UNITED STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 
 FORM
10-Q
 
 QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
 SECURITIES
EXCHANGE ACT OF 1934
 
 FOR THE
QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008
 
 Commission
File Number: #033-31067
 
 ECO2 PLASTICS,
INC.
 (Exact
name of small business issuer as specified in its charter)
 
 Delaware
 (State or
other jurisdiction of incorporation or organization)
 
 31-1705310
 (IRS
Employer Identification Number)
 
 680
Second Street, Suite 200
 San
Francisco, CA 94107
 (Address
of principal executive offices)(Zip Code)
 
 (415)
829-6000
 (Registrant's
telephone no., including area code)
 
 Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [ ]
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  Yes [ ] No [X]
 
 The
number of shares of the Company's common stock issued and outstanding on
September 30, 2008 is 549,441,434.
 
 Indicate
by check mark whether the registrant is a large accelerated filer [ ], an
accelerated filer [ ], a non-accelerated filer [ ], or a smaller reporting
company [X].
 
 
 1
 
 
 ECO2 PLASTICS,
INC.
 FORM
10-Q
  TABLE OF
CONTENTS
 PagePART
      I
              
              FINANCIAL
      INFORMATION
              3Item
      1
              
              Financial
      Statements
              3Item
      2
              
              Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
              17Item
      3
              
              Quantitative
      and Qualitative Disclosures About Market Risk
              22Item
      4
              
              Controls
      and Procedures
              23PART
      II
              
              OTHER
      INFORMATION
              24Item
      1
              
              Legal
      Proceedings
              24Item
      1A
              
              Risk
      Factors
              24Item
      2
              
              Unregistered
      Sales of Equity Securities and Use of Proceeds
              26Item
      3
              
              Defaults
      Upon Senior Securities
              26Item
      4
              
              Submission
      of Matters to a Vote of Security Holders
              27Item
      5
              
              Other
      Information
              27Item
      6
              
              Exhibits
              27Signatures
              28
  
 2
 
 
 PART I - FINANCIAL
INFORMATION
 Item
1.    Financial
Statements
  ECO2
      Plastics, Inc.Condensed
      Balance Sheets(in
      thousands, except share and per share data)September
      30,
                
                
                December
      31,2008
                
                
                2007(unaudited)Cash
      and cash equivalents
                
                $
                1,091
                
                
                $
                101Accounts
      receivable, net of allowance of $15 and $48
                
                
                606
                
                
                
                581Inventory
                
                
                330
                
                
                
                475Prepaid
      expenses and other current assets
                
                
                6
                
                
                
                2Total
      current assets
                
                
                2,033
                
                
                
                1,159Property
      and equipment, net
                
                
                9,153
                
                
                
                7,864Deferred
      debt issue costs, net
                
                
                163
                
                
                
                445Other
      assets
                
                
                68
                
                
                
                47Total
      assets
                
                $
                11,417
                
                
                $
                9,515Accounts
      payable
                
                $
                2,337
                
                
                $
                2,900Accounts
      payable to related parties
                
                
                84
                
                
                
                692Accrued
      liabilities
                
                
                838
                
                
                
                645Accrued
      interest on notes payableDue
      to related parties
                
                
                25
                
                
                
                846Due
      to others
                
                
                10
                
                
                
                801Notes
      payable, net of debt discountDue
      to related parties, net of debt discount of $0 and $1,856
                
                
                -
                
                
                
                7,415Due
      to others, net of debt discount of $0 and $2,558
                
                
                -
                
                
                
                5,910Convertible
      notes payable, net of debt discount of $3,526
                
                
                439Current
      portion of note payable to California Integrated Waste Management
      Board
                
                
                207
                
                
                
                200Participation
      Certificates obligations issued prior to 2004
                
                
                354
                
                
                
                354Total
      current liabilities
                
                
                4,294
                
                
                
                19,763Note
      payable to California Integrated Waste Management Board, net of current
      portion
                
                
                1,327
                
                
                
                1,507Total
      liabilities
                
                
                5,621
                
                
                
                21,270Commitments
      and contingencies (Notes 8 and 9)Stockholders'
      equity (deficit)Preferred
      stock, $0.001 par value, 700,000,000 shares authorized,Series
      A convertible, 152,843,414 shares authorized, issued andoutstanding,
      preference in liquidation $4,585
                
                
                153
                
                
                
                -Series
      B-1 convertible, 336,240,040 shares authorized, issuedand
      outstanding, preference in liquidation $6,725
                
                
                336
                
                
                
                -Series
      B-2 convertible, 10,916,546 shares authorized, none issued and
      outstanding
                
                
                -Common
      stock, $0.001 par value, 1,500,000,000 shares authorized,547,061,445
      and 190,920,594 shares issued and outstanding
                
                
                547
                
                
                
                191180,000
      and 7,180,000 shares issuable
                
                
                -
                
                
                
                7Additional
      paid-in capital
                
                
                102,657
                
                
                
                66,843Deferred
      stock-based consulting
                
                
                (11
                )
                
                
                (24
                )Accumulated
      deficit
                
                
                (97,886
                )
                
                
                (78,772
                )Total
      stockholders' equity (deficit)
                
                
                5,796
                
                
                
                (11,755
                )Total
      liabilities and stockholders' equity (deficit)
                
                $
                11,417
                
                
                $
                9,515See
      accompanying notes to condensed financial statements.
 
 3
  ECO2
      Plastics, Inc.Condensed
      Statements of Operations(in
      thousands, except per share data)(unaudited)Three
      months ended September 30,
                
                
                Nine
      months ended September 30,2008
                
                
                2007
                
                
                2008
                
                
                2007(see
      Note 2)Revenue
                
                $
                2,525
                
                
                $
                1,449
                
                
                $
                5,445
                
                
                $
                1,966Cost
      of goods sold
                
                
                1,893
                
                
                
                1,247
                
                
                
                4,852
                
                
                
                1,850Gross
      margin
                
                
                632
                
                
                
                202
                
                
                
                593
                
                
                
                116Operating
      expensesPlant
      operations and technology development
                
                
                2,764
                
                
                
                1,708
                
                
                
                6,588
                
                
                
                4,264General
      and administrative, including share-basedpayments
      of $281 and $1,804 and $1,093 and $3,871
                
                
                1,162
                
                
                
                1,959
                
                
                
                3,563
                
                
                
                6,614Settlement
      expense paid in shares of common stock
                
                
                -
                
                
                
                (60
                )
                
                
                -
                
                
                
                680Total
      operating expenses
                
                
                3,926
                
                
                
                3,607
                
                
                
                10,151
                
                
                
                11,558Loss  from
      operations
                
                
                (3,294
                )
                
                
                (3,405
                )
                
                
                (9,558
                )
                
                
                (11,442
                )Other
      income (expense)Interest
      expense, including amortization of debt discount anddebt
      issue costs of $474 and $4,220 and $5,474 and $10,658
                
                
                (529
                )
                
                
                (4,686
                )
                
                
                (6,098
                )
                
                
                (11,834
                )Excess
      of fair value of common stock issued in exchange foraccounts
      payable, notes and accrued interest payable and warrants
                
                
                -
                
                
                
                -
                
                
                
                (3,458
                )
                
                
                -Total
      other income (expense)
                
                
                (529
                )
                
                
                (4,686
                )
                
                
                (9,556
                )
                
                
                (11,834
                )Loss
      before income taxes
                
                
                (3,823
                )
                
                
                (8,091
                )
                
                
                (19,114
                )
                
                
                (23,276
                )Income
      taxes
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Net
      loss
                
                $
                (3,823
                )
                
                $
                (8,091
                )
                
                $
                (19,114
                )
                
                $
                (23,276
                )Net
      loss per common share, basic and diluted
                
                $
                (0.01
                )
                
                $
                (0.05
                )
                
                $
                (0.04
                )
                
                $
                (0.16
                )Weighted
      average shares used in computingnet
      loss per common share, basic and diluted
                
                
                547,241,445
                
                
                
                156,996,719
                
                
                
                468,175,507
                
                
                
                141,168,000See
      accompanying notes to condensed financial statements.
 
 4
 
 ECO2
      Plastics, Inc.Condensed
      Statement of Changes in Stockholders' Equity (Deficit)For
      the Nine Months Ended September 30, 2008(in
      thousands, except share data)(unaudited)Convertible
      Preferred StockSeries
      A
                
                
                Series
      B-1
                
                
                Common
      stock
                
                Common
      Stock Issuable
                
                
                Additional
      paid-in
                
                
                Deferred
      stock-based
                
                
                AccumulatedShares
                
                
                Amount
                
                
                Shares
                
                
                Amount
                
                
                Shares
                
                
                Amount
                
                Shares
                
                
                Amount
                
                
                capital
                
                
                consulting
                
                
                deficit
                
                
                Total(see
      Note 2)
                
                
                
                
                
                (see
      Note 2)
                
                
                (see
      Note 2)Balance
      at December 31, 2007
                
                
                -
                
                
                $
                -
                
                
                
                -
                
                
                $
                -
                
                
                
                190,920,594
                
                
                $
                191
                
                
                7,180,000
                
                
                $
                7
                
                
                $
                66,843
                
                
                $
                (24
                )
                
                $
                (78,772
                )
                
                $
                (11,755
                )Amortization
      of deferredstock-based consulting
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                13
                
                
                
                
                
                
                
                13Value
      of warrants issuedwith notes payable
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                540
                
                
                
                
                
                
                
                
                
                
                
                540Stock-based
      compensationexpense
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                939
                
                
                
                
                
                
                
                
                
                
                
                939Shares
      issued in exchangefor accounts payable
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                15,944,077
                
                
                
                16
                
                
                
                
                
                
                
                
                
                
                813
                
                
                
                
                
                
                
                
                
                
                
                829Shares
      vested for executivecompensation
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                7,700,000
                
                
                
                7
                
                
                
                
                
                
                
                
                
                
                (7
                )
                
                
                
                
                
                
                
                
                
                
                -Shares
      issued in exchange fornotes
      payable, accruedinterest and warrants
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                325,853,917
                
                
                
                326
                
                
                
                
                
                
                
                
                
                
                17,786
                
                
                
                
                
                
                
                
                
                
                
                18,112Issuance
      of sharespreviously recorded asissuable
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                7,000,000
                
                
                
                7
                
                
                (7,000,000
                )
                
                
                (7
                )
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                -Preferred
      shares issued inexchange for:Notes
      payable and relatedaccrued interest
                
                
                152,843,414
                
                
                
                153
                
                
                
                111,240,040
                
                
                
                111
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                7,598
                
                
                
                
                
                
                
                
                
                
                
                7,862Cash
                
                
                
                
                
                
                
                
                
                
                165,000,000
                
                
                
                165
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                3,135
                
                
                
                
                
                
                
                
                
                
                
                3,300"old" Series A preferredstock
                
                
                
                
                
                
                
                
                
                
                60,000,000
                
                
                
                60
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                1,140
                
                
                
                
                
                
                
                
                
                
                
                1,200Stock
      issue costs
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (242
                )
                
                
                
                
                
                
                
                
                
                
                (242
                )Decrease
      in shares issuablepreviously recorded asissued in 2006
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (357,143
                )
                
                
                -
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                -Value
      of beneficialconversion feature andwarrants issued withconvertible
      notes payable
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                3,968
                
                
                
                
                
                
                
                
                
                
                
                3,968Value of warrants issuedfor services
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                144
                
                
                
                
                
                
                
                
                
                
                
                144Net loss for the nine monthsended September 30, 2008
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (19,114
                )
                
                
                (19,114
                )Balance
      at September 30, 2008
                
                
                152,843,414
                
                
                $
                153
                
                
                
                336,240,040
                
                
                $
                336
                
                
                
                547,061,445
                
                
                $
                547
                
                
                180,000
                
                
                $
                -
                
                
                $
                102,657
                
                
                $
                (11
                )
                
                $
                (97,886
                )
                
                $
                5,796See
      accompanying notes to condensed financial statements.
  5
  ECO2
      Plastics, Inc.Condensed
      Statements of Cash Flows(in
      thousands)(unaudited)Nine
      months ended September 30,2008
                
                
                2007Cash
      flows from operating activities:
                
                
                (see
      Note 2)Net
      loss
                
                
                $
                (19,114
                )
                
                $
                (23,276
                )Adjustments to reconcile net loss to net cash used by operating
      activities:Depreciation
      and amortization
                
                
                
                1,080
                
                
                
                788Excess of fair value of common stock issued and issuable in
      exchangefor accounts payable, notes payable, accrued interest and
      warrants
                
