10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2012

OR

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

For the transition period from ___________ to ______________.

Commission File Number 000-54507

Sandalwood Ventures, Ltd.

(Exact name of registrant as specified in its charter)

Nevada	68-0679096
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

15-65 Woodstream Blvd,

Woodbridge, Ontario, Canada

L4L 7X6

 (Address of principal executive offices)(Zip Code)

Telephone: (877) 275-2545

(Registrant's telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes [  ]   No [X]

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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

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

As of November 1, 2012, we had 250,819,800 shares of $0.001 par value common stock outstanding.

SANDALWOOD VENTURES, LTD.

FORM 10-Q

INDEX

		Page No.
PART I   FINANCIAL INFORMATION
ITEM 1.   Financial Statements (Unaudited)
	Consolidated Balance Sheets as of September 30, 2012 and December 31, 2011	F-1
	Consolidated Statements of Operations for the three and nine months ended September 30, 2012 and 2011	F-2
	Consolidated Statement of Changes in Stockholders’ Deficit for the nine months ended September 30, 2012	F-3
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2012 and 2011	F-4
	Notes to Consolidated Financial Statements	F-5
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	11
ITEM 4.	Controls and Procedures	11
PART II	OTHER INFORMATION
ITEM 1.	Legal Proceedings	13
ITEM 1A.	Risk Factors	13
ITEM 2.	Unregistered Sales Of Equity Securities And Use Of Proceeds	13
ITEM 6.	Exhibits	13

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SANDALWOOD VENTURES, LTD

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30, 2012			December 31, 2011
ASSETS
Current Assets
Cash	$	765		$	6,878
Restricted cash– merger attorney escrow account		9,144			-
Accounts receivable, net of allowance of $4,926		58,320			31,496
Inventory		27,520			22,405
Investment tax credit recoverable		16,830			9,739
Prepaid and sundry assets		610			2,829
Total Current Assets		113,189			73,347
Long Term Assets
Equipment, net		8,069			9,683
Total Assets	$	121,258		$	83,030
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable	$	61,284		$	54,737
Accrued liabilities		64,417			54,260
Notes payable		75,000			-
Convertible notes payable – net of discount of $100,626		164,374			-
Advances from stockholders		474,794			404,795
Total Current Liabilities		839,869			513,792
Stockholders' Deficit
Preferred stock, $0.001 par value; 50,000,000 shares
1,000 and 0 shares outstanding as of September 30, 2012 and December 31, 2011, respectively		1			-
Common stock, $0.001 par value; 7,000,000,000 shares authorized and 250,819,800  and 125,000,000  shares issued and outstanding at September 30, 2012 and December 31, 2011, respectively		250,820			125,000
Additional paid in capital		151,128			351,515
Accumulated other comprehensive loss		(39,499	)		(29,939	)
Accumulated deficit		(1,081,061	)		(877,338	)
Total Stockholders' Deficit		(718,611	)		(430,762	)
Total Liabilities and Stockholders' Deficit	$	121,258		$	83,030

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

F-1

SANDALWOOD VENTURES, LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2012			2011			2012			2011
Sales	$	70,749		$	52,287		$	220,890		$	173,480
Cost of goods sold		48,788			36,638			153,925			99,574
Gross profit		21,961			15,649			66,965			73,906
Operating expense:
General and administrative		82,126			14,259			126,843			68,675
Salaries and wages		25,379			13,645			56,973			46,413
Selling and delivery		30,000			1,635			32,102			12,511
Depreciation		626			529			1,916			1,752
Total operating expenses		138,131			30,068			217,834			129,351
Operating loss		(116,170	)		(14,419	)		(150,869	)		(55,445	)
Other income (expense):
Interest expense		(52,190	)		(863	)		(52,854	)		(2,078	)
Net  loss		(168,360	)		(15,282	)		(203,723	)		(57,523	)
Foreign currency translation adjustment		(14,755)			33,462			(9,560)			28,803
Net comprehensive  (loss) income	$	(183,115	)	$	18,180		$	(213,283	)	$	(28,720	)
Net loss per share:
Basic and diluted	$	(0.00	)	$	0.00		$	(0.00	)	$	0.00
Weighted average number of common shares outstanding:
Basic and diluted		250,819,800			125,000,000			169,542,046			125,000,000

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

F-2

SANDALWOOD VENTURES, LTD.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012
(Unaudited)
	Common Stock				Series A Preferred Stock							Accumulated Other Comprehensive Loss
	Shares		Amount		Shares		Amount		Additional Paid-in Capital						Accumulated Deficit			Total
Shares issued at share    exchange		125,000,000	$	125,000		-	$	-	$	351,515		$	(29,939	)	$	(877,338	)	$	(430,762	)
Reverse merger adjustment		125,819,800		125,820		1,000		1		(254,057	)		-			-			(128,236	)
Contributed services		-		-		-		-		53,670			-			-			53,670
Foreign currency translation    adjustment		-		-		-		-		-			(9,560)			-			(9,560)
Net loss		-		-		-		-		-			-			(203,723	)		(203,723	)
Balance, September 30, 2012		250,819,800	$	250,820		1,000	$	1	$	151,128		$	(39,499	)	$	(1,081,061	)	$	(718,611	)

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

F-3

SANDALWOOD VENTURES, LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	For the Nine Months Ended September 30,
	2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(203,723	)	$	(57,523	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		1,916			1,752
Amortization of debt discount		46,250			-
Contributed services		53,670			51,029
Bad debt expense		-			6,000
Changes in operating assets and liabilities:
Accounts receivable		(26,824	)		(11,108	)
Inventory		(5,115	)		(13,696	)
Investment tax credit recoverable		(7,091	)		-
Prepaid and sundry assets		2,219			(12,491	)
Accounts payable and accrued liabilities		(32,603	)		(1,307	)
Net cash used in operating activities		(171,301	)		(37,344	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment		(302	)		(5,267	)
Restricted cash		30,051			-
Net cash used in investing activities		(29,749	)		(5,267	)
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from stockholders		69,999			3,457
Proceeds from borrowings		75,000			-
Net cash provided by financing activities		144,999			3,457
Effect of exchange rate changes on cash		(9,560	)		28,803
Net decrease in cash		(6,113	)		(10,351	)
Cash at the beginning of the period		6,878			13,368
Cash at the end of the period	$	765		$	3,017
Supplemental cash flow information
Cash paid for:
Interest	$	6,604		$	2,078
Income taxes		-			-
NonNon-cash investing activity:
Reverse merger adjustment	$	128,236		$	-

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

F-4

SANDALWOOD VENTURES, LTD.

Notes to Consolidated Financial Statements

September 30, 2012

(Unaudited)

1. NATURE OF OPERATIONS

Sandalwood Ventures, Ltd. (the "Company" or “Sandalwood”) was incorporated on April 10, 2007 in Nevada for the purpose of acquiring, exploring and developing mining properties.

Eco-Tek Group Inc. (the “Company” or “Eco-Tek”, formerly Cliktech) was incorporated on May 4, 2005 in Ontario, Canada. Eco-Tek blends and sells oil lubrication products and is the developer of Clik Tech Engine Treatment (“Clik”).

On June 25, 2012, the Company entered into a share exchange agreement with the shareholders of and corporate entity of Eco-Tek, which closed on June 29, 2012, wherein it acquired the latter in exchange for 125,000,000 common shares in a transaction accounted for as a reverse merger.  On June 25, 2012, certain of Eco-Tek’s shareholders also entered into a stock purchase agreement wherein they acquired the 1,000 Series A Preferred Stock shares which provided them 51% voting rights to the Company.  As a result of these transactions, Eco-Tek’s shareholders became the Company’s majority shareholders and Eco-Tek became a wholly-owned subsidiary of the Company.  Following the share exchange, the Company will undertake continued manufacturing and distribution of Clik’s products and ongoing research, development and commercialization of associated products.  In connection with this change in business focus, the Company will cease undertaking any mineral exploration activities and anticipates letting the rights to its Sandalwood 1 Lode Claim expire in September 2012. The Company has also changed its year-end to December 31.

Consequently, the assets and liabilities and the historical operations reflected in the consolidated financial statements for the periods prior to June 29, 2012 are those of Eco-Tek and are recorded at the historical cost basis. After June 29, 2012 (the closing date), the Company’s consolidated financial statements include the assets and liabilities of both Eco-Tek and Sandalwood and the historical operations of both after that date.

2. BASIS OF PRESENTATION

The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and the Securities Exchange Commission (“SEC”) instructions to Form 10-Q and Article 8 of SEC Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with Eco-Tek’s audited financial statements and notes thereto included in the Form 8-K/A filed with the SEC on September 21, 2012.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of financial position and results of operations for the interim periods presented have been reflected herein.  Operating results for the three and nine months ended September 30, 2012, are not necessarily indicative of the results that may be expected for the year ending December 31, 2012.  Notes to the consolidated financial statements which would substantially duplicate the disclosures contained in Eco-Tek’s audited financial statements for 2011 as included in the Form 8-K/A filed on September 21, 2012 have been omitted.

F-5

SANDALWOOD VENTURES, LTD.

Notes to Consolidated Financial Statements

September 30, 2012

(Unaudited)

3.           GOING CONCERN

The Company's financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.  The Company has experienced losses from operations and has negative working capital as of September 30, 2012, that raises substantial doubt as to its ability to continue as a going concern.

The Company's existence is dependent upon management's ability to develop profitable operations and resolve its liquidity problems. Management anticipates the Company will attain profitable status and improve its liquidity through continued business development and additional equity investment in the Company.  Management is pursuing various sources of financing and intends to raise equity financing through a private placement with a private group of investors in the near future.  In the event the Company is not able to raise the necessary equity financing from private investors, the stockholders intend to finance the Company by way of stockholder loans, as needed, until profitable operations are attained.

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

4. SIGNIFICANT ACCOUNTING POLICIES

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known.

Restricted cash

Restricted cash at September 30, 2012 consists of cash held in trust by Sandalwood’s attorneys, which is disbursed at the direction of the Company.

Fair value of financial instruments

The carrying value of the Company's cash, accounts receivable, accounts payable and accrued liabilities, advances from stockholders, notes payable and convertible notes approximate fair value because of the short-term maturity of these instruments.

F-6

SANDALWOOD VENTURES, LTD.

Notes to Consolidated Financial Statements

September 30, 2012

(Unaudited)

Recently issued accounting pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that recently issued accounting pronouncements adopted do not have a material impact on its financial position or results of operations.

5.           NOTES PAYABLE

The Company issued two notes totaling $75,000 which bear interest at 8% per annum and have a term of one year.   In the event of default, the noteholders have the option to convert the notes to common shares at a conversion price equal to 70% of the volume weighted average closing prices of the Company’s common share during the 10 trading days prior to the conversion date.

6.           CONVERTIBLE NOTES PAYABLE

Convertible notes as of September 30, 2012 consist of:

Principal amount	$	265,000
Less – debt discount		(100,626	)
	$	164,374

The notes were issued by Sandalwood, bear interest at the rate of 8% per annum, have a term of one year and are convertible into common shares at a conversion price equal to $0.0003571 per share, subject to adjustment upon certain events.  Notes amounting to $80,000 have matured and are currently past due.

The Company evaluated the terms of the convertible notes in accordance with ASC 815-40, Contracts in Entity’s Own Equity, and concluded that the convertible notes did not result in a derivative. The Company evaluated the terms of the convertible notes and concluded that there was a beneficial conversion feature since the convertible notes were convertible into shares of common stock at a discount to the market value of the common stock.  The beneficial conversion feature is recorded as a discount to the notes and is amortized over the term of the debt.  Amortization expense during the period amounted to $46,250.

F-7

SANDALWOOD VENTURES, LTD.

Notes to Consolidated Financial Statements

September 30, 2012

(Unaudited)

7.          ADVANCES FROM STOCKHOLDERS

Advances from stockholders are unsecured, non-interest bearing and due on demand.  At September 31, 2012, and December 31, 2011, the Company had $474,794 and $404,795 in advances outstanding, respectively.

8.          STOCKHOLDERS’ EQUITY

The Company is authorized to issue 50,000,000 shares of $0.001 par value preferred stock, which may be issued from time to time in one or more series as shall be determined by the Board of Directors. Such stock shall have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualification, limitations or restriction thereof, as shall be stated in resolutions providing for the issue of such class or series of preferred stock.

On April 13, 2012, the Company filed a Certificate of Designation of a series of 1,000 shares of Series A Preferred Stock of the Company. The holders of the Series A Preferred Stock, voting separately as a class are entitled to vote in aggregate, on all shareholders matters, 51% of the total vote on such shareholder matters, no matter how many shares of common stock or other voting stock of the Company are issued or outstanding in the future.  Additionally, the Company is prohibited from adopting any amendments to the Company’s Bylaws, Articles of Incorporation, as amended, making any changes to the Certificate of Designation establishing the Series A Preferred Stock, or effecting any reclassification of the Series A Preferred Stock, without the affirmative vote of at least 66-2/3% of the outstanding shares of Series A Preferred Stock. However, the Company may, by any means authorized by law and without any vote of the holders of shares of Series A Preferred Stock, make technical, corrective, administrative or similar changes to such Certificate of Designation that do not, individually or in the aggregate, adversely affect the rights or preferences of the holders of shares of Series A Preferred Stock.

Prior to January 6, 2012, the Company was authorized to issue 250,000,000 common shares with a par value of $0.001 per share. On January 23, 2012, the Company affected a 28:1 forward stock split of its common stock without adjusting the par value of $0.001. The Company now has 7,000,000,000 common shares authorized. All share amounts have been restated to reflect the stock split.

During the nine months ended September 30, 2012, certain shareholders contributed services to the Company valued at $53,670.

In June 2012, the Company issued 125,000,000 shares to acquire Eco-Tek.  The transaction was accounted for as a reverse merger.  Shares outstanding immediately prior to the transaction of 125,819,800 and the net book value of Sandalwood $(128,236) are presented as reverse merger adjustments.

F-8

ITEM 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

All statements in this discussion that are not historical are forward-looking statements. Statements preceded by, followed by or that otherwise include the words "believes", "expects", "anticipates", "intends", "projects", "estimates", "plans", "may increase", "may fluctuate" and similar expressions or future or conditional verbs such as "should", "would", "may" and "could" are generally forward-looking in nature and not historical facts. These forward-looking statements were based on various factors and were derived utilizing numerous important assumptions and other important factors that could cause actual results to differ materially from those in the forward-looking statements. Forward-looking statements include the information concerning our future financial performance, business strategy, projected plans and objectives. These factors include, among others, the factors set forth below under the heading "Risk Factors." although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Most of these factors are difficult to predict accurately and are generally beyond our control. We are under no obligation to publicly update any of the forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Readers are cautioned not to place undue reliance on these forward-looking statements. References in this Form 10-Q, unless another date is stated, are to September 30, 2012. As used herein, the "Company," “Sandalwood,” "we," "us," "our" and words of similar meaning refer to Sandalwood Ventures, Ltd. and its wholly-owned subsidiary, Eco-Tek Group, Inc., unless otherwise stated or the context requires otherwise.

Overview

Sandalwood Ventures, Ltd. was incorporated on April 10, 2007 in Nevada for the purpose of acquiring, exploring and developing mining properties. The Company was an Exploration Stage Company.

On June 25, 2012, the Company entered into a Share Exchange Agreement with Eco-Tek Group Inc., an Ontario corporation (“Eco-Tek”) and its shareholders (the “Eco-Tek Shareholders”).  The Eco-Tek Shareholders included Luciana D’Alessandris, Jim Vogiatzis, Michael Zitser and Sergey Kartsev who in April 2012, entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”), which closed in May 2012, and each purchased 1/4th of the total shares of common stock held by Edwin Slater, our then Chief Executive Officer (280,000,000 shares of common stock each or 1,120,000,000 shares of common stock in total, representing 93.7% of our total outstanding shares of common stock) for $5,000, or $20,000 in aggregate.

