation D promulgated thereunder, and the laws of such jurisdictions. The Seller is fully aware that the BCSI Shares are to be issued to it in reliance upon such exemptions based upon its representations, warranties and agreements. The Seller is fully aware of the restrictions on sale, transferability and assignment of the Shares, that BCSI has not agreed to qualify these for sale, and that the Seller must therefore bear the economic risk of his investment in the Company for an indefinite period of time because the Shares have not been registered under the '33 Act and, therefore, cannot be offered or sold unless they are subsequently registered under the '33 Act or an exemption from such registration is available.

The Seller represents that the BCSI Shares are being acquired by it for investment and not with a view to, or for resale in connection with, any distribution of stock within the meaning of the '33 Act. By such representation, the Seller means “that I am acquiring the BCSI shares for my own account for investment and that no one else has any beneficial ownership in the BCSI shares, nor are they subject to any pledge or lien”. Further, Seller understands that the BCSI Shares will not be registered under the Act by reason of a specific exemption provided therein, the availability of which depends upon the bona fide nature of its investment’s intent as expressed herein. The Seller recognizes that the BCSI Shares are being issued to it in reliance upon these representations. Accordingly, until the BCSI shares are registered under the '33 Act, they must be held indefinitely unless they are subsequently registered under the '33 Act or an exemption from such registration is available. The Seller further understands that any routine sales of the Shares made in reliance upon Rule 144 can be made only in limited amounts in accordance with the terms and conditions of that Rule, and in the event that Rule 144 is not applicable or is unavailable for any reason, Registration under the Act or compliance with Regulation A or some other exemption will be required.

Page 8 of 15

STOCK PURCHASE AGREEMENT

BIO-CARBON SOLUTIONS INTERNATIONAL INC

1776729 ONTARIO CORPORATION

Before it makes any disposition of any of the BCSI shares, whether by sale, gift, pledge, charitable donation or otherwise, the Seller agrees to give to BCSI written notice describing briefly the manner of such proposed disposition. No such disposition shall be made unless and until the BCSI shares have been registered under the Act, or such proposed disposition does not require Registration under the Act by reason of a specific exemption contained therein. In the event that the Seller proposes to dispose of any portion of the BCSI shares pursuant to such an exemption, it must furnish to BCSI an opinion of counsel stating specifically which exemption from Registration under the Act is claimed and that such exemption is available for the proposed transaction under the circumstances, and BCSI shall have advised the transfer agent for its common stock that such counsel and such opinion are satisfactory to it.

The Seller agrees that until such time as the BCSI shares are qualified for sale, each certificate representing any of such shares shall bear on its face a legend in substantially the following form:

"These securities have not been registered under the Securities Act of 1933, as amended. They have been acquired for investment and not with a view to the distribution thereof. They may not be sold or transferred in the absence of an effective Registration Statement under that Act without an opinion of counsel satisfactory to the Company that such Registration is not required."

3.6 Anti-Money Laundering. The Seller represents and covenants that neither it nor any person controlling, controlled by, or under common control with her, nor any person having a beneficial interest in her, is an individual or organization, or entity listed on the List of Specially Designated Nationals and Blocked Persons (the “OFAC Control List”) maintained by the U.S. Office of Foreign Assets Control (“OFAC”) and that it is not acquiring the BCSI Shares and will not acquire any BCSI Shares on behalf of or for the benefit of any individual, organization or entity listed on the OFAC Control List. A copy of the OFAC Control List may be viewed at

http://www.treasury.gov/offices/enforcement/ofac/sdn/t11sdn.pdf

Page 9 of 15

LICENSE AGREEMENT

BIO-CARBON SOLUTIONS INTERNATIONAL INC

1776729 ONTARIO CORPORATION

3.6 Legality of Funds. The Buyer represents that:

(a) the Purchase Price nor any part thereof was not and is not directly or indirectly derived from any activities that contravene U.S. federal or state laws and regulations or any international laws and regulations, including but not limited to anti-money laundering laws and regulations, and

(b) when and if the Buyer liquidates its interest in the 1776729 shares, that the proceeds of such sale will not be used to finance any illegal activities.

