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Ethos Environmental Inc. (ETEV.OB)

Ethos Announces Eco-Warrior James Pribram as Spokesperson for Distribution Network

Internationally Recognized Environmentalist and

Activist Helps Network Launch Massive Grassroots

Green Movement

SAN DIEGO, CA–(MARKET WIRE)–Apr 22, 2009 — Ethos Environmental, Inc. (OTC BB:ETEV.OB - News), a San Diego-based company, today announced that the Eco-Warrior, James Pribram, has joined its ECOMATES(TM) division as a spokesperson to help bring awareness to the distribution network.

A professional surfer, writer, television commentator and environmental leader, Pribram’s most recent success includes having his movie “Eco-Warriors, Guardians of Surf,” recently selected for airing at the upcoming and internationally acclaimed Cannes Film Festival.

Pribram said, “I am continuously asked to endorse various ‘green’ products. Most do not live up to their collateral material. It’s great to endorse EthosFR+ fuel additive because it does what it says it will do — it is proven to reduce tailpipe emissions which is extremely important to me, and it greatly improved my fuel economy.” [To view Pribram’s entire endorsement, click here.]

“We’re excited to have the Eco-Warrior on board to help propel our cause and raise awareness of our quest and to attract a new audience to our product’s capabilities,” said Thrive Worldwide, LLC CEO Jack Peterson. Thrive Worldwide LLC is the management team responsible for managing the network.

The company reiterates its invitation to all of its shareholders, distributors, and any interested party to the factory for a “tailpipe party” and the unveiling of the ECOMATES(TM) business model, new websites, product packaging, online presentations, and eco-friendly streaming video web tools for making online presentations. The event will be held on April 22nd (Earth Day) at the Ethos Environmental factory at 6800 Gateway Park, San Diego, CA 92154 beginning at 5 PM PST. Refreshments will be provided.

About Eco-Warrior James Pribram

Eco-Warrior James Pribram tackles unique and engaging issues side by side with local grass roots organizations from places like the Canary Islands, New Zealand, South Africa, and Chile. His written work has appeared in the LA Times, Surfer’s Path, Surfer Magazine, Surfing, Water, and numerous other publications worldwide. He has also been an active environmental leader in his community, as co-founder of They Will Surf Again, an organization that raises money for people who have suffered from ocean- related spinal injuries. In 2000 Pribram was elected to the Laguna Beach Water Quality Committee, and in 2005 appointed to the Laguna Beach Environmental Committee and as board member for the Clean Water Now! Coalition. He also is owner and operator of Aloha School of Surfing, which teaches aspiring surfers of all ages to get in the water and learn the power of surf stroke.

About Ethos Environmental, Inc.

Ethos Environmental, Inc. (OTC BB:ETEV.OB - News), a San Diego-based corporation, is the manufacturer of award-winning fuel reformulating products that help meet environmental regulations. By using Ethos® family of products, vehicles can increase fuel economies, while reducing harmful emissions. For more information about Ethos Environmental, Inc., visit www.ethosfr.com.

Forward-Looking Statements

Except for statements of historical fact, this news release contains certain “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995, including, without limitation, expectations, beliefs, plans and objectives regarding future activities. Such forward- looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of Ethos Environmental to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include general economic and business conditions, the ability to acquire and develop future assets, the ability to fund operations and changes in consumer and business habits and other factors over which Ethos Environmental, Inc., or any affiliates, has little or no control.

Contact:

     Contact:

     Press Contact:
     Yasmine Rangel
     Ethos Environmental, Inc.
     619-575-6800
     yrangel@ethosfr.com

     Investor Contact:
     Financial Insights
     2082 SE Bristol, Suite 209
     Newport Beach, CA 92660
     888-572-7934

Form 8-K for ETHOS ENVIRONMENTAL, INC.

Entry into a Material Definitive Agreement, Creation of a Direct Financ
Item 1.01 Entry into a Material Definitive Agreement. Private Placement

The Company is in the process of completing a non-brokered private placement, subject to market and other conditions, of $1,000,000 of 12% Convertible Debentures (the “Private Placement”). The Private Placement consists of 20 Units (each a “Unit”) offered at $50,000 per Unit, with each Unit being comprised of a 12% Convertible Debenture (the “2009 Note”), a Common Stock Purchase Warrant (the “2009 Warrant”) for the purchase of 100,000 shares of the Company’s Common Stock at $0.25 per share and 33,000 shares of the Company’s Common Stock as incentive shares for the purchase of each Unit. The Private Placement agreements contain standard representations, and warranties and affirmative and negative covenants, and are described in greater detail below.

The 2009 Note carries 12% interest and a 24 month maturity date and the entire principal amount of the 2009 Note, including any accrued interest, may be converted into shares of the Company’s common stock by election of the Holder at any time at a rate of $0.25 per share. Additionally, the Company may convert the entire principal amount of the 2009 Note, including accrued interest, into shares of the Company’s common stock if the closing price of the Company’s stock as reported on the Over the Counter Markets is $0.50 or more for 15 consecutive trading days with such conversion at a rate of $0.25 per share as well. The 2009 Note also contains customary events of default. The 2009 Warrant is exercisable for an aggregate of 100,000 shares of Common Stock at an exercise price of $0.25 per share for three (3) years from date of issue.

The common stock being sold through this Private Placement has not and will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement under the Securities Act. This Current Report is neither an offer to sell nor a solicitation of an offer to buy any of these securities.

The description of the Private Placement documents are brief summaries only and are qualified in their entirety by their respective terms set forth in each document, forms of which were filed as exhibits to our Current Report on Form 8-K filed with the Commission on January 14, 2009.

On April 17, 2009, pursuant to the Company’s Private Placement, the Company sold one Unit to Gary R. Bradley for an aggregate amount of $50,000.

On April 15, 2009, pursuant to the Company’s Private Placement, the Company sold a half Unit to Wilfredo A. Motos for an aggregate amount of $25,000.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated herein by this reference.

Item 3.02 Unregistered Sales of Equity Securities. The Securities issued pursuant to the Private Placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent the registration or an applicable exemption from the registration requirements of the Securities Act. The transaction contemplated by the Private Placement is exempt from the registration requirements of the Securities Act, pursuant to Section 4(2) and/or Regulation D thereunder. Pursuant to the Private Placement, each investing party made representations to the Company regarding their respective suitability to invest, including, without limitation, that each investor qualifies as an “accredited investor” as that term is defined under Rule 501(a) of the Securities Act. The Company did not engage in general solicitation in connection with the sale of the Securities.

The information set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02.