Effective June 25, 2012, Ira Morris, who held all 1,000 shares of the Company’s outstanding Series A Preferred Stock, which provided him 51% voting control over the Company, entered into a Stock Purchase Agreement (as amended and restated) with Luciana D’Alessandris, Jim Vogiatzis, Michael Zitser and Sergey Kartsev and purchased all 1,120,000,000 of the shares of common stock originally purchased by such individuals pursuant to the Stock Purchase Agreement with Mr. Slater, which closed in May 2012 in consideration for $5,600 ($1,400 to each seller) and all 1,000 shares of the Series A Preferred Stock which he held (with 250 shares of Series A Preferred Stock being transferred to each seller). Subsequent to the closing of the purchase of the shares by Mr. Morris, Mr. Morris entered into a Cancellation of Shares Agreement with the Company and cancelled 1,070,000,000 of the shares purchased in consideration for $20,000 (the “Cancellation”).

Pursuant to the Share Exchange Agreement, which closed on June 29, 2012, the Company acquired 100% of the outstanding shares of common stock of Eco-Tek in consideration for an aggregate of 125,000,000 shares of the Company’s common stock which have been issued to the shareholders of Eco-Tek.

As a result of the Cancellation and the Share Exchange Agreement, the Company has 250,819,800 shares of common stock issued and outstanding.

As described above, effective June 29, 2012, the Company, Eco-Tek and the Eco-Tek Shareholders closed the transactions contemplated by the Share Exchange Agreement, and Eco-Tek became a wholly-owned subsidiary of the Company.

Eco-Tek blends and sells oil lubrication products.  Concurrently with the closing of the Share Exchange Agreement, the Company changed its business focus to that of Eco-Tek and ceased undertaking any mineral exploration activities.  In connection with this change in business focus, the Company let the rights to its Sandalwood 1 Lode Claim expire in September 2012.  Eco-Tek is dedicated to the development and marketing of innovative and cost effective “green” products to the automotive and industrial sectors. Currently Eco-Tek is a distributor of products and does not have any exclusive rights to the products it distributes other than the Clik Bypass And Magnetic Oil Filtration For Trucks, described below. Eco-Tek’s products are the result of ongoing research and development by chemists and engineers with extensive knowledge and experience in the lubrication and related automotive fields. Approximately 85% of Eco-Tek’s sales are generated in Canada, with the other 15% coming from overseas markets such as Ecuador, Argentina and Chile. Eco-Tek manufactures (through the blending of various ingredients) and distributes Clik synthetic lubricants, filtration systems and other products, described in greater detail below. Eco-Tek maintains websites at www.eco-tekgroup.net and www.cliktech.com and is currently in the process of creating a new website at www.ecotekworldwide.com.  The information on, or that may be accessed through, Eco-Tek’s websites is not incorporated by reference into this report and should not be considered a part of this report.

3

More information on Eco-Tek’s business operations, plan of operations, risk factors regarding Eco-Tek’s operations, and the Company’s securities can be found in the Form 8-K/A filed by the Company on September 21, 2012 (the “From 8-K”), which information readers are encouraged to read and review.

Additionally, the Company filed an Information Statement on Schedule 14C with the SEC on October 24, 2012 and began mailing the Information Statement to shareholders shortly thereafter, setting forth information regarding the planned filing of a Certificate of Amendment to the Company’s Articles of Incorporation to affect a name change to “Eco-Tek Group Inc.”, which name change the Company plans to affect in the fourth quarter of 2012.  The Company plans to file a Current Report on Form 8-K disclosing the name change and related information once completed.

Series A Preferred Stock/Change in Control

On April 13, 2012, the Company filed a Certificate of Designation of a series of 1,000 shares of Series A Preferred Stock of the Company with the Secretary of State of Nevada (the “Series A Preferred Stock”).  The holders of the Series A Preferred Stock, voting separately as a class are entitled to vote in aggregate, on all shareholders matters, 51% of the total vote on such shareholder matters, no matter how many shares of common stock or other voting stock of the Company are issued or outstanding in the future (the “Super Majority Voting Rights”).  

On May 3, 2012, the Company agreed to issue Ira Morris 1,000 shares of the Company’s Series A Preferred Stock in consideration for services rendered to the Company.  Upon such issuance, Mr. Morris became the majority shareholder of the Company and a change in control of the Company was deemed to have occurred as a result of the Super Majority Voting Rights.  

As described above, in June 2012, as part of a Stock Purchase Agreement, Mr. Morris transferred ownership of the Series A Preferred Stock and voting control over the Company to Luciana D’Alessandris, Jim Vogiatzis, Michael Zitser and Sergey Kartsev (250 shares each).

Technology Agreement

The Company entered into a Technology co-operation Agreement (the “Technology Agreement”) with Dr. Sabatino Nacson, PHD on August 23, 2012, which was amended and restated on September 14, 2012, and further amended on November 12, 2012 (the discussion of the Technology Agreement below affects and reflects the amendments and restatements). The Technology Agreement provides for Dr. Nacson to collaborate with the Company on the development of various products used in the automotive industry, including fuel injector formulation, fuel treatment, diesel fuel enhancement, lubricating oils, and penetrating lubricant formulation.  

Pursuant to the Technology Agreement, as amended, Dr. Nacson agreed to provide consulting services to the Company and assist in patent writing to protect new products and technology developed for the Company in the automotive market.  the Company agreed to compensate Dr. Nacson (i) CDN$100 per hour for the development of products up to a maximum of CDN$5,000 per product upon release and acceptance of formula to the Company; (ii)  1% of total sales of new products sold which were exclusively developed by Dr. Nacson or in collaboration with the Company; and (iii) to repay Dr. Nacson for all expenses associated with the U.S. and Canadian patents on the lubricant oil formation, which total $30,000, and all expenses moving forward, which will be paid quarterly.  Dr. Nacson agreed not to develop end user products in the automotive industry, which compete with the Company.  The Company received the exclusive rights to market and sell products developed by Dr. Nacson in the automotive market.  All products and formulae will be provided to the Company and remain the sole property of the Company.   The Company will manufacture, package and market products developed by Dr. Nacson at its sole discretion.  Dr. Nacson agreed to assign all patent rights associated with the oil lubricant technology to the Company after the issuance of shares described above.  The Company agreed to indemnify and hold Dr. Nacson harmless against any claims or actions arising out of the use of any product developed by Dr. Nacson.

4

The Technology Agreement has a term of seven years, extendable for up to another seven years thereafter, provided that the Technology Agreement can be terminated by either party after the expiration of the first seven year period with 90 days written notice from either party. Although the provisional patent application relating to the formula used in the Company’s products is registered in Dr. Nacson’s name, the Company has the exclusive rights to use such formula and any other products and intellectual property associated therewith created by Dr. Nacson for use in the automotive industry and during the term of the Technology Agreement.

Products

Currently the Company sells the following products, which are currently commercially available, which it either manufactures (through the blending of various ingredients) or distributes on behalf of third parties under its own “Clik” brand:

“Clik 3000 Super Synthetic 100% API Approved HP Motor Oil”

Synthetic base motor oil with anti-friction technology, high viscosity and TBN quality (additive package) has been shown to improve performance, extend the life of the oil and the engine, improve fuel economy and reduce emissions. “TBN” stands for total base number, which relates to the quality and/or strength of the additive package found in every motor oil.  The Company’s motor oil and lubricant is zinc free.  Zinc is currently being regulated by governments when used in motor oil, and as such, the Company believes that its motor oil is better for the environment.  Additionally, as higher rates of friction result in hotter engines, which increase fuel consumption and create higher emissions, the Company’s oil and lubricant, which reduce the friction in an engine when compared to traditional motor oils, has been shown to reduce fuel consumption and lower emissions.

“CLIK 4 In 1 Fuel Treatments”

Fuel treatment to clean and lubricate fuel injectors, fuel pump and valves, has been shown to reduce wear and extend the life of mechanical parts, reduce fuel consumption, increase horsepower (HP) and torque, prevent freezing/gelling in winter and reduce emissions. One of the reasons for this is because a clean engine is more efficient and less prone to breakdown (the “Black Death of Sludge”, ConsumerReports.Org, last updated February 2012).  The Company’s fuel treatment product is a mild engine oil gallery cleaner, which is added to the used oil before the oil is changed and circulated throughout the system for approximately ten minutes while the engine idles, before the used oil and cleaner is drained and replaced with new oil.

“Clik Engine Flush”

A flush for engines which cleans internal engine components, extends engine life and restores lost performance due to sludge and buildup.

“Clik Heavy Duty Synthetic Oil Stabilizer”

An oil stabilizer which is added to engine oil used in engines and differentials to increase viscosity and also reduce friction. This results in lower running temperatures which equates to a longer engine life. The higher viscosity also increases compression in diesel engines and worn or older gasoline engines. This higher compression results in increased horsepower and torque. The reduced friction equates to more efficiency. This in turn results in better fuel consumption and increased horsepower and torque.

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“Clik Bypass And Magnetic Oil Filtration For Trucks”

Keeps oil cleaner by drawing out metals down to 3 microns in size, therefore working to eliminate moisture, extending the life of the oil, reducing friction and improving performance, fuel economy, equipment life and emission.  The Company’s oil filtration product is an add-on bypass oil filter system that is installed on an engine in addition to the OEM oil filter.  It filters particulates in the oil to a much smaller micron size (i.e., approximately 3 microns versus 50 microns on average without the additional filter) to help eliminate metal wear, moisture and keep the engine oil cleaner.    The Company has the exclusive distributor rights in North America to these products.

“Clik Premium Orange Hand Cleaner”

Hand cleaner, which contains pumice to clean, aloe and lanolin to moisturize.

“Clik Non-Toxic Super Lubricant”

Reduces friction, fuel consumption, harmful contaminants in oil, reduces smoke, vibration and noise.   This is an oil additive, which end-users can add directly to the oil in their engines.

Future Planned Products and Expansion

Funding permitting, the Company plans to expand its product line with the following additional products:

-   “Clik Fuel Saving Package” which will combine the Clik Non Toxic Super Lubricant and the Clik 4 in 1 Fuel Treatment, and is planned to also be marketed on the internet. This product has been developed, but needs to be packaged. The Company believes that this product could be ready for commercial sale in the next three months.

-   “Clik Non Toxic Windshield Washer Fluid”, for which a prototype currently exists, and which is in the final testing phase of development.  The Company estimates this product is approximately sixty percent (60%) complete. The Company believes that this product could be ready for commercial sale in approximately six months.

-   “Clik Non Toxic Multi-Purpose Spray Lubricant” which will come with a non-pressurized spray applicator, which we believe will have several uses similar to WD 40, but will be “green” and nontoxic. A prototype currently exists for this product, which the Company estimates is approximately ninety-nine percent (99%) complete and needs to be packaged and labeled to be ready for commercial sale which is anticipated to happen in approximately the next three months.

Moving forward, the Company plans to add on-line product ordering and fulfillment in conjunction with TV advertising and infomercials for its products.  The Company plans to begin television advertising as soon as possible and anticipates the cost of producing an infomercial at $1,000 per minute.

Plan of Operations For the Next 12 Months

Planned Actions	Total Estimated Expenses
Implement an internet sales strategy for Clik Multi-Purpose Lubricant and Fuel Savings Package.	$	5,000
Maintain active research and development program for new or improved engine treatment performance products.	$	25,000
Introduce the eco-friendly windshield washer fluid to the market.	$	50,000
Introduce a household lubricant to the market.	$	50,000
Recruit, train and establish two additional corporate sales agents in Ontario.	$	40,000
Create infomercial for television advertising.	$	50,000
General product advertising – magazines, internet advertising, trade shows, free samples and promotional packages.	$	125,000
Increase retail outlets in Ontario and throughout Canada.	$	50,000
Increase international distributors.	$	2,400
Convert a pre-existing service center into an Eco-Tek Lube Center in Ontario, Canada.	$	50,000
Establish up to two more Eco-Tek Lube Centers in Ontario, Canada.	$	100,000
Expenses associated with our SEC filings including, filing, legal, accounting, and auditing fees.	$	75,000
TOTAL	$	622,400

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COMPARISON OF OPERATING RESULTS

Comparison of Three Months Ended September 30, 2012 to Three Months Ended September 30, 2011

Revenue. Revenue increased $18,462 to $70,749 for the three months ended September 30, 2012 from $52,287 for the three months ended September 30, 2011. The increase is mainly due to an increase in demand for the products offered by the Company, especially two of its products (Click 5W-20 and Click 5W-30) due to management’s marketing efforts during the three months ended September 30, 2012.  The sales of these two products totalled $23,276 for the three months ended September 30, 2011 as compared to $37,895 for the three months ended September 30, 2012.

Cost of Goods Sold.  Cost of goods sold was $48,788 for the three months ended September 30, 2012, compared to $36,638 for the three months ended September 30, 2011, an increase of $12,150 from the prior period, which increase was mainly associated with the increase in revenues for the three months ended September 30, 2012 as compared to the three months ended September 30, 2011.

Operating Expenses. Operating expenses increased to $138,131 for the three months ended September 30, 2012 from $30,068 for the three months ended September 30, 2011. The increase in operating expenses was mainly due to an increase of $67,867 in general and administrative expenses, to $82,126 for the three months ended September 30, 2012, compared to $14,259 for the three months ended September 30, 2011. Operating expenses for the three months ended September 30, 2011 include expenses of Eco-Tek only, whereas operating expenses for the three months ended September 30, 2012 included expenses of Eco-Tek and the Company (i.e., its public reporting company expenses).  The main components of the Company’s operating expenses for the three months ended September 30, 2012 were legal and professional expenses of $67,254, management remuneration of $7,797 and marketing expenses of $30,000.

Interest Expense.  We had interest expense of $52,190 for the three months ended September 30, 2012, compared to interest expense of $863 for the three months ended September 30, 2011, an increase of $51,327 from the prior period, which was mainly due to interest accrued on the Convertible Promissory Notes and Promissory Notes, described below.

Net loss. During the three months ended September 30, 2012, we incurred a net loss of $168,360 as compared to a net loss of $15,282 during the three months ended September 30, 2011, an increase of $153,078 from the prior period.  The major reason for the increase in net loss in the current period as compared to the previous period is primarily due to the increase in total operating expenses of $108,063 and more specifically the increase in general and administrative expenses of $67,867, which was mainly due to the closing of the Share Exchange Agreement on June 29, 2012.

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Comparison of Nine Months Ended September 30, 2012 to Nine Months Ended September 30, 2011

Revenue. Revenue increased to $220,890 for the nine months ended September 30, 2012 from $173,480 for the nine months ended September 30, 2011, an increase of $47,410 from the prior period. The main reason for the increase in revenue was due to a large one-time customer order of $28,800 and an increase in demand for the Company’s products, especially two of its products (Click 5W-20 and Click 5W-30) by $23,276 due to management’s marketing efforts during the nine months ended September 30, 2012.

Cost of Goods Sold.  Cost of goods sold was $153,925 for the nine months ended September 30, 2012, compared to $99,574 for the nine months ended September 30, 2011, an increase of $54,351 from the prior period, which increase was mainly associated with the increase in revenues and increase in purchase price of the products sold during the nine months ended September 30, 2012, compared to the nine months ended September 30, 2011.

Operating Expenses. Operating expenses increased to $217,834 for the nine months ended September 30, 2012 from $129,351 for the nine months ended September 30, 2011. The increase in operating expenses was mainly due to an increase of $58,168 in general and administrative expenses, to $126,843 for the nine months ended September 30, 2012, compared to $68,675 for the nine months ended September 30, 2011, an increase of $19,591 in selling and delivery expenses to $32,102 for the nine months ended September 30, 2012, compared to $12,511 for the nine months ended September 30, 2011, and an increase of $10,560 in salaries and wages to $56,973 for the nine months ended September 30, 2012, compared to $46,413 for the nine months ended September 30, 2011.  Operating expenses for the nine months ended September 30, 2011 include expenses of Eco-Tek only, whereas operating expenses for the nine months ended September 30, 2012, include expenses of Eco-Tek and the Company (i.e., its public reporting company expenses).  The main components of operating expenses for the nine months ended September 30, 2012 included legal and professional expenses of $67,254, management remuneration expenses of $7,797 and marketing expenses of $30,000.