                
                
                3,458
                
                
                
                -Stock-based
      compensation and settlement expense
                
                
                
                1,098
                
                
                
                4,546Amortization
      of debt issue costs  and discount
                
                
                
                5,474
                
                
                
                10,658Expenses
      paid by issuance of notes payable
                
                
                
                -
                
                
                
                75Changes
      in operating assets and liabilities:Accounts
      receivable
                
                
                
                (25
                )
                
                
                (539
                )Inventory
                
                
                
                145
                
                
                
                (73
                )Prepaid
      expenses and other assets
                
                
                
                (25
                )
                
                
                50Accounts
      payable
                
                
                
                (417
                )
                
                
                1,832Accrued
      liabilities
                
                
                
                807
                
                
                
                824Other
                
                
                
                10
                
                
                
                -Net
      cash used by operating activities
                
                
                
                (7,509
                )
                
                
                (5,115
                )Cash
      flows from investing activities:Purchase
      of property, plant & equipment
                
                
                
                (2,369
                )
                
                
                (2,943
                )Net
      cash used by investing activities
                
                
                
                (2,369
                )
                
                
                (2,943
                )Cash
      flows from financing activities:Payments
      on CIWMB note payable
                
                
                
                (174
                )
                
                
                (163
                )Proceeds
      from issuance of notes payable
                
                
                
                7,458
                
                
                
                8,886Repayments of notes payable
                
                
                
                (475
                )
                
                
                (300
                )Proceeds
      from issuance of preferred stock
                
                
                
                4,500
                
                
                
                -Principal
      payments on capital lease obligations
                
                
                
                -
                
                
                
                (14
                )Proceeds
      from exercise of warrants
                
                
                
                -
                
                
                
                2Payments
      of stock issue costs
                
                
                
                (242
                )
                
                
                -Payments
      of debt issue costs
                
                
                
                (199
                )
                
                
                (169
                )Net
      cash provided  by financing activities
                
                
                
                10,868
                
                
                
                8,242Net
      increase in cash and cash equivalents
                
                
                
                990
                
                
                
                184Cash
      and cash equivalents, beginning of period
                
                
                
                101
                
                
                
                97Cash
      and cash equivalents, end of period
                
                
                $
                1,091
                
                
                $
                281Supplemental
      disclosures of cash flow information:Cash
      paid for interest
                
                
                $
                74
                
                
                $
                61Cash
      paid for income taxes
                
                
                $
                -
                
                
                $
                -Supplemental
      disclosures of non-cash investing and financing
activities:Debt
      discount
                
                
                $
                4,504
                
                
                $
                7,351Deferred
      debt issue costs
                
                
                $
                -
                
                
                $
                82Common
      stock exchanged for notes payable, accrued interest and
      warrants
                
                
                $
                13,031
                
                
                $
                3,054Common
      stock exchanged for accounts payable and accrued
    liabilities
                
                
                $
                754
                
                
                $
                123Preferred
      stock exchanged for notes payable and accrued interest
                
                
                $
                7,862
                
                
                $
                -See
      accompanying notes to condensed financial statements.
  6
  ECO2 Plastics,
Inc.
 Notes
to Condensed Financial Statements
 September
30, 2008
 (unaudited)
  Note
1. Description of Business and Summary of Significant Accounting
Policies
  Organization and
Business – ECO2 Plastics,
Inc., (“ECO2”or the
“Company”), was incorporated under the laws of the State of Delaware in 2000,
and formed for purposes of acquiring certain patented technology and development
of a worldwide market.
  ECO2 has
developed a unique and revolutionary patented process and system, referred to as
the Eco2TM
Environmental System (the “Eco2
Environmental System”). The Eco2
Environmental System cleans post-consumer plastics, without the use of water, at
a substantial cost savings versus traditional methods (the “Process”). This
Process is licensed from Honeywell Federal Manufacturing & Technologies, LLC
(“Honeywell”) and the Department of Energy on an exclusive basis for the patent
life. Since its inception, ECO2has
invested in the development of the technology and equipment comprising the
Eco2
Environmental System, which includes a “Process Patent” granted in 2007. This
included building several scaled up versions of the Prototype Eco2
Environmental System (the “Prototype”), testing of the Prototypes, building a
pilot plant, evaluating the product produced by the Prototype and real-time
testing. The Company’s first full scale production facility was constructed in
Riverbank, California and is now producing saleable product and ramping up to
full scale operations as it further develops the process.  ECO2’s goal is
to build and operate plastic recycling plants in the USA that utilize the
Eco2
Environmental System and to expand the Eco2
Environmental System worldwide. ECO2’s growth
strategy includes organic growth, strategic acquisitions and licensing or
partnership agreements, where appropriate.
  Business risks and
uncertainties - The Company operates in the evolving field of plastics
materials recycling and its business is reliant on its licensing of technology
from Honeywell. New developments could both significantly and adversely affect
existing and emerging technologies in the field. The Company's success in
developing additional marketable products and processes and achieving a
competitive position will depend on, among other things, its ability to attract
and retain qualified management personnel and to raise sufficient capital to
meet its operating and development needs. There can be no assurance that the
Company will be successful in accomplishing its objectives.
 
 Basis of presentation and
Going Concern - The accompanying financial statements have been prepared
in conformity with accounting principles generally accepted in the United States
of America, which contemplate the Company’s continuation as a going concern.
Since inception, the Company has reported losses and operating activities have
used cash, and it has a working capital deficiency that has raised substantial
doubt about its ability to continue as a going concern. The Company reported a
net loss of approximately $19.1 million for the nine months ended September 30,
2008, and $32.6 million for the year ended December 31, 2007, and operating
activities used cash of approximately $7.5 million during the nine months ended
September 30, 2008 and $7.2 million for the year ended December 31, 2007, and as
of September 30, 2008, had stockholders’ equity of $5.8 million, including
accumulated losses from inception of $97.9 million.
  Company
management intends to raise additional equity and/or debt financing to fund
future capital expenditures, operations and to provide additional working
capital.  During the three months ended September 30, 2008, the
Company received approximately $3.9 million from new and existing investors in
exchange for convertible notes payable bearing interest at 15%, due in March
2009 and collateralized by a pledge of substantially all of the Company’s
assets, subordinate only to CIWMB borrowings, and warrants to purchase
approximately 129 million shares of Company common stock at $0.015 per
share.   During the three months ended June 30, 2008, the Company
received $1.2 million from loans from new and existing investors, and received
$4.5 million from sales of 225 million shares of its convertible preferred
stock, and issued approximately 264 million shares of its convertible preferred
stock in exchange for outstanding promissory notes having a principal balance of
approximately $7.5 million and related accrued interest payable of
$525,000.   During the three months ended March 31, 2008, the
Company (i) received approximately $2.2 million from loans from new and
existing investors, (ii) entered into agreements with holders of certain notes
payable pursuant to which the Company issued approximately 243.9 million shares
of Company common stock in consideration for conversion of all convertible notes
payable of  $13.2 million together with related accrued interest of
approximately $1.7 million and the surrender of outstanding warrants to purchase
approximately 38.6 million shares of Company common stock, (iii) entered into
agreements with related party and non-related party creditors providing for
issuance of  approximately 15.9 million shares of Company common stock
as payment for accounts payable or accrued amounts owed of $754,000, and (iv)
entered into agreements with holders of warrants to purchase Company common
stock pursuant to which the Company issued 81.9 million shares of its
common stock in exchange for the cancellation of warrants to purchase
approximately 124.2 million shares.  The Company’s Board of Directors
and Chief Executive Officer continue to be actively involved in discussions
and negotiations with investors in order to fund next generation processing and
other equipment, and to provide adequate working capital for operations with a
near-term goal of generating positive cash flow from operations. There is no
assurance that continued financing proceeds will be obtained in sufficient
amounts necessary to meet the Company's needs. In view of these matters,
continuation as a going concern is dependent upon the Company's ability to meet
its financing requirements, raise additional capital, and the future success of
its operations.
  7
 The
accompanying financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of assets or
the amounts and classifications of liabilities that may result from the possible
inability of the Company to continue as a going concern.
  Interim financial
statements - The accompanying unaudited condensed financial statements
and related notes are presented in accordance with the rules and regulations of
the Securities and Exchange Commission with regard to interim financial
information. Accordingly, the condensed financial statements do not include all
of the information and notes to financial statements required by accounting
principles generally accepted in the United States of America for complete
financial statements. In the opinion of management, all adjustments, consisting
of normal recurring adjustments, considered necessary for a fair presentation of
the Company’s financial position, results of operations and cash flows for the
interim periods presented have been included. Results of operations for the
September 30, 2008 interim periods are not necessarily indicative of the results
to be expected for the entire fiscal year ending December 31, 2008 or for any
other future interim period. The accompanying unaudited interim condensed
financial statements should be read in conjunction with the audited annual
financial statements included in the Company’s December 31, 2007 Annual Report
on Form 10-KSB.
  Significant
accounting policies used in preparation of the Company’s financial statements
are disclosed in notes to its audited annual December 31, 2007 financial
statements. A condensed summary of disclosures regarding certain of such
policies are set forth below.
 
 Use of estimates in the
preparation of financial statements - Preparation of financial statements
in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and reported amounts of revenue and expenses during the
reporting periods. Actual results could differ from those estimates. The
more significant accounting estimates inherent in the preparation of the
Company's financial statements include estimates as to the depreciable lives of
property and equipment, valuation of accounts receivable and inventories,
amounts of contingent liabilities, valuation of equity related instruments and
derivatives issued and issuable, and valuation allowance for deferred income tax
assets.
 
 Cash and cash
equivalents - The Company considers deposits that can be redeemed on
demand and investments that have original maturities of less than three months
when purchased to be cash equivalents.
 
 Contingencies -
Certain conditions may exist as of the date financial statements are issued,
which may result in a loss to the Company, but which will only be resolved when
one or more future events occur or fail to occur. Company management and its
legal counsel assess such contingent liabilities, and such assessment inherently
involves an exercise of judgment. In assessing loss contingencies related to
legal proceedings that are pending against the Company or unasserted claims that
may result in such proceedings, the Company's legal counsel evaluates the
perceived merits of any legal proceedings or unasserted claims as well as the
perceived merits of the amount of relief sought or expected to be sought
therein. If the assessment of a contingency indicates that it is probable that a
liability has been incurred and the amount of the liability can be reasonably
estimated, then the estimated liability would be accrued in the Company's
financial statements. If the assessment indicates that a potentially material
loss contingency is not probable, but is reasonably possible, or is probable,
but cannot be reasonably estimated, then the nature of the contingent liability,
together with an estimate of the range of possible loss if determinable would be
disclosed.
  Revenue recognition -
The Company recognizes revenue when there is persuasive evidence of an
arrangement, the product has been delivered to the customer, the sales price is
fixed or determinable, and collectability is reasonably assured. The Company
recognizes revenues from sales of recycled products upon shipment to
customers.  Amounts received in advance of when products are delivered
are recorded as liabilities in the accompanying balance
sheet.  Research or other types of grants from governmental agencies
or private organizations are recognized as revenues if evidence of an
arrangement exists, the amounts are determinable and collectability is
reasonably assured with no further obligations or contingencies
remaining.
 
 Cost of goods
sold – Cost of goods sold includes costs of raw materials
processed, and on occasion, write-downs for waste product.
  Basic and diluted net loss
per share - Basic net loss per common share is computed by dividing net
loss by the weighted-average number of common shares outstanding during the
period. Diluted net loss per common share is determined using the
weighted-average number of common shares outstanding during the period, adjusted
for the dilutive effect of common stock equivalents, consisting of shares that
might be issued upon exercise of common stock options, warrants or convertible
promissory notes. In periods where losses are reported, the weighted-average
number of common shares outstanding excludes common stock equivalents, because
their inclusion would be anti-dilutive.  Computations of net loss per
share for interim periods ended September 30, 2008, exclude
195,422,058 shares issuable upon exercise of outstanding warrants to
purchase common stock, 264,312,856 shares issuable upon conversion of
outstanding convertible notes payable and 489,083,454 shares issuable upon
conversion of outstanding convertible preferred stock. Computations of net loss
per share for the interim periods ended September 30, 2007, exclude 136,231,211
shares relating to common stock issuable upon conversion of convertible notes
payable, and 172,914,521 shares issuable upon exercise of outstanding and
issuable warrants. These common stock equivalents could have the effect of
decreasing diluted net income per share in future periods.
 
