UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of The Securities Exchange Act of 1934

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~earliest event reported) August 21 2012

RVPLUS, INC.

Date of Report (Date of earliest event reported): May 4, 2012

RVPLUS, INC.

(Exact name of registrant as specified in its charter)

Delaware		333-168768		27-1986126
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

~~4278~~2500 S.Plaza ~~Chegwidden~~5, ~~Lane~~25th Floor

~~Taylorsville,~~Harborside ~~Utah~~Financial ~~84123 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (801) 674-3757 (Former name or former address, if changed since last report)~~Center

Jersey City, New Jersey, 07311


(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (201) 815-2220

(Former name or former address, if changed since last report.)

100 Congress Avenue

Suite 2000

Austin, Texas 78701

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule ~~14a~~1 4a- 12 under the Exchange Act (17 CFR 240.~~14a~~1 4a- 12)

o Pre-commencement communications pursuant to Rule ~~14d~~1 4d-2(b) under the Exchange Act (17 CFR 240.~~14d~~1 4d-2(b))

o Pre-commencement communications pursuant to Rule ~~13e~~1 3e-4(c) under the Exchange Act (17 CFR 240.~~13e~~1 3e-4(c))

Entry into Material Definitive Agreement and Change of Company Address

Section 1 - Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

~~Stock~~On August 20, 2012, RVPLUS, Inc. doing business as ECCO2 Tech Dot Com (“RVPL”) entered into a 10-year Purchase and Sale Agreement (“Agreement”) for a total of $1.8 billion (USD) with the MINISTRY OF ENVIRONMENT FOR KATSINA STATE WITHIN THE FEDERAL REPUBLIC OF NIGERIA for the project deployment of the ECCO2 Civil Society Network Programme for Nigeria ("Programme") with a monthly payment schedule for first twelve months of pro forma invoices to total the amount of $250 million (USD) and the remaining balance of $1.55 billion to split into monthly pro forma invoices over the remaining nine year duration following the first year of the Agreement. RVPL will supply Programme with energy efficiency and renewable energy products and services as specified in Section 1.1 of the Memorandum of Understanding by all parties, collectively that are referred to as ECCO2 Civil Society Network Programme for Nigeria. Such description is qualified in its entirety by reference to the complete terms and conditions for the Exhibit A of the Purchase and Sale Agreement within the Memorandum of Understanding signed and accepted by all parties, collectively that are referred to as ECCO2 Civil Society Network Programme for Nigeria, a copy of which is included herewith as Exhibit 10.1 to this Report and incorporated herein by reference.

OnItem ~~May 4, 2012, RVPlus, Inc~~2.02 ~~(the~~Results “Company”) and Christopher M. Day, the Company’s Chief Executive Officer and Director (the “Seller”) signed a purchase agreement (the “Stock Purchase Agreement”) with KPD Partners LLC (the “Purchaser”), whereby the Purchaser purchased 5,000,000 shares of ~~the~~Operations ~~Company’s common stock, representing 53.3% of the issued~~ and ~~outstanding~~Financial ~~common shares of the Company, for $300,000 (the “Purchase Price”) The Purchase Price was transferred to the Sellers on May 4, 2012 (the “Closing Date”)~~Condition.

~~Licensing~~The ~~Agreement~~Company recently filed a Form-10K, annual report on August 13, 2012. The Company has relocated primary office from Austin, Texas to a rental office space in Jersey City New Jersey, in efforts to be closer to United Nations headquarters in New York City and legal, accounting, banking, production, logistical partners that the Company does business with on a regular basis.