Interest Expense.  We had interest expense of $52,854 for the nine months ended September 30, 2012, compared to interest expense of $2,078 for the nine months ended September 30, 2011, an increase of $50,776 from the prior period, which was mainly due to interest accrued on the Convertible Promissory Notes and Promissory Notes, described below.

Net loss. During the nine months ended September 30, 2012, we incurred a net loss of $203,723 as compared to a net loss of $57,523 during the nine months ended September 30, 2011, an increase in net loss of $146,200 from the prior period.  The major reason for the increase in net loss was the increase in total operating expenses of $88,483 and more specifically the increase of $58,168 of general and administrative expenses.

Liquidity and Capital Resources

As of September 30, 2012, the Company had total assets of $121,258, which included total current assets of $113,189, consisting of cash of $765, restricted cash of $9,144, accounts receivable of $58,320, inventory of $27,520, investment tax credit recoverable of $16,830, prepaid and sundry assets of $610, and long-term assets of $8,069 representing equipment, net of depreciation.

The Company had total liabilities of $839,869 as of September 30, 2012, which consisted solely of current liabilities, consisting of accounts payable of $61,284, accrued liabilities of $64,417, notes payable of $75,000, convertible notes payable of $164,374 and advances from stockholders of $474,794.

The Company had a working capital deficit of $726,680 and an accumulated deficit of $1,081,061 as of September 30, 2012.

Net cash used in operating activities. During the nine months ended September 30, 2012, the Company had net cash used in operating activities of $171,301 compared with $37,344 for the nine months ended June 30, 2011. The $133,957 increase in net cash used in operating activities is mainly due to an increase in net loss of $146,200 and an increase in accounts payable and accrued expenses of $31,297, which was offset by a $46,250 increase in amortization of debt discount.

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Net cash used in investing activities. Net cash used in investing activities for the nine months ended September 30, 2011 of $5,267 was for the purchase of equipment. Net cash used in investing activities for the nine months ended September 30, 2012 of $29,749 included $302 for the purchase of equipment and a decrease of $30,051 in restricted cash, due to the payment of Company expenses.

Net cash provided by financing activities. During the nine months ended September 30, 2012, net cash provided by financing activities consisted of advances from shareholders of $69,999 and convertible notes of $75,000 for a total of $144,999 of net cash provided by financing activities, compared with $3,457 of net cash provided by financing activities for the nine months ended September 30, 2011, due solely to advances from shareholders.

Convertible Notes:

On October 26, 2010 and November 4, 2010, we entered into Convertible Promissory Notes with Cornerstone Global Investments (“Cornerstone”) and Gordon Douglas King and Jay Louise King (the “Kings”), respectively, each in the amount of $5,000. The Convertible Promissory Notes matured on October 26 and November 4, 2011, respectively, and have not been repaid or extended to date.  If converted into shares of our common stock, the convertible notes would each convert into 14,000,000 shares of our common stock (subject in the case of Cornerstone to the Conversion Limitation, described below).

The Convertible Promissory Note described above and all of the Convertible Promissory Notes described below (the “Convertible Notes”)bear interest at the rate of 8% per annum, and are due and payable twelve months from their respective effective dates, unless otherwise described.  Additionally, the principal and interest due under such Convertible Notes is convertible into shares of the Company’s common stock at a conversion price of $0.0003571 per share at the option of the respective holders thereof, as provided in such Convertible Notes.

On January 31, 2011, February 2, 2011 and February 3, 2011, we entered into Convertible Promissory Notes with Cornerstone, the Kings, and Translink Communications, respectively, each in the amount of $5,000. The Convertible Promissory Notes matured on January 31, February 2 and February 3, 2012, respectively, and have not been repaid or extended to date. If converted into shares of our common stock, the convertible notes would each convert into 14,000,000 shares of our common stock (provided that the Translink note has a Conversion Limitation, as described below).

Additionally, in February 2011, the Company entered into Amended and Restated Convertible Promissory Notes with Morgarlan Limited (“Morgarlan”), in the amount of $12,500, and Little Bay Consulting SA (“Little Bay” and together with Morgarlan, the “Note Holders”), in the amount of $12,500, which amended and replaced the prior Convertible Promissory Notes entered into with such entities in February 2010, and which extended the due date of such Convertible Promissory Notes to February 10, 2012, which notes have matured to date and have not been repaid or extended to date.  If converted into shares of our common stock, the convertible notes would each convert into 35,000,000 shares of our common stock (subject in the case of Little Bay to the Conversion Limitation, described below).

In April and June 2011, the Company entered into two Convertible Promissory Notes with Cornerstone in the aggregate amount of $20,000. If converted into shares of our common stock, the convertible notes would convert into 56,000,000 shares of our common stock (subject to the Conversion Limitation, described below). In May 2011, the Company entered into a Convertible Promissory Note with MIH Holdings Ltd. in the amount of $10,000. If converted into shares of our common stock, the convertible note would convert into 28,000,000 shares of our common stock (subject to the Conversion Limitation, described below).  The April 2011 note with Cornerstone and the May 2011 note with MIH Holdings Ltd. have matured and have not been repaid or extended to date.

Effective October 27, 2011 and December 22, 2011, the Company entered into two Convertible Promissory Notes with MIH Holdings Ltd., in the amounts of $5,000 and $10,000, respectively.  If converted into shares of our common stock, the convertible notes would convert into 14,000,000 and 28,000,000 shares of our common stock, respectively (subject to the Conversion Limitation, described below).  The October 2011 note has matured and has not been repaid or extended to date.

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Effective November 4, 2011, the Company entered into a Convertible Promissory Note with Little Bay in the amount of $5,000.  If converted into shares of our common stock, the convertible note would convert into 14,000,000 shares of our common stock (subject to the Conversion Limitation, described below).   The November 2011 note has matured and has not been repaid or extended to date.In February and March 2012, we issued three Convertible Promissory Notes. A note dated February 3, 2012 in the principal amount of $5,000 was issued to Little Bay in connection with a loan of $5,000 made to the Company by Little Bay, which note matures in February 2013, and bears interest at the rate of 8% per annum. A note dated February 17, 2012 in the principal amount of $5,000 was issued to MIH Holdings Ltd. (“MIH”) in connection with a loan of $5,000 made to the Company by MIH, which note matures in February 2013, and bears interest at the rate of 8% per annum.  The third note dated March 6, 2012, in the principal amount of $10,000 was issued to MIH in connection with a loan of $10,000 made to the Company by MIH, which note matures in March 2013, and bears interest at the rate of 8% per annum. If converted into shares of our common stock, the convertible notes would convert into 14,000,000, 14,000,000, and 28,000,000 shares of the Company’s common stock, respectively (not including the conversion of any accrued and unpaid interest and notwithstanding the Conversion Limitation as such relates to Little Bay and MIH as described below).

Effective April 20, 2012, Talon International Corp. (“Talon”) loaned the Company $115,000 (the “Talon Loan”), which was evidenced by a Convertible Promissory Note (as amended and restated, which amendment and restatement are reflected in the discussion below). The note bears interest at the rate of 8% per annum and matures on April 20, 2013.  If converted into shares of our common stock, the convertible note would convert into 322,128,851 shares of the Company’s common stock (not including the conversion of any accrued and unpaid interest) provided that the promissory note included a Conversion Limitation (as defined below).

In May 2012 and effective as of June 2, 2011, February 2, 2011 and December 21, 2011, the Company entered into amendments to the outstanding Convertible Promissory Notes with Cornerstone, Little Bay and MIH, respectively.  The amendments added a provision to the convertible notes which prohibited the holder thereof from converting such note into shares of the Company’s common stock if such conversion would result in the holder holding more than 4.99% of the Company’s common stock, subject to each holder’s ability to waive such limitation with not less than 61 days prior written notice to the Company (the “Conversion Limitation”).  Additionally, in October 2012, but effective in February 2011, the Company entered into an amendment to the outstanding Convertible Promissory Note with Translink to add a Conversion Limitation.

Effective June 26, 2012, Little Bay loaned the Company $30,000, which was evidenced by a convertible promissory note which bears interest at the rate of 8% per annum and matures on June 26, 2013. If converted into shares of our common stock, the convertible note would convert into 84,033,613 shares of the Company’s common stock (not including the conversion of any accrued and unpaid interest) provided that the promissory note included a Conversion Limitation (as defined above).

The Company evaluated the terms of the Convertible Notes in accordance with ASC 815-40, Contracts in Entity’s Own Equity, and concluded that the Convertible Notes did not result in a derivative. The Company evaluated the terms of the Convertible Notes and concluded that there was a beneficial conversion feature since the Convertible Notes were convertible into shares of common stock at a discount to the market value of the common stock.  The beneficial conversion feature is recorded as a discount to the notes and is amortized over the term of the debt.

Promissory Notes

Effective August 22, 2012, Fayt Investments Ltd. (“Fayt Investments”), loaned the Company $50,000, which was evidenced by a Promissory Note, which bears interest at the rate of 8% per annum and matures on August 22, 2013.  Upon an event of default (as described in the note), Fayt Investments has the option of converting the unpaid principal and interest owed under the Promissory Note into shares of the Company’s common stock at a conversion price equal to 70% of the volume weighted average of the closing prices of the Company’s common stock on the Over-The-Counter Bulletin Board or Pink Sheets trading market or on the principal securities exchange or other securities market on which the Company’s common stock is then being traded, for the ten prior trading days.

Effective September 7, 2012, Little Bay, loaned the Company $25,000, which was evidenced by a Promissory Note, which bears interest at the rate of 8% per annum and matures on September 7, 2013.  Upon an event of default (as described in the note), Little Bay has the option of converting the unpaid principal and interest owed under the Promissory Note into shares of the Company’s common stock at a conversion price equal to 70% of the volume weighted average of the closing prices of the Company’s common stock on the Over-The-Counter Bulletin Board or Pink Sheets trading market or on the principal securities exchange or other securities market on which the Company’s common stock is then being traded, for the ten prior trading days.

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Need For Additional Funding:

The Company will require approximately $75,000 in the next twelve months to support its operations and to pay costs and expenses associated with its filing requirements with the Securities and Exchange Commission.  The Company’s operations do not currently produce sufficient operating cash to support the Company’s operations without additional funding.

The Company’s financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has experienced losses from operations and has negative working capital as of September 30, 2012.  These factors raise substantial doubt regarding the Company's ability to continue as a going concern. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These financial statements do not include any adjustments related to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue as a going concern.

The Company will need to raise additional funding to complete the Plan of Operations set forth above.  The Company has budgeted the need for approximately $622,400 of additional funding during the next 12 months to affect the Plan of Operations set forth above and pay costs and expenses associated with the filing requirements with the Securities and Exchange Commission, which funding may not be available on favorable terms, if at all.  If the Company is unable to raise adequate working capital it will be restricted in the implementation of its business plan.

Moving forward, we plan to seek out additional debt and/or equity financing (similar to the Convertible Notes and Promissory Notes, described above) to pay costs and expenses associated with our filing requirements with the Securities and Exchange Commission and undertake our planned operations during the next 12 months (as described above); however, we do not currently have any specific plans to raise such additional financing at this time.  The sale of additional equity securities, if undertaken by the Company and if accomplished, may result in dilution to our shareholders. We cannot assure you, however, that future financing will be available in amounts or on terms acceptable to us, or at all.

ITEM 3.   Quantitative and Qualitative Disclosures About Market Risk

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), we are not required to provide the information required by this Item as we are a “smaller reporting company,” as defined by Rule 229.10(f)(1).

ITEM 4.   Controls and Procedures

(a)           Evaluation of disclosure controls and procedures. Our Principal Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q (the "Evaluation Date"), has concluded that as of the Evaluation Date, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.  This conclusion was based on the existence of the material weaknesses in our internal control over financial reporting previously disclosed and discussed below.

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A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. We identified and continue to have the following material weaknesses in our internal controls over financial reporting: we currently do not have an internal audit group, and we will need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. Additionally, due to the fact that we have only three officers and Directors who have no experience as officers or Directors of a reporting company, such lack of experienced personnel may impair our ability to maintain effective internal controls over financial reporting and disclosure controls and procedures, which may result in material misstatements to our financial statements and an inability to provide accurate and timely financial information to our stockholders.  

To address the need for more effective internal controls, management has plans to improve the existing controls and implement new controls as our financial position and capital availability improves.  

(b)           Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting during our most recent fiscal quarter that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Internal Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future.

ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors previously disclosed in the Company’s Form 8-K/A filed with the Commission on September 21, 2012 disclosing the closing of the Share Exchange Agreement and the operations of Eco-Tek. Investors are encouraged to read and review the risk factors included in the Form 8-K/A prior to making an investment in the Company.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Effective August 22, 2012, Fayt Investments Ltd. (“Fayt Investments”), loaned the Company $50,000, which was evidenced by a Promissory Note, which bears interest at the rate of 8% per annum and matures on August 22, 2013.  Upon an event of default (as described in the note), Fayt Investments has the option of converting the unpaid principal and interest owed under the Promissory Note into shares of the Company’s common stock at a conversion price equal to 70% of the volume weighted average of the closing prices of the Company’s common stock on the Over-The-Counter Bulletin Board or Pink Sheets trading market or on the principal securities exchange or other securities market on which the Company’s common stock is then being traded, for the ten prior trading days.

Effective September 7, 2012, Little Bay, loaned the Company $25,000, which was evidenced by a Promissory Note, which bears interest at the rate of 8% per annum and matures on September 7, 2013.  Upon an event of default (as described in the note), Little Bay has the option of converting the unpaid principal and interest owed under the Promissory Note into shares of the Company’s common stock at a conversion price equal to 70% of the volume weighted average of the closing prices of the Company’s common stock on the Over-The-Counter Bulletin Board or Pink Sheets trading market or on the principal securities exchange or other securities market on which the Company’s common stock is then being traded, for the ten prior trading days.

We claim an exemption from registration afforded by Section 4(2) and/or Regulation S of the Securities Act of 1933, as amended ("Regulation S") for the sale of the above securities, since the sale of the securities were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.

ITEM 6. EXHIBITS

Exhibit Number	Description of Exhibit
3.1(1)	Articles of Incorporation
3.2(5)	Certificate of Change Pursuant to NRS 78.209
3.2(7)	Series A Preferred Stock Designation
3.3(1)	Bylaws
10.1(2)	Convertible Promissory Note with Morgarlan Limited
10.2(2)	Convertible Promissory Note with Little Bay Consulting SA

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10.3(3)	Amended and Restated Convertible Promissory Note with Morgarlan Limited
10.4(3)	Amended and Restated Convertible Promissory Note with Little Bay Consulting SA

10.5(3)	Convertible Promissory Note with Cornerstone Global Investments (Effective October 26, 2010)
10.6(3)	Convertible Promissory Note with Gordon Douglas King and Jay Louise King (Effective November 4, 2010)
10.7(3)	Convertible Promissory Note with Cornerstone Global Investments (Effective January 31, 2011)
10.8(3)	Convertible Promissory Note with Gordon Douglas King and Jay Louise King (Effective February 2, 2011)
10.9(3)	Convertible Promissory Note with Translink Communications (Effective February 3, 2011)
10.10(4)	Convertible Promissory Note with Cornerstone Global Investments (Effective April 19, 2011)
10.11(4)	Convertible Promissory Note with MIH Holdings Ltd. (Effective May 25, 2011)
10.12(4)	Convertible Promissory Note with Cornerstone Global Investments (Effective June 3, 2011)
10.13(6)	Convertible Promissory Note With MIH Holdings Ltd. (Effective October 27, 2011)
10.14(6)	Convertible Promissory Note With Little Bay Consulting SA (Effective November 4, 2011)
10.15(6)	Convertible Promissory Note With MIH Holdings Ltd. (Effective December 22, 2011)
10.16(7)	Stock Purchase Agreement (April 2012)
10.17(8)	$5,000 Convertible Promissory Note with Little Bay Consulting SA (effective February 3, 2012)
10.18(8)	$5,000 Convertible Promissory Note with MIH Holdings Ltd. (effective February 17, 2012)
10.19(8)	$10,000 Convertible Promissory Note with MIH Holdings Ltd. (effective March 6, 2012)
10.20(8)	$115,000 Amended and Restated Convertible Promissory Note with Talon International Corp. (effective April 20, 2012)
10.21(8)	Amendment to Convertible Promissory Note with Cornerstone Global Investments

10.22(8)	Amendment to Convertible Promissory Note with Little Bay Consulting SA
10.23(8)	Amendment to Convertible Promissory Note with MIH Holdings Ltd.
10.24(9)	Amended and Restated Stock Purchase Agreement (June 2012)
10.25(9)	Cancellation of Shares Agreement
10.26(9)	Share Exchange Agreement – Eco-Tek Group Inc., the Company and the Eco-Tek Shareholders
10.27(9)	Form of Distribution Agreement
10.28(9)	$30,000 Convertible Promissory Note with Little Bay Consulting SA (effective June 26, 2012)

14

10.29(9)	Exclusive Distribution Letter Agreement Regarding Oil Cleaner and Filter
10.30(10)	Commercial Lease Agreement for 15-65 Woodstream Blvd, Woodbridge, Ontario, Canada L4L 7X6
10.31(10)	Technology co-operation Agreement
10.32(11)	Amended and Restated Technology co-operation Agreement
10.33(11)	Non-Disclosure Agreement with Kleen Flow Tumbler
10.34*	Promissory Note With Fayt Investments Ltd. (August 2012)($50,000)
10.35*	Promissory Note With Little Bay Consulting SA (September 2012)($25,000)
10.36*	First Amendment to Technology co-operation Agreement
10.37*	Amendment to Convertible Promissory Note With Translink Communications
31*	Certificate of the Principal Executive Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32*	Certificate of the Principal Executive Officer and Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1(11)	Audited Financial Statements of Eco-Tek Group Inc.
99.2(9)	Unaudited Interim Financial Statements of Eco-Tek Group Inc.
99.3(9)	Pro Forma Information
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

*   Attached hereto.