Item 9.01 Financial Statements and Exhibits. (a) Not applicable

(b) Not applicable

(c) Not applicable

(d) Exhibits.

         Exhibit No.                      Description

            10.1       Private Placement Securities Purchase Agreement(1)
            10.2       Private Placement Convertible Promissory Note(1)
            10.3       Private Placement Common Stock Purchase Warrant(1)
            10.4       Private Placement Security Agreement(1)

Form 10-K for ETHOS ENVIRONMENTAL, INC.

Annual Report
ITEM 7. Management’s Discussion and Analysis or Plan of Operation.

The following discussion should be read in conjunction with our audited financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or our behalf. We disclaim any obligation to update forward-looking statements.

Results of Operations and Analysis of Financial Condition

Results of Operations

The following financial data compares the balances as relates to Ethos Environmental, Inc. for the fiscal years ended December 31, 2008 and 2007.

Revenues

During the year ended December 31, 2008, the Company recognized revenues of $2,357,553 compared with $1,355,141 for the year ended December 31, 2007, an increase of 74.0%. The increase in overall sales revenue was a result of a stronger focus on the sales process during the year ended December 31, 2008 compared with the development of its internal processes rather than marketing of its products and finding new customers and distributors during the year ended December 31, 2007. The Company’s primary source of revenue is from the sale of Ethos FR�. Other components of revenue include freight and service.

The Company is continuing to focus on its future growth of Ethos FR�. Our main priorities continue to be: (1) increasing market awareness of Ethos FR� through our sales and marketing plan, including partnerships with marketing companies to help promote our company, (2) continued growth in the number of customers and vehicles per customer, especially in light of the poor economy and the cost savings that can be generated by individuals and companies through the use of Ethos FR�, and (3) providing extensive customer service and support.

Gross Profit

Gross profit for the year ended December 31, 2008, defined as revenues less cost of goods sold, was $934,795 or 39.7% of sales compared with $610,005 or 45.0% for the year ended December 31, 2007. The decrease in gross profit margin was due to increased costs of production incurred by the Company that could not be passed onto the consumers given the poor economic conditions and the competitiveness of the fuel reformulating sector.

Operating Expenses

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

For the year ended December 31, 2008, the Company incurred depreciation expense of $81,355 compared to $201,093 for the year ended December 31, 2007. The decrease in depreciation expense was attributed to the sale leaseback of the Company’s building and certain manufacturing equipment during 2007. The Company’s amortization policy is to amortize production and office equipment on a straight-line basis over a 5-year period, and amortize building costs straight-line basis over a 25-year period. The majority of the depreciation expense for the years ended December 31, 2008 and 2007 was charged to cost of sales as the assets used were directly resulting in the production of revenue-producing goods.

General and Administrative

For the year ended December 31, 2008, the Company incurred general and administrative expense of $7,555,563 compared with $17,655,463 for the year ended December 31, 2007. The decrease in general and administrative expenses is attributed to the fact that the Company incurred stock based compensation expense of $6,646,171 in 2007 relating to the issuance of share purchase warrants to replace the convertibility features of its Promissory Note secured by the purchase of the Company’s building. Furthermore, the Company issued a lower value of common shares for services in the current year compared to 2007.

Selling Expense

For the year ended December 31, 2008, the Company incurred selling expense of $273,960 compared with $6,861,554 for the year ended December 31, 2007 and is related to marketing and business development expenditures that were settled by the issuance of common shares. During the year ended December 31, 2008, the Company limited its selling expense based on the fact that the Company’s focus was on internal operations and strategic development rather than marketing and promotion of the Company’s products.

Other Income (Expenses)

Interest Expense

For the year ended December 31, 2008, the Company incurred interest expense of $181,993 compared with $618,084 for the year ended December 31, 2007. The decrease in interest expense is due to the fact that the Company settled the interest-only of $4,750,000 that was used to finance the purchase of the Company’s building in 2007. For the year ended December 31, 2008, interest expense was attributed to accrued interest relating to the promissory notes and convertible notes that were issued by the Company as general financing of the Company’s continued operations.

Other Income

During the year ended December 31, 2008, the Company recorded other income of $201,137 compared with $390,206 for the year ended December 31, 2007.

Net Loss

For the year ended December 31, 2008, the Company incurred a net loss of $7,177,819 compared with a net loss of $24,582,613 for the year ended December 31, 2007. The decrease in the net loss is attributed to the fact that the Company increased its gross profit from fiscal 2007 by $324,790 and decreased the value of its issuance of common shares to settle debt and services by $9,143,110, and had an overall decrease in stock-based compensation expense relating to the issuance of share purchase warrants of $6,274,034.

Common Shares

December 31, 2008

During the year ended December 31, 2008, the Company issued 5,745,877 common shares to settle debt and services on behalf of the Company, issued 12,465,428 common shares as penalty and settlement shares as part of the Registration Rights Agreement executed in October 2007, issued 909,091 common shares for cash proceeds, and cancelled 13,600,000 common shares that were previously issued to the former Chief Executive Officer of the Company.

During the year ended December 31, 2008, the Company issued 12,465,428 common shares as penalty and settlement of a Registration Rights Agreement signed in October 2007. The common shares issued had a fair value of $2,818,840 using the end of day share trading price of the Company based on the date of issuance.

In August 2008, the Company issued 909,091 common shares at $0.33 per common share for gross proceeds of $300,000.

December 31, 2007

During the year ended December 31, 2007, the Company issued 11,914,000 common shares to settle services incurred on behalf of the Company and issued 2,500,000 common shares for cash proceeds of $2,050,000.

In August 2007, the Company issued 2,500,000 common shares to Greenbridge Capital Partners (”Greenbridge”) as part of the sale leaseback transaction where the Company sold the rights to its office building to Greenbridge and 2,500,000 common shares in exchange for proceeds of $7,875,000. The sale price was allocated as $5,875,000 to the building and $2,000,000 to the common shares as fair value under a arms-length transaction.

Of the common shares issued for settlement of services, 5,000,000 common shares were issued to Enrique de Vilmorin, the Company’s Chief Executive Officer for the year ended December 31, 2007 and as at September 5, 2008 before his resignation. The common shares were issued as part of compensation for his duties as President, Chief Executive Officer, and Directors of the Company and were issued at the closing share price of $0.95 per common share which represented a fair value of $4,750,000.

The remaining 6,914,000 common shares were issued for consulting services and professional fees at varying periods throughout the year and were assessed at fair value using the end-of-day share price of the Company’s common stock.
Share issuances ranged from $0.95 - $5.00 per common share and the 6,914,000 common shares were reported at a fair value of $11,107,708.