OnThe ~~May~~Company 4,continues ~~2012,~~to ~~the~~operate ~~Company~~as ~~entered~~a ~~into~~partner aand ~~Licensing~~supplier ~~Agreement~~for ~~with~~American ~~DBS~~made ~~Distributors,~~products ~~Inc.,~~that ~~ECCO2~~reduce ~~Corp.~~energy ~~(“ECCO2”),~~consumption and ~~Cary~~carbon ~~Lee~~emissions ~~Peterson~~in ~~(DBS~~facilities ~~Distributors, ECCO2,~~ and ~~Cary~~transportation. ~~Lee~~These ~~Peterson~~operations ~~collectively~~include ~~referred~~projects tofor asclimate ~~“the Licensor”)~~change, ~~whereby~~social ~~the~~affairs, ~~Company~~and ~~acquired~~economic adevelopment ~~license~~with toRVPlus’ ~~use~~sister ~~certain~~company, ~~trademarks and websites owned by~~ ECCO2 ~~(the~~Corp, ~~“Licensing~~an ~~Agreement”).~~admitted ~~The~~NGO ~~Licensing Agreement shall remain in effect~~ for asUnited ~~long~~Nations asDepartment ~~the Company continuously uses the license and complies with the terms~~ of ~~the~~Social ~~Licensing Agreement~~Affairs.

As consideration for the license, the Company has agreed to issue the Licensor eighty million (80,000,000) shares of common stock, as well as a warrant entitling the Licensor to purchase up to eight million (8,000,000) shares of a yet to be designated series of preferred stock, at an exercise price of $0.25 per share. In addition, the Licensor reserves the right to demand a royalty payment of three percent (3%) on all net profits from product and service sales relating to the license, with such payment to be made quarterly by method of cash, common stock, and/or stock options from Licensee.

Item 3.02 Unregistered Sales of Equity Securities.

Reference is made to the disclosure set forth under Items 1.01 of this Report, which disclosure is incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

Reference is made to the disclosure set forth under Items 1.01 and 5.02 of this Report, which disclosure is incorporated herein by reference.

Form 10 Disclosure

The Company was a “shell company” (as such term is defined in Rule 12b-2 under the Exchange Act immediately before the change of control and remains one after as well, as the business of the Company is remaining the same. Pursuant to the requirements of Item 5.01(a)(8) of Form 8-K, the Company would be required to file a general form for registration of securities on Form 10 under the Exchange Act with respect to its common stock (which is the only class of the Company’s securities subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act upon acquiring the Claims). The information required by Form 10 is not included herein, and is incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2011, filed with the U.S. Securities and Exchange Commission (the “Commission”) on July 29, 2011 and the Company’s Form S-1/A filed with the Commission on November 12, 2010.

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

Concurrently with the closing of the Stock Purchase Agreement, Christopher M. Day submitted to the Company a resignation letter pursuant to which he resigned from his positions as the Company’s President, CEO, CFO and Director of the Company. Additionally, concurrently with the closing of the Stock Purchase Agreement, Jeff Lynd submitted to the Company a resignation letter pursuant to which he resigned from his positions as the Company’s Treasurer and Secretary.

The Company’s Board of Directors (the “Board”) appointed Cary Lee Peterson to serve as our Chief Executive Officer and as our sole director, as well as appointed James Bledsoe to serve as our Chief Operating Officer, effective immediately at the closing of the Stock Purchase Agreement.

Cary Lee Peterson is formerly an account executive for the Star Tribune, a subsidiary of Cowles Media (acquired by McClatchy Publishing in 1999) and later worked as an account manager for Conseco Finance (2002). In 2003, Mr. Peterson worked as regional account manager for Unique Screen Media (a subsidiary of Cinedigm). Mr. Peterson has over ten years experience in financial services and business finance, working as a consultant and financial advisor for asset management, venture capital, investment banking, franchising, and private equity investments that specialized in wealth management, international banking, and asset protection.

Mr. Peterson served as consultant and adviser to various investment project developments (e.g.; franchise acquisitions and reverse mergers), and logistical operations management for import/export clients. Cary attended MCTC and National American University, majoring in computer science and a minor in economics.

Mr. Peterson was nominated as a delegate for the United Nations Framework for Convention Climate Control (UNFCCC) in September 2010 and currently is a board director for the Center for Climate Change and Environmental Studies, an observer organization that is an affiliate partner of the United Nations Environment Programme, the United Nations Development Programme, United Nations Framework for Convention Climate Control, and the World Meteorological Organization.