 8
 Reclassifications –
Certain amounts in 2007 financial statements have been reclassified to conform
to 2008 presentation.
  Recent accounting
pronouncements - Effective
January 1, 2008, the Company adopted SFAS No. 157, Fair Value Measurements(“SFAS 157”), for
financial assets and liabilities. Adoption of SFAS 157 did not have a material
impact on the Company’s results of operations, financial position or liquidity.
This standard defines fair value, provides guidance for measuring fair value and
requires certain disclosures. This standard does not require any new fair value
measurements, but rather applies to all other accounting pronouncements that
require or permit fair value measurements. This standard does not apply
measurements related to share-based payments. SFAS 157 discusses valuation
techniques, such as the market approach (comparable market prices), the income
approach (present value of future income or cash flow), and the cost approach
(cost to replace the service capacity of an asset or replacement cost). The
statement utilizes a fair value hierarchy that prioritizes the inputs to
valuation techniques used to measure fair value into three broad levels. The
following is a brief description of those three levels:
  Level
1: Observable inputs such as quoted prices (unadjusted) in active
markets for identical assets or liabilities.
  Level
2: Inputs other than quoted prices that are observable for the asset or
liability, either directly or indirectly. These include quoted prices for
similar assets or liabilities in active markets and quoted prices for identical
or similar assets or liabilities in markets that are not active.
  Level
3: Unobservable inputs that reflect the reporting entity’s own
assumptions.
  The
Company’s financial assets subject to fair value measurements are comprised of
cash and cash equivalents of $1,165,000 all of which are valued using Level 1
observable inputs.
  In
February 2008, the Financial Accounting Standards Board, or FASB, issued FASB
Staff Position No. FAS 157-2, Effective Date of
FASB Statement No. 157, which provides a one year deferral of the
effective date of SFAS 157 for non-financial assets and non-financial
liabilities, except those that are recognized or disclosed in the financial
statements at fair value at least annually. Therefore, the Company adopted the
provisions of SFAS 157 with respect to its financial assets and liabilities
only.
 
 In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities (“SFAS 159”), which is effective for
fiscal years beginning after November 15, 2007.  Adoption of SFAS 159
did not have a material impact on the Company’s results of operations, financial
position or liquidity.
 
 In June
2007, the Emerging Issues Task Force of the FASB issued EITF Issue No. 07-3,
Accounting for Nonrefundable
Advance Payments for Goods or Services to be Used in Future Research and
Development Activities, (“EITF 07-3”) which is effective for fiscal years
beginning after December 15, 2007. EITF 07-3 requires that nonrefundable advance
payments for future research and development activities be deferred and
capitalized. Such amounts will be recognized as an expense as goods are
delivered or services are performed. Adoption of EITF 07-3 did not have a
material impact on the Company’s results of operations or financial
position.
  In
December 2007, the FASB issued SFAS No. 141(R), Business Combinations(“SFAS
141(R)”), which replaces SFAS No. 141. SFAS No. 141(R) establishes principles
and requirements for how an acquirer recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, any
non-controlling interest in the acquiree and the goodwill acquired. The
Statement also establishes disclosure requirements which will enable users to
evaluate the nature and financial effects of the business combination. SFAS
141(R) is effective for fiscal years beginning after December 15, 2008. The
adoption of SFAS 141(R) will have an impact on accounting for future business
combinations.
  In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements – an amendment of Accounting Research Bulletin
No. 51(“SFAS 160”), which establishes accounting and reporting standards
for ownership interests in subsidiaries held by parties other than the parent,
the amount of consolidated net income attributable to the parent and to the
noncontrolling interest, changes in a parent’s ownership interest and the
valuation of retained non-controlling equity investments when a subsidiary is
deconsolidated. The Statement also establishes reporting requirements that
provide sufficient disclosures that clearly identify and distinguish between the
interests of the parent and the interests of the non-controlling owners. SFAS
160 is effective for fiscal years beginning after December 15, 2008. In the
absence of possible future investments, application of SFAS 160 will have no
effect on the Company’s financial statements.
  In March
2008, the FASB issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities – an amendment of SFAS No. 133 ("SFAS 161").This statement changes the disclosure
requirements for derivative instruments and hedging activities. SFAS
No. 161 requires enhanced disclosures about (a) how and why an entity
uses derivative instruments, (b) how derivative instruments and related
hedged items are accounted for under SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, and its related interpretations, and
(c) how derivative instruments and related hedged items affect an entity’s
financial position, financial performance, and cash flows. SFAS No. 161 is
effective for the Company beginning January 1, 2009. The Company does not
use derivative financial instruments nor does it engage in hedging
activities.  The Company is currently evaluating the impact of
implementation of SFAS No. 161 on its financial position, results of
operations and cash flows.
  
 9
  In June
2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted
Accounting Principles. This statement identifies the sources of generally
accepted accounting principles and provides a framework, or hierarchy, for
selecting the principles to be used in preparing U.S. GAAP financial statements
for nongovernmental entities.  This statement makes the GAAP hierarchy
explicitly and directly applicable to preparers of financial
statements.  The hierarchy of authoritative accounting guidance is not
expected to change current practice but is expected to facilitate the FASB‘s
plan to designate as authoritative its forthcoming codification of accounting
standards.  This statement is effective 60 days following the SEC’s
approval of the PCAOB’s related amendments to remove the GAAP hierarchy from its
auditing standards.
  In June
2008, the Emerging Issues Task Force of the FASB issued EITF Issue No. 08-4,
Transition Guidance for
Conforming Changes to Issue No. 98-05(“EITF 08-4”), which is effective
for fiscal years ending after December 15, 2008, with earlier application
permitted.  EITF 08-4 provides for, among other things, revisions to
certain provisions of EITF 98-05, including nullification of guidance under EITF
98-05 that upon conversion, unamortized discounts for instruments with
beneficial conversion features should be included in the carrying value of the
convertible security that is transferred to equity at the date of
conversion.  This nullification was made to update guidance to
acknowledge the issuance of EITF Issue No. 00-27, which revised accounting
guidance to require immediate recognition of interest expense for the
unamortized discount.  See Note 2.
 
 Note
2.                      Change
in Accounting Principle
 
 The
September 30, 2008 financial statements reflect adoption of EITF
08-4.  In accordance with EITF 08-4 TransitionGuidance and SFAS No. 154,
Accounting for Changes and
Error Corrections, the Company has retrospectively applied the accounting
guidance of EITF 00-27.  During the three months ended March 31, 2008,
certain convertible promissory notes payable were exchanged for shares of
Company common stock and the remaining unamortized debt discount of
approximately $2.2 million was transferred to equity.  As a result of
adoption of EITF 00-27 accounting guidance, the September 30, 2008 financial
statements retrospectively give effect to recognition of the $2.2 million
remaining unamortized debt discount as interest expense.  Accordingly,
interest expense and net loss for the nine months ended September 30, 2008 are
approximately $2.2 million more than would have been in the absence of
retrospective application and additional paid in capital is $2.2 million
more.  There is no effect on cash flows.  There was no
cumulative effect for periods prior to 2008.
 
 Note
3.                      Inventories
 
 Inventories
at September 30, 2008, consist of the following (in thousands):
  Raw
      materials
                
                $
                221Finished
      goods
                
                
                109Total
                
                $
                330
  Note 4.Concentrations and Major
Customers
 
 Technology License -
The Company’s business is reliant on its licensing of technology from
Honeywell.  Pursuant to terms of a license agreement entered into by
the Company and Honeywell, as amended, the Company obtained exclusive,
nontransferable, worldwide license rights for the life of the underlying patent
to practice the methods and to make, use, and sell the products and/or services
and to certain sublicense rights, which are covered by the proprietary rights,
limited to the field of use of separating and recovering motor oil from high
density polyethylene plastic. Under this agreement, the Company is required to
pay royalties at a rate of $0.005 per pound of recycled plastics sold, with
minimum annual royalties of $100,000 for 2007, $200,000 for 2008 and $300,000
for 2009 and for years thereafter.  Honeywell may terminate this
agreement in the event of, among other things, the nationalization of the
industry which encompasses any products or services, any suspension of payments
under the terms of the agreement by government regulation, a substantial change
in ownership of the Company (whether resulting from merger, acquisition,
consolidation or otherwise), another company or person acquiring control of the
Company, or the existence of a state of war between the United States and any
country where the Company has a license to manufacture products or provide
services.
 
 Cash in excess of federally
insuredlimits - Cash and
cash equivalents are maintained at financial institutions and, at times,
balances may exceed federally insured limits.  The Company has never
experienced any losses related to these balances.  Such amounts on
deposit in excess of federally insured limits at September 30, 2008 approximated
$1 million.
 
 Major Customers -
During the nine months ended September  30, 2008 and 2007, the Company
had revenues of over 10% of total revenue from individual customers and related
accounts receivable over 10% of total accounts receivable at September 30, 2008
as follows (“*” means < 10%):
  Revenues
                
                Accounts Receivable2008
                
                2007Customer
      1
                27%
                
                29%
                
                *Customer
      2
                20%
                
                13%
                
                *Customer
      3
                14%
                
                *
                
                *Customer
      4
                14%
                
                *
                
                46%Customer
      5
                10%
                
                32%
                
                10%Customer
      6
                *
                
                *
                
                36%
 
  10
 Note
5.  Notes Payable
 
 Convertible Promissory Notes – During
2008, the Company issued approximately 243.9 million shares of its common stock
in exchange for full satisfaction of all outstanding convertible notes payable,
which approximated $13.2 million and related accrued interest of approximately
$1.7 million, and the return of outstanding warrants to purchase approximately
38.6 million shares of Company common stock having an exercise price of $0.06
per share and expiring in April 2015, which such warrants were acquired when the
notes were issued.  The total number of shares issued was in excess of
what would have been received had the notes been converted according to original
terms.  The Company has accounted for this transaction pursuant to
Statement of Financial Accounting Standards No. 84 Induced Conversions of Convertible
Debt—an amendment of APB Opinion No. 26 , and accordingly, the
excess of fair value of consideration issued by the Company over the fair value
of what was received has been recorded as a loss of approximately $2.8
million.  The remaining unamortized debt discount of approximately
$2.2 million was written off and recognized as interest expense and the
remaining unamortized debt issue costs of $198,000 were written off with
the offset decreasing additional paid-in capital.
 
 Director
Notes – During 2007, the Company received cash proceeds of
approximately $2.7 million from various members of the Company’s Board of
Directors (the “Director Notes”).  In accordance with the Director
Notes, each lender received a promissory note with an interest rate of 15% per
annum (the “Note”).  All or any portion of the Note, any accrued
interest thereon and all other sums due under the Note, was due and payable
on demand within 90 days of the Note.  In connection with these notes,
lenders received common stock purchase warrants to purchase 22,657,000 shares of
Company common stock with an exercise price of $0.06 per share that expire in
April 2015.  The shares underlying the warrants are subject to piggy
back registration rights.  The exercise price of the warrants is
subject to anti-dilution downward adjustments in the event the Company sells
common stock at a price below the exercise price.  Debt discount
relating to the value of warrants issued of approximately $2.7 million was
recorded and amortized to interest expense during the third and fourth quarters
of 2007.   The fair value of warrants was computed using a
Black-Scholes option pricing model with the following assumptions: expected term
of 7.8 years (based on the contractual term), volatility of approximately 180%
(based on historical volatility), zero dividends and interest rate of
approximately 4.6%.
 
 Short-term Notes-
During 2007, the Company received cash proceeds of approximately $2.2 million
from new and existing investors and issued to each lender a promissory note
with an interest rate of 15% per annum, due and payable on demand within 180
days (the “Short-Term Notes”), and warrants to purchase approximately 15 million
shares of Company common stock with an exercise price of $0.06 per share that
expire in April 2015.  During the six months ended June 30, 2008, the
Company received cash of approximately $3.1 million and issued to each lender
Short-Term Notes, and issued to certain lenders warrants to purchase
approximately 9.2 million shares of Company common stock with an exercise price
of $0.06 per share that expire in April 2015.   The shares
underlying the warrants are subject to piggy back registration
rights.  The exercise price of the warrants is subject to
anti-dilution downward adjustments in the event the Company sells common stock
at a price below the exercise price.  Debt discount relating to the
value of warrants issued in 2007 and 2008 of approximately $1.1 million and
$539,000 was recorded, of which approximately $1.2 million was amortized to
interest expense during the six months ended June 30, 2008.  The fair
value of warrants was computed using a Black-Scholes option pricing model with
the following assumptions: expected term of approximately 7.7 years (based on
the contractual term), volatility of approximately 166% - 180% (based on
historical volatility), zero dividends and interest rate of approximately
4.6%.
 