Liquidity and Capital Resources

At December 31, 2008, we had cash of $72,232, current assets of $390,270, and total assets of $866,239 compared with cash of $74,178, current assets of $1,413,104, and total assets of $2,004,247 at December 31, 2007. The decrease in current assets and total assets were attributed to a decrease in capital assets of $48,364 based primarily on amortization of existing assets, and decrease in inventory of $379,255 as the Company had limited cash flows and did not replenish their inventory amounts at December 31, 2008.

The Company had total liabilities of $2,400,039and stockholders’ deficit of $1,533,800 as at December 31, 2008 compared with total liabilities of $929,712 and stockholders’ equity of $349,446 as at December 31, 2007. The increase in total liabilities is attributed to net issuance of $835,059 of debt financing from various demand loans and promissory notes along with net increases in accounts payable and accrued liability of $576,308 due to timing differences from payment of expenditures given the limited nature of the Company’s cash flow.

Cash Flows from Operating Activities

For the year ended December 31, 2008, the Company used $1,104,012 of cash flows for operating activities compared with $3,454,124 for the year ended December 31, 2007. The decrease in cash flows used for operations are attributed to net cash loss for the year ended December 31, 2008 of $1,778,829 compared with net cash loss of $2,592,859 for the year ended December 31, 2007. Furthermore, the Company incurred less cash on inventory purchases compared to December 31, 2007 which resulted in a net cash savings of $570,739 and had net cash savings of $655,724 from accounts payable and accrued liabilities based on timing differences of when billed invoices were paid.

Cash Flows from Investing Activities

For the year ended December 31, 2008, the Company used cash flows of $32,991 for purchases of capital assets compared with receiving cash flows of $6,034,731 for the year ended December 31, 2007 which was related to the proceeds from the sale leaseback transactions of its building and manufacturing equipment.

Cash Flows from Financing Activities

During the year ended December 31, 2008 the Company received proceeds of $1,135,059 from cash flows from financing activities compared with use of cash of $2,571,298 for the year ended December 31, 2007. In fiscal 2008, the Company received $1,431,580 from the issuance of promissory notes and demand loans, $300,000 from the issuance of common shares, and repaid $350,000 in promissory notes and $246,521 in related party payables. In fiscal 2007, the Company received $2,050,000 from the issuance of common shares, $350,000 from the issuance of note payable, but also repaid $5,167,819 of existing demand loans and notes payable.

On February 7, 2007, the Company entered into an equipment lease agreement with Mazuma Capital Corp. wherein the Company agreed to a 24-month sale and leaseback arrangement for up to $800,000 of its manufacturing equipment. The lease calls for a monthly payment based on a factor of .04125 times the average outstanding loan balance during the month.

The contract for this sale and leaseback of equipment should be accounted for as an operating lease per SFAS 13 and 28, and will be shown as such as at December 31, 2008. There is no bargain purchase option at the end of the lease, and neither the 75% nor the 90% test has been met. The title may pass back to the Company at the end of the lease; however, the lease may also be continued at the end of the 24 month period.

Going Concern

As at December 31, 2008, the Company had a cash balance of $72,232. For the years ended December 31, 2008 and 2007, the Company recorded sales revenue of $2,357,553 and $1,355,141 respectively, and had gross profit of $934,795 and $610,005, respectively. The Company recorded a net loss of $7177,819 for the year ended December 31, 2008 compared with a net loss of $24,582,613 for the year ended December 31, 2007.

Based on the above factors, there is substantial doubt regarding the Company’s ability to continue as a going concern. The continuation of the Company as a going concern is dependent on the continuation of the Company’s profitability from its’ operations, continued financial support from its shareholders, and the ability to raise additional equity or debt financing to sustain operations. The consolidated financial statements presented in the Form 10-K/A does not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

Use of Estimates

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

Revenue Recognition

The Company will recognize revenue from the sale of its fuel reformulating products in accordance with Securities and Exchange Commission Staff Bulletin No. 104 (”SAB 104″), “Revenue Recognition in Financial Statements”. Revenue will be recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is provided, and collectibility is assured.

Stock-Based Compensation

The Company records stock-based compensation in accordance with SFAS No. 123R “Share-Based Payments”, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. It is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles”. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.

In March 2008, the Financial Accounting Standards Board (”FASB”) issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities - an amendment to FASB Statement No. 133″. SFAS No. 161 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early adoption encouraged. The Company is currently evaluating the impact of SFAS No. 161 on its financial statements, and the adoption of this statement is not expected to have a material effect on the Company’s financial statements.

In December 2007, the FASB issued SFAS No. 141R, “Business Combinations”. This statement replaces SFAS 141 and defines the acquirer in a business combination as the entity that obtains control of one or more businesses in a business combination and establishes the acquisition date as the date that the acquirer achieves control. SFAS 141R requires an acquirer to recognize the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at the acquisition date, measured at their fair values as of that date. SFAS 141R also requires the acquirer to recognize contingent consideration at the acquisition date, measured at its fair value at that date. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008, and earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements Liabilities -an Amendment of ARB No. 51″. This statement amends ARB 51 to establish accounting and reporting standards for the Noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008, and earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.

In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities-Including and amendment of FASB Statement No. 115″. SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value. SFAS No. 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ending February 28, 2009. The Company is currently evaluating the impact of SFAS No. 159 on its consolidated financial statements.

In September 2006, the SEC issued Staff Accounting Bulletin (”SAB”) No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.” SAB No. 108 addresses how the effects of prior year uncorrected misstatements should be considered when quantifying misstatements in current year financial statements. SAB No. 108 requires companies to quantify misstatements using a balance sheet and income statement approach and to evaluate whether either approach results in quantifying an error that is material in light of relevant quantitative and qualitative factors. SAB No. 108 is effective for periods ending after November 15, 2006. The adoption of SAB No. 108 did not have a material effect on its consolidated financial statements.

ITEM 7A.

Earth Day 2009 Set as Launch Date for Ethos’ ecoMates(TM) Distribution Network

Company Commences New Product Production

and Prepares for Grassroots Green Movement

SAN DIEGO, CA–(MARKET WIRE)–Apr 15, 2009 — Ethos Environmental, Inc. (OTC BB:ETEV.OB - News), a San Diego-based company, sets Earth Day, April 22, 2009 at 5 PM PDT as the pre-launch of its distribution network, ecoMates(TM).

