UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

~~April~~June 28, 2010

Date of Report (Date of earliest event reported)

ECO2 PLASTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

033-31067

(Commission File Number)

31-1705310

(IRS Employer Identification No.)

1143 CRANE STREET, SUITE 203

MENLO PARK, CA 94025

(415) 829-6000

(Registrant's telephone number, including area code)

Former Address: 5300 Claus Road, Riverbank, CA 95367

Former Telephone Number: (209) 848-3900

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):

[___] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[___] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[___] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[___] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.03 Bankruptcy or Receivership

On June 28, 2010, ECO2 Plastics, Inc. (the “Debtor” or the “Company”) emerged from bankruptcy; having satisfied the conditions of the Disclosure Statement and Plan dated April 21, 2010. The Company obtained the consent of all creditor classes via written ballot and on May 28, 2010, the Bankruptcy Court confirmed the Debtor’s Plan dated April 21, 2010. Consistent with the terms of the Plan, the Effective Date of the Plan was June 28, 2010, upon which date the Company emerged from bankruptcy as a privately held company, and all outstanding shares were canceled and terminated on that date.

As previously reported, the Debtor commenced its bankruptcy case on November 24, 2009, by filing a voluntary petition for relief in the United States Bankruptcy Court, Northern District of California (the “Bankruptcy Court”) under Chapter 11 of Title 11 of the U.S. Bankruptcy Code (the “Code”), case number 09-3702 DM. Parties may contact the Bankruptcy Court directly to review the Court file.

A copy of the Order Confirming the Plan dated April 21, 2010 can be downloaded from the following url: http://eco2plastics.com/images/confirmationdoc.pdf

Item 2.02 Results of Operations and Financial Condition

In accordance with requirements of the Bankruptcy Court under Rule 2015 (6), ECO2 Plastics, Inc. has filed a monthly operating ~~report~~reports for the ~~month~~months of ~~March.~~April Aand ~~copy~~May. Copies of the ~~report~~reports isare attached as Exhibit 99.1 and Exhibit 99.2.

During the period in which the Company is proceeding under Chapter 11, the monthly operating reports will be filed with the Securities and Exchange Commission on a Form 8-K within 15 calendar days after the report is filed with the Bankruptcy Court. The filing of Form 8-K related to the monthly operating reports will be in lieu of the Company’s filing Form 10-K and 10-Q filings until the Company emerges from Chapter 11. The Company still must satisfy all other provisions of the Exchange Act.

OnItem ~~November 24, 2009, ECO2 Plastics, Inc~~5.02 Departure ~~(the “Debtor” or the “Company”) filed a voluntary petition for relief in the United States Bankruptcy Court, Northern District~~ of ~~California~~Directors ~~(the~~or ~~“Bankruptcy~~Principal ~~Court”)~~Officers; ~~under~~Election ~~Chapter 11~~ of ~~Title~~Directors; 11Appointment of ~~the~~Principal UOfficers.~~S. Bankruptcy Code (the “Code”). The Debtor’s Chapter 11 bankruptcy filing was done with the approval of its senior lenders. The case number of the filing is 09-3702 DM.~~

~~Under~~On ~~Chapter~~June 1127, ~~certain~~2010, ~~claims in existence prior to~~ the ~~Debtor’s~~Board ~~filing~~ of the ~~petition~~Company ~~for~~accepted ~~relief under~~ the ~~U.S.~~resignation ~~Bankruptcy~~of ~~Code~~David ~~are~~Buzby ~~stayed~~as ~~while~~a ~~the~~Director ~~Debtor~~and ~~continues~~member ~~business~~of ~~operations~~the asCompany’s ~~a debtor-in-possession~~Board. Mr. ~~The~~Buzby’s ~~Debtor~~resignation isdoes ~~currently~~not inarise ~~control~~from ofany ~~its~~disagreement ~~business~~on asany ~~debtor-in-possession~~matter ~~under~~relating ~~the~~to ~~jurisdiction of~~ the ~~Bankruptcy~~Company’s ~~Court~~operations, ~~and~~policies inor ~~accordance~~practices, ~~with~~or regarding the ~~applicable~~general ~~provisions~~direction of the ~~Code~~Company.