 Exchange of Director Notes
and Short-term Notesfor Convertible Preferred
Stock - During 2008, holders of outstanding Director Notes and Short-term
notes, which had an outstanding principal amount of approximately $2.9 million
and $4.6 million and related accrued interest payable of $318,000 and $206,000,
respectively, exchanged all such notes and accrued interest for 152,843,413
shares of the Company’s Series A Convertible Preferred Stock and 111,240,040
shares of the Company’s Series B-1 Convertible Preferred Stock.  The
unamortized balance of deferred debt discount relating to a portion of the notes
was $201,000 and was written off upon the transaction with the offset decreasing
additional paid in-capital.
 
 Other Notes Payable –
During 2008, the Company received $300,000 cash pursuant to terms of a
short-term $300,000 promissory note bearing interest at 15%, which was repaid in
full.
 
 During
2008, one of the Company’s Executive Officers loaned the Company $270,000
pursuant to terms of short-term notes payable bearing interest at 15%, and the
Company repaid $175,000 of the loan, including interest thereon.  The
remaining $95,000 and related accrued interest of approximately $6,000 were
exchanged for Convertible Notes Payable as described in the following
paragraph.
  11
 Convertible Notes
Payable – During the three months ended September 30, 2008, the Company
received cash of approximately $3.9 million and a promissory note with related
accrued interest totaling approximately $101,000 and in exchange issued
convertible notes payable (the “Convertible Notes”) of approximately $4.0
million and warrants to purchase approximately 132 million shares of Company
common stock.  The Convertible Notes bear interest at 15%, and are due
March 31, 2009.   Upon written election at the discretion of
holders of 60% or more of the aggregate principal amount of Convertible Notes
then outstanding, the entire principal amount of such notes, together with all
accrued interest, which shall be computed as if such notes were held until March
31, 2009, regardless of whether converted prior to that date, shall be
converted.  If the Company has raised $1 million in new equity, as
defined, the conversion price would be the lesser of 80% of the new equity price
or $0.015 per share.  If such next equity financing has not occurred,
then the conversion securities shall consist of shares of a newly created series
of Series C Convertible Preferred Stock of the Company having rights,
preferences and privileges substantially similar to those of the Company’s
Series B Stock, except that the liquidation preference shall be senior to the
Series B Stock and the Company’s Series A Convertible Preferred Stock, at a
price per share equal to $0.015 (subject to appropriate adjustment for all stock
splits, subdivisions, combination, recapitalizations and the like) until April
2015.  The Company has pledged as collateral pursuant to terms of a
Security Agreement relating to the Convertible Notes, as amended, substantially
all of its assets, subject only to a security interest granted to
CIWMB.  Debt discount relating to these Convertible Notes approximated
$4.0 million, of which approximately $438,000 was amortized to interest expense
during the three months ended September 30, 2008, with the remainder to be
amortized over the next six months.  The fair value of warrants was
computed using a Black-Scholes option pricing model with the following
assumptions:  expected term of 6.5 years (contractual term),
volatility of 156% (based on historical volatility), zero dividends and interest
rate of approximately 3.1%.
 
 Note
6. Preferred Stock, Common Stock and Stock Warrants
 
 Authorized Shares
- Pursuant to the Definitive Schedule 14C filed by the Company on August 1,
2008, the Company amended its Certificate of Incorporation with the state of
Delaware (the “Amendment”).  In August 2008, the Company received
notice from the state of Delaware confirming the effectiveness of the
Amendment.  The Articles of Incorporation, as amended, authorize a
maximum of 1,500,000,000 shares of $0.001 par value common stock, and
700,000,000 shares of $0.001 par value preferred stock, of which the Company has
designated and authorized 152,843,414 shares as Series A Convertible Preferred
Stock (the “Series A Preferred Stock”), 336,240,040 shares as Series B-1
Convertible Preferred Stock (the “Series B-1 Preferred Stock”), and 10,916,546
shares as Series B-2 Convertible Preferred Stock (the “Series B-2 Preferred
Stock”, and together with the Series B-1 Preferred Stock, the “Series B
Preferred Stock”).  Each share of common stock is entitled to one
voting right, the right to share in earnings and the right to share in assets
upon liquidation.  A summary of the significant rights and privileges
of the Series A Preferred Stock and Series B Preferred Stock (together, the
Senior Preferred Stock”) is as follows:
 
 Voting – Each share of
Senior Preferred Stock entitles the holder thereof to vote on all matters except
as required by law, voted on by holders of the Company’s common stock on an
as-converted basis.  For as long as any shares of Series A Preferred
Stock remain outstanding, the affirmative vote of the holders of a majority of
the outstanding shares of Series A Preferred Stock, voting separately as a
single class, shall be necessary to amend the rights, preferences or privileges
of the Series A Preferred Stock, however effected, whether by amendment, merger,
consolidation, recapitalization or otherwise, provided that no such
separate consent of the Series A Preferred Stock shall be required with
respect to any such amendment if a similar amendment is contemporaneously effect
with respect to the rights, preferences or privileges of the Series B Preferred
Stock and the amendment is approved by holders of a majority of the Series B
Preferred Stock then outstanding.  For as long as any shares of Series
B Preferred Stock remain outstanding, the affirmative vote of the holders of a
majority of the outstanding shares of Series B Preferred Stock, voting
separately as a single class, shall be necessary to take certain described
actions, however effected, whether by amendment, merger, consolidation,
recapitalization or otherwise, which include, among others, transactions with
affiliates, except on an arms-length basis, authorization, creation or issuance
of any class of capital stock of the Company ranking senior to or on a parity
with the Series B Preferred Stock, authorizing any increase or decrease in the
total authorized shares or any amendment to the rights, preferences or
privileges of the Series A Preferred Stock or Series B Preferred Stock, and
paying any dividend or distribution on any shares of capital stock of the
Company (other than dividends paid on Preferred Stock).  For so long
as 134,496,016 shares of Series B Preferred Stock (as adjusted for stock
dividends, splits or the like) remain outstanding, holders of Series B Preferred
Stock, voting separately as a single class, shall have the right to elect three
Directors (3 of 7) to the Company’s Board of Directors.
 
 Conversion -Each share of
Senior Preferred Stock is convertible at the option of the holder into fully
paid and non-assessable shares of the Company’s common stock on a one-for-one
basis.  Upon election by holders of a majority of the then outstanding
shares of Series B Preferred Stock, all issued and outstanding shares of Senior
Preferred Stock shall automatically be converted into shares of common stock at
the conversion rate in effect upon conversion, as potentially adjusted for any
dividends or distributions, stock dividends, combinations, splits, and the like
with respect to such shares.  Pursuant to conversion terms, the
Company shall at all times reserve and keep available out of its authorized but
unissued shares of common stock, solely for the purpose of effecting the
conversion of the shares of Senior Preferred Stock, such number of shares as
shall be sufficient to effect the conversion of all such outstanding
shares.
 
 Dividends -Holders of Senior
Preferred Stock shall be entitled to receive, on a pari passu basis, when, as
and if declared by the Board of Directors, out of any assets of the Company
legally available therefore, dividends at a  rate of 5% of the
Original Issue Price of such share of
Senior Preferred Stock (in each case, as adjusted for any stock dividends,
combinations, splits, recapitalizations and the like with respect to such
shares) per annum prior and in preference to the holders of the Company’s common
stock, and in preference to the holders of any other equity securities of the
Company that may from time to time come into existence to which the Senior
Preferred Stock ranks senior (such junior securities, together with the
Company’s common stock, “Junior Securities”).  No dividends will be
paid on Junior Securities in any year unless such dividends of the Senior
Preferred Stock are paid in full or declared and set
apart.  Additionally, whenever the Company shall pay a dividend on its
common stock, each holder of a share of Senior Preferred Stock shall be entitled
to receive, at the same time the dividend is paid on the common stock, a
dividend equal to the amount that would have been paid in respect of the common
stock issuable upon conversion of such share of Senior Preferred
Stock.  As of September 30, 2008, no dividends have been
declared.
 
 12
 Liquidation -In the event of
a voluntary or involuntary liquidation, dissolution, or winding up of the
Company, holders of Series B Preferred Stock are entitled to be paid out first,
prior and in preference to any distribution of any of the assets of the Company
to holders of common stock, Series A Preferred Stock, or any other stock of the
Company ranking junior to the Series B Preferred Stock, an amount per share
equal to the Original Issue Price of $0.02 per share of Series B-1 Preferred
Stock and of $0.025 per share of Series B-2 Preferred Stock, plus all declared
and unpaid dividends on such shares. After payment of the full liquidation
preference of the Series B Preferred Stock, if assets or surplus funds remain,
holders of Series A Preferred Stock and common stock shall be entitled to be
paid out first, prior and in preference to any distribution of any of the assets
of the Company to holders of common stock,  or any other stock of the
Company ranking junior to the Series A Preferred Stock, an amount per share
equal to the Original Issue Price of $0.03 per share, plus all declared and
unpaid dividends on such shares.
 
 Redemption – The Series
A Preferred Stock and Series B Preferred Stock are not redeemable, except that,
in the event of a Change of Control (as defined), holders of a majority of the
then outstanding shares of Series A Preferred Stock and/or Series B Preferred
Stock, separately as two groups, can require redemption of the Series A
Preferred Stock and/or Series B Preferred Stock, as the case might be, at a
redemption price per share equal to the amount per share to which such holder
would be entitled upon a liquidation, dissolution or winding up of the
Company.  A “Change of Control”, as defined, means (i) the beneficial
acquisition by any person or group of 45% or more of the voting power of the
outstanding common stock of the Company, (ii) the occupancy of a majority of
Board seats by persons other than the directors occupying such seats as of the
date of the initial issuance of shares of Series B Preferred Stock (the “Current
Directors”) or persons nominated by Current Directors or their nominated
successors, or (iii) there shall occur a change in the Chief Executive Officer
of the Company without the consent of holders of a majority of the
outstanding shares of Series B Preferred Stock.  A Change of Control
will be treated as a liquidation, dissolution or winding up of the affairs of
the Company with respect to certain matters, except as otherwise agreed by
holders of a majority of the then outstanding Series B Preferred
Stock.
 
 Preferred Stock Issued for
Cash and Exchange of Debt and Other Securities – In June 2008,
the Company issued (i) 165,000,000 shares of its Series B-1 Preferred Stock for
$3.3 million cash, (ii) 152,843,413 shares of its Series A Preferred Stock and
111,244,040 shares of its Series B-1 Preferred Stock in exchange for outstanding
promissory notes having a principal balance of approximately $7.5 million and
related accrued interest payable of $525,000, and (iii) 60,000,000 shares of its
Series B-1 Preferred Stock in exchange for shares of the Company’s “old”
Series A preferred stock, which was issued in exchange for $1.2 million
cash received during April and May 2008, and which such series was
eliminated upon exchange.
 
 In
connection with the acquisition of the securities, the Company entered into an
Investor Rights Agreement with investors who acquired shares of Series A
Preferred Stock and Series B Preferred Stock (each an “Investor” and together
“Investors”).  Pursuant to terms of such agreement, among other
things, the Company has agreed to file with the Securities and Exchange
Commission a registration statement to enable the resale of common shares
issuable pursuant to conversion terms of Senior Preferred Stock and certain
warrants issued concurrently, upon written notice of at least 40% of the then
Registrable Securities, as defined, to use reasonable best efforts to file such
registration statement, and such additional registration statements as may be
necessary, at the earliest practicable date on which the Company is permitted by
the SEC guidance to file such additional registration statements, and to cause
such registration statement(s) to become effective and continue to be effective
for such period necessary to provide for, in general, the resale of such
securities with certain exceptions and limitations.  The Investor
Rights Agreement also provides Investors with certain piggy-back registration
rights.  Additionally, pursuant to terms of the Investor Rights
Agreement, for a three year period, each Investor holding at least 5,000,000
shares of common stock or Senior Preferred Stock (each a “Major Holder”), shall,
in general, have a pre-emptive right to receive from the Company prior notice of
any proposed or intended issuance or sale of securities and to purchase such
eligible purchaser’s pro rata percentage of the number of shares of common
stock, as converted and defined, on such same terms and conditions.
 
 Common Stock Issued Upon
Induced Conversion of Debt and Exchange of Warrants- During the three
months ended March 31, 2008, the Company issued approximately 243.9 million
shares of its common stock in exchange for full satisfaction of all outstanding
convertible notes payable, which approximated $13.2 million and related accrued
interest of approximately $1.7 million, and the return of outstanding warrants
to purchase approximately 38.6 million shares of Company common stock having an
exercise price of $0.06 per share and expiring in April 2015, which such
warrants were acquired when the notes were issued.
 