The mission of ecoMates(TM) is to create the largest grassroots green movement by increasing people’s awareness of the Company’s proprietary cost-effective green solutions.

ecoMates(TM) will initially market the Company’s new and improved flagship product, EthosFR+, an environmentally friendly fuel additive, and EthosFR Oil Treatment. Our new proprietary fuel blend, Ethos FR+, has shown dramatic improvement in lowering tailpipe emissions, restoring lost horsepower, improving fuel economy, and reducing engine friction and heat.

The Company invites all of its shareholders, distributors, and any interested party to the factory for a “tailpipe” party and the unveiling of the ecoMates(TM) business model, new websites, product packaging, online presentations, and eco-friendly streaming video web tools for making online presentations. The event will be held at the Company headquarters located at 6800 Gateway Park, San Diego, CA 92154 beginning at 5 PM PDT. Refreshments will be provided.

CEO Corey P. Schlossmann said, “We’ve just completed a painstaking turnaround process in which we had to virtually suspend sales to restructure the company while we reengineered our products, secured independent testing, and attracted mission critical partners and key vendors.

“We’re very excited to close the door on this challenging phase of the company’s life and concentrate on executing the ecoMates(TM) mission, ramping sales volume, and increasing shareholder value,” Schlossmann said.

About Ethos Environmental, Inc.

Ethos Environmental, Inc. (OTC BB:ETEV.OB - News), a San Diego-based corporation, is the manufacturer of award-winning fuel reformulating products that help meet environmental regulations. By using Ethos® family of products, vehicles can increase fuel economies, while reducing harmful emissions. For more information about Ethos Environmental, Inc., visit www.ethosfr.com.

Forward-Looking Statements

Except for statements of historical fact, this news release contains certain “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995, including, without limitation, expectations, beliefs, plans and objectives regarding future activities. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of Ethos Environmental to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include general economic and business conditions, the ability to acquire and develop future assets, the ability to fund operations and changes in consumer and business habits and other factors over which Ethos Environmental, Inc., or any affiliates, has little or no control.

Contact:

     Contact:
     Press Contact:
     Yasmine Rangel
     Ethos Environmental, Inc.
     619-575-6800
     yrangel@ethosfr.com

     Investor Contact:
     Financial Insights
     2082 SE Bristol, Suite 209
     Newport Beach, CA 92660
     888-572-7934

Provision Interactive Scores Digital Media Pioneer Lyle Bunn for Board of Advisors

Digital Signage Strategy Architect to Help Provision

Execute Growth Strategies

CHATSWORTH, CA–(MARKET WIRE)–Apr 15, 2009 — Provision Interactive Technologies, Inc. (”Provision”), a subsidiary of Provision Holding, Inc. (OTC BB:PVHO.OB - News), announced today that digital signage expert Lyle Bunn has joined the company’s Board of Advisors.

Bunn is a highly regarded consultant, advisor and educator for the digital signage and digital out-of-home (DOOH) industries. He has developed numerous media networks in retail, consumer services, hospitality and corporate environments.

“I think Provision and its proprietary technology will help shape the future of the digital signage industry,” said Bunn. “Networks like Provision’s bring unparalleled value to advertisers.”

Bunn was instrumental in bringing digital signage and DOOH perspectives into the broadcasting and consumer electronics industries with presentations at the National Association of Broadcasters Show and the Consumer Electronics Show. He has the distinction of being the only individual named to the Digital Signage Forum’s Digital Signage Top Ten List, honored among such corporations as Thomson, 3M, Clear Channel and Focus Media.

“Lyle has advanced the understanding and application of digital signage in many industries,” said Curt Thornton, president and CEO of Provision. “His vision, valuable strategic knowledge and media management skills will be a dynamic guiding force for our company.”

Bunn is also the principal author of “The new Madison Avenue Diet - The Strategy for Performance-Focused Dynamic Signage Content,” published by Alchemy. He is a member of the Academy Faculty of InfoComm, and is currently writing a series of best practices guides for release this spring.

About Provision Interactive Technologies, Inc.

Provision Interactive Technologies, Inc., a subsidiary of the publicly traded company Provision Holding, Inc. (OTC BB:PVHO.OB - News), is the leading purveyor of intelligent interactive 3D holographic display technologies, software, and integrated solutions for both commercial and consumer focused applications. For more information, please visit Provision at www.provision3Dmedia.com.

Forward-Looking Statements

This press release contains forward-looking statements. Such forward-looking statements are subject to a number of risks, assumptions and uncertainties that could cause the Company’s actual results to differ materially from those projected in such forward-looking statements. These risks, assumptions and uncertainties include: the ability to develop customers and generate revenues; the ability to compete effectively in a rapidly evolving marketplace; the impact of technological change; our ability to protect our intellectual property in the United States and other countries; our ability to raise capital to implement our business plan; and other risks referenced from time to time in the Company’s filings with the Securities and Exchange Commission. Some of the statements that are “forward-looking statements” can be identified by the use of terminology such as “estimates,” “projects,” “plans,” “believes,” “expects,” “anticipates,” or “intends.” We disclaim and do not undertake any obligation to update or revise any forward-looking statements.

Contact:

     CONTACT:
     The Lexicomm Group
     http://www.lexicommgroup.com

     Wendi Tush
     (212) 300-2142
     Email Contact

     Lindsey Gardner
     (212) 300-2132
     Email Contact

Provision Interactive and Intel Join Forces for Promotion and Development of Each Other’s Unique Technologies

Intel Partner Program Opens Market

Opportunities

Around the World

CHATSWORTH, CA–(MARKET WIRE)–Apr 7, 2009 — Provision Interactive Technologies, Inc. (”Provision”), a subsidiary of Provision Holding, Inc. (OTC BB:PVHO.OB - News), announced today that it has partnered with Intel to explore and expand the potential of Provision’s cutting-edge technologies. The agreement will include joint implementation and co-promotion of the Intel products used in Provision’s patented HoloVision(TM) 3D video displays.

As a member of Intel’s Partner Program, Provision can gain preferential positioning in online sales channels, reduce marketing costs, and boost sales with online collateral creation, original sales campaigns, and marketing demo systems.

Provision has just completed a project with Intel for Provision’s HoloPlayer(TM) that was designed around Intel’s Core Duo technology. This design endeavor has produced new, feature-rich, high-speed software that represents a breakthrough HoloVision product.

“Intel helps deliver our solution to market by capturing the attention of customers with creative go-to-market resources,” said Provision CEO Curt Thornton. “We look forward to partnering Provision’s revolutionary technology with Intel’s innovative platforms and solutions.”

In addition, Intel introduced Provision’s HL40D system with Air Touch(TM) into its Developers’ Forum late last year, and has purchased several systems to be deployed throughout Intel’s various divisions.