~~However,~~On ~~there~~June ~~can~~27, be2010, nothe ~~assurance~~Board ~~that~~of the ~~Debtor~~Company ~~will~~accepted ~~remain~~the inresignation ~~possession~~ of ~~its~~G. ~~assets~~Thompson ~~and~~Hutton ~~control of its business~~ as ~~debtor-in-possession and that~~ a ~~trustee~~Director ~~will~~and ~~not~~member ~~be appointed to operate the business~~ of the ~~Debtor~~Company’s Board. ~~The~~ Mr. ~~Debtor~~Hutton’s ~~business~~resignation ~~relationships~~does ~~and~~not ~~arrangements,~~arise ~~and~~from ~~its~~any ~~ability~~disagreement toon ~~negotiate~~any ~~future~~matter ~~business~~relating ~~agreements~~to orthe ~~arrangements~~Company’s ~~may be affected negatively by its bankruptcy filing. In addition~~operations, ~~there~~policies ~~can~~or ~~be no assurance that the Debtor will successfully emerge from Chapter 11 protection~~practices, or ~~will~~regarding ~~emerge with~~ the ~~ability~~general todirection ~~continue~~of ~~its business in~~ the ~~same manner in which it operated prior to the bankruptcy filing~~Company.

~~Item~~On 8June 27, 2010, the Board of the Company accepted the resignation of John Moragne as a Director and member of the Company’s Board.~~01 Other~~ Mr. ~~Events~~Moragne’s resignation does not arise from any disagreement on any matter relating to the Company’s operations, policies or practices, or regarding the general direction of the Company.

InOn ~~accordance~~June ~~with~~27, ~~requirements~~2010, the Board of the ~~Bankruptcy~~Company ~~Code,~~accepted ~~ECO2~~the ~~Plastics,~~resignation ~~Inc~~of Rodney S. ~~has~~Rougelot ~~filed~~as a ~~Disclosure~~Director ~~Statement~~ and ~~Plan~~member ~~dated~~of ~~March~~the ~~11,~~Company’s ~~2010,~~Board. Mr. ~~which~~Rougelot’s ~~was~~resignation ~~revised~~does onnot ~~April~~arise ~~14,~~from ~~2010~~any ~~and~~disagreement ~~April~~on ~~21,~~any ~~2010.~~matter ~~The~~relating ~~Bankruptcy~~to ~~Court~~the ~~has~~Company’s ~~approved~~operations, ~~the~~policies ~~form~~or ofpractices, ~~the~~or ~~Disclosure~~regarding ~~Statement~~the ~~and~~general ~~Plan~~direction ~~dated~~of ~~April~~the ~~21, 2010~~Company.

~~Copies~~On ofJune 27, 2010, the ~~Disclosure~~Board ~~Statement~~of ~~and~~the Company accepted the ~~Plan~~resignation ~~may~~of beWilliam ~~obtained~~L. byWhittaker ~~going~~as toa ~~the~~Director ~~Bankruptcy~~and ~~Court~~member ~~website~~of ~~(https://ecf~~the Company’s Board.~~canb~~ Mr.~~uscourts.gov/);~~ ~~going~~Whittaker’s toresignation ~~the~~does ~~ECO2~~not ~~website~~arise ~~(http://eco2plastics.com/press.html),~~from orany ~~contacting~~disagreement ~~ECO2’s~~on ~~counsel~~any atmatter relating to the ~~following~~Company’s ~~email~~operations, ~~address~~policies or practices, ~~and/~~or ~~fax~~regarding ~~number:~~the general direction of the Company.

~~Attn: Pam~~Item ~~Joakimson,~~5.03 Amendments ~~Secretary~~to Articles of Incorporation.

~~Wendel,~~The ~~Rosen~~Company filed an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on June 28, ~~Black~~2010 &consistent ~~Dean~~with ~~LLP~~the terms of the Debtor’s confirmed Plan dated April 21, 2010.

1111 Broadway, 24th Floor, Oakland, CA 94607

Fax: (510) 834-1928

Email: pjoakimson@wendel.com

Shareholders will not receive anything under the terms of the Plan, and their shares, warrants, options, or any other equity interest that they have in ECO2 will be cancelled.

Objections to the Plan must be filed and served by May 21, 2010 at 5:00 p.m. Pacific Standard Time. A status conference will be held on May 26, 2010 at 2:30 at 235 Pine Street, San Francisco, California, 94104, courtroom 22 before the Honorable Dennis Montali, United States Bankruptcy Judge (the Bankruptcy Court) for any objection filed. Parties filing an objection are required to meet and confer with counsel for ECO2 to try to resolve their objections. Parties’ objections may not be considered by the Court if they do not appear at the status conference.

The Honorable Dennis Montali will conduct a hearing to consider the confirmation of the Plan on May 28, 2010, at 11:00 a.m., at the Bankruptcy Court.

Item 9.01 Financial Statements and Exhibits

99.1 Monthly Operating Report dated ~~March~~April 3130, 2010.

99.2 Monthly Operating Report dated May 31, 2010.

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.

ECO2 PLASTICS, INC.

(Registrant)

Date: ~~April~~June 28, 2010

/s/ Rodney S. Rougelot

Rodney S. Rougelot, CEO

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