(1) Filed as an exhibit to the Company’s Form S-1 Registration Statement, filed with the Commission on October 19, 2009, and incorporated by reference herein.

(2) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on February 22, 2010, and incorporated by reference herein.

(3) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on February 23, 2011, and incorporated by reference herein.

(4) Filed as an exhibit to the Company’s Annual Report on Form 10-K, filed with the Commission on October 11, 2011, and incorporated by reference herein.

15

(5) Filed as an exhibit to the Company’s Current Report on Form 8-K, filed with the Commission on January 26, 2012, and incorporated reference herein.

(6) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on February 14, 2012, and incorporated herein by reference.

(7) Filed as exhibits to the Company’s Form 8-K current report, filed with the Commission on April 20, 2012, and incorporated herein by reference.

(8) Filed as exhibits to the Company’s Form 8-K current report, filed with the Commission on May 10, 2012, and incorporated herein by reference.

(9) Filed as exhibits to the Company’s Form 8-K current report, filed with the Commission on July 6, 2012, and incorporated herein by reference.

(10) Filed as exhibits to the Company’s Form 8-K/A Amendment No. 1, filed with the Commission on August 27, 2012, and incorporated herein by reference.

(11) Filed as exhibits to the Company’s Form 8-K/A Amendment No. 2, filed with the Commission on September 21, 2012, and incorporated herein by reference.

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

16

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SANDALWOOD VENTURES, LTD.
DATED: November 16, 2012	By: /s/ Ronald Kopman
	Ronald Kopman
	President (Principal Executive Officer)
	and Chief Financial Officer (Principal Financial Officer/Principal Accounting Officer)

17

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
3.1(1)	Articles of Incorporation
3.2(5)	Certificate of Change Pursuant to NRS 78.209
3.2(7)	Series A Preferred Stock Designation
3.3(1)	Bylaws
10.1(2)	Convertible Promissory Note with Morgarlan Limited
10.2(2)	Convertible Promissory Note with Little Bay Consulting SA
10.3(3)	Amended and Restated Convertible Promissory Note with Morgarlan Limited
10.4(3)	Amended and Restated Convertible Promissory Note with Little Bay Consulting SA

10.5(3)	Convertible Promissory Note with Cornerstone Global Investments (Effective October 26, 2010)
10.6(3)	Convertible Promissory Note with Gordon Douglas King and Jay Louise King (Effective November 4, 2010)
10.7(3)	Convertible Promissory Note with Cornerstone Global Investments (Effective January 31, 2011)
10.8(3)	Convertible Promissory Note with Gordon Douglas King and Jay Louise King (Effective February 2, 2011)
10.9(3)	Convertible Promissory Note with Translink Communications (Effective February 3, 2011)
10.10(4)	Convertible Promissory Note with Cornerstone Global Investments (Effective April 19, 2011)
10.11(4)	Convertible Promissory Note with MIH Holdings Ltd. (Effective May 25, 2011)
10.12(4)	Convertible Promissory Note with Cornerstone Global Investments (Effective June 3, 2011)
10.13(6)	Convertible Promissory Note With MIH Holdings Ltd. (Effective October 27, 2011)
10.14(6)	Convertible Promissory Note With Little Bay Consulting SA (Effective November 4, 2011)
10.15(6)	Convertible Promissory Note With MIH Holdings Ltd. (Effective December 22, 2011)
10.16(7)	Stock Purchase Agreement (April 2012)
10.17(8)	$5,000 Convertible Promissory Note with Little Bay Consulting SA (effective February 3, 2012)
10.18(8)	$5,000 Convertible Promissory Note with MIH Holdings Ltd. (effective February 17, 2012)
10.19(8)	$10,000 Convertible Promissory Note with MIH Holdings Ltd. (effective March 6, 2012)
10.20(8)	$115,000 Amended and Restated Convertible Promissory Note with Talon International Corp. (effective April 20, 2012)

18

10.21(8) Amendment to Convertible Promissory Note with Cornerstone Global Investments

10.22(8)	Amendment to Convertible Promissory Note with Little Bay Consulting SA
10.23(8)	Amendment to Convertible Promissory Note with MIH Holdings Ltd.
10.24(9)	Amended and Restated Stock Purchase Agreement (June 2012)
10.25(9)	Cancellation of Shares Agreement
10.26(9)	Share Exchange Agreement – Eco-Tek Group Inc., the Company and the Eco-Tek Shareholders
10.27(9)	Form of Distribution Agreement
10.28(9)	$30,000 Convertible Promissory Note with Little Bay Consulting SA (effective June 26, 2012)
10.29(9)	Exclusive Distribution Letter Agreement Regarding Oil Cleaner and Filter
10.30(10)	Commercial Lease Agreement for 15-65 Woodstream Blvd, Woodbridge, Ontario, Canada L4L 7X6
10.31(10)	Technology co-operation Agreement
10.32(11)	Amended and Restated Technology co-operation Agreement
10.33(11)	Non-Disclosure Agreement with Kleen Flow Tumbler
10.34*	Promissory Note With Fayt Investments Ltd. (August 2012)($50,000)
10.35*	Promissory Note With Little Bay Consulting SA (September 2012)($25,000)
10.36*	First Amendment to Technology co-operation Agreement
10.37*	Amendment to Convertible Promissory Note With Translink Communications
31*	Certificate of the Principal Executive Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32*	Certificate of the Principal Executive Officer and Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1(11)	Audited Financial Statements of Eco-Tek Group Inc.
99.2(9)	Unaudited Interim Financial Statements of Eco-Tek Group Inc.
99.3(9)	Pro Forma Information
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

*   Attached hereto.

19

(1) Filed as an exhibit to the Company’s Form S-1 Registration Statement, filed with the Commission on October 19, 2009, and incorporated by reference herein.

(2) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on February 22, 2010, and incorporated by reference herein.

(3) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on February 23, 2011, and incorporated by reference herein.

(4) Filed as an exhibit to the Company’s Annual Report on Form 10-K, filed with the Commission on October 11, 2011, and incorporated by reference herein.

(5) Filed as an exhibit to the Company’s Current Report on Form 8-K, filed with the Commission on January 26, 2012, and incorporated reference herein.

(6) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on February 14, 2012, and incorporated herein by reference.

(7) Filed as exhibits to the Company’s Form 8-K current report, filed with the Commission on April 20, 2012, and incorporated herein by reference.

(8) Filed as exhibits to the Company’s Form 8-K current report, filed with the Commission on May 10, 2012, and incorporated herein by reference.

(9) Filed as exhibits to the Company’s Form 8-K current report, filed with the Commission on July 6, 2012, and incorporated herein by reference.

(10) Filed as exhibits to the Company’s Form 8-K/A Amendment No. 1, filed with the Commission on August 27, 2012, and incorporated herein by reference.

(11) Filed as exhibits to the Company’s Form 8-K/A Amendment No. 2, filed with the Commission on September 21, 2012, and incorporated herein by reference.

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

20

EX-10.34

Exhibit 10.34

THIS NOTE, AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE (THE “SECURITIES”) HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT” OR THE “SECURITIES ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY NOTE ISSUED IN EXCHANGE FOR THIS NOTE AND ANY SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE (EXCEPT AS OTHERWISE PROVIDED BELOW).

PROMISSORY NOTE

$50,000 Effective Date: August 22, 2012 

FOR VALUE RECEIVED, Sandalwood Ventures, Ltd., a Nevada Corporation (the “Company”), hereby promises to pay to the order of Fayt Investments Ltd., and/or assigns (the “Holder”), at the offices of Holder at Trident Chambers, P.O. Box 146, Road Town, Tortola, British Virgin Islands, and/or assigns (the “Holder”), or such other place as may be designated by Holder to the Company in writing, the aggregate principal amount of Fifty Thousand Dollars ($50,000), together with interest on the unpaid principal amount hereof, upon the terms and conditions hereinafter set forth.

1.	Loan Amount.  This Promissory Note (this “Note”, “Promissory Note” or “Agreement”) evidences the loan of Fifty Thousand Dollars ($50,000), from the Holder to the Company (hereinafter referred to as the “Loan” or the “Principal”).
2.	Payment Terms.  The Company promises to pay to Holder the balance of Principal, together with accrued and unpaid interest, on  August 22, 2013 (the “Maturity Date”), unless this Note is earlier prepaid as herein provided.  All payments hereunder shall be made in lawful money of the United States of America.  Payment shall be credited first to the accrued interest then due and payable and the remainder to Principal.
3.	Interest.  Interest on the outstanding portion of Principal of this Note shall accrue at a rate of eight percent (8%) per annum.  All computations of interest shall be made on the basis of a 360-day year for actual days elapsed.  Such interest shall accrue and be paid upon the Maturity Date of the Loan.

a. Notwithstanding any provision in this Note, the total liability for payments of interest and payments in the nature of interest, including all charges, fees, exactions, or other sums which may at any time be deemed to be interest, shall not exceed the limit imposed by the usury laws of the State of Nevada or the applicable laws of the United States of America, whichever shall be higher (the “Maximum Rate”).

b. In the event the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions or other sums which may at any time be deemed to be interest, which for any month or other interest payment period exceeds the Maximum Rate, all sums in excess of those lawfully collectible as interest for the period in question (and without further agreement or notice by, among or to the Holder the undersigned) shall be applied to the reduction of the principal balance, with the same force and effect as though the undersigned had specifically designated such excess sums to be so applied to the reduction of the principal balance and the Holder had agreed to accept such sums as a premium-free prepayment of principal; provided, however, that the Holder may, at any time and from time to time, elect, by notice in writing to the undersigned, to waive, reduce or limit the collection of any sums in excess of those lawfully collectible as interest rather than accept such sums as a prepayment of the principal balance.  The undersigned does not intend or expect to pay nor does the Holder intend or expect to charge, accept or collect any interest under this Note greater than the Maximum Rate.

Page 1 of 9

Promissory Note

Sandalwood Ventures, Ltd. and Fayt Investments Ltd.

Effective August 22, 2012

c. If any payment of principal or interest on this Note shall become due on a Saturday, Sunday or any other day on which national banks are not open for business, such payment shall be made on the next succeeding business day.

4. Option to Convert this Note Upon An Event of Default.

a.	At any time that an Event of Default, as defined below, has occurred or is occurring, prior to payment in full by the Company, Holder shall have the option to convert the unpaid principal balance of this Promissory Note, together with all accrued interest, into shares of common stock (the “Shares”, “Securities” and the “Common Stock”) of the Company (the “Conversion Option”) at the Conversion Price (a “Conversion”).  The “Conversion Price” shall be equal to 70% of the volume weighted average of the Closing Prices of the Company’s Common Stock during the ten (10) trading days prior to the applicable Conversion date (which shall be the date that the Company receives the Notice of Conversion).  “Closing Price” means the closing sales price of the Company’s Common Stock on the the Over-The-Counter Bulletin Board or Pink Sheets trading market or on the principal securities exchange or other securities market on which the Common Stock is then being traded (the “Market”), as reported by, or based upon data reported by, the National Quotation Bureau, Inc. or Bloomberg L.P. or an equivalent reliable reporting service (“Bloomberg”).  For the sake of clarity, Holder shall have no right to Convert this Note until or unless an Event of Default has occurred hereunder;
b.	In order to exercise this Conversion Option, the Holder shall surrender this Promissory Note to the Company, accompanied by written notice of its intentions to exercise this Conversion Option, which notice shall set forth the principal amount of this Promissory Note to be converted and shall be in the form of Exhibit A, attached hereto (“Notice of Conversion”). Within ten (10) business days of the Company’s receipt of the Notice of Conversion and this Note, the Company shall deliver or cause to be delivered to the Holder, written confirmation that the Shares have been issued in the name of the Holder;
c.	In the event of the exercise of the Conversion Option, Holder shall cooperate with the Company to promptly take any and all additional actions required to make Holder a stockholder of the Company including, without limitation, in connection with the issuance of the Shares, such representations as to financial condition, investment intent and sophisticated investor status as are reasonably required by counsel for the Company. Holder shall be deemed to have automatically re-certified the Representations (defined below) at such time or times as Holder exercises its Conversion Option as provided herein, and the Company shall be able to rely on such re-certification for all purposes;
d.	The Company shall at all times take any and all additional actions as are necessary to maintain the required authority to issue the Shares to the Holder, in the event the Holder exercises its rights under the Conversion Option;
e.	Payment to Company prior to Holder’s delivery of a Notice of Conversion shall terminate Holder’s option to convert;

f. Conversion calculations pursuant to this Section 4 shall be rounded to the nearest whole share of Common Stock, and no fractional shares shall be issuable by the Company upon conversion of this Note. Conversion of this Note shall be deemed payment in full of this Note and this Note shall thereupon be cancelled;

Page 2 of 9

Promissory Note

Sandalwood Ventures, Ltd. and Fayt Investments Ltd.

Effective August 22, 2012

g. If the Company at any time or from time to time on or after the effective date of the  issuance of this Note (the “Original Issuance Date”) effects a subdivision of its outstanding Common Stock, the Conversion Price then in effect immediately before that subdivision shall be proportionately decreased, and conversely, if the Company at any time or from time to time on or after the Original Issuance Date combines its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price then in effect immediately before the combination shall be proportionately increased;

h.	All Shares of Common Stock which may be issued upon conversion of this Note will, upon issuance by the Company in accordance with the terms of this Note, be validly issued, free from all taxes and liens with respect to the issuance thereof (other than those created by the holders), free from all pre-emptive or similar rights and be fully paid and non assessable; and
i.	On the date of any Conversion, all rights of any Holder with respect to the amount of this Note converted, will terminate, except only for the rights of any such Holder to receive certificates (if applicable) for the number of Shares of Common Stock which this Note has been Converted.

5. Redemption.  This Note may be redeemed by the Company by payment of the entire Principal and interest outstanding under this Note in cash to Holder. 

a.	This Note may be prepaid in whole or in part at any time without penalty.
b.	Any partial prepayment shall be applied first to any accrued interest and then to any principal Loan amount outstanding.

6. Representations and Warranties of the Company. The Company represents and warrants to Holder as follows: 

a. The execution and delivery by the Company of this Note (i) are within the Company’s corporate power and authority, and (ii) have been duly authorized by all necessary corporate action.  Further, the undersigned is a duly authorized representative of the Company and has been authorized by a resolution of the Board of Directors of the Company to exercise any and all documents necessary to effectuate the transaction contemplated hereby.

b.