About Provision Interactive Technologies, Inc.

Provision Interactive Technologies, Inc., a subsidiary of the publicly traded company Provision Holding, Inc. (OTC BB:PVHO.OB - News), is the leading purveyor of intelligent interactive 3D holographic display technologies, software, and integrated solutions for both commercial and consumer focused applications. For more information, please visit Provision at www.provision3Dmedia.com.

Forward-Looking Statements

This press release contains forward-looking statements. Such forward-looking statements are subject to a number of risks, assumptions and uncertainties that could cause the Company’s actual results to differ materially from those projected in such forward-looking statements. These risks, assumptions and uncertainties include: the ability to develop customers and generate revenues; the ability to compete effectively in a rapidly evolving marketplace; the impact of technological change; our ability to protect our intellectual property in the United States and other countries; our ability to raise capital to implement our business plan; and other risks referenced from time to time in the Company’s filings with the Securities and Exchange Commission. Some of the statements that are “forward-looking statements” can be identified by the use of terminology such as “estimates,” “projects,” “plans,” “believes,” “expects,” “anticipates,” or “intends.” We disclaim and do not undertake any obligation to update or revise any forward-looking statements.

Contact:

     CONTACT
     Media Relations:
     The Lexicomm Group
     Lindsey Gardner
     (212) 300-2132
     Email Contact
     Wendi Tush
     (212) 300-2142
     Email Contact

Nationally Recognized, Independent Lab Tests Prove Toxic Emissions Reduced Using Improved EthosFR+

EPA Recognized and CARB Approved Lab Confirms

Increased Horsepower, Improved Fuel Economy,

and Significant Reduction in Harmful Emissions

SAN DIEGO, CA–(MARKET WIRE)–Apr 6, 2009 — Ethos Environmental, Inc. (OTC BB:ETEV.OB - News), a San Diego-based company, is pleased to announce that, through Ethos Scientific LLC, the Company’s research and development division, it has received positive Proof of Concept test results in reducing toxic tailpipe emissions when the company’s new and improved flagship product, EthosFR+, a liquid fuel catalyst, is added to fuel.

The new and improved blend was tested by the California Environmental Engineering Laboratory, Center for Environmental Research in Santa Ana, California in March. The CEE is Environmental Protection Agency recognized and California Air Resources Board (CARB) certified.

The Company’s new formula contains compounds not present in the original blend. Ethos’ new Scientific Advisory Board recommended the addition of this proprietary ingredient to dramatically bolster the products’ performance in gas and diesel engines.

The tests were run on a Cummins QSM-11 400 HP heavy duty diesel engine in accordance with Federal Regulations. The successful tests were conducted on a heavy duty engine dynamometer. Two tests were completed; one initially without the EthosFR+ fuel catalyst to establish a baseline average for tailpipe emissions, horsepower and fuel economy. The second test included the addition of EthosFR+ in the engine. The results of this test were compared to the baseline.

Analysis of the tests indicated a significant reduction of measured tailpipe emissions for Hydrocarbons, Carbon Monoxide, Nitrous Oxide, and Particulate Matter. A marked improvement in horsepower and fuel economy was also noted.

According to CEE Research Director Joe Jones, the results were “surprising” and Ethos FR+ outperformed other additives that the CEE has tested in the past. “The results using the Ethos product showed significant improvement in lowering the tailpipe emissions and improving fuel economy,” Jones said.

“The test results from an EPA recognized and CARB certified laboratory verifies with a high level of confidence the validity of EthosFR+ and its high probability for continual improvement in engines with constant use,” said Corey P. Schlossmann, Ethos Environmental, Inc.’s CEO. “As a result of the conclusive ‘Proof of Concept’ test, we are now beginning production of the new EthosFR+ for release into our expanding global distribution network.”

[To read the complete ‘Proof of Concept’ Executive Summary or to watch a video of what Research Director Joe Jones said, click here.]

About Ethos Environmental, Inc.

Ethos Environmental, Inc. (OTCBB: ETEV), a San Diego-based corporation, is the manufacturer of award-winning fuel reformulating products that help industries meet environmental regulations and relieve skyrocketing fuel costs. By using Ethos FR®, commercial vehicles can increase fuel economies, while reducing harmful emissions. For more information about Ethos Environmental, Inc., visit www.ethosfr.com.

Forward-Looking Statements

Except for statements of historical fact, this news release contains certain “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995, including, without limitation, expectations, beliefs, plans and objectives regarding future activities. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of Ethos Environmental to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include general economic and business conditions, the ability to acquire and develop future assets, the ability to fund operations and changes in consumer and business habits and other factors over which Ethos Environmental, Inc., or any affiliates, has little or no control.

Contact:

     Contact:
     Press Contact:
     Yasmine Rangel
     Ethos Environmental, Inc.
     619-575-6800
     yrangel@ethosfr.com

     Investor Contact:
     Financial Insights
     2082 SE Bristol, Suite 209
     Newport Beach, CA 92660
     888-572-7934

Provision Interactive Announces New Patents

Provision’s Intellectual Property Assets Get aPowerful Boost in Global Protection

CHATSWORTH, CA–(MARKET WIRE)–Mar 31, 2009 — Provision Interactive Technologies, Inc. (”Provision”), a subsidiary of Provision Holding, Inc. (OTC BB:PVHO.OB - News), announced today that several pending patents on its revolutionary technology have been allowed and issued. The new patents boost Provision’s intellectual property protection in the U.S. and in China. Additionally, Provision has filed six new patent applications in Europe.

Provision received a new Notice of Allowance by the U.S. Patent & Trademark Office for its 3D holographic product known as “HoloVision.” This patent for its Real Image Projection Device covers the proprietary use of a plastic optic for improving image quality and reducing costs.

“The new patent and its claims allow us to expand our powerful portfolio of products,” said Curt Thornton, president and CEO of Provision. “The new products, well into development, represent important new market channels for Provision.”

In addition, the Company has received four Notices of Allowance for Utility Model patents from the State Intellectual Property Office of the People’s Republic of China.

“China clearly represents a huge opportunity for us, and we want to be ready when we go there. These four patents will protect Provision and its product line as China continues to develop the integrity of its intellectual property legal system,” said Thornton.

Provision has several other International (PCT) Patent Applications pending, and has just filed six additional patents in Europe. Thornton expects Europe to be as big a market for Provision as the U.S., and has taken these aggressive steps to protect the Company, its distributors and customers worldwide.

About Provision Interactive Technologies, Inc.