 Additionally,
the Company made a special offer to holders of warrants to purchase Company
common stock to exchange all outstanding warrants into shares of Company common
stock in a number of shares equal to 60% to 75% (depending on the warrant) of
the number of
warrant shares exchanged.  Holders of approximately 124.2 million
warrants accepted the offer and the Company issued approximately 81.9 million
shares of its common stock. The shares were valued at approximately $536,000
based on the closing stock price on the exchange date, and the excess of
fair value issued over the fair value of securities received has been recorded
as a loss of approximately $556,000.
 
 13
 Common Stock Issued in
Exchange for Accounts Payable and Accrued Liabilities - During the three
months ended March 31, 2008, the Company entered into agreements with certain
vendors that have provided services to the Company to issue shares of its common
stock in satisfaction of amounts owed, and in connection with these agreements
issued approximately 15.9 million shares of its common stock in satisfaction of
approximately $754,000 owed, which included approximately 12.0 million shares
issued in exchange for $567,000 included in accounts payable – related party at
December 31, 2007.   The shares were valued at $829,000 based on
the quoted trading price on the agreement dates, resulting in a loss
on exchange of approximately $75,000.
 
 Common Stock Issued for
Services - During 2006, the Company entered into an employment agreement
with an individual to serve as its Chief Executive Officer and a Director,
pursuant to which, among other things, the executive received 44,000,000 shares
of Company common stock, of which 26,400,000 were fully vested, and of which
11,000,000 shares vested in 2007, and the remaining vested during the nine
months ended September 2008.  The total value of the shares based on
the grant date quoted trading price of the Company’s common stock was
approximately $5.7 million.  The Company recognized stock-based
compensation expense of approximately $1.4 million and $3.9 million in 2007 and
2006, respectively, and as of December 31, 2007, there was approximately
$405,000 of unrecognized compensation expense related to unvested stock, which
has been recognized as expense during the nine months ended September 30,
2008.
 
 In
February 2007, the Company entered into an employment agreement with an
individual to serve as its Vice President of Sales & Marketing, pursuant to
which, among other things, the executive received 4,400,000 shares of
Company common stock, 1,100,000 of which were fully-vested and the remainder
vesting evenly over the next three years, and is entitled to receive warrants to
purchase 1,100,000 shares of Company common stock at $0.30 per share on the
one year anniversary of the employment agreement and warrants to purchase
1,100,000 shares of Company common stock at $0.40 per share on the second
year anniversary.  The warrants have a four-year term and vest ratably
over 3 years.  The shares are valued at approximately 1,100,000 based
on the quoted trading price of $0.25 on the effective date and the warrants are
valued at approximately $511,000 computed using a Black-Scholes option pricing
model with the following assumptions: contractual terms of 4 and 10 years,
volatility of 184% (based on historical volatility over the term), zero
dividends and interest rate of 4.5%.  In connection with this
agreement, the Company recorded compensation expense for fully-vested shares and
for a portion of the unvested shares amortized on a straight-line basis over the
vesting periods.  The Company recorded compensation expense of
approximately $792,000 during 2007.  As of December 31, 2007, there
was approximately $820,000 of unrecognized compensation expense related to
unvested stock and warrants, which is expected to be recognized as expense of
approximately $436,000 in 2008 and $230,000 in 2009, and $130,000 in 2010, and
$24,000 in 2011.  The Company recognized expenses of approximately
$350,000 during the nine months ended September 30, 2008.
 
 During
2007, the Company issued 5,070,411 shares of Company common stock to various
non-employee service providers and has recorded the fair value of shares issued
based on the closing market price of stock on the respective measurement dates
of approximately $899,000 as an increase in additional paid-in
capital.  Stock-based compensation expense is recognized over the
requisite service periods, all of which, except one relating to rent, expired in
2007.  At September 30, 2008, unrecognized expense of $11,000 is
recorded as deferred stock-based consulting, a component of stockholders’
deficit, which is expected to be recognized as expense in years 2008 -
2010.
 
 Pursuant
to terms of a mutual settlement and release agreement, in early 2008, among
other things, the Company issued 5,000,000 shares of its common stock to a
former executive, and the former executive returned to the Company for
cancellation all previously issued warrants, which include vested warrants to
purchase approximately 17 million shares and forfeited all rights to acquire
additional shares under the employment agreement.  The Company
recorded the 5,000,000 shares issuable, net of the approximately $101,000 fair
value of warrants surrendered, as compensation expense of approximately $249,000
during 2007, based on the $0.07 quoted trading price of the Company’s
common stock and black-scholes fair value computations at year-end, when it was
determined that it was more likely than not that such an arrangement would be
agreed upon.
 
 Common stock
issued – During 2008, the Company issued 395,588 shares of its
common stock to investors, for which the Company previously recorded 752,731
shares as issued in 2006, and obtained releases from such investors as to any
additional future liability or obligations, and as a result reported a decrease
in shares issuable previously recorded as issued in 2006 of 357,143 shares in
the accompanying condensed statement of changes in stockholders’
equity.
 
 Stock Warrantsissued for
services – During 2007, the Company issued warrants to a new
employee to purchase 2,000,000 shares of its common stock at an exercise price
of $0.0975 with a ten-year term and recorded compensation expense of
approximately $204,000 based on the fair value as determined utilizing the
Black-Scholes valuation model. The closing stock price at the issuance date was
$0.19 per share.  As of December 31, 2007, there was approximately
$176,000 of unrecognized compensation expense related to unvested
warrants.  During 2008, the employee left the Company and was allowed
to retain the warrants on a fully-vested basis and the Company recorded the
remaining $176,000 as expense.
 
 14
 During
2008, the Company issued to certain of its non-employee directors warrants to
purchase 750,000 shares and 1,000,000 shares of its common stock at an exercise
price of $0.22 and $0.07, respectively, with a term of approximately 6.8 years
and recorded compensation
expense of approximately $77,000 based on the fair value as determined utilizing
the Black-Scholes valuation model. The closing stock price at the issuance date
was $0.04 per share.
 
 In
connection with, among other things, consummation of the June 2008 financing
transactions resulting in exchanges of outstanding notes payable and receipt of
cash in consideration of the issuance of shares of the Company’s Series A and
Series B-1 Convertible Preferred Stock, the Company issued to each of two of the
Company’s new Directors warrants to purchase 10,918,072 shares of its common
stock at a per share price of $0.02 with a ten-year term.  The
Black-Scholes determined fair value of the warrants of approximately $1.0
million has been accounted for as stock issue costs, which results in an
increase and decrease in additional paid in capital, for no net effect on
stockholders’ equity.
 
 In August
2008, the Company issued to one of its executive officers a warrant for the
purchase of 7,500,000 shares of its common stock at an exercise price of $0.02,
with a term of approximately 10 years.  The warrants vest monthly over
three years contingent upon attainment of certain specified production and other
milestones relating to future periods.  In September 2008, the officer
ceased employment with the Company, the warrants were cancelled unvested, and no
expense was recorded.
 
 During
the three months ended September 30, 2008, the Company agreed to issue to a
consultant warrants for the purchase of 7,500,000 shares of its common stock at
an exercise price of $0.015, with a term of approximately 6.5 years and recorded
general and administrative expense of approximately $145,000 based on the fair
value as determined utilizing the Black-Scholes valuation model. The closing
stock price at the issuable date was $0.02 per share.  In addition,
during the three months ended September 30, 2008, the Company agreed to issue to
a consultant warrants for the purchase of 300,000 shares of its common stock at
an exercise price of $0.02, with a term of approximately 6.5 years, the
estimated fair value of which approximated $11,000 as determined utilizing the
Black-Scholes valuation model.  The closing stock price at the
issuable dates averaged approximately $0.04 per share.
 
 Certain
of the Company’s outstanding warrants have exercise prices that are subject to
downward adjustments in the event the Company sells certain of its equity
securities at per share prices less than originally established exercise
prices.  Additionally, certain of such warrants also contain
provisions providing for an increase in the number of shares warrants that may
be exercised.  The following schedules of warrants outstanding and
activity give effect to such adjustments.
 
 The
intrinsic value of stock warrants is calculated by aggregating the difference
between the closing market price of the Company’s common stock at the reporting
period end and the exercise price of warrants which have an exercise price less
than the closing price.
 
 The
following summarizes activity for stock warrants issued to lenders for
borrowings, all of which are exercisable:
  Outstanding
                
                
                Weighted average exercise
    price
                
                
                Weighted
      average remaining contractual life in years
                
                
                Aggregateintrinsic value (in thousands)Balance
      at December 31, 2007
                
                
                123,406,817
                
                
                $
                0.09
                
                
                
                6.2
                
                
                $
                962Issued
                
                
                142,997,419
                
                
                
                0.02Increase
      for price adjustment
                
                
                3,833,333
                
                
                
                0.02Exchanged
                
                
                (129,691,141
                )Balance
      at September 30, 2008
                
                
                140,546,428
                
                
                $
                0.02
                
                
                
                6.4
                
                
                $
                680
  The
following summarizes activity for stock warrants issued to consultants for
services, all of which are exercisable:
  Outstanding
                
                
                Weighted average exercise
    price
                
                
                Weighted
      average remaining contractual life in years
                
                
                Aggregateintrinsic value (in thousands)Balance
      at December 31, 2007
                
                
                31,715,179
                
                
                $
                0.08
                
                
                
                5.6
                
                
                $
                220Issued
                
                
                21,836,144
                
                
                
                0.02Issuable
                
                
                7,800,000
                
                
                
                0.02Exchanged
                
                
                (9,325,693
                )
                
                
                0.10Balance
      at September 30, 2008
                
                
                52,025,630
                
                
                $
                0.03
                
                
                
                7.4
                
                
                $
                37
 
 The
following summarizes activity for stock warrants issued to employees and
directors, substantially all of which are exercisable:
  Outstanding
                
                
                Weighted average exercise
    price
                
                
                Weighted
      average remaining contractual life in years
                
                
                Aggregateintrinsic value (in thousands)Balance
      at December 31, 2007
                
                
                27,575,000
                
                
                
                0.09
                
                
                
                5.6
                
                
                $
                151Issued
                
                
                9,250,000
                
                
                
                0.04Issuable
                
                
                1,100,000
                
                
                
                0.30Exchanged
                
                
                (23,825,000
                )
                
                
                0.08Forfeited
                
                
                (11,250,000
                )
                
                
                0.05Balance
      at September 30, 2008
                
                
                2,850,000
                
                
                $
                0.20
                
                
                
                6.5
                
                
                $
                -
 The
following summarizes activity for all stock warrants, substantially all of which
are exercisable:
  Outstanding
                
                
                Weighted
      average exercise price
                
                
                Weighted
      average remaining contractual life in years
                
                
                Aggregateintrinsic value (in thousands)Balance
      at December 31, 2007
                
                
                182,696,996
                
                
                
                0.09
                
                
                
                6.1
                
                
                $
                1,333Issued
                
                
                174,083,563
                
                
                
                0.02Issuable
                
                
                8,900,000
                
                
                
                0.05Increase
      for price adjustment
                
                
                3,833,333
                
                
                
                0.02Exchanged
                
                
                (162,841,834
                )Forfeited
                
                
                (11,250,000
                )
                
                
                0.05Balance
      at September 30, 2008
                
                
                195,422,058
                
                
                $
                0.02
                
                
                
                6.8
                
                
                $
                717
 
 Additional
information regarding all warrants outstanding as of September 30, 2008, is as
follows:
  Exercise prices
                
                
                
                Shares
                
                Weighted average remaining
      life$
                0.001
                
                
                
                
                60,000
                
                2.7
      years$
                0.015
                
                
                
                
                140,739,761
                
                6.4
      years$
                0.02
                
                
                
                
                30,692,667
                
                8.0
      years$
                0.05
                
                
                
                
                1,100,000
                
                1.8
      years$
                0.06
                
                
                
                
                18,979,630
                
                6.6
      years$
                0.07
                
                
                
                
                1,000,000
                
                6.6
      years$
                0.12
                
                
                
                
                1,000,000
                
                7.5
      years$
                0.22
                
                
                
                
                750,000
                
                6.5
      years$
                0.30
                
                
                
                
                1,100,000
                
                6.5 yearsTotal
                
                
                195,422,058
                
                7.4
      years
 15
 Note
7.   Related Party Transactions
  Pursuant
to an agreement for legal services with a law firm, the managing partner of
which is one of the Company’s Directors, the Company incurs legal fees for
services provided.  During the nine months ended September 30, 2008
and 2007, the Company incurred legal fees from the firm of approximately
$261,000 and $293,000, respectively.   In March 2008, the Company
issued approximately 12.0 million shares of its common stock in exchange for
satisfaction of accounts payable to the firm of approximately
$567,000.  At September 30, 2008, accounts payable due to the firm for
services of $84,000 are included in accounts payable to related
party.
 