This Note is a legally binding obligation of the Company, enforceable against the Company in accordance with the terms hereof, except to the extent that (i) such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights, and (ii) the availability of the remedy of specific performance or in injunctive or other equitable relief is subject to the discretion of the court before which any proceeding therefore may be brought.

c.

The Company represents to Holder that, pursuant to Rule 144 of the Securities Act of 1933, as amended (“Rule 144”), a “shell company” is defined as a company that has no or nominal operations; and, either no or nominal assets; assets consisting solely of cash and cash equivalents; or assets consisting of any amount of cash and cash equivalents and nominal other assets.  As such, the Company acknowledges that was a “shell company” pursuant to Rule 144 prior to June 20, 2012, and resales of its securities pursuant to Rule 144 may not be made until all of the following criteria set forth in Rule 144(i)(2) have been met: (1) the Company has ceased to be a shell company, (2) the Company is subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (3) the Company has filed all of its required periodic reports (other than 8-k’s) for the prior one year period, and (4) a period of at least twelve months has elapsed from the date “Form 10 like information” was filed with the Securities and Exchange Commission (the “Commission”) reflecting the Company’s status as a non-shell company.

Page 3 of 9

Promissory Note

Sandalwood Ventures, Ltd. and Fayt Investments Ltd.

Effective August 22, 2012

Because none of the Company’s securities can be resold pursuant to Rule 144, until at least a year after the Company the ceases to be a “shell company” and has complied with Rule 144(i)(2), any Shares that Holder purchases hereunder will have no liquidity until and unless such Securities are registered with the Commission, an exemption for sales can be relied upon other than Rule 144 and/or until a year after the Company has complied with the requirements of Rule 144(i)(2) as described above, which have not been complied with to date.  As a result, Holder may never be able to sell the Shares.  The Company has advised Holder that it may be substantially more difficult or impossible for the Company to fund its operations and pay its consultants with Company’s securities instead of cash.  Furthermore, the Company represents that it will be substantially more difficult for Company to obtain funding through the sale of debt or equity securities unless Company agrees to register such securities with the Commission, which could cause Company to expend additional resources in the future.  The Company’s status as a “shell company” is highly likely to prevent the Company from raising any additional funds, engaging consultants, using the Company’s securities to pay for any acquisitions, which could cause the value of the Company’s securities, if any, to decline in value or become worthless.  Furthermore, as the Company may not ever comply with Rule 144(i)(2), and the Holder may be forced to hold such Securities indefinitely.

7. Representations, Warranties and Covenants of Holder. Holder represents and warrants to the Company, and agrees, as follows (collectively the “Representations”):

a. This Note and any Conversion Shares issuable upon conversion of this Note are being acquired by Holder for its own account for investment and not with a view to, or for sale in connection with, any distribution thereof.

b.	Holder is a non “U.S. person” as such term is defined under Regulation S as promulgated by the Securities and Exchange Commission (“SEC”) under authority of the Securities Act; resides outside of the United States; was not solicited for an investment in the Company, by the Company or any person or entity acting on its behalf while it, was located within the United States; has not entered into this Agreement inside the United States; certifies under penalty of perjury that it is neither a citizen nor a resident of the United States and the following definitions and acknowledgements are applicable to the current purchase, and the issuance of the Common Stock and the transactions evidenced by this Agreement are exempt from registration pursuant to Regulation S of the Act; Holder further represents and warrants that Holder is familiar with Regulation S; Holder is receiving the Note for its own account and not on behalf of any U.S. person, and the sale has not been pre-arranged with a purchaser in the United States; and that "United States" means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.
c.	Holder has sufficient knowledge and experience in financial and business matters and is capable of evaluating the risks and merits of Holder’s investment in the Company; Holder believes that Holder has received or had access to all information Holder considers necessary or appropriate to make an informed investment decision with respect to this Note; and Holder is able financially to bear the risk of losing Holder’s full investment in this Note.
d.	Holder understands that this Note and any Shares converted pursuant hereto have not been registered under the Securities Act or registered or qualified under any of the securities laws of any state or other jurisdiction, are “restricted securities,” and cannot be resold or otherwise transferred unless they are registered under the Securities Act, and registered or qualified under any other applicable securities laws, or an exemption from such registration and qualification is available. Prior to any proposed transfer of this Note or any Shares, Holder shall, among other things, give written notice to the Company of its intention to effect such transfer, identifying the transferee and describing the manner of the proposed transfer and, if requested by the Company, accompanied by (i) investment representations by the transferee similar to those made by Holder in this Section 7 and (ii) an opinion of counsel satisfactory to the Company to the effect that the proposed transfer may be effected without registration under the Securities Act and without registration or qualification under applicable state or other securities laws. Each certificate issued to evidence any Shares shall bear a legend as follows:

Page 4 of 9

Promissory Note

Sandalwood Ventures, Ltd. and Fayt Investments Ltd.

Effective August 22, 2012

"The securities represented by this certificate have not been registered under the Securities Act of 1933 or any state securities act.  The securities have been acquired for investment and may not be sold, transferred, pledged or hypothecated unless (i) they shall have been registered under the Securities Act of 1933 and any applicable state securities act, or (ii) the corporation shall have been furnished with an opinion of counsel, satisfactory to counsel for the corporation, that registration is not required under any such acts."

e.

The Holder has read and reviewed, and been provided an opportunity to ask questions regarding, the Company’s Registration Statement and periodic and current report filings (Form 10-Qs, Form 10-Ks and Form 8-Ks) on the Securities and Exchange Commission’s EDGAR webpage at www.sec.gov, including the risk factors, results of operations, description of business operations and audited and unaudited financial statements included therein.

8.	Events of Default. If an Event of Default (as defined herein or below) occurs (unless all Events of Default have been cured or waived by Holder), Holder may, by written notice to the Company, declare the principal amount then outstanding of, and the accrued interest and all other amounts payable on, this Note to be immediately due and payable.  The following events shall constitute events of default ("Events of Default") under this Note, and/or any other Events of Default defined elsewhere in this Noteshall occur:
	(a)   the Company shall fail to pay, when and as due, the principal or interest payable hereunder on the due date of such payment, and such payment is not made within ten (10) days following the receipt of written notice of such failure by the Holder to the Company; or
	(b)   If there shall exist final judgments against the Company aggregating in excess of One Hundred Thousand Dollars ($100,000) and if any one of such judgments shall have been outstanding for any period of forty-five (45) days or more from the date of its entry and shall not have been discharged in full or stayed pending appeal; or
	(c)   the Company shall have breached in any respect any material covenant in this Note, and, with respect to breaches capable of being cured, such breach shall not have been cured within ten (10) days following the receipt of written notice of such breach by the Holder to the Company; or
	(d)   the Company shall: (i) become insolvent or take any action which constitutes its admission of inability to pay its debts as they mature; (ii) make an assignment for the benefit of creditors, filea petition in bankruptcy, petition or apply to any tribunal for the appointment of a custodian, receiver or a trustee for it or a substantial portion of its assets; (iii) commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation or statute of any jurisdiction, whether now or hereafter in effect; (iv) have filed against it any such petition or application in which an order for relief is entered or which remains undismissed for a period of ninety (90) days or more; (v) indicate its consent to, approval of or acquiescence in any such petition, application, proceeding or order for relief or the appointment of a custodian, receiver or trustee for it or a substantial portion of its assets; or (vi) suffer any such custodianship, receivership or trusteeship to continue undischarged for a period of ninety (90) days or more; or

Page 5 of 9

Promissory Note

Sandalwood Ventures, Ltd. and Fayt Investments Ltd.

Effective August 22, 2012

(e)   the Company shall take any action authorizing, or in furtherance of, any of the foregoing.

In case any one or more Events of Default shall occur and be continuing, Holder may proceed to protect and enforce its rights by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or for an injunction against a violation of any of the terms hereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.  In case of a default in the payment of any principal of or premium, if any, or interest on this Note, the Company will pay to Holder such further amount as shall be sufficient to cover the reasonable cost and expenses of collection, including, without limitation, reasonable attorneys’ fees, expenses and disbursements.  No course of dealing and no delay on the part of Holder in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice Holder’s rights, powers or remedies.  No right, power or remedy conferred by this Note upon Holder shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise.

9. Certain Waivers by the Company.  Except as expressly provided otherwise in this Note, the Company and every endorser or guarantor, if any, of this Note waive presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note, and assent to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of collateral available to Holder, if any, and to the addition or release of any other party or person primarily or secondarily liable.

10.	Assignment by Holder.  If and whenever this Note shall be assigned and transferred, or negotiated, including transfers to substitute or successor trustees, the holder hereof shall be deemed the “Holder” for all purposes under this Note.
11.	Amendment.  This Note may not be changed orally, but only by an agreement in writing, signed by the party against whom enforcement of any waiver, change, modification or discharge is sought.

12.

Costs and Fees.  Anything else in this Note to the contrary notwithstanding, in any action arising out of this Agreement, the prevailing party shall be entitled to collect from the non-prevailing party all of its attorneys’ fees.  For the purposes of this Note, the party who receives or is awarded a substantial portion of the damages or claims sought in any proceeding shall be deemed the “prevailing” party and attorneys’ fees shall mean the reasonable fees charged by an attorney or a law firm for legal services and the services of any legal assistants, and costs of litigation, including, but not limited to, fees and costs at trial and appellate levels.

13.

Governing Law.  It is the intention of the parties hereto that the terms and provisions of this Note are to be construed in accordance with and governed by the laws of the State of Nevada, except as such laws may be preempted by any federal law controlling the rate of interest which may be charged on account of this Note.

Page 6 of 9

Promissory Note

Sandalwood Ventures, Ltd. and Fayt Investments Ltd.

Effective August 22, 2012

14.	No Third Party Benefit.  The provisions and covenants set forth in this Agreement are made solely for the benefit of the parties to this Agreement and are not for the benefit of any other person, and no other person shall have any right to enforce these provisions and covenants against any party to this Agreement.
15.	Jurisdiction, Venue and Jury Trial Waiver.  The parties hereby consent and agree that, in any actions predicated upon this Note, venue is properly laid in Nevada and that the Circuit Court in and for Las Vegas, Nevada, shall have full subject matter and personal jurisdiction over the parties to determine all issues arising out of or in connection with the execution and enforcement of this Note.
16.	Interpretation.  The term “Company” as used herein in every instance shall include the Company’s successors, legal representatives and assigns, including all subsequent grantees, either voluntarily by act of the Company or involuntarily by operation of law and shall denote the singular and/or plural and the masculine and/or feminine and natural and/or artificial persons, whenever and wherever the contexts so requires or properly applies.  The term “Holder” as used herein in every instance shall include the Holder’s successors, legal representatives and assigns, as well as all subsequent assignees, endorsees and holders of this Note, either voluntarily by act of the parties or involuntarily by operation of law.  Captions and paragraph headings in this Note are for convenience only and shall not affect its interpretation.
17.	WAIVER OF JURY TRIAL.  THE COMPANY AND HOLDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS, (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY.  THE COMPANY ACKNOWLEDGES THAT THIS WAIVER OF JURY TRIAL IS A MATERIAL INDUCEMENT TO THE HOLDER IN EXTENDING CREDIT TO THE COMPANY, THAT THE HOLDER WOULD NOT HAVE EXTENDED SUCH CREDIT WITHOUT THIS JURY TRIAL WAIVER, AND THAT THE COMPANY HAS BEEN REPRESENTED BY AN ATTORNEY OR HAS HAD AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY IN CONNECTION WITH THIS JURY TRIAL WAIVER AND UNDERSTANDS THE LEGAL EFFECT OF THIS WAIVER.

18. Entire Agreement.  This Agreement constitutes the sole and only agreement of the parties hereto and supersedes any prior understanding or written or oral agreements between the parties respecting the subject matter hereof.  

19. Effect of Facsimile and Photocopied Signatures. This Agreement may be executed in several counterparts, each of which is an original.  It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.  A copy of this Agreement signed by one Party and faxed or scanned and emailed to another Party (as a PDF or similar image file) shall be deemed to have been executed and delivered by the signing Party as though an original.  A photocopy or PDF of this Agreement shall be effective as an original for all purposes.

[Remainder of page left intentionally blank.  Signature page follows.]

Page 7 of 9

Promissory Note

Sandalwood Ventures, Ltd. and Fayt Investments Ltd.

Effective August 22, 2012

IN WITNESS WHEREOF, the undersigned have caused this Promissory Note to be executed and delivered by a duly authorized officer on August 22, 2012, to be effective as of the effective date set forth above.

SANDALWOOD VENTURES, LTD.

a Nevada Corporation

By: /s/ Ronald Kopman

Ronald Kopman,

Chief Executive Officer

Holder:

Fayt Investments Ltd.

By: /s/ G. Long                      

Its: Director                           

Printed Name: G. Long                 

Page 8 of 9

Promissory Note

Sandalwood Ventures, Ltd. and Fayt Investments Ltd.

Effective August 22, 2012

EXHIBIT A

Conversion Election Form

____________, 201_

Sandalwood Ventures, Ltd.

Re:           Conversion of Promissory Note

Gentlemen:

You are hereby notified that, 1) an Event of Default has occurred and 2) pursuant to, and upon the terms and conditions of that certain Promissory Note of Sandalwood Ventures, Ltd. (the “Company”), in the principal amount of $50,000 (the “Note”), held by me (us), I (we) hereby elect to exercise my (our) Conversion Option (as such term in defined in the Note), in connection with $__________ of the amount currently owed under the Note (including $___________ of accrued interest), effective as of the date of this writing, which amount will convert into ________________ shares of the Company’s Common Stock (the “Conversion”).  In connection with the Conversion, I (we) hereby re-certify, re-confirm and re-warrant the Representations, as such Representations are defined in Section 7 of the Note.

Please issue certificate(s) for the applicable shares of the Company’s Common Stock issuable upon the Conversion, in the name of the person provided below.

Very truly yours,

___________________________

Name:

Please issue certificate(s) for Common Stock as follows:

______________________________________________

Name

If Entity:

Entity Name ___________________________

Signatory’s Position With Entity ________________________

______________________________________________

Address

______________________________________________

Social Security No. of Shareholder (if applicable)

Please send the certificate(s) evidencing the Common Stock to:

Attn:___________________________________________

______________________________________________

Address

Page 9 of 9

Promissory Note

Sandalwood Ventures, Ltd. and Fayt Investments Ltd.

Effective August 22, 2012

EX-10.35

Exhibit 10.35

THIS NOTE, AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE (THE “SECURITIES”) HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT” OR THE “SECURITIES ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY NOTE ISSUED IN EXCHANGE FOR THIS NOTE AND ANY SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE (EXCEPT AS OTHERWISE PROVIDED BELOW).

PROMISSORY NOTE

$25,000 Effective Date: September 7, 2012 

FOR VALUE RECEIVED, Sandalwood Ventures, Ltd., a Nevada Corporation (the “Company”), hereby promises to pay to the order of Little Bay Consulting S.A., a Republic of Panama corporation and/or assigns (the “Holder”), at the offices of Holder at Urbanicacion Marbelle, 53rd East Street, MMG Tower, 16th Floor, Panama City, Republic of Panama, and/or assigns (the “Holder”), or such other place as may be designated by Holder to the Company in writing, the aggregate principal amount of Twenty-Five Thousand Dollars ($25,000), together with interest on the unpaid principal amount hereof, upon the terms and conditions hereinafter set forth.