Provision Interactive Technologies, Inc., a subsidiary of the publicly traded company Provision Holding, Inc. (OTC BB:PVHO.OB - News), is the leading purveyor of intelligent interactive 3D holographic display technologies, software, and integrated solutions for both commercial and consumer focused applications. For more information, please visit Provision at www.provision.tv.

Forward-Looking Statements

This press release contains forward-looking statements. Such forward-looking statements are subject to a number of risks, assumptions and uncertainties that could cause the Company’s actual results to differ materially from those projected in such forward-looking statements. These risks, assumptions and uncertainties include: the ability to develop customers and market expertise; the ability to compete effectively in a rapidly evolving marketplace; the impact of technological change; our ability to protect our intellectual property in the United States and other countries; our ability to raise capital to implement our business plan; and other risks referenced from time to time in our filings with the Securities and Exchange Commission. Some of the statements that are “forward-looking statements” can be identified by the use of terminology such as “estimates,” “projects,” “plans,” “believes,” “expects,” “anticipates,” or “intends.” We disclaim and do not undertake any obligation to update or revise any forward-looking statements.

Contact:

     CONTACT
     Media Relations:
     The Lexicomm Group
     Lindsey Gardner
     (212) 300-2132
     Email Contact

     Wendi Tush
     (212) 300-2142
     Email Contact

Form 10-Q/A for ETHOS ENVIRONMENTAL, INC.

Quarterly Report
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION This discussion and analysis should be read in conjunction with the accompanying Financial Statements and related notes. Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of any contingent liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. On an on-going basis we review our estimates and assumptions. Our estimates are based on our historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results are likely to differ from those estimates under different assumptions or conditions, but we do not believe such differences will materially affect our financial position or results of operations. Our critical accounting policies, the policies we believe are most important to the presentation of our financial statements and require the most difficult, subjective and complex judgments, are outlined below in ”Critical Accounting Policies,” and have not changed significantly.

In addition, certain statements made in this report may constitute “forward-looking statements”. These forward-looking statements involve known or unknown risks, uncertainties and other factors that may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Specifically, 1) our ability to obtain necessary regulatory approvals for our products; and 2) our ability to increase revenues and operating income, is dependent upon our ability to develop and sell our products, general economic conditions, and other factors. You can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continues” or the negative of these terms or other comparable terminology. 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.

Overview

The mission of Ethos Environmental is to be recognized as the industry standard for high quality, non-toxic cleaning and lubricating products that increase fuel mileage and reduce these ecologically damaging emissions from vehicles, and at a price everyone can afford. The goal of the company is to make the world a better place, “one gallon at a time”. According to the Environmental Protection Agency (EPA), “The burning of fuels releases carbon dioxide (CO2) into the atmosphere and contributes to climate change [Global Warming], but these emissions can be reduced by improving your car’s fuel efficiency.” Air pollution caused by cars, trucks and other vehicles burning petroleum-based fuels is one of the most harmful and ubiquitous environmental problems. Furthermore, local accumulation in heavy traffic is the greatest source of community ambient exposure, largely because carbon monoxide is formed by incomplete combustion of carbon containing fuels.

Ethos Environmental manufactures and distributes a unique line of fuel reformulators that contain a blend of low and high molecular weight esters. The product adds cleaning and lubrication qualities to any type of fuel or motor oil. The overall benefits are increased fuel mileage, reduced emissions and reduced maintenance costs as the product allows engines to perform cooler, smoother and with more vigor.

Esters

In the simplest terms, esters can be defined as the reaction products of acids and alcohols. Thousands of different kinds of esters are commercially produced for a broad range of applications. Within the realm of synthetic lubrication, a relatively small substantial family of esters have been found to be very useful in severe environment applications.

Esters as lubricants have already captured certain niches in the industrial market such as reciprocating air compressors and high temperature industrial oven chain lubricants. When one focuses on high temperature extremes and their telltale signs such as smoking, wear, and deposits, the potential applications for the problem solving ester lubricants are virtually endless.

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

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Lubricity: Polarity also causes the ester molecules to be attracted to positively charged metal surfaces. As a result, the molecules tend to line up on the metal surface creating a film which requires additional energy (load) to penetrate. The result is a stronger film which translates into higher lubricity and lower energy consumption on lubricant applications.

Detergency/Dispersency: The polar nature of esters also makes them good solvents and dispersants. This allows the esters to solubilize or disperse oil degradation by-products which might otherwise be deposited as varnish or sludge, and translates into cleaner operation and improved additive solubility in the final lubricant.

Biodegradability: While stable against oxidative and thermal breakdown, the ester linkage provides a vulnerable site for microbes to begin their work of biodegrading the ester molecule. This translates into very high biodegradability rates for ester lubricants and allows more environmentally friendly products to be formulated.

Ethos Environmental manufactures and distributes Ethos FR, a unique combination of high-quality, non-toxic, specially designed esters that uses only the elements of carbon, hydrogen and oxygen. It significantly reduces emissions, fuel consumption, and engine maintenance costs. Ethos FR provides an immediate, cost-effective strategy for fighting air pollution caused by fossil fuels and the internal combustion engine. This combination of low molecular cleaning esters and the high molecular lubricating esters, reformulates any fuel whether it’s gasoline, diesel, methanol, ethanol, LNG, compressed natural gas or bio-diesel. When blended with fuels, Ethos FR reduces the emissions of hydrocarbons (HC), nitrogen oxides (NOx), carbon monoxide (CO), particulate matter (PM) and other harmful products of combustion. Yet, the emission of O2 is significantly increased. An EPA registered laboratory, confirms that Ethos FR is 99.99976% clean upon ignition and ashless upon combustion. Ethos FR is free of carcinogens.

Ethos FR is a multi-functional fuel reformulator. It is designed for use in all fuels to increase power and mileage, dissolve gums and varnishes, lubricate upper cylinder components and keep the entire fuel system clean and highly lubricated. It is recommended for use at 1 part in 1280, which is equal to 1 fluid ounce of Ethos FR per 10 gallons of fuel.

                             Typical Specifications
             Tests                          Results
             Viscosity @ 37.8� C,CS         10.39
             Viscosity @ 100� F, SSU        60.2
             Specific Gravity @ 15.6/15.6�C 0.93
             API Gravity, Degrees           26.6
             Flash Point, COC, �C (�F)      149�C (300�F)
             Color and Appearance           Light, bright and clear
             Sediment                       None

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� Customers report on average increases in Miles-Per-Gallon between 7% and 19% Fleet-Wide
� Enhances Engine Performance by Reducing Heat Produced by Friction

Fines and Downtime are Reduced Due To Air Pollution:

� Reduces Toxic Emissions By 30% or More
� Free Of Carcinogens
� Non-Toxic & Non-Hazardous
� Not a Petrochemical
� 99.99976% Ashless upon Combustion

Repairs:

� Improves Combustion
� Cleans Fuel System
� Lubricates Moving Components
� Extends Engine Life by Reducing Friction

How Do Ethos Products Work?