 In
September 2008, the Company entered into an agreement with its former Chief
Technology Officer pursuant to terms of which, among other things, the officer
ceased employment with the Company and the employment agreement entered into by
the Company and the officer in 2006 terminated.  In connection with
this agreement, the Company will pay the former officer approximately $75,000
over approximately three months, the officer will transfer to the Company
717,949 shares of Company common stock, and the Company agreed to issue 2.5
million shares of its common stock and pay $50,000 cash in three equal monthly
payments starting in October 2008 to a third party.  As a result, the
Company recorded accrued liabilities and expense of approximately $178,000 as of
September 30, 2008 and for the three and nine months then
ended.
 
 Note
8.  Commitments and Contingencies
  Legal proceeding –
The Company is subject to various lawsuits and other claims in the normal course
of business.  At times, the Company establishes accruals for specific
liabilities in connection with legal actions deemed to be probable and
reasonably estimable.  No material amounts have been accrued as of
September 30, 2008 in these accompanying financial statements with respect to
any legal matters. Company management does not expect that the ultimate
resolution of pending legal matters in future periods will have a material
effect on the Company’s financial condition or results of
operations.
 
 Leases – In August
2008, the Company entered into an amendment of its Riverbank facilities lease
agreement, as amended, exercising its option to extend the expiration of the
lease from May 2009 through March 2010 and to rent additional
space.
 
 
 Note
9.  Subsequent Events through November 13, 2008
 
 In
connection with financing agreements executed by the Company and pursuant to the
Preliminary Schedule 14C filed by the Company on November 6, 2008, the Company
seeks to amend its Certificate of Incorporation again with the state of Delaware
(the “Amendment”) to increase the amount of authorized shares of capital
stock.  In August 2008, ECO2’s board of directors approved an
amendment of the Company’s Certificate of Incorporation, as amended, to increase
the number of authorized shares to Four Billion Two Hundred Million
(4,200,000,000) shares of capital stock (the “Amended Authorized
Amount”).  Of the Amended Authorized Amount, Two Billion Five Hundred
Million (2,500,000,000) shares shall be classified as common stock and One
Billion Seven Hundred Million (1,700,000,000) shares shall be classified as
preferred stock.
 
 Effective
October 1, 2008, the Company and an individual agreed to terms of an offer of
employment pursuant to which, among other things, the individual will serve as
its Senior Vice President of Operations and in additional to cash compensation
and other customary employee related benefits receive a warrant to purchase 15
million shares of Company common stock, 25% of which vest at the end of one year
and the remainder vest equally on a monthly basis over the next four
years.  The warrants have a term of approximately 6.5 years and an
exercise price of $0.015 per share and will be valued at approximately $290,000
as determined utilizing the Black-Scholes valuation model and expensed over the
vesting period. The closing stock price at the issuable date was $0.02 per
share.
 
 On
October 31, 2008, effective November 17, 2008, the Company and an individual
agreed to terms of an offer of employment pursuant to which, among other things,
the individual will serve as its Chief Financial Officer and in additional to
cash compensation and other customary employee related benefits receive a
warrant to purchase 20 million shares of Company common stock, 25% of which vest
at the end of one year and the remainder vest equally on a monthly basis over
the next four years.  The warrants have a term of approximately 6.5
years and an exercise price of $0.015 per share and will be valued at
approximately $385,000 as determined utilizing the Black-Scholes valuation model
and expensed over the vesting period. The closing stock price at the issuable
date was $0.02 per share.
  As a
result of our next generation proprietary CO2 system beginning to come online,
which is expected to significantly reduce production bottle-necks and provide
for increased throughput, and to reduce plant operating costs and use of
cash during the ramp-up period, the Company decided to direct all production to
the next generation technology and accordingly cease operating prior technology
production lines.  In the near term, specifically the quarter ending
December 31, 2008, production volumes and revenues will decrease as the next
generation technology comes on line and then is expected to increase as
throughput increases as a percentage of capacity.  In connection with
ceasing prior technology production, on November 13, 2008 we terminated
approximately 85 employees at our Riverbank plant, thus reducing our workforce
to approximately 35 employees. As production volume increases over the next
several months, similarly, our workforce is expected to increase.
 16
 Item 2.Management’s Discussion and Analysis
or Plan of Operations
 
 FORWARD
LOOKING STATEMENTS CAUTIONARY
 This
Item 2 and the September 30, 2008 Quarterly Report on Form 10-Q may contain
"forward-looking statements." In some cases, you can identify forward-looking
statements by terminology such as "may," "will," "should," "could," "expects,"
"plans," "intends," "anticipates," "believes," "estimates," "predicts,"
"potential" or "continue" or the negative of such terms and other comparable
terminology. These forward-looking statements include, without limitation,
statements about our market opportunity, our strategies, competition, expected
activities and expenditures as we pursue our business plan, and the adequacy of
our available cash resources. Although we believe that the expectations
reflected in any forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements. Actual results
may differ materially from the predictions discussed in these forward-looking
statements. Changes in the circumstances upon which we base our predictions
and/or forward-looking statements could materially affect our actual results.
Additional factors that could materially affect these forward-looking statements
and/or predictions include, among other things: (1) our limited operating
history; (2) the risks inherent in the investigation, involvement and
acquisition of a new business opportunity; (3) unforeseen costs and expenses;
(4) our ability to continue to raise funds; (5) the Company's ability to comply
with federal, state and local government regulations; and (6) other factors over
which we have little or no control.
 
 We
do not undertake any obligation to publicly update any forward-looking
statement, whether as a result of new information, future events, or otherwise,
except as required by law. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause our actual
results or achievements to be materially different from any future results or
achievements expressed or implied by such forward-looking statements. Such
factors include the factors described in our audited financial statements and
elsewhere in the Company’s December 31, 2007 Annual Report on Form
10-KSB.
 
 Further,
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 on our behalf.
 
 The
following should be read in conjunction with the annual audited Company’s
financial statements included in our December 31, 2007 Annual Report on Form
10-KSB (the “Annual Report”).
 
 Business– 
ECO2Plastics, Inc., “ECO2” or the
“Company”, was incorporated under the laws of the State of Delaware in 2000, and
formed for the purpose of acquiring certain patented technology and the
development of a worldwide market for its usage.  ECO2has
developed a unique and revolutionary cleaning process, referred to as the
ECO2Environmental System (the “ECO2Environmental System”). The ECO2Environmental System cleans post-consumer plastics, without the use of
water, at a substantial cost savings versus traditional methods (the “Process”).
This Process is licensed from Honeywell and the Department of Energy on an
exclusive basis for the life of the patent. Since its inception, ECO2has
invested in the development of the technology and equipment comprising the
ECO2Environmental System, which includes a patent issued in 2007. This
included building several scaled up versions of the Prototype ECO2Environmental System (the “Prototype”), testing of the Prototypes,
building a pilot plant, evaluating the product produced by the Prototype and
real-time testing. The Company’s first full scale production facility was
constructed in Riverbank, California and is now producing saleable product and
ramping up to full scale operations as it further develops the process. ECO2’s goal is
to build and operate plastic recycling plants in the USA that utilize the
ECO2Environmental System and to expand the ECO2Environmental System worldwide. ECO2’s growth
strategy includes organic growth, strategic acquisitions and licensing or
partnership agreements, where appropriate.
 
 The
Company operates in the evolving field of plastics materials recycling. New
developments could both significantly and adversely affect existing and emerging
technologies in the field. The Company's success in developing additional
marketable products and processes and achieving a competitive position will
depend on its ability to attract and retain qualified management personnel and
to raise sufficient capital to meet its operating and development
needs.
 
 Liquidity
and Capital Resources- At September
30, 2008, we had cash and cash equivalents of approximately $1.1 million and a
working capital deficit of approximately $2.3 million, compared to cash and cash
equivalents of $101,000 and a working capital deficit of $18.6 million at
December 31, 2007.  At September 30, 2008, we had total stockholders’
equity of approximately $5.8 million compared with total stockholder's deficit
of approximately $11.8 million at December 31, 2007.  While our
financial position and condition is much improved and we are well positioned for
operational and financial successes in the future, at September 30, 2008, the
Company does not have sufficient cash to meet its needs for the next twelve
months.
 
 
 17
 The
Company has incurred recurring losses from operations and has a net working
capital deficit and has had net capital deficiencies that raise substantial
doubt about its ability to continue as a going concern. The Report of
Independent Registered Public Accounting Firm included in the Company’s December
31, 2007 Annual Report stated that these conditions, among others, raise
substantial doubt about the Company’s ability to continue as a going concern.
Historically, our cash needs have been met primarily through proceeds from
private placements of our equity securities and debt instruments including debt
instruments convertible into our equity securities. Company management intends
to raise additional cash to fund future operations and to provide additional
working capital. However, there is no assurance that such financing will be
obtained.  We expect to continue to raise capital in the future, but cannot
guarantee that such financing activities will be sufficient to fund our current
and future projects and our ability to meet our cash and working capital
needs.
  The
Company’s Board of Directors and Chief Executive Officer continue to be actively
involved in discussions and negotiations with investors with respect to raising
additional cash. During the nine months ended September 30, 2008:
 
 ·
              The
      Company received cash of approximately $3.4 million pursuant to issuance
      of short-term notes payable to new and existing investors (subsequently
      exchanged for equity);
 ·
              Holders
      of convertible notes payable having a total principal amount outstanding
      of approximately $13.2 million, together with accrued interest of
      approximately $1.7 million, converted such notes and returned to the
      Company warrants to purchase approximately 38.6 million shares of
      common stock  at $0.06 per share and in exchange received
      approximately 243.9 million shares of the Company’s common
      stock;
 ·
              Pursuant
      to terms of a special offer made to all holders of warrants to purchase
      common stock, approximately 124.2 million warrants were exchanged 
      for approximately 81.9 million shares of Company common
    stock;
 ·
              The
      Company entered into agreements with certain service providers pursuant to
      which the Company issued approximately 15.9 million shares of its common
      stock as payment for amounts owed for services of approximately
      $754,000;
 ·
              Holders
      of promissory notes having a principal amount of approximately $6.5
      million, together with related accrued interest of $525,000, exchanged
      such notes for 152,000,000 shares of the Company’s Series A Preferred
      Stock and 111,240,040 shares of the Company’s Series B-1 Preferred Stock;
      and
 ·
              The
      Company received cash of approximately $4.5 million relating to the sale
      and issuance of 225,000,000 shares of its Series B-1 Preferred
      Stock.
 ·
              The
      Company received cash of approximately $3.9 million relating to the
      issuance of $3.9 million convertible notes payable and warrants to
      purchase shares of approximately 129 million shares of common stock at
      $0.015 per share.
  The focus
of these efforts is to sufficiently capitalize the Company in order to fund next
generation processing and other equipment, and to provide adequate working
capital for operations with a near-term goal of generating positive cash flow
from operations.
  As a
result of our next generation proprietary CO2 system beginning to come online,
which is expected to significantly reduce production bottle-necks and provide
for increased throughput, and to reduce plant operating costs and use of
cash during the ramp-up period, the Company decided to direct all production to
the next generation technology and accordingly cease operating prior technology
production lines.  In the near term, specifically the quarter ending
December 31, 2008, production volumes and revenues will decrease as the next
generation technology comes on line and then is expected to increase as
throughput increases as a percentage of capacity.  In connection with
ceasing prior technology production, on November 13, 2008 we terminated
approximately 85 employees at our Riverbank plant, thus reducing our workforce
to approximately 35 employees. As production volume increases over the next
several months, similarly, our workforce is expected to
increase.
  Change in
Accounting Principle-The
September 30, 2008 financial statements reflect adoption of EITF
08-4.  In accordance with EITF 08-4 Transition Guidance and SFAS
No. 154, Accounting for
Changes and Error
Corrections, the Company has retrospectively applied the accounting
guidance of EITF 00-27.  During the three months ended March 31, 2008,
certain convertible promissory notes payable were exchanged for shares of
Company common stock and the remaining unamortized debt discount of
approximately $2.2 million was transferred to equity.  As a result of
adoption of EITF 00-27 accounting guidance, the September 30, 2008 financial
statements retrospectively give effect to recognition of the $2.2 million
remaining unamortized debt discount as interest expense.  Accordingly,
interest expense and net loss for the nine months ended September 30, 2008 are
approximately $2.2 million more than would have been in the absence of
retrospective application and additional paid in capital is $2.2 million
more.  There is no effect on cash flows.  There was no
cumulative effect for periods prior to 2008.
 