1.	Loan Amount.  This Promissory Note (this “Note”, “Promissory Note” or “Agreement”) evidences the loan of Fifty Thousand Dollars ($50,000), from the Holder to the Company (hereinafter referred to as the “Loan” or the “Principal”).
2.	Payment Terms.  The Company promises to pay to Holder the balance of Principal, together with accrued and unpaid interest, on  August 22, 2013 (the “Maturity Date”), unless this Note is earlier prepaid as herein provided.  All payments hereunder shall be made in lawful money of the United States of America.  Payment shall be credited first to the accrued interest then due and payable and the remainder to Principal.
3.	Interest.  Interest on the outstanding portion of Principal of this Note shall accrue at a rate of eight percent (8%) per annum.  All computations of interest shall be made on the basis of a 360-day year for actual days elapsed.  Such interest shall accrue and be paid upon the Maturity Date of the Loan.

a. Notwithstanding any provision in this Note, the total liability for payments of interest and payments in the nature of interest, including all charges, fees, exactions, or other sums which may at any time be deemed to be interest, shall not exceed the limit imposed by the usury laws of the State of Nevada or the applicable laws of the United States of America, whichever shall be higher (the “Maximum Rate”).

b. In the event the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions or other sums which may at any time be deemed to be interest, which for any month or other interest payment period exceeds the Maximum Rate, all sums in excess of those lawfully collectible as interest for the period in question (and without further agreement or notice by, among or to the Holder the undersigned) shall be applied to the reduction of the principal balance, with the same force and effect as though the undersigned had specifically designated such excess sums to be so applied to the reduction of the principal balance and the Holder had agreed to accept such sums as a premium-free prepayment of principal; provided, however, that the Holder may, at any time and from time to time, elect, by notice in writing to the undersigned, to waive, reduce or limit the collection of any sums in excess of those lawfully collectible as interest rather than accept such sums as a prepayment of the principal balance.  The undersigned does not intend or expect to pay nor does the Holder intend or expect to charge, accept or collect any interest under this Note greater than the Maximum Rate.

Page 1 of 9

Promissory Note

Sandalwood Ventures, Ltd. and Little Bay Consulting S.A.

Effective September 7, 2012

c. If any payment of principal or interest on this Note shall become due on a Saturday, Sunday or any other day on which national banks are not open for business, such payment shall be made on the next succeeding business day.

4. Option to Convert this Note Upon An Event of Default.

a.	At any time that an Event of Default, as defined below, has occurred or is occurring, prior to payment in full by the Company, Holder shall have the option to convert the unpaid principal balance of this Promissory Note, together with all accrued interest, into shares of common stock (the “Shares”, “Securities” and the “Common Stock”) of the Company (the “Conversion Option”) at the Conversion Price (a “Conversion”).  The “Conversion Price” shall be equal to 70% of the volume weighted average of the Closing Prices of the Company’s Common Stock during the ten (10) trading days prior to the applicable Conversion date (which shall be the date that the Company receives the Notice of Conversion).  “Closing Price” means the closing sales price of the Company’s Common Stock on the Over-The-Counter Bulletin Board or Pink Sheets trading market or on the principal securities exchange or other securities market on which the Common Stock is then being traded (the “Market”), as reported by, or based upon data reported by, the National Quotation Bureau, Inc. or Bloomberg L.P. or an equivalent reliable reporting service (“Bloomberg”).  For the sake of clarity, Holder shall have no right to Convert this Note until or unless an Event of Default has occurred hereunder;
b.	In order to exercise this Conversion Option, the Holder shall surrender this Promissory Note to the Company, accompanied by written notice of its intentions to exercise this Conversion Option, which notice shall set forth the principal amount of this Promissory Note to be converted and shall be in the form of Exhibit A, attached hereto (“Notice of Conversion”). Within ten (10) business days of the Company’s receipt of the Notice of Conversion and this Note, the Company shall deliver or cause to be delivered to the Holder, written confirmation that the Shares have been issued in the name of the Holder;
c.	In the event of the exercise of the Conversion Option, Holder shall cooperate with the Company to promptly take any and all additional actions required to make Holder a stockholder of the Company including, without limitation, in connection with the issuance of the Shares, such representations as to financial condition, investment intent and sophisticated investor status as are reasonably required by counsel for the Company. Holder shall be deemed to have automatically re-certified the Representations (defined below) at such time or times as Holder exercises its Conversion Option as provided herein, and the Company shall be able to rely on such re-certification for all purposes;
d.	The Company shall at all times take any and all additional actions as are necessary to maintain the required authority to issue the Shares to the Holder, in the event the Holder exercises its rights under the Conversion Option;
e.	Payment to Company prior to Holder’s delivery of a Notice of Conversion shall terminate Holder’s option to convert;

f. Conversion calculations pursuant to this Section 4 shall be rounded to the nearest whole share of Common Stock, and no fractional shares shall be issuable by the Company upon conversion of this Note. Conversion of this Note shall be deemed payment in full of this Note and this Note shall thereupon be cancelled;

Page 2 of 9

Promissory Note

Sandalwood Ventures, Ltd. and Little Bay Consulting S.A.

Effective September 7, 2012

g. If the Company at any time or from time to time on or after the effective date of the  issuance of this Note (the “Original Issuance Date”) effects a subdivision of its outstanding Common Stock, the Conversion Price then in effect immediately before that subdivision shall be proportionately decreased, and conversely, if the Company at any time or from time to time on or after the Original Issuance Date combines its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price then in effect immediately before the combination shall be proportionately increased;

h.	All Shares of Common Stock which may be issued upon conversion of this Note will, upon issuance by the Company in accordance with the terms of this Note, be validly issued, free from all taxes and liens with respect to the issuance thereof (other than those created by the holders), free from all pre-emptive or similar rights and be fully paid and non assessable; and
i.	On the date of any Conversion, all rights of any Holder with respect to the amount of this Note converted, will terminate, except only for the rights of any such Holder to receive certificates (if applicable) for the number of Shares of Common Stock which this Note has been Converted.

5. Redemption.  This Note may be redeemed by the Company by payment of the entire Principal and interest outstanding under this Note in cash to Holder. 

a.	This Note may be prepaid in whole or in part at any time without penalty.
b.	Any partial prepayment shall be applied first to any accrued interest and then to any principal Loan amount outstanding.

6. Representations and Warranties of the Company. The Company represents and warrants to Holder as follows: 

a. The execution and delivery by the Company of this Note (i) are within the Company’s corporate power and authority, and (ii) have been duly authorized by all necessary corporate action.  Further, the undersigned is a duly authorized representative of the Company and has been authorized by a resolution of the Board of Directors of the Company to exercise any and all documents necessary to effectuate the transaction contemplated hereby.

b.

This Note is a legally binding obligation of the Company, enforceable against the Company in accordance with the terms hereof, except to the extent that (i) such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights, and (ii) the availability of the remedy of specific performance or in injunctive or other equitable relief is subject to the discretion of the court before which any proceeding therefore may be brought.

c.

The Company represents to Holder that, pursuant to Rule 144 of the Securities Act of 1933, as amended (“Rule 144”), a “shell company” is defined as a company that has no or nominal operations; and, either no or nominal assets; assets consisting solely of cash and cash equivalents; or assets consisting of any amount of cash and cash equivalents and nominal other assets.  As such, the Company acknowledges that was a “shell company” pursuant to Rule 144 prior to June 20, 2012, and resales of its securities pursuant to Rule 144 may not be made until all of the following criteria set forth in Rule 144(i)(2) have been met: (1) the Company has ceased to be a shell company, (2) the Company is subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (3) the Company has filed all of its required periodic reports (other than 8-k’s) for the prior one year period, and (4) a period of at least twelve months has elapsed from the date “Form 10 like information” was filed with the Securities and Exchange Commission (the “Commission”) reflecting the Company’s status as a non-shell company.

Page 3 of 9

Promissory Note

Sandalwood Ventures, Ltd. and Little Bay Consulting S.A.

Effective September 7, 2012

Because none of the Company’s securities can be resold pursuant to Rule 144, until at least a year after the Company the ceases to be a “shell company” and has complied with Rule 144(i)(2), any Shares that Holder purchases hereunder will have no liquidity until and unless such Securities are registered with the Commission, an exemption for sales can be relied upon other than Rule 144 and/or until a year after the Company has complied with the requirements of Rule 144(i)(2) as described above, which have not been complied with to date.  As a result, Holder may never be able to sell the Shares.  The Company has advised Holder that it may be substantially more difficult or impossible for the Company to fund its operations and pay its consultants with Company’s securities instead of cash.  Furthermore, the Company represents that it will be substantially more difficult for Company to obtain funding through the sale of debt or equity securities unless Company agrees to register such securities with the Commission, which could cause Company to expend additional resources in the future.  The Company’s status as a “shell company” is highly likely to prevent the Company from raising any additional funds, engaging consultants, using the Company’s securities to pay for any acquisitions, which could cause the value of the Company’s securities, if any, to decline in value or become worthless.  Furthermore, as the Company may not ever comply with Rule 144(i)(2), and the Holder may be forced to hold such Securities indefinitely.

7. Representations, Warranties and Covenants of Holder. Holder represents and warrants to the Company, and agrees, as follows (collectively the “Representations”):

a. This Note and any Conversion Shares issuable upon conversion of this Note are being acquired by Holder for its own account for investment and not with a view to, or for sale in connection with, any distribution thereof.

b.	Holder is a non “U.S. person” as such term is defined under Regulation S as promulgated by the Securities and Exchange Commission (“SEC”) under authority of the Securities Act; resides outside of the United States; was not solicited for an investment in the Company, by the Company or any person or entity acting on its behalf while it, was located within the United States; has not entered into this Agreement inside the United States; certifies under penalty of perjury that it is neither a citizen nor a resident of the United States and the following definitions and acknowledgements are applicable to the current purchase, and the issuance of the Common Stock and the transactions evidenced by this Agreement are exempt from registration pursuant to Regulation S of the Act; Holder further represents and warrants that Holder is familiar with Regulation S; Holder is receiving the Note for its own account and not on behalf of any U.S. person, and the sale has not been pre-arranged with a purchaser in the United States; and that "United States" means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.
c.	Holder has sufficient knowledge and experience in financial and business matters and is capable of evaluating the risks and merits of Holder’s investment in the Company; Holder believes that Holder has received or had access to all information Holder considers necessary or appropriate to make an informed investment decision with respect to this Note; and Holder is able financially to bear the risk of losing Holder’s full investment in this Note.
d.	Holder understands that this Note and any Shares converted pursuant hereto have not been registered under the Securities Act or registered or qualified under any of the securities laws of any state or other jurisdiction, are “restricted securities,” and cannot be resold or otherwise transferred unless they are registered under the Securities Act, and registered or qualified under any other applicable securities laws, or an exemption from such registration and qualification is available. Prior to any proposed transfer of this Note or any Shares, Holder shall, among other things, give written notice to the Company of its intention to effect such transfer, identifying the transferee and describing the manner of the proposed transfer and, if requested by the Company, accompanied by (i) investment representations by the transferee similar to those made by Holder in this Section 7 and (ii) an opinion of counsel satisfactory to the Company to the effect that the proposed transfer may be effected without registration under the Securities Act and without registration or qualification under applicable state or other securities laws. Each certificate issued to evidence any Shares shall bear a legend as follows:

Page 4 of 9

Promissory Note

Sandalwood Ventures, Ltd. and Little Bay Consulting S.A.

Effective September 7, 2012

"The securities represented by this certificate have not been registered under the Securities Act of 1933 or any state securities act.  The securities have been acquired for investment and may not be sold, transferred, pledged or hypothecated unless (i) they shall have been registered under the Securities Act of 1933 and any applicable state securities act, or (ii) the corporation shall have been furnished with an opinion of counsel, satisfactory to counsel for the corporation, that registration is not required under any such acts."

e.

The Holder has read and reviewed, and been provided an opportunity to ask questions regarding, the Company’s Registration Statement and periodic and current report filings (Form 10-Qs, Form 10-Ks and Form 8-Ks) on the Securities and Exchange Commission’s EDGAR webpage at www.sec.gov, including the risk factors, results of operations, description of business operations and audited and unaudited financial statements included therein.

8.	Events of Default. If an Event of Default (as defined herein or below) occurs (unless all Events of Default have been cured or waived by Holder), Holder may, by written notice to the Company, declare the principal amount then outstanding of, and the accrued interest and all other amounts payable on, this Note to be immediately due and payable.  The following events shall constitute events of default ("Events of Default") under this Note, and/or any other Events of Default defined elsewhere in this Noteshall occur:
	(a)   the Company shall fail to pay, when and as due, the principal or interest payable hereunder on the due date of such payment, and such payment is not made within ten (10) days following the receipt of written notice of such failure by the Holder to the Company; or
	(b)   If there shall exist final judgments against the Company aggregating in excess of One Hundred Thousand Dollars ($100,000) and if any one of such judgments shall have been outstanding for any period of forty-five (45) days or more from the date of its entry and shall not have been discharged in full or stayed pending appeal; or
	(c)   the Company shall have breached in any respect any material covenant in this Note, and, with respect to breaches capable of being cured, such breach shall not have been cured within ten (10) days following the receipt of written notice of such breach by the Holder to the Company; or
	(d)   the Company shall: (i) become insolvent or take any action which constitutes its admission of inability to pay its debts as they mature; (ii) make an assignment for the benefit of creditors, filea petition in bankruptcy, petition or apply to any tribunal for the appointment of a custodian, receiver or a trustee for it or a substantial portion of its assets; (iii) commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation or statute of any jurisdiction, whether now or hereafter in effect; (iv) have filed against it any such petition or application in which an order for relief is entered or which remains undismissed for a period of ninety (90) days or more; (v) indicate its consent to, approval of or acquiescence in any such petition, application, proceeding or order for relief or the appointment of a custodian, receiver or trustee for it or a substantial portion of its assets; or (vi) suffer any such custodianship, receivership or trusteeship to continue undischarged for a period of ninety (90) days or more; or

Page 5 of 9

Promissory Note

Sandalwood Ventures, Ltd. and Little Bay Consulting S.A.

Effective September 7, 2012

(e)   the Company shall take any action authorizing, or in furtherance of, any of the foregoing.

In case any one or more Events of Default shall occur and be continuing, Holder may proceed to protect and enforce its rights by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or for an injunction against a violation of any of the terms hereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.  In case of a default in the payment of any principal of or premium, if any, or interest on this Note, the Company will pay to Holder such further amount as shall be sufficient to cover the reasonable cost and expenses of collection, including, without limitation, reasonable attorneys’ fees, expenses and disbursements.  No course of dealing and no delay on the part of Holder in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice Holder’s rights, powers or remedies.  No right, power or remedy conferred by this Note upon Holder shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise.

9. Certain Waivers by the Company.  Except as expressly provided otherwise in this Note, the Company and every endorser or guarantor, if any, of this Note waive presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note, and assent to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of collateral available to Holder, if any, and to the addition or release of any other party or person primarily or secondarily liable.

10.	Assignment by Holder.  If and whenever this Note shall be assigned and transferred, or negotiated, including transfers to substitute or successor trustees, the holder hereof shall be deemed the “Holder” for all purposes under this Note.
11.	Amendment.  This Note may not be changed orally, but only by an agreement in writing, signed by the party against whom enforcement of any waiver, change, modification or discharge is sought.

12.

Costs and Fees.  Anything else in this Note to the contrary notwithstanding, in any action arising out of this Agreement, the prevailing party shall be entitled to collect from the non-prevailing party all of its attorneys’ fees.  For the purposes of this Note, the party who receives or is awarded a substantial portion of the damages or claims sought in any proceeding shall be deemed the “prevailing” party and attorneys’ fees shall mean the reasonable fees charged by an attorney or a law firm for legal services and the services of any legal assistants, and costs of litigation, including, but not limited to, fees and costs at trial and appellate levels.

13.

Governing Law.  It is the intention of the parties hereto that the terms and provisions of this Note are to be construed in accordance with and governed by the laws of the State of Nevada, except as such laws may be preempted by any federal law controlling the rate of interest which may be charged on account of this Note.

Page 6 of 9

Promissory Note

Sandalwood Ventures, Ltd. and Little Bay Consulting S.A.