3.7 PATRIOT Act Compliance. If the Buyer is an entity that invests on behalf of others, the Buyer , in addition to and not by way of limiting any of the forgoing, represents and certifies that it is aware of the requirements of the PATRIOT Act of 2001 and the rules and regulations promulgated thereunder, and other applicable anti-money laundering measures in any jurisdiction (collectively the “AML Rules”), and that it has adopted anti-money laundering policies and procedures reasonably designed to verify the identity of its beneficial owners or underlying investors, as the case may be, and their respective sources of funds. Such policies and procedures are properly enforced, and are consistent with such AML rules.

The Buyer further warrants and certifies that, to the best of its knowledge, its beneficial owners or investors, as the case may be, are not individuals, entities or countries that may subject the Company or any of its affiliates to criminal or civil violations of any AML Rules. The Buyer further acknowledges that it is to furnish a copy of its anti-money laundering policies and procedures to the Company when requested.

Among its other obligations, the Buyer agrees to promptly notify the Company if any of the foregoing representations and certifications become inaccurate at any future time.

The Buyer further represents that:

(a) it is not a Senior Foreign Political Figure (“SFPF”), a member of the immediate family of any SFPF, a and/or any Close Associate of any SFPF residing in a non-cooperative country or territory or jurisdiction that has been designated by the U.S. Secretary of the Treasury as warranting special measures due to primary anti-money laundering concerns; and

Page 10 of 15

STOCK PURCHASE AGREEMENT

BIO-CARBON SOLUTIONS INTERNATIONAL INC

1776729 ONTARIO CORPORATION

(b) it is not an SFPF residing in a non-0cooperative country or territory or a jurisdiction that has been designated by the U.S. Secretary of the Treasury as warranting special measures due to primary anti-money laundering concerns; ad

(c) it is not resident in, or organized or chartered under the laws of, a jurisdiction that has been designated by the U.S. Secretary of the Treasury under Sections 311 and 312 of the USA PATRIOT Act as warranting special measures due to primary money-laundering concerns; and

(d) it is not a Foreign Shell Bank (“FSB”) as that term is defined in the USA PATRIOT Act; and

(e) the Purchase Price did not originate from, nor will it be routed through, an account maintained at an FSB, or a bank organized or chartered under the laws of a jurisdiction deemed to be a non-cooperative country or territory (“NCCT”).

The Buyer understands the meaning and legal consequences of all of the foregoing representations and warranties, which are true and correct as of the date hereof, and will be true and correct as of the Closing Date. Each such representation and warranty shall survive the Closing Date.

3.8 Brokers, Finders. Buyer has not incurred any obligation for any finder’s or broker’s or agent’s fees or commissions or similar compensation in connection with the transactions contemplated hereby.

3.9 Restrictive Documents. Buyer is not subject to any charter, by-law, mortgage, lien, lease, agreement, instrument, order, law, rule, regulation, judgment or decree or any other restriction which would prevent consummation of the transactions contemplated by this Agreement.

ARTICLE IV

CONDITIONS PRECEDENT TO BUYER’ OBLIGATIONS

The obligations of Buyer at the Closing shall be subject to the satisfaction at or prior to the Closing of each of the following conditions (unless waived in writing by Buyer):

4.1 Accuracy of Representations and Warranties. The Seller’s representations and warranties set forth in Article II shall have been true and correct in all material respects when made and shall be true and correct in all material respects on the Closing Date as though such representations and warranties were made at and as of such date and time. Seller’s representations and warranties as set forth in Article IIA shall have been true and correct in all material respects when made.

Page 11 of 15

LICENSE AGREEMENT

BIO-CARBON SOLUTIONS INTERNATIONAL INC

1776729 ONTARIO CORPORATION

4.2 Performance of Agreement. Seller shall have fully performed and complied with all covenants, conditions, and other obligations under this Agreement to be performed or complied with by them at or prior to the Closing.

ARTICLE V

CONDITIONS TO SELLER’S OBLIGATIONS

The obligations of Seller at the Closing shall be subject to the satisfaction at the Closing of the following conditions unless waived in writing by Seller):

5.1 Accuracy of Representations and Warranties. Buyer’s representations and warranties set forth in Article III shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date as though such representations and warranties were made at and as of such date and time.