 Results
of Operations–
 
 Three
months ended September 30, 2008 and 2007
 
 Revenues
were approximately $2.5 million during the three months ended September 30, 2008
as compared to $1.4 million during the comparative prior year period. Revenues
increased due primarily to increased production volumes resulting from
processing improvements and ceasing to sell recycled products at earlier stages
of production.
 
 The
Company derives its revenues from certain major customers.  The loss
of major customers could create a significant financial hardship for the
Company.  During the three months ended September 30, 2008, revenues
from 2 customers represented approximately 71% of total revenues.
 
 18
 Cost of
goods sold consists of the cost of raw materials processed and was approximately
$1.9 million during the three months ended September 30, 2008 as compared to
$1.2 million during the comparative prior year period. There was a gross profit
of $632,000 for the three months ended September 30, 2008 as compared to a gross
profit of $202,000 in the comparative prior year period.  As a percent
of revenues, gross profit was 25% and 14% for the three months ended September
30, 2008 and 2007, respectively.  The plant operated at higher levels
of production during the quarter as a result of process improvements to relieve
bottle-necks and increase capacity and yield.  Most of the output was
shipped at market prices, certain expenses were reduced and the cost of raw
materials decreased slightly during the quarter.
 
 Plant
operations and technology development expenses increased to approximately $2.8
million for the three months ended September 30, 2008 as compared to $1.7
million for the comparative prior year period.  As the Company ramps
up the Riverbank Plant, operating expenses are increasing commensurate with the
increase in operating activity, comprised primarily of payroll and related,
utilities, occupancy, supplies, and repairs and maintenance
expenses.  Payroll and related costs approximated $877,000 in during
the three months ended September 30, 2008 as compared to $737,000 during the
comparative prior year period, and depreciation expense approximated $324,000
during the three months ended September 30, 2008 as compared to $266,000 in the
prior year period.  Other plant operating expenses approximated $1.6
million during the three months ended September 30, 2008 as compared to
approximately $1.2 million during the comparative prior year
period.  As production increases to closer to capacity volumes,
certain plant operations expenses will be included in cost of goods
sold.
 
 General
and administrative expenses decreased to $1.2 million for the three months ended
September 30, 2008 as compared to $2.0 million for the comparative prior year
period.  Payroll and related costs approximated $361,000 during the
three months ended September 30, 2008 as compared to $1.4 million in the
comparative prior year period.  The decrease in 2008 payroll and
related was primarily due to higher non-cash stock-based compensation in the
comparative prior year period of $788,000 as compared to $136,000 during the
comparative 2008 period relating to employment agreements equity awards with
certain executive officers and related recruiter fees payable in equity
securities.  Consulting and legal fees expenses approximated $330,000
during the three months ended September 30, 2008 as compared to $136,000 during
the comparative prior year period, the increase being attributable to $145,000
recorded as a result of issuance of 7.5 million warrants to a
consultant.
 
 As a
result of the above described increase in gross profit, increase in plant
operations and technology development expenses and decrease in general and
administrative expenses, the Company’s loss from operations decreased from
approximately $3.4 million for the three months ended September 30, 2007 to $3.3
million for the three months ended September 30, 2008.
 
 The
Company recorded interest expense of approximately $529,000 for the three months
ended September 30, 2008 as compared to $4.7 million during the prior year
period.  Interest expense includes amortization of debt issue costs and
debt discount of approximately $474,000 during the three months ended September
30, 2008 and $4.2 million during the prior year period.  The decrease
in interest expense for 2008 as compared to the prior year was primarily due to
note conversions in 2008 and the last half of 2007.
 
 The
Company’s net loss decreased from approximately $8.1 million for the three
months ended September 30, 2007, to $3.8 million for the three months ended
September 30, 2008, due primarily to the $4.2 million decrease in interest
expense.
 
 Nine
months ended September 30, 2008 and 2007
 
 Revenues
were approximately $5.4 million during the nine months ended September 30, 2008
as compared to $2.0 during the comparative prior year period. Revenues increased
due primarily to increased production volumes resulting from processing
improvements and decreasing sales of recycled products at earlier stages of
production.
 
 The
Company derives its revenues from certain major customers.  The loss
of major customers could create a significant financial hardship for the
Company.  During the nine months ended September 30, 2008, revenues
from 5 customers represented approximately 85% of total revenues.
 
 Cost of
goods sold consists of the cost of raw materials processed and was approximately
$4.9 million during the nine months ended September 30, 2008 as compared to $1.9
million during the comparative prior year period. There was a gross profit of
$593,000 for the nine months ended September 30, 2008 as compared to a gross
profit of $116,000 in the comparative prior year period.  As a percent
of revenues, gross profit was 11% and 6% for the nine months ended September 30,
2008 and 2007, respectively.  The plant operated at higher levels of
production during the 2008 nine month period as compared to the prior year
period as a result of process improvements to relieve bottle-necks and increase
capacity and yield.  Most of the output was shipped at market prices,
certain expenses were reduced and the cost of raw materials decreased
slightly.
 
 Plant
operations and technology development expenses increased to $6.6 million for the
nine months ended September 30, 2008 as compared to $4.3 million for the
comparative prior year period.  As the Company ramps up the Riverbank
Plant, operating expenses are increasing commensurate with the increase in
operating activity, comprised primarily of payroll and related, utilities,
occupancy, supplies, and repairs and maintenance expenses.  Payroll
and related costs approximated $2.3 million during the nine months ended
September 30, 2008 as compared to $1.4 million during the comparative prior year
period, and depreciation expense approximated $1.0 million during the nine
months ended September 30, 2008 as compared to $788,000 in the prior year
period.  Other plant operating expenses approximated $3.3 million
during the nine months ended September 30, 2008 as compared to $2.5 million
during the comparative prior year period. As production increases to closer to
capacity volumes, certain plant operations expenses will be included in cost of
goods sold.
  19
 General
and administrative expenses decreased to $3.6 million for the nine months ended
September 30, 2008 as compared to $6.6 million for the comparative prior year
period.  Payroll and related costs approximated $2.0 million during
the nine months ended September 30, 2008 as compared to $4.8 million in the
comparative prior year period.  The decrease in 2008 payroll and
related was primarily due to higher non-cash stock-based compensation in the
comparative prior year period of $3.0 million as compared to $972,000 during the
comparative 2008 period relating to employment agreements equity awards with
certain executive officers and related recruiter fees payable in equity
securities.  Consulting and legal fees expenses approximated $662,000
during the nine months ended September 30, 2008 as compared to $614,000 during
the comparative prior year period.
 
 As a
result of the above described increase in gross profit, increase in plant
operations and technology development expenses, decrease in general and
administrative expenses, and the absence of settlement expense of $680,000 in
2007 the Company’s loss from operations decreased from approximately $11.4
million for the nine months ended September 30, 2007 to $9.6 million for the
nine months ended September 30, 2008.
 
 The
Company recorded interest expense of approximately $6.1 million for the nine
months ended September 30, 2008 as compared to $11.8 million during the prior
year period.  Interest expense includes amortization of debt issue costs
and debt discount of approximately $5.5 million during the nine months ended
September 30, 2008 and $10.7 million during the prior year
period.  The decrease in interest expense for 2008 as compared to 2007
was primarily due to note conversions in 2008 and last half of
2007.
  The
Company’s net loss decreased from approximately $23.3 million for the nine
months ended September 30, 2007 to $19.1 million for the nine months ended
September 30, 2008, due primarily to the $1.9 million decrease in loss from
operations and $5.7 million decrease in interest expense, offset by a $3.5
million loss recorded in 2008 representing the excess of fair value of common
stock issued in exchange for accounts payable, notes payable, accrued interest
and warrants.
 
 Inflation -Although our
operations are influenced by general economic conditions, we do not believe that
inflation had a material effect on our results of operations.
 
 Cash
Provided (Used) by Operating, Investing and Financing Activities -During the nine
months ended September 30, 2008 cash used by operating activities increased to
approximately $7.5 million from $5.1 million during the comparative prior year
period, due primarily decreases in accounts payable in the 2008 period as
compared to increases in the prior year period and to the increase in net loss
before depreciation and amortization, stock-based compensation and settlement
expense, amortization of debt issue costs and discount and excess of fair value
of common stock issued, which is approximately $8.0 million in the 2008 period
as compared to $7.3 million during the prior year period.
 
 During
the nine months ended September 30, 2008, cash used by investing activities
decreased to $2.4 million relating to capital expenditures on the recycling
plant as compared to $2.9 million during the prior year period.
 
 During
the nine months ended September 30, 2008, cash provided by financing activities
was approximately $10.9 million as compared to $8.2 million during the
comparative prior year period. During the 2008 period, the Company received cash
of approximately $7.5 million pursuant to issuance of short-term notes payable
to new and existing investors and $4.5 million pursuant to issuances of
preferred stock.  During the 2008 period, the Company repaid $475,000
of short-term notes payable and $173,000 of CIWMB obligations and
incurred stock and debt issue costs of $242,000 and $199,000,
respectively.  During the 2007 period, the Company received proceeds
of approximately $8.6 million (including approximately $1.2 million receivable
for cash in escrow for securities sold in 2006) from sales of private placement
units comprised of convertible promissory notes and warrants.
 
 Critical
Accounting Policies and Estimates – The preparation of
financial statements included in this Quarterly Report requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period.  On an on-going basis,
management evaluates its estimates and judgments. Management bases its estimates
and judgments on historical experiences and on various other factors that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying value of assets and liabilities
that are not readily apparent from other sources.  Actual results may
differ from these estimates under different assumptions or conditions.  The
more significant accounting estimates inherent in the preparation of the
Company's financial statements include estimates as to the depreciable lives of
property and equipment, valuation of accounts receivable and inventories,
amounts of contingent liabilities, valuation of equity related instruments
issued, and the valuation allowance for deferred income tax assets. Our
accounting policies are described in the notes to financial statements included
in the Company's Annual Report on Form 10-KSB. The more critical
accounting policies are as described below.
  Going
concern presentation - The accompanying financial statements have
been prepared in conformity with accounting principles generally accepted in the
United States of America, which contemplate continuation of the Company as a
going concern. Since inception, the Company has reported losses and operating
activities have used cash, and has net working capital deficiencies and has had
net capital deficiencies, which raises substantial doubt about its ability to
continue as a going concern. The Report of Independent Registered Public
Accounting Firm included in the Company’s Annual Report on Form 10-KSB stated
that these conditions, among others, raise substantial doubt about the Company’s
ability to continue as a going concern. Company management intends to arise
additional financing to fund future operations and to provide additional working
capital. However, there is no assurance that such financing will be obtained in
sufficient amounts necessary to meet the Company’s needs. The accompanying
financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classifications of liabilities that may result from the outcome of this
uncertainty.
  20
 Revenue
recognition - The Company recognizes revenue when there is
persuasive evidence of an arrangement, the product has been delivered to the
customer, the sales price is fixed or determinable, and collectability is
reasonably assured. The Company recognizes revenues from sales of recycled
products upon shipment to customers. Amounts received in advance of when
products are delivered are recorded as liabilities until earned. Research or
other types of grants from governmental agencies or private organizations are
recognized as revenues if evidence of an arrangement exists, the amounts are
determinable and collectability is reasonably assured with no further
obligations or contingencies remaining.
  In April
2007 the Company was granted $84,000 for research from a private
consortium.  The Company will receive payments based on achievement of
milestones as defined in the grant.  No payments were received and no
revenues were recognized in 2007 as the milestones were not yet met.  In
2008 certain milestones were met and the Company recognized approximately
$161,000 of revenue.
  Income
taxes - The Company utilizes SFAS No. 109, “Accounting for Income
Taxes,” which requires recognition of deferred tax assets and liabilities for
the expected future tax consequences of events that have been included in the
financial statements or tax returns. Under this method, deferred income taxes
are recognized for the tax consequences in future years of differences between
the tax bases of assets and liabilities and their financial reporting amounts at
each period end based on enacted tax laws and statutory tax rates applicable to
the periods in which the differences are expected to affect taxable income.
Valuation allowances are established, when necessary, to reduce deferred tax
assets to amounts expected to be realized. The Company continues to provide a
full valuation allowance to reduce its net deferred tax asset to zero, inasmuch
as Company management has not determined that realization of deferred tax assets
is more likely than not. The provision for income taxes represents the tax
payable for the period and change during the period in net deferred tax assets
and liabilities.
  Stock-based
compensation– The Company accounts for all options and warrant grants to
employees and consultants in accordance with SFAS 123R, which requires recording
an expense over the requisite service period for the fair value of all options
or warrants granted employees and consultants.
  Recent
accounting pronouncements - Effective January 1, 2008, the Company
adopted SFAS No. 157, “Fair Value Measurements” (“SFAS 157”), for financial
assets and liabilities. Adoption of SFAS 157 did not have a material impact on
the Company’s results of operations, financial position or liquidity. This
standard defines fair value, provides guidance for measuring fair value and
requires certain disclosures. This standard does not require any new fair value
measurements, but rather applies to all other accounting pronouncements that
require or permit fair value measurements. This standard does not apply
measurements related to share-based payments. SFAS 157 discusses valuation
techniques, such as the market approach (comparable market prices), the income
approach (present value of future income or cash flow), and the cost approach
(cost to replace the service capacity of an asset or replacement cost). The
statement utilizes a fair value hierarchy that prioritizes the inputs to
valuation techniques used to measure fair value into three broad levels. The
following is a brief description of those three levels:
  Level
1: Observable inputs such as quoted prices (unadjusted) in active
markets for identical assets or liabilities.
  Level
2: Inputs other than quoted prices that are observable for the asset or
liability, either directly or indirectly. These include quoted prices for
similar assets or liabilities in active markets and quoted prices for identical
or similar assets or liabilities in markets that are not active.
  Level
3: Unobservable inputs that reflect the reporting entity’s own
assumptions.
  The
Company’s financial assets subject to fair value measurements are comprised of
cash and cash equivalents of $1,165,000 all of which are valued using Level 1
observable inputs.
  In
February 2008, the Financial Accounting Standards Board, or FASB, issued FASB
Staff Position No. FAS 157-2, Effective Date of
FASB Statement No. 157, which provides a one year deferral of the
effective date of SFAS 157 for non-financial assets and non-financial
liabilities, except those that are recognized or disclosed in the financial
statements at fair value at least annually. Therefore, the Company adopted the
provisions of SFAS 157 with respect to its financial assets and liabilities
only.
 