Effective September 7, 2012

14.	No Third Party Benefit.  The provisions and covenants set forth in this Agreement are made solely for the benefit of the parties to this Agreement and are not for the benefit of any other person, and no other person shall have any right to enforce these provisions and covenants against any party to this Agreement.
15.	Jurisdiction, Venue and Jury Trial Waiver.  The parties hereby consent and agree that, in any actions predicated upon this Note, venue is properly laid in Nevada and that the Circuit Court in and for Las Vegas, Nevada, shall have full subject matter and personal jurisdiction over the parties to determine all issues arising out of or in connection with the execution and enforcement of this Note.
16.	Interpretation.  The term “Company” as used herein in every instance shall include the Company’s successors, legal representatives and assigns, including all subsequent grantees, either voluntarily by act of the Company or involuntarily by operation of law and shall denote the singular and/or plural and the masculine and/or feminine and natural and/or artificial persons, whenever and wherever the contexts so requires or properly applies.  The term “Holder” as used herein in every instance shall include the Holder’s successors, legal representatives and assigns, as well as all subsequent assignees, endorsees and holders of this Note, either voluntarily by act of the parties or involuntarily by operation of law.  Captions and paragraph headings in this Note are for convenience only and shall not affect its interpretation.
17.	WAIVER OF JURY TRIAL.  THE COMPANY AND HOLDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS, (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY.  THE COMPANY ACKNOWLEDGES THAT THIS WAIVER OF JURY TRIAL IS A MATERIAL INDUCEMENT TO THE HOLDER IN EXTENDING CREDIT TO THE COMPANY, THAT THE HOLDER WOULD NOT HAVE EXTENDED SUCH CREDIT WITHOUT THIS JURY TRIAL WAIVER, AND THAT THE COMPANY HAS BEEN REPRESENTED BY AN ATTORNEY OR HAS HAD AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY IN CONNECTION WITH THIS JURY TRIAL WAIVER AND UNDERSTANDS THE LEGAL EFFECT OF THIS WAIVER.

18. Entire Agreement.  This Agreement constitutes the sole and only agreement of the parties hereto and supersedes any prior understanding or written or oral agreements between the parties respecting the subject matter hereof.  

19. Effect of Facsimile and Photocopied Signatures. This Agreement may be executed in several counterparts, each of which is an original.  It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.  A copy of this Agreement signed by one Party and faxed or scanned and emailed to another Party (as a PDF or similar image file) shall be deemed to have been executed and delivered by the signing Party as though an original.  A photocopy or PDF of this Agreement shall be effective as an original for all purposes.

[Remainder of page left intentionally blank.  Signature page follows.]

Page 7 of 9

Promissory Note

Sandalwood Ventures, Ltd. and Little Bay Consulting S.A.

Effective September 7, 2012

IN WITNESS WHEREOF, the undersigned have caused this Promissory Note to be executed and delivered by a duly authorized officer on ________________, 2012, to be effective as of September 7, 2012.

SANDALWOOD VENTURES, LTD.

a Nevada Corporation

By: ______________

Ronald Kopman,

Chief Executive Officer

Holder:

Little Bay Consulting S.A.

By: ___________________

Its: ___________________

Printed Name: ___________________

Page 8 of 9

Promissory Note

Sandalwood Ventures, Ltd. and Little Bay Consulting S.A.

Effective September 7, 2012

EXHIBIT A

Conversion Election Form

____________, 201_

Sandalwood Ventures, Ltd.

Re:           Conversion of Promissory Note

Gentlemen:

You are hereby notified that, 1) an Event of Default has occurred and 2) pursuant to, and upon the terms and conditions of that certain Promissory Note of Sandalwood Ventures, Ltd. (the “Company”), in the principal amount of $25,000 (the “Note”), held by me (us), I (we) hereby elect to exercise my (our) Conversion Option (as such term is defined in the Note), in connection with $__________ of the amount currently owed under the Note (including $___________ of accrued interest), effective as of the date of this writing, which amount will convert into ________________ shares of the Company’s Common Stock (the “Conversion”).  In connection with the Conversion, I (we) hereby re-certify, re-confirm and re-warrant the Representations, as such Representations are defined in Section 7 of the Note.

Please issue certificate(s) for the applicable shares of the Company’s Common Stock issuable upon the Conversion, in the name of the person provided below.

Very truly yours,

___________________________

Name:

Please issue certificate(s) for Common Stock as follows:

______________________________________________

Name

If Entity:

Entity Name ___________________________

Signatory’s Position With Entity ________________________

______________________________________________

Address

______________________________________________

Social Security No. of Shareholder (if applicable)

Please send the certificate(s) evidencing the Common Stock to:

Attn:___________________________________________

______________________________________________

Address

Page 9 of 9

Promissory Note

Sandalwood Ventures, Ltd. and Little Bay Consulting S.A.

Effective September 7, 2012

EX-10.36

Exhibit 10.36

FIRST AMENDMENT TO

TECHNOLOGY CO-OPERATION AGREEMENT

November 12, 2012

BETWEEN:

                    ECO-TEK GROUP INC., (formerly known as Cliktech Corporation), having an address at 65 Woodstream Blvd., #15, Woodbridge, Ontario, L4L 7X6

(hereinafter referred to as “ECO-TEK”)

                                                                                                          OF THE FIRST PART

-and-

                     Dr. Sabatino Nacson, Senior research Chemist, having an address at

93 Crown Heights Crescent, Toronto, Ontario, L4J  5T1,

(hereinafter referred to as “Dr. Nacson”)

                                                                                                     OF THE SECOND PART

           WHEREAS, ECO-TEK is a corporation, a manufacturer, marketing and service company, with international capabilities as well as technical expertise for sales, and distribution of various automotive products and services;

           WHEREAS, DR. NACSON, is an individual, working as a consultant Chemist with 25 years of experience and is an inventor of chemical formulations, processes, new products, instrumentation, patent preparation, scientific publications and teaching professorship (ten years of which are directly related to automotive applications); and

 WHEREAS, the parties previously entered into a Technology Co-Operating Agreement on or around September 14, 2012 (the “Technology Agreement”), which the parties now desire to amend and modify by their entry into this First Amendment to Technology Co-Operating Agreement (the “Agreement”).

 NOW, THEREFORE, for $10 and in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, and other consideration, which consideration the parties hereby acknowledge and confirm the sufficiency thereof, the parties hereto agree as follows:

1.           Amendment to Technology Agreement.

The requirement for Eco-Tek to provide Dr. Nacson the consideration set forth in Sections 7(b) and 7(c) of the Technology Agreement (collective the “Consideration”) is hereby waived by Dr. Nascon and the requirement to provide such Consideration is terminated by the parties entry into this Agreement, effective for all purposes as of the date of the original agreement, September 14, 2012 (the “Effective Date”).

2.           Reconfirmation of Technology Agreement. The Parties hereby reaffirm all terms, conditions, covenants, representations and warranties made in the Technology Agreement, to the extent the same are not amended hereby.

3.           Effect of Agreement. Upon the effectiveness of this Agreement, each reference in the Technology Agreement to “Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to such Technology Agreement as modified or waived hereby.

4.           Technology Agreement to Continue in Full Force and Effect.  Except as specifically modified herein, the Technology Agreement and the terms and conditions thereof shall remain in full force and effect.

5.           Effect of Facsimile and Photocopied Signatures.This Agreement may be executed in several counterparts, each of which is an original.  It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.  A copy of this Agreement signed by one party and faxed to another party shall be deemed to have been executed and delivered by the signing party as though an original.  A photocopy of this Agreement shall be effective as an original for all purposes.

IN WITNESS WHEREOF the parties have caused this Agreement to be executed  effective as of the Effective Date.

Per: /s/ Ronald Kopman                                   

       Ron Kopman

       President, Eco-Tek Group Inc.

Date: November 12, 2012                                

Per: /s/ Dr. Sabatino Nacson                          

      Dr. Sabatino Nacson

Date: November 12, 2012                                

EX-10.37

Exhibit 10.37

AMENDMENT TO CONVERTIBLE PROMISSORY NOTE

This Amendment to Convertible Promissory Note (this “Agreement”) dated October __, 2012, to be effective as of February 3, 2011 (the “Effective Date”), is by and among Sandalwood Ventures, Ltd. (the “Company”) and Translink Communications (“Note Holder”), each a “Party” and collectively the “Parties.”

W I T N E S S E T H:

WHEREAS, the Company previously entered into the following Convertible Promissory Note in favor of Note Holder (collectively, the “Promissory Note”):

Effective Date of Promissory Note	Amount of Promissory Note
February 3, 2011	$12,500
Total	$12,500

WHEREAS, the Parties desire to enter into this Agreement to add a limitation to the Note Holder’s ability to convert the Promissory Note pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, and other consideration, which consideration the Parties hereby acknowledge and confirm the sufficiency thereof, the Parties hereto agree as follows:

1.           Amendment to Promissory Note.  In consideration for $10 and other good and valuable consideration, which consideration the Note Holder acknowledges the receipt and sufficiency of, the Note Holder agrees that the Promissory Note shall be amended to add a new Section 4(j) to such Promissory Note as follows:

“ j. The applicable portion of this Note shall not be convertible during any time that, and only to the extent that, the number of Shares to be issued to Holder upon such Conversion, when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns (outside of this Note, and not including any other securities of the Company held by Holder having a provision substantially similar to this paragraph) at the time of such Conversion, would exceed 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock of the Company outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Conversion of this Note held by the Holder, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Beneficial Ownership Limitation”).  The Beneficial Ownership Limitation provisions of this Section 4(j) may be waived by Holder, at the election of such Holder, upon not less than sixty-one (61) days prior written notice to the Company, to change the Beneficial Ownership Limitation to any other percentage of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Conversion of the Note held by the Holder.  The provisions of this paragraph shall not be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(j) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation.”

 2.           Confirmation and acknowledgement of the Ownership Limitation. For the sake of clarity and in an abundance of caution, the Note Holder agrees, confirms and acknowledges that the Ownership Limitation (described above in Section 2) shall hereafter apply to and limit the Note Holder’s conversion of the Promissory Note.

 3.           Confirmation and Approval of the Promissory Note.  By signing this Agreement the Note Holder hereby confirms the terms and conditions of the Promissory Note including, but not limited to the representations and warranties of the Note Holder (as set forth in Section 7 of each Promissory Note) both as of the date of this Agreement and as of the effective date of the Promissory Note as provided above.  The Note Holder further agrees and confirms that the Note Holder’s signature on this Agreement shall have the same force and effect and be valid for any and all purposes as the Note Holder’s signature on and execution of the Promissory Note, effective as of the effective date thereof as described above.

 4.           Consideration.  Each of the Parties agrees and confirms by signing below that they have received valid consideration in connection with this Agreement and the transactions contemplated herein.

 5.           Mutual Representations, Covenants and Warranties.  Each of the Parties, for themselves and for the benefit of each of the other Parties hereto, represents, covenants and warranties that:

(a)           Such Party has all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. This Agreement constitutes the legal, valid and binding obligation of such Party enforceable against such Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles; and

(b)           The execution and delivery by such Party and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (i) constitute a violation of any law; or

(ii) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which such Party is bound or affected.

 6.       Further Assurances.  The Parties agree that, from time to time, each of them will take such other action and to execute, acknowledge and deliver such contracts, deeds, or other documents as may be reasonably requested and necessary or appropriate to carry out the purposes and intent of this Agreement and the transactions contemplated herein.

 7.Reconfirmation of Promissory Note by the Company. The Company hereby reaffirms all terms, conditions, covenants, representations and warranties made in the Promissory Note, to the extent the same are not amended hereby.  

 8.       Effect of Agreement. Upon the effectiveness of this Agreement, each reference in the Promissory Note to “Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to such Promissory Note as modified or waived hereby.

 9.       Promissory Note to Continue in Full Force and Effect.  Except as specifically modified or amended herein, the Promissory Note and the terms and conditions thereof shall remain in full force and effect.

10.      Benefit and Burden.  This Agreement shall inure to the benefit of, and shall be binding upon, the Parties hereto and their successors and permitted assigns.

11.      Severability.  Should any clause, sentence, paragraph, subsection, Section or Article of this Agreement be judicially declared to be invalid, unenforceable or void, such decision will not have the effect of invalidating or voiding the remainder of this Agreement, and the Parties agree that the part or parts of this Agreement so held to be invalid, unenforceable or void will be deemed to have been stricken herefrom by the Parties, and the remainder will have the same force and effectiveness as if such stricken part or parts had never been included herein.

12.      Entire Agreement.  This Agreement sets forth all of the promises, agreements, conditions, understandings, warranties and representations among the Parties with respect to the transactions contemplated hereby and thereby, and supersedes all prior agreements, arrangements and understandings between the Parties, whether written, oral or otherwise.

13.      Construction.  In this Agreement words importing the singular number include the plural and vice versa; words importing the masculine gender include the feminine and neuter genders.

14.      Effect of Facsimile and Photocopied Signatures.This Agreement may be executed in several counterparts, each of which is an original.  It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.  A copy of this Agreement signed by one Party and faxed to another Party shall be deemed to have been executed and delivered by the signing Party as though an original.  A photocopy of this Agreement shall be effective as an original for all purposes.

[Remainder of page left intentionally blank. Signature page follows.]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first written above.

Sandalwood Ventures, Ltd.

(“Company”)

By: /s/ Ronald Kopman                                               

Printed Name: Ron Kopman                                        

Its:_____________________________________

 (“Note Holder”)

Translink Communications

By: /s/ Meyucah Knowles                                           

Printed Name: Meyucah Knowles                              

Its: Director                                                                  

EX-31

EXHIBIT 31

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND

PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ronald Kopman, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Sandalwood Ventures, Ltd.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. As the registrant's certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 16, 2012

By: /s/ Ronald Kopman

Ronald Kopman

President (Principal Executive Officer)

and Chief Financial Officer (Principal Financial Officer/Principal Accounting Officer)

EX-32

EXHIBIT 32

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL

OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 I, Ronald Kopman, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Sandalwood Ventures, Ltd. on Form 10-Q for the fiscal quarter ended September 30, 2012, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-Q fairly presents in all material respects the financial condition and results of operations of Sandalwood Ventures, Ltd.

Date:  November 16, 2012

By: /s/ Ronald Kopman

Ronald Kopman,

President (Principal Executive Officer) and

Chief Financial Officer (Principal Financial Officer/Principal Accounting Officer)

XML

GOING CONCERN

9 Months Ended

Sep. 30, 2012

GOING CONCERN [Abstract]

GOING CONCERN

3. GOING CONCERN

The Company's financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has experienced losses from operations and has negative working capital as of September 30, 2012, that raises substantial doubt as to its ability to continue as a going concern.

The Company's existence is dependent upon management's ability to develop profitable operations and resolve its liquidity problems. Management anticipates the Company will attain profitable status and improve its liquidity through continued business development and additional equity investment in the Company. Management is pursuing various sources of financing and intends to raise equity financing through a private placement with a private group of investors in the near future. In the event the Company is not able to raise the necessary equity financing from private investors, the stockholders intend to finance the Company by way of stockholder loans, as needed, until profitable operations are attained.

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

XML

BASIS OF PRESENTATION

9 Months Ended

Sep. 30, 2012

BASIS OF PRESENTATION [Abstract]

BASIS OF PRESENTATION

2. BASIS OF PRESENTATION

The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and the Securities Exchange Commission ("SEC") instructions to Form 10-Q and Article 8 of SEC Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with Eco-Tek's audited financial statements and notes thereto included in the Form 8-K/A filed with the SEC on September 21, 2012. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of financial position and results of operations for the interim periods presented have been reflected herein. Operating results for the three and nine months ended September 30, 2012, are not necessarily indicative of the results that may be expected for the year ending December 31, 2012. Notes to the consolidated financial statements which would substantially duplicate the disclosures contained in Eco-Tek's audited financial statements for 2011 as included in the Form 8-K/A filed on September 21, 2012 have been omitted.