Mr. Peterson is currently President-Chairman of the board for DBS Distributors, in addition to President-Chairman for ECCO2 Corp and ECCO2 Haiti Foundation, the not-for-profit sister companies of DBS Distributors that handles consulting, project development and fulfillment for carbon industries and economic development and is an admitted non-governmental organization for United Nations Department of Economic Social Affairs .

James (Jim) Bledsoe Jim Bledsoe spent 20 years in progressively increasing roles at FedEx, starting as a part time hourly employee while in college and promoting through the ranks to managing director. In 1995, he was recruited to run one of the early pioneers in online commerce, Shoppers Express, a company that created the market for online ordering and delivery of groceries and pharmaceuticals. Jim later worked as vice president of operations for the Mid- Atlantic regions, Pulte Homes, the US’s largest residential homebuilder ($8 billion in revenue, 38,000 homes per year). In addition to P&L, his responsibilities included strategic marketing, supply chain/leveraged purchasing, product development (architecture), business systems, process improvement and customer satisfaction. His involvement in architecting the company’s Top Gun and Homeowner for Life programs led to many markets taking top prize in the annual JD Power evaluations. Since 2000, Jim has done consulting work, become COO of two companies, launching an innovative “green build” company, HercuBuild Incorporated. He has been chairman of the board for March of Dimes and has been actively involved in fund-raising committees for the ALS Association. Mr. Bledsoe coaches and mentors college students and professionals seeking career navigation. Jim graduated from Memphis State University with a bachelor’s degree in business administration, majoring in accounting.

Family Relationships

There are no family relationships between any of the Company’s directors or officers.

Related Party Transactions

There are no related party transactions reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K.

Employment Agreement

The Company has not entered into any employment agreements with any of its officers.

Item 9.01 Financial Statements and Exhibits.

~~(d)~~List ~~Exhibits~~below the financial statements, pro forma financial information and exhibits, if any, filed as a part of this report.

~~The~~b) ~~following exhibit is furnished herewith:~~Exhibits

Exhibit Number		Description
10.1		Licensing Agreement between RVPlus, Inc., DBS Distributors, Inc., ECCO2 Corp, and Cary Lee Peterson dated May 4, 2012.

10.1*

Memorandum of Understanding signed and accepted by all parties, collectively referred to as ECCO2 Civil Society Network Programme for Nigeria, including Exhibit A - Purchase & Sale Agreement by and between RVPLUS, Inc. and the MINISTRY OF ENVIRONMENT FOR KATSINA STATE WITHIN THE FEDERAL REPUBLIC OF NIGERIA date July 31, 2012 and affective August 20, 2012.

* Incorporated by reference herein

FORWARD-LOOKING STATEMENTS:

This Current Report on Form 8-K contains forward-looking statements about RVPLUS’ business affairs with a foreign government agency. These statements involve risks and uncertainties, and actual results may differ materially from RVPLUS’ expectations. The potential risks and uncertainties that could cause actual results to differ from the results predicted include, among others, whether RVPLUS’ will be able to complete and fulfill actions specified within agreements with affiliated parties. Other risks and uncertainties that can affect RVPLUS’ performance are included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Annual Report on Form 10-K for the year ended April, 30 2012 which are on file with the Securities and Exchange Commission (SEC) and are available on the SEC’s website at www.sec.gov and on RVPLUS' Company Website http://www.ecco2tech.com/investors.html. All information provided in this Current Report on Form 8-K is as of August 20, 2012, and RVPLUS’ undertakes no duty to update this information unless required by law.

SIGNATURES

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

Dated: May 4, 2012


Dated: August 21, 2012	By:	/s/ Cary Lee Peterson
	Cary Lee Peterson
	Chief Executive Officer
	(Registrant)

RVPLUS, INC. By: /s/ Cary Lee Peterson Cary Lee Peterson Chief Executive Officer

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