Ethos products reformulate any fuel, resulting in two important benefits. The first benefit is the added lubricity to the engine. The second is adding cleansing properties to the fuel. All of the internal components benefit from the cleansing and lubricating action including the fuel lines, filters, carburetors, spark plugs and injectors. Ethos also conditions the engine seals, keeping them tighter for a longer period of time. A cleaner, more lubricated engine runs smoother, requires less maintenance and reduces engine heat significantly, thereby returning horsepower closer to the manufacturer’s specifications. Ethos removes carbon deposits that cause fuel to combust incompletely, resulting in wasted fuel that creates toxic emissions. The combination of cleaning and lubricating esters in our products stabilize the fuel without changing its specifications.

In Ethos FR�, for example, a group of low molecular weight esters clean the dirty deposits formed by fuels and the combustion process. These deposits lower performance of an engine making it less fuel-efficient. Causing it to exhaust raw fuel, which is the primary contributor to pollution. A group of high molecular weight esters lubricate the engine surfaces as the fuel runs through it. Their molecular structure is small enough to penetrate the metal and form a lubricating layer between surfaces. This process allows the moving components of an engine to operate smoother and with less power-robbing friction and heat.

The primary task for the Company is to distinguish itself as an industry leader in the reduction of fuel costs and emission problems at a profit gain to the commercial user. Part of the challenge before us is to differentiate Ethos products from two types of products in this industry, additives - that are purported to increase fuel mileage and oxygenates - which are mandated to lower emissions. Both additives and oxygenates provide short-term benefits at the price of long-term engine or environmental problems.

Additives contain highly refined petrochemicals or compressed hydrocarbons that promise better fuel mileage and sometimes lower emissions, by “cleaning” the engine. Used mainly by individual consumers, they are expensive and commonly sold at the auto parts and retail stores. More than five thousand EPA-registered fuel additives compete in the retail market and although the EPA requires that such products be registered, that registration constitutes neither endorsement nor validation of the product’s claims.

Oxygenates, such as methyl tertiary butyl ether (MTBE) and Ethanol, are intended to lower emissions by adding oxygen to the fuel. Ethos FR� products actually complement federally mandated oxygenates by lowering emissions, but as mentioned earlier, Ethos FR� is not an oxygenate and cannot be used for the purpose of complying with current language federal legislation.

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Both E85 and biodiesel, such as B5, are alternative measures currently being considered for use by the federal government. However, these alternative measures rely entirely on agricultural resources such as corn, barley, wheat and vegetable oils. Realistically, the agricultural sector of the economy cannot hope to produce sufficient quantities of these products to cause an appreciable effect on global warming. This is a problem not facing Ethos as the product is readily available and continuously produced at a lower price.

While the debate on emissions reduction solutions continues, Ethos Environmental is making a difference in cleaning the air today while reducing fuel costs to its customers. Extensive road tests by our customers that use Ethos FR� have shown that commercial fleets, on average, increase fuel mileage between 7% and 19% and reduce emissions by more than 30%. Ethos FR� is non-toxic, non-hazardous and works with any fuel used in cars, trucks, buses, RV’s, ships, trains and generators.

The overall result is that Ethos FR� makes engines combust fuel more efficiently. When an engine uses each measure of fuel to the maximum degree possible, it has two very important benefits. It reduces fuel consumption and reduces non-combusted residues that an engine expels in the form of exhaust emissions such as hydrocarbons, nitrogen oxides, carbon monoxide, particulate matter and other harmful products of combustion. Unused fuel is saved in the fuel tank, waiting to be used efficiently by the engine, instead of exhausted in the form of toxic emissions. Ethos FR� reduces emissions without adding any of its own components to the exhaust since it is 99.99976% ash-less upon combustion, and free of carcinogenic compounds.

Ethos Environmental is also at the forefront in the development of new blending methods and is positioned to become an industry leader with new products currently under development.

Our Corporate History

We were originally incorporated under the laws of the State of Idaho on January 19, 1926 under the name of Omo Mining and Leasing Corporation. The Company was renamed Omo Mines Corporation on January 19, 1929. The name was changed again on November 14, 1936 to Kaslo Mines Corporation and finally Victor Industries, Inc. on December 24, 1977.

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

Reverse Acquisition of Ethos

On November 2, 2006, as part of a two-step reverse merger, the Company merged with and into Victor Nevada, Inc. a newly incorporated entity for the purpose of redomiciling under the laws of the State of Nevada. Concurrently therewith, we completed the merger transaction with Ethos Environmental, Inc., a privately held Nevada corporation (”Ethos”). The Company was the surviving entity, and changed its name to Ethos Environmental, Inc. to more accurately reflect its new direction and business model.

Additional Corporate History

On April 20, 2006, Victor Industries, Inc., with the approval of its Board of Directors, executed an Agreement and Plan of Merger with San Diego, CA based Ethos Environmental, Inc., a Nevada corporation.

At a meeting of the shareholders of the Company held on October 30, 2006, a majority of shareholders voted in favor of the merger. On November 2, 2006, the merger was consummated. As part of the merger, the Company redomiciled to Nevada, and changed its name to Ethos Environmental, Inc. In addition thereto, and as part of the merger, the Company set a record date of November 16, 2006 for a reverse stock split of 1 for 1,200.

The merger provides for a business combination transaction by means of a merger of Ethos with and into the Company, with the Company as the corporation surviving the merger. Under the terms of the merger, the Company acquired all issued and outstanding shares of Ethos in exchange for 17,718,187 shares of common stock of the Company. Shares of Company common stock, representing an estimated 97% of the total issued and outstanding shares of Company common stock, was issued to the Ethos stockholders. Ethos shareholders were able to exchange their shares beginning on or after November 16, 2006, the record date set for the reverse stock split.

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The merger was intended to qualify as a reorganization within the meaning of
Section 368(a) of the Internal Revenue Code and no gain or loss will be recognized by the Company as a result of the merger.

The merger is accounted for under the purchase method of accounting as a reverse acquisition in accordance with U.S. generally accepted accounting principles for accounting and financial reporting purposes. Under this method of accounting, Ethos is treated as the “accounting acquirer” for financial reporting purposes. In accordance with guidance applicable to these circumstances, the merger was considered to be a capital transaction in substance. Accordingly, for accounting purposes, the merger was treated as the equivalent of Ethos issuing stock for the net monetary assets of the Company. The net monetary assets of the Company have been stated at their fair value.