XML

CONSOLIDATED BALANCE SHEETS (USD $)	Sep. 30, 2012	Dec. 31, 2011
Current Assets
Cash	$ 765	$ 6,878
Restricted cash- merger attorney escrow account	9,144
Accounts receivable, net of allowance of $4,926	58,320	31,496
Inventory	27,520	22,405
Investment tax credit recoverable	16,830	9,739
Prepaid and sundry assets	610	2,829
Total Current Assets	113,189	73,347
Long Term Assets
Equipment, net	8,069	9,683
Total Assets	121,258	83,030
Current Liabilities
Accounts payable	61,284	54,737
Accrued liabilities	64,417	54,260
Notes payable	75,000
Convertible notes payable ? net of discount of $100,626	164,374
Advances from stockholders	474,794	404,795
Total Current Liabilities	839,869	513,792
Stockholders' Deficit
Preferred stock, $0.001 par value; 50,000,000 shares 1,000 and 0 shares outstanding as of September 30, 2012 and December 31, 2011, respectively	1
Common stock, $0.001 par value; 7,000,000,000 shares authorized and 250,819,800 and 125,000,000 shares issued and outstanding at September 30, 2012 and December 31, 2011, respectively	250,820	125,000
Additional paid in capital	151,128	351,515
Accumulated other comprehensive loss	(39,499)	(29,939)
Accumulated deficit	(1,081,061)	(877,338)
Total Stockholders' Deficit	(718,611)	(430,762)
Total Liabilities and Stockholders' Deficit	$ 121,258	$ 83,030

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (203,723)	$ (57,523)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	1,916	1,752
Amortization of debt discount	46,250
Contributed services	53,670	51,029
Bad debts expense		6,000
Changes in operating assets and liabilities:
Accounts receivable	(26,824)	(11,108)
Inventory	(5,115)	(13,696)
Investment tax credit recoverable	(7,091)
Prepaid and sundry assets	2,219	(12,491)
Accounts payable and accrued liabilities	(32,603)	(1,307)
Net cash used in operating activities	(171,301)	(37,344)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment	(302)	(5,267)
Restricted cash	30,051
Net cash used in investing activities	(29,749)	(5,267)
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from stockholders	69,999	3,457
Proceeds from borrowings	75,000
Net cash provided by financing activities	144,999	3,457
Effect of exchange rate changes on cash	(9,560)	28,803
Net decrease in cash	(6,113)	(10,351)
Cash at the beginning of the period	6,878	13,368
Cash at the end of the period	765	3,017
Cash paid for:
Interest	6,604	2,078
Income taxes
Non-cash investing activity:
Reverse merger adjustment	$ 128,236

XML

NATURE OF OPERATIONS

9 Months Ended

Sep. 30, 2012

NATURE OF OPERATIONS [Abstract]

NATURE OF OPERATIONS

1. NATURE OF OPERATIONS

Sandalwood Ventures, Ltd. (the "Company" or "Sandalwood") was incorporated on April 10, 2007 in Nevada for the purpose of acquiring, exploring and developing mining properties.

Eco-Tek Group Inc. (the "Company" or "Eco-Tek", formerly Cliktech) was incorporated on May 4, 2005 in Ontario, Canada. Eco-Tek blends and sells oil lubrication products and is the developer of Clik Tech Engine Treatment ("Clik").

On June 25, 2012, the Company entered into a share exchange agreement with the shareholders of and corporate entity of Eco-Tek, which closed on June 29, 2012, wherein it acquired the latter in exchange for 125,000,000 common shares in a transaction accounted for as a reverse merger. On June 25, 2012, certain of Eco-Tek's shareholders also entered into a stock purchase agreement wherein they acquired the 1,000 Series A Preferred Stock shares which provided them 51% voting rights to the Company. As a result of these transactions, Eco-Tek's shareholders became the Company's majority shareholders and Eco-Tek became a wholly-owned subsidiary of the Company. Following the share exchange, the Company will undertake continued manufacturing and distribution of Clik's products and ongoing research, development and commercialization of associated products. In connection with this change in business focus, the Company will cease undertaking any mineral exploration activities and anticipates letting the rights to its Sandalwood 1 Lode Claim expire in September 2012. The Company has also changed its year-end to December 31.

Consequently, the assets and liabilities and the historical operations reflected in the consolidated financial statements for the periods prior to June 29, 2012 are those of Eco-Tek and are recorded at the historical cost basis. After June 29, 2012 (the closing date), the Company's consolidated financial statements include the assets and liabilities of both Eco-Tek and Sandalwood and the historical operations of both after that date.

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Sep. 30, 2012	Dec. 31, 2011
CONSOLIDATED BALANCE SHEETS [Abstract]
Accounts receivable, allowance	$ 4,926	$ 4,926
Convertible notes payable, discount	$ 100,626	$ 100,626
Preferred stock, par value per share	$ 0.001	$ 0.001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	1,000	0
Preferred stock, shares outstanding	1,000	0
Common stock, par value per share	$ 0.001	$ 0.001
Common stock, shares authorized	7,000,000,000	7,000,000,000
Common stock, shares issued	250,819,800	125,000,000
Common stock, shares outstanding	250,819,800	125,000,000

XML

NATURE OF OPERATIONS (Details)	1 Months Ended	0 Months Ended
	Jun. 25, 2012	Apr. 13, 2012
Business Acquisition, Equity Interests Issued or Issuable [Line Items]
Shares issued in business acquisition	125,000,000
Series A Preferred Stock [Member]
Business Acquisition, Equity Interests Issued or Issuable [Line Items]
Shares issued at share exchange	1,000
Voting rights percentage	51.00%	51.00%

XML

Document and Entity Information	9 Months Ended
	Sep. 30, 2012	Nov. 01, 2012
Document and Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2012
Entity Registrant Name	Sandalwood Ventures, Ltd.
Entity Central Index Key	0001473637
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2012
Entity Filer Category	Smaller Reporting Company
Entity Units Outstanding		250,819,800

XML

NOTES PAYABLE (Details) (USD $)	9 Months Ended
	Sep. 30, 2012	Dec. 31, 2011
NOTES PAYABLE [Abstract]
Notes payable	$ 75,000
Annual rate	8.00%
Percentage of volume weighted average closing price that noteholders can convert to common shares	70.00%

XML

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS [Abstract]
Sales	$ 70,749	$ 52,287	$ 220,890	$ 173,480
Cost of goods sold	48,788	36,638	153,925	99,574
Gross profit	21,961	15,649	66,965	73,906
Operating expense:
General and administrative	82,126	14,259	126,843	68,675
Salaries and wages	25,379	13,645	56,973	46,413
Selling and delivery	30,000	1,635	32,102	12,511
Depreciation	626	529	1,916	1,752
Total operating expenses	138,131	30,068	217,834	129,351
Operating (loss) income	(116,170)	(14,419)	(150,869)	(55,445)
Other income (expense):
Interest expense	(52,190)	(863)	(52,854)	(2,078)
Net loss	(168,360)	(15,282)	(203,723)	(57,523)
Foreign currency translation adjustment	(14,755)	33,462	(9,560)	28,803
Net comprehensive income (loss)	$ (183,115)	$ 18,180	$ (213,283)	$ (28,720)
Net loss per share: Basic and diluted	$ 0.0	$ 0.0	$ 0.0	$ 0.0
Weighted average number of common shares outstanding: Basic and diluted	250,819,800	125,000,000	169,542,046	125,000,000

XML

CONVERTIBLE NOTES PAYABLE

9 Months Ended

Sep. 30, 2012

CONVERTIBLE NOTES PAYABLE [Abstract]

CONVERTIBLE NOTES PAYABLE

6. CONVERTIBLE NOTES PAYABLE

Convertible notes as of September 30, 2012 consist of:

Principal amount	$	265,000
Less - debt discount		(100,626	)
	$	164,374

The notes were issued by Sandalwood, bear interest at the rate of 8% per annum, have a term of one year and are convertible into common shares at a conversion price equal to $0.0003571 per share, subject to adjustment upon certain events. Notes amounting to $80,000 have matured and are currently past due.

The Company evaluated the terms of the convertible notes in accordance with ASC 815-40, Contracts in Entity's Own Equity, and concluded that the convertible notes did not result in a derivative. The Company evaluated the terms of the convertible notes and concluded that there was a beneficial conversion feature since the convertible notes were convertible into shares of common stock at a discount to the market value of the common stock. The beneficial conversion feature is recorded as a discount to the notes and is amortized over the term of the debt. Amortization expense during the period amounted to $46,250.

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NOTES PAYABLE

9 Months Ended

Sep. 30, 2012

NOTES PAYABLE [Abstract]

NOTES PAYABLE

5. NOTES PAYABLE

The Company issued two notes totaling $75,000 which bear interest at 8% per annum and have a term of one year. In the event of default, the noteholders have the option to convert the notes to common shares at a conversion price equal to 70% of the volume weighted average closing prices of the Company's common share during the 10 trading days prior to the conversion date.

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CONVERTIBLE NOTES PAYABLE (Details) (USD $)	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011
CONVERTIBLE NOTES PAYABLE [Abstract]
Principal amount	$ 265,000
Less - debt discount	(100,626)		(100,626)
Current portion of convertible debt	164,374
Covertible debt, interest rate	8.00%
Debt conversion, price per share	$ 0.0003571
Debt instrument, debt default, amount	80,000
Amortization expense	$ 46,250

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SIGNIFICANT ACCOUNTING POLICIES (Policy)

9 Months Ended

Sep. 30, 2012

SIGNIFICANT ACCOUNTING POLICIES [Abstract]

Use of estimates

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known.

Restricted cash

Restricted cash

Restricted cash at September 30, 2012 consists of cash held in trust by Sandalwood's attorneys, which is disbursed at the direction of the Company.

Fair value of financial instruments

Fair value of financial instruments

The carrying value of the Company's cash, accounts receivable, accounts payable and accrued liabilities, advances from stockholders, notes payable and convertible notes approximate fair value because of the short-term maturity of these instruments.

Recently issued accounting pronouncements

Recently issued accounting pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that recently issued accounting pronouncements adopted do not have a material impact on its financial position or results of operations.

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ADVANCES FROM STOCKHOLDERS

9 Months Ended

Sep. 30, 2012

ADVANCES FROM STOCKHOLDERS [Abstract]

ADVANCES FROM STOCKHOLDERS

7. ADVANCES FROM STOCKHOLDERS

Advances from stockholders are unsecured, non-interest bearing and due on demand. At September 31, 2012, and December 31, 2011, the Company had $474,794 and $404,795 in advances outstanding, respectively.

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STOCKHOLDERS' EQUITY

9 Months Ended

Sep. 30, 2012

STOCKHOLDERS' EQUITY [Abstract]

STOCKHOLDERS' EQUITY

8. STOCKHOLDERS' EQUITY

The Company is authorized to issue 50,000,000 shares of $0.001 par value preferred stock, which may be issued from time to time in one or more series as shall be determined by the Board of Directors. Such stock shall have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualification, limitations or restriction thereof, as shall be stated in resolutions providing for the issue of such class or series of preferred stock.

On April 13, 2012, the Company filed a Certificate of Designation of a series of 1,000 shares of Series A Preferred Stock of the Company. The holders of the Series A Preferred Stock, voting separately as a class are entitled to vote in aggregate, on all shareholders matters, 51% of the total vote on such shareholder matters, no matter how many shares of common stock or other voting stock of the Company are issued or outstanding in the future. Additionally, the Company is prohibited from adopting any amendments to the Company's Bylaws, Articles of Incorporation, as amended, making any changes to the Certificate of Designation establishing the Series A Preferred Stock, or effecting any reclassification of the Series A Preferred Stock, without the affirmative vote of at least 66-2/3% of the outstanding shares of Series A Preferred Stock. However, the Company may, by any means authorized by law and without any vote of the holders of shares of Series A Preferred Stock, make technical, corrective, administrative or similar changes to such Certificate of Designation that do not, individually or in the aggregate, adversely affect the rights or preferences of the holders of shares of Series A Preferred Stock.

Prior to January 6, 2012, the Company was authorized to issue 250,000,000 common shares with a par value of $0.001 per share. On January 23, 2012, the Company affected a 28:1 forward stock split of its common stock without adjusting the par value of $0.001. The Company now has 7,000,000,000 common shares authorized. All share amounts have been restated to reflect the stock split.

During the nine months ended September 30, 2012, certain shareholders contributed services to the Company valued at $53,670.

In June 2012, the Company issued 125,000,000 shares to acquire Eco-Tek. The transaction was accounted for as a reverse merger. Shares outstanding immediately prior to the transaction of 125,819,800 and the net book value of Sandalwood $(128,236) are presented as reverse merger adjustments.

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CONVERTIBLE NOTES PAYABLE (Tables)

9 Months Ended

Sep. 30, 2012

CONVERTIBLE NOTES PAYABLE [Abstract]

Schedule of Convertible Notes

Convertible notes as of September 30, 2012 consist of:

Principal amount	$	265,000
Less - debt discount		(100,626	)
	$	164,374

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STOCKHOLDERS' EQUITY (Details) (USD $)	1 Months Ended		9 Months Ended					1 Months Ended	0 Months Ended
	Jun. 25, 2012	Jan. 23, 2012	Sep. 30, 2012	Sep. 30, 2011	Jun. 30, 2012	Jan. 05, 2012	Dec. 31, 2011	Jun. 25, 2012 Series A Preferred Stock [Member]	Apr. 13, 2012 Series A Preferred Stock [Member]
Stockholders Equity Note [Line Items]
Voting rights percentage								51.00%	51.00%
Preferred stock, shares authorized			50,000,000			250,000,000	50,000,000		1,000
Preferred stock, par value per share			$ 0.001			$ 0.001	$ 0.001
Voting percentage to affirm any reclassification requirements									66.66%
Common stock, shares authorized			7,000,000,000				7,000,000,000
Common stock, par value per share			$ 0.001				$ 0.001
Stock split description		forward stock split
Stock split ratio		28
Contributed services			$ 53,670	$ 51,029
Shares issued in business acquisition	125,000,000
Common stock, shares outstanding			250,819,800		125,000,000		125,000,000
Net book value of acquiree					$ (128,236)

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CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT (USD $)	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2012
Shares issued at share exchange	$ (430,762)
Reverse merger adjustment	128,236
Contributed services	53,670
Foreign currency translation adjustment	(9,560)
Net loss	(203,723)
Balance	(430,762)	(718,611)
Balance, shares	125,000,000	250,819,800
Common Stock [Member]
Shares issued at share exchange	125,000
Shares issued at share exchange	125,000,000
Reverse merger adjustment	125,820
Reverse merger adjustment, shares	125,819,800
Contributed services
Foreign currency translation adjustment
Net loss
Balance		250,820
Balance, shares		250,819,800
Series A Preferred Stock [Member]
Shares issued at share exchange
Shares issued at share exchange
Reverse merger adjustment	1
Reverse merger adjustment, shares	1,000
Contributed services
Foreign currency translation adjustment
Net loss
Balance		1
Balance, shares		1,000
Additional Paid-in Capital [Member]
Shares issued at share exchange	351,515
Reverse merger adjustment	(254,057)
Contributed services	53,670
Foreign currency translation adjustment
Net loss
Balance		151,128
Accumulated Other Comprehensive Loss[Member]
Shares issued at share exchange	(29,939)
Reverse merger adjustment
Contributed services
Foreign currency translation adjustment	(9,560)
Net loss
Balance		(39,499)
Retained Earnings (Accumulated Deficit) [Member]
Shares issued at share exchange	(877,338)
Reverse merger adjustment
Contributed services
Foreign currency translation adjustment
Net loss	(203,723)
Balance		$ (1,081,061)

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SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2012

SIGNIFICANT ACCOUNTING POLICIES [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

4. SIGNIFICANT ACCOUNTING POLICIES

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known.

Restricted cash

Restricted cash at September 30, 2012 consists of cash held in trust by Sandalwood's attorneys, which is disbursed at the direction of the Company.

Fair value of financial instruments

The carrying value of the Company's cash, accounts receivable, accounts payable and accrued liabilities, advances from stockholders, notes payable and convertible notes approximate fair value because of the short-term maturity of these instruments.

Recently issued accounting pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that recently issued accounting pronouncements adopted do not have a material impact on its financial position or results of operations.

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ADVANCES FROM STOCKHOLDERS (Details) (USD $)	Sep. 30, 2012	Dec. 31, 2011
ADVANCES FROM STOCKHOLDERS [Abstract]
Advances from stockholders	$ 474,794	$ 404,795