5.2 Performance of Agreement. Buyer shall have fully performed and complied with all covenants, conditions, and other obligations under this Agreement to be performed or complied with by it at or prior to the Closing.

ARTICLE VI

ADDITIONAL COVENANTS OF THE PARTIES

6.1 Public Disclosure. Prior to Closing, neither Party to this Agreement shall make any public disclosure of the terms hereof or the transactions contemplated hereby without the prior written consent of the other Party, except as required by law. If the Closing does not occur, Buyer, and if the Closing does occur, Seller shall not disclose to any third person any confidential information relating to the Company without the prior written consent of the other Party.

6.2 Further Assurances. From and after the Closing, the Parties shall do such acts and execute such documents and instruments as may be reasonably required to make effective the transactions contemplated.

Page 12 of 15

STOCK PURCHASE AGREEMENT

BIO-CARBON SOLUTIONS INTERNATIONAL INC

1776729 ONTARIO CORPORATION

ARTICLE VII

MISCELLANEOUS PROVISIONS

7.1 Notice. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and made upon being delivered either by courier or fax delivery to the Party for whom it is intended, provided that a copy thereof is deposited, postage prepaid, certified or registered mail, return receipt requested, in the United States mail, bearing the address shown in this Section 9.1 for, or such other address as may be designated in writing hereafter by, such Party:

If to Buyer:

Bio-Carbon Solutions International Inc

350 Bay St, Suite 1201,

Toronto, Ontario M5H 2S6.

Canada

If to Seller:

1776729 Ontario Corporation

123 March Street, Suite 202

Sault Ste Marie, OntarioP6A 2Z5

Canada

7.2 Entire Agreement. This Agreement hereto embody the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements and understandings relative to such subject matter.

7.3 Assignment; Binding Agreement. This Agreement and various rights and obligations arising hereunder shall inure to the benefit of and be binding upon Buyer, its successors, and permitted assigns and Seller, their legal representatives, successors, and permitted assigns. Neither this Agreement nor any of the rights, interests, or obligations hereunder shall be transferred, delegated, or assigned (by operation of law or otherwise) by either of the Parties hereto without the prior written consent of the other Party, except that Buyer shall have the right to transfer and assign its rights hereunder to purchase the Shares and any other rights or benefits afforded to it by this Agreement to any entity which at the time of such transfer and assignment is controlled by Buyer.

Page 13 of 15

LICENSE AGREEMENT

BIO-CARBON SOLUTIONS INTERNATIONAL INC

1776729 ONTARIO CORPORATION

7.4 Counterparts. This Agreement may be executed simultaneously in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

7.5 Headings; Interpretation. The article and section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of the Agreement. Each reference in this Agreement to an Article, Section unless otherwise indicated, shall mean an Article or a Section of this Agreement. References herein to "days", unless otherwise indicated, are to consecutive calendar days. All Parties have participated substantially in the negotiation and drafting of this Agreement and agree that no ambiguity herein should be construed against the draftsman.

7.6 Expenses. Seller (and not the Company) shall pay all costs and expenses incurred on behalf of themselves or the Company in connection with the negotiation, preparation and execution of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, fees and expenses of attorneys, investment bankers and accountants.

7.7 Remedies Cumulative. All rights and remedies of the Parties under this Agreement are cumulative and without prejudice to any other rights or remedies under Law.

7.8 Governing Law. This Agreement shall in all respects be construed in accordance with and governed by the substantive laws of the Province of Ontario, Canada without reference to its conflict of law rules.

Page 14 of 15

STOCK PURCHASE AGREEMENT

BIO-CARBON SOLUTIONS INTERNATIONAL INC

1776729 ONTARIO CORPORATION

IN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be executed as of the date Aim above written.