In connection with the merger, Lana Pope and Dave Boulter voluntarily resigned from the board of directors of the Company on November 3, 2006.

Following such resignations, as a result of the merger, three persons became the Company’s board of directors: Enrique de Vilmorin, President, Chief Executive Officer, and Director, Jose Manuel Escobedo, Director and Secretary, and Luis Willars, Director and Treasurer.

A summary of the merger follows:

� The Company was the surviving legal corporation,
� The Company acquired all issued and outstanding shares of Ethos in exchange for 17,718,187 shares of common stock of the Company. Shares of Company common stock, representing an estimated 97% of the total issued and outstanding shares of Company common stock, was issued to the Ethos stockholders,

� The shareholders of the Company received pro rata for their shares of common stock of Ethos, 17,718,187 shares of common stock of the Company in the merger, and all shares of capital stock of Ethos were cancelled,
� The officers and directors of Ethos became the officers and directors of the Company,

� The name of Victor Industries, Inc. was changed to “Ethos Environmental, Inc.”, and
� Ethos requested a new symbol for trading on the Over the Counter Bulletin Board (”OTCBB”), which also reflects the reverse stock split of 1 for 1,200, the new symbol of the Company is “ETEV.”

Ethos FR� has been proven through many thousands of miles of on-the-road testing. On average, customers report that they have achieved a 7% to 19% increase in fuel mileage, and more than a 30% reduction in emissions.

Ethos seeks both a cleaner environment and economic success. The Company’s approach is to sell Ethos FR� “one gallon at a time”, earning the trust and loyalty of each customer by providing products that perform as promised and make a positive difference in the world.

Products

Ethos manufactures a unique line of fuel reformulators that contain a blend of low and high molecular weight esters. Ethos products add cleaning and lubricating qualities to any type of fuel or motor oil, allowing engines to perform cooler, smoother and with more vigor. The overall benefits are increased fuel mileage, reduced emissions, and reduced maintenance costs.

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Ethos products reduce fuel emissions, benefiting the environment in two notable ways:

1. Customers report that the use of Ethos products reduce engine exhaust emissions by 30% or more, including measurable reductions in the emission of hydrocarbons (HC), nitrogen oxides (Nox), and carbon monoxide (CO). All of these emissions are highly toxic and detrimental to the environment.

2. Ethos products reduce emissions of particulate matter, especially in diesel-powered engines. Diesel fuel is commonly dirty and maintaining a diesel engine in the prime condition necessary to reduce emissions is both expensive and time-consuming. As a result, diesel engines are a constant source of air contaminants. In most industrialized countries, including the U.S., diesel engines are one of the largest sources of air pollution. When Ethos products are added to diesel fuel, the engine runs cleaner, smoother and cooler - significantly reducing sooty exhaust. Engines treated with Ethos run with less friction, heat and noise. Fuel and lubricating systems, filters, tanks, and injectors last longer, reducing maintenance costs.

Ethos has two products, Ethos FR� and Ethos Bunker Fuel Conditioner (”Ethos BFC”). There are two esters used in each product, a light ester and a heavy ester. For the Ethos FR�, we obtain the esters from major suppliers. The mineral oil used in the Ethos FR� is obtained, primarily, from major suppliers.

Ethos FR� can be used in any fuel. Ethos BFC is used for Bunker Fuel, which is used in external combustion engines.

Ethos products provide risk-free benefits with an economic gain to the client. To date, most customers have reported, either verbally or in writing, that they experienced a monetary gain on fuel savings, with all stating that they experienced an average improvement in mileage per gallon between 7% and 19%, depending on the fuel (gasoline or diesel), the vehicle used, and the individual driver’s practices and driving traits.

Trademarks

We own the following trademark(s) used in this document (which is registered with the United States Patent and Trademark Office under Registration Number 3,015,561): Ethos FR�. Trademark rights are perpetual provided that we continue to keep the mark in use. We consider these marks, and the associated name recognition, to be valuable to our business.

Air Quality Standards

It is believed that with the increased worldwide focus on the greenhouse effects of petroleum products, the ability of Ethos to reduce emissions by 30% can only increase the Company’s market presence. Political and media pressures are causing more people to become concerned about our environment and the effects of global warming. Most researchers had anticipated the complete disappearance of the Arctic ice pack during the summer months would not happen until after the year 2070, but now believe it could happen as early as 2030.

Ethos Environmental began the manufacturing and marketing of Ethos products after ten years of successful product testing. During the early years, widespread public environmental concerns were only beginning to surface. Air quality standards were non-existent and fuel costs were low, making penetration of the market an uphill battle.

In recent years most of the improvements in air quality have come through advancements in engine technologies. Through catalytic converters and computer controlled air and fuel injection systems, engineers have designed cars that use fuel much more efficiently and pollute far less than ever before. But as new engine technologies have reached their limits, the government has turned its attention to the oil companies to produce cleaner-burning fuels.

The approach of Ethos Environmental is to sell our products “one gallon at a time”, earning the respect and trust of each user. Over the past decade, our products have gone though extensive miles of road tests, with all such testing verifying the ability of our products to significantly reduce emissions while improving gas mileage. Now, at a time of skyrocketing fuel costs, the value of Ethos products is paying off for a long list of domestic customers and a growing contingent of international clients.

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Air pollution caused by cars, trucks and other vehicles burning petroleum-based fuels is one of the most harmful and ubiquitous environmental problems. Furthermore, local accumulation in heavy traffic is the greatest source of community ambient exposure, largely because carbon monoxide is formed by incomplete combustion of carbon containing fuels.

Diesel exhaust is a major contributor of particulate matter concentrations. Representing only 2 percent of the vehicles on the road, diesel powered vehicles generate more than half of the particulates and nearly a third of the nitrogen oxides in the air, according to a study by the California Air Resources Board. Air pollution monitoring efforts by the American Lung Association indicate that diesel accounts for 70% of the cancer risk. Furthermore, pioneers in the study of global warming factors have come to believe that particulate matter, such as that emitted by diesel engines, plays a far more critical role in the development of the “greenhouse effect” than previously suspected.

To combat this problem the U.S. Environmental Protection Agency developed a two-step plan to significantly reduce pollution from new diesel engines. (New Emission Standards for Heavy-Duty Diesel Engines Used In Trucks and Buses) (October 1997, EPA 420-F-97-016). The first step set new emissions standards for . . .