 In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities (“SFAS 159”), which is effective for
fiscal years beginning after November 15, 2007.  Adoption of SFAS 159
did not have a material impact on the Company’s results of operations, financial
position or liquidity.
 
 In June
2007, the Emerging Issues Task Force of the FASB issued EITF Issue No. 07-3,
Accounting for Nonrefundable
Advance Payments for Goods or Services to be Used in Future Research and
Development Activities, (“EITF 07-3”), which is effective for fiscal
years beginning after December 15, 2007. EITF 07-3 requires that nonrefundable
advance payments for future research and development activities be deferred and
capitalized. Such amounts will be recognized as an expense as goods are
delivered or services are performed. Adoption of EITF 07-3 did not have a
material impact on the Company’s results of operations, financial position or
liquidity.
 
 21
  In
December 2007, the FASB issued SFAS No. 141(R), Business Combinations(“SFAS
141(R)”), which replaces SFAS No. 141. SFAS No. 141(R) establishes principles
and requirements for how an acquirer recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, any
non-controlling interest in the acquiree and the goodwill acquired. The
Statement also establishes disclosure requirements which will enable users to
evaluate the nature and financial effects of the business combination. SFAS
141(R) is effective for fiscal years beginning after December 15, 2008. The
adoption of SFAS 141(R) will have an impact on accounting for future business
combinations.
  In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements – an amendment of Accounting Research Bulletin
No. 51(“SFAS 160”), which establishes accounting and reporting standards
for ownership interests in subsidiaries held by parties other than the parent,
the amount of consolidated net income attributable to the parent and to the
noncontrolling interest, changes in a parent’s ownership interest and the
valuation of retained non-controlling equity investments when a subsidiary is
deconsolidated. The Statement also establishes reporting requirements that
provide sufficient disclosures that clearly identify and distinguish between the
interests of the parent and the interests of the non-controlling owners. SFAS
160 is effective for fiscal years beginning after December 15, 2008. In the
absence of possible future investments, application of SFAS 160 will have no
effect on the Company’s financial statements.
  In March
2008, the FASB issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities – an amendment of SFAS No. 133.
This statement changes the disclosure requirements for derivative instruments
and hedging activities. SFAS No. 161 requires enhanced disclosures about
(a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under SFAS
No. 133, Accounting for
Derivative Instruments and Hedging Activities, and its related
interpretations, and (c) how derivative instruments and related hedged
items affect an entity’s financial position, financial performance, and cash
flows. SFAS No. 161 is effective for the Company beginning January 1,
2009. The Company does not use derivative financial instruments nor does it
engage in hedging activities.  The Company is currently evaluating the
impact of implementation of SFAS No. 161 on its financial position, results
of operations and cash flows.
  In June
2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted
Accounting Principles. This statement identifies the sources of generally
accepted accounting principles and provides a framework, or hierarchy, for
selecting the principles to be used in preparing U.S. GAAP financial statements
for nongovernmental entities.  This statement makes the GAAP hierarchy
explicitly and directly applicable to preparers of financial
statements.  The hierarchy of authoritative accounting guidance is not
expected to change current practice but is expected to facilitate the FASB ‘s
plan to designate as authoritative its forthcoming codification of accounting
standards.  This statement is effective 60 days following the SEC’s
approval of the PCAOB’s related amendments to remove the GAAP hierarchy from its
auditing standards.
  In June
2008, the Emerging Issues Task Force of the FASB issued EITF Issue No. 08-4,
Transition Guidance for
Conforming Changes to Issue No. 98-05(“EITF 08-4”), which is effective
for fiscal years ending after December 15, 2008, with earlier application
permitted.  EITF 08-4 provides for, among other things, revisions to
certain provisions of EITF 98-05, including nullification of guidance under EITF
98-05 that upon conversion, unamortized discounts for instruments with
beneficial conversion features should be included in the carrying value of the
convertible security that is transferred to equity at the date of
conversion.  This nullification was made to update guidance to
acknowledge the issuance of EITF Issue No. 00-27, which revised accounting
guidance to require immediate recognition of interest expense for the
unamortized discount.
 
 
 Item
3.  Quantitative and Qualitative Disclosures about Market
Risk.
 
 We do not
use derivative financial instruments. Our financial instruments consist of cash
and cash equivalents, trade accounts receivable, accounts payable and short and
long-term borrowing obligations. Investments in highly liquid instruments
purchased with a remaining maturity of 90 days or less at the date of purchase
are considered to be cash equivalents.
 
 Our
exposure to market risk for changes in interest rates relates primarily to our
cash and cash equivalents and short and long-term obligations, all of which have
fixed interest rates. Thus, fluctuations in interest rates would not have a
material impact on the fair value of these securities.  Based on our
cash and cash equivalents balances at September 30, 2008, a 100 basis point
increase or decrease in interest rates would result in an immaterial increase or
decrease in interest income on an annual basis.
 
 Cash and
cash equivalents are maintained at financial institutions and, at times,
balances may exceed federally insured limits.  The Company has never
experienced any losses related to these balances.  Such amounts on
deposit in excess of federally insured limits at September 30, 2008 approximated
$1 million.
  22
 
 
 Item
4.  Controls and Procedures
 
 (a)
Disclosure controls and procedures.
 
 The
Company maintains disclosure controls and procedures that are designed to ensure
that information required to be disclosed in the Company’s Exchange Act reports
is recorded, processed, summarized and reported within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to the Company’s management, including its Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
in accordance with the required "disclosure controls and  procedures"
as defined in Rule 13a-15(e).  The Company’s disclosure and control
procedures are designed to provide reasonable assurance of achieving their
objectives, and the principal executive officer and principal financial officer
of the Company concluded that the Company’s disclosure controls and procedures
were effective at the reasonable assurance level.
 
 Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is
defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act, as
amended, as a process designed by, or under the supervision of, a company’s
principal executive and principal financial officers and effected by a company’s
board of directors, management and other personnel to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles. Our internal control over financial reporting
includes those policies and procedures that:
  ·
              pertain
      to the maintenance of records that, in reasonable detail, accurately and
      fairly reflect the transactions and dispositions of our
      assets;
 ·
              provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that our receipts and expenditures are being
      made only in accordance with authorizations of our management and
      directors; and
 ·
              provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on the financial
  statements.
  Internal
control over financial reporting cannot provide absolute assurance of achieving
financial reporting objectives because of its inherent limitations. 
Internal control over financial reporting is a process that involves human
diligence and compliance and is subject to lapses in judgment and breakdowns
resulting from human failures. Internal control over financial reporting also
can be circumvented by collusion or improper management override.  Because
of such limitations, there is a risk that material misstatements may not be
prevented or detected on a timely basis by internal control over financial
reporting. However, these inherent limitations are known features of the
financial reporting process.  Therefore, it is possible to design into the
process safeguards to reduce, though not eliminate, this risk.  In
addition, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in
conditions or that the degree of compliance with the policies or procedures may
deteriorate.
  In order
to evaluate the effectiveness of our internal control over financial reporting
as of December 31, 2007, as required by Sections 404 of the Sarbanes-Oxley Act
of 2002, our management commenced an assessment, based on the criteria set forth
in Internal Control--Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (the "COSO Framework"). A
material weakness is a control deficiency, or a combination of control
deficiencies, that results in more than a remote likelihood that a material
misstatement of our annual or interim financial statements will not be prevented
or detected on a timely basis. In assessing the effectiveness of our internal
control over financial reporting, our management, including the chief executive
officer and interim chief financial officer, could not conclude that our
internal controls and procedures were sufficient to ensure that we maintained
appropriate internal control over financial reporting at December 31, 2007, as
while we considered the criteria established in the COSO Framework, we did not
perform a complete assessment as outlined in Commission Guidance Regarding
Management’s Report on Internal Control Over Financial Reporting Under Section
13(a) or 15(d) of the Exchange Act. In summary, the Company did not conduct
sufficient testing of internal controls in 2007 to satisfy COSO requirements. As
a result, we have put an implementation plan in place whereby in 2008 sufficient
testing to satisfy COSO requirements will be performed. The absence of the
ability to conclude as to the sufficiency of internal controls, is a material
weakness.
 
 Despite
the insufficient testing, we believe that our financial statements contained in
our Annual Report on Form 10-KSB filed with the SEC fairly present our financial
position, results of operations and cash flows for the fiscal year ended
December 31, 2007 in all material respects. Our Annual Report does not include
an attestation report of our independent registered public accounting firm
regarding internal control over financial reporting. Our internal controls were
not subject to attestation by our independent registered public accounting firm
pursuant to temporary rules of the Securities and Exchange Commission that
permit us to provide only management’s report in this annual
report.
 
 23
  Our
management, with the participation of our Chief Executive Officer and Interim
Chief Financial Officer, assessed the effectiveness of the Company’s disclosure
controls and procedures (as defined in the rules and regulations of the SEC
under the Exchange Act) as of September 30, 2008 (the “Evaluation
Date”).   For those reasons noted above with respect to the
assessment of control effectiveness at December 31, 2007, Management determined
that its controls were ineffective, and accordingly, has concluded that the
Company’s disclosure controls over financial reporting were not effective as of
the Evaluation Date.
 
 (b)
Changes in internal control over financial reporting.
 
 We are
assessing the effectiveness of our internal controls over financial reporting on
an account by account basis as a part of our on-going accounting and financial
reporting review process in order to comply with Section 404 of the
Sarbanes-Oxley Act of 2002, which requires our management to assess the
effectiveness of our existing internal controls.  This effort includes
documenting, evaluating the design of and testing the effectiveness of our
internal controls over financial reporting.  We intend to continue to
refine and improve our internal controls on an ongoing basis.  During
this process, we may identify items for review or deficiencies in our system of
internal controls over financial reporting that may require strengthening or
remediation.
  There
have been no changes in our internal controls over financial reporting during
our most recent fiscal quarter that have materially affected, or are reasonably
likely to materially affect, our internal controls over financial
reporting.
 
 
 PART II - OTHER INFORMATION
 
 Item
1.                                Legal
Proceedings
 
 The
Company is unaware of any threatened or pending litigation against it not in the
ordinary course of business and that has not previously been
disclosed.
 
 
 Item
1A.                        Risk
Factors