Buyer:

BIO-CARBON SYSTEMS INTERNATIONAL INC

By: /s/ John S. Wilkes, President

Seller:

1776729 ONTARIO CORPORATION

By:                      /s/ Luc C. Duchesne

Name:                  Dr. Luc C Duchesne

Title:                     President

Page 15 of 15

EX-10.2

CARBON DEVELOPMENT AGREEMENT

THIS AGREEMENT is dated January 14, 2011

BETWEEN:

BIO-CARBON SOLUTIONS INTERNATIONAL INC

A Nevada corporation having an address at:

123 Queen St East, suite 202

Sault Ste Marie, Ontario,

Canada P6A 2Z5

As “BCSI”

AND:

BASIA HOLDINGS, INC.

A Tennessee corporation having an address at:

18 East Sunrise Highway ˜ Suite 311 ˜ Freeport, NY 11520

As “BASIA”

WHEREAS:

BCSI  is a carbon project development  firm with exclusive know how for the quantification, management, monitoring and sale of carbon credits or environmental benefits “Carbon credits”;

AND WHEREAS

BASIA is a coal resource development company with the exclusive ownership of lands which cover 9,000 acresof heavily forested landsin Grundy County, Tennessee and which contains approximately 52,000,000 tons of recoverable coal that may be extracted by surface and underground mining methods “The Project”.

AND WHEREAS

Carbon credits can be generated from various methodologies and generated from using a broad spectrum of technologies or methodologies that reduce the emissions of greenhouse warming gases, which include the type of activities that are pertinent to The Project;

AND WHEREAS

BCSI and BASIA wish to collaborate for the development and sale of carbon credits that may be derived from the Project;

AND WHEREAS

BCSI and BASIA wish to enter into this Carbon Development Agreement  (the “CDA”) which grants to BCSI the exclusive rights for the development of the carbon credits derived from The Project.

NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants herein, the parties hereto (the “Parties”, or individually the “Party”)agree as follows:

PART I

AGREEMENT

2.1                      This CDA grants exclusive rights to BCSI for the development of carbon credits or carbon offsets or environmental benefits derived from the Project including projects developed by BASIA’s subsidiaries.

.

PART 2

TERMINATION

3.1                      This CDA shall be effective upon the date hereof, and shall continue in full force and effect unless  the other Party becomes bankrupt.

3.2                      The Parties acknowledge and agree that the rights and obligations of any Party that have accrued prior to the expiration of this Agreement or which are expressed to survive such expiration  shall not be affected by the termination of this CDA.

PART 3

COMPENSATION

BASIA shall pay BCSI 20 % of the net Cash Flow from the sale of carbon credits generated by BCSI on behalf of BASIA.  Payment is due on December 31 of each year.

PART 4

INTELLECTUAL PROPERTY

Except with agreed specifically in writing, BCSI Inc and BASIA shall retain ownership and title of all their respective assets, intellectual property related to technologies, business know-how, trademarks, business contacts, access to government capital and loans for business development including future improvements and modifications.

PART 5

CONFIDENTIALITY

5.1 Each Party shall treat as confidential information this CDA, the subject matter hereof, and all other discussions, draft agreements, agreements, information, reports, data, test results, marketing, product and cost information, business opportunities, knowhow, research and analyses related to the Parties’ Technologies or this CDA the “Confidential Information”).  The standard of care to be used in protecting the Confidential Information hereunder shall be the same degree of care the Parties use to protect their own confidential information, but in any event, shall not be less than a reasonable degree of care practised by diligent and prudent persons in similar circumstances.

5.2 Confidential Information shall be used by the receiving Party only for purposes of the actions specifically contemplated by this CDA and shall be promptly returned to the disclosing Party on the written request of the disclosing Party. Each Party shall restrict the disclosure of Confidential Information to those of its employees and agents who have a need to know such information relative to this CDA and shall only disclose such Confidential Information to those persons who have agreed to receive, hold and use such information subject to the terms and restrictions of this CDA.

5.3 Notwithstanding the above, this section  imposes no obligation on the receiving Party with respect to information that:

(a) is or becomes a matter of public knowledge through no fault of the receiving Party,

(b) is rightfully received by the receiving Party from a third party without a duty of confidentiality,

(c)           is required to be disclosed by law, or

(d) is disclosed by the receiving Party with the disclosing Party's prior written consent.

PART 6

COVENANTS, REPRESENTATIONS & WARRANTIES

6.1 Each Party represents and warrants that it has all corporate approvals and the independent right and power to enter into this CDA.

6.2 BASIA and BCSI agree that BCSI offer no guaranty regarding the eligibilty of the project with respect to carbon credits.  BCSI will exert best efforts to secure carbon credit benefits to BASIA.

6.3 BASIA agrees that BCSI is a carbon development company and has carbon development agreements with other parties who may or may not compete with BASIA.

PART 7

LIMITATION OF LIABILITY

Except with respect to obligations of confidentiality and restrictions on use set forth herein, neither Party will be liable for any indirect, special, incidental or consequential damages of any kind, including lost profits, lost revenues, lost business opportunities, failure to realize expected savings, or other commercial or economic losses of any kind arising out of, in connection with, or resulting from their performance under this Agreement, even if the other Party has been advised of the possibility of such damage.

PART 8

DISPUTE RESOLUTION

Except for applications for injunctions or restraining orders, any disputes arising out of or in connection with any binding provisions of this CDA or in respect of any defined legal relationship associated therewith or derived therefrom will be, insofar as lawfully possible, referred to and finally resolved or determined by arbitration in Ontario, Canada and each party shall be responsible for its own fees.

PART 9

NOTICES

Any notice to be given by either Party to the other under this CDA will be in writing and may be delivered personally, by facsimile or by first class prepaid mail to the following addresses:

If to BCSI:

Bio-Carbon Solutions International Inc

123 March Street, Suite 202

Sault Ste Marie, On P6A 2Z5 Canada

Attention:	Luc C Duchesne
Facsimile:	705 253 9572
Email:	ce0@bio-carb.com

If to BASIA HOLDINGS, INC

Basia Holdings, Inc.

18 East Sunrise Highway, Suite 311

Freeport, NY  11520 USA

Attention:	Neal R. Bruckman
Facsimile:	516 546 6220
Email:	fintekusa@gmail.com

or to such other address as may be designated by written notice given by either Party to the other Party.

Notices delivered in person or by facsimile will be effective on the date of such delivery. Notices issued by mail will be effective on the third business day following the date that the envelope containing the notice is postmarked unless between the time of mailing and the time the notice is deemed effective there is an interruption in postal service, in which case, the notice will not be effective until actually received. In the event of a postal strike or lockout, notices or demands under this CDA must be delivered personally or by facsimile.

PART 10

GENERAL PROVISIONS

10.1 Partnership: Nothing in this CDA is intended to imply the existence of a partnership, joint venture, or agency relationship between the Parties.

10.2 Time of Essence: Time is of the essence with respect to this CDA and the performance of each obligation of each Party hereunder unless otherwise expressly stated.

10.3 Amendments: No modifications, waivers or amendments to this CDA shall be effective unless in writing and signed all Parties.

10.4 Assignment: Neither Party may assign or transfer this Agreement or any of its rights or obligations under this CDA, without the prior written consent of the other party.

10.5 Governing Law: This CDA will be governed by and interpreted exclusively in accordance with the laws of the Province of Ontario, Canada and the Parties hereby irrevocably attorn to the jurisdiction of the courts of the Province of Ontario for matters which are not properly the subject of Part 9.

10.6 Costs: Each Party will be responsible for its own costs in relation to any activities covered by this CDA and the negotiation of the Commercial Agreements, unless otherwise indicated.

10.7 Further Assurances: Each Party will execute and deliver such further and other agreements, documents and instruments and do such further acts and things as are within its power and as may be necessary or desirable to fully implement and carry out the terms of this CDA that are expressed to be legally enforceable as and from the time of execution hereof.

10.8 Entire Agreement: This CDA supersedes any prior understandings, agreements or proposals (written or oral) between the Parties as to the subject matter of this CDA.

IN WITNESS WHEREOF, the Parties executed this CDA as of the date first above written.

BIO-CARBON SOLUTIONS INTERNATIONAL INC
By:	Dr.. Luc C Duchesne
Signature:	/s/  Luc C. Duchesne
Title:	CEO
BASIA HOLDINGS, INC
By:	Neal R. Bruckman
Signature:	/S/ Neal R. Bruckman
Title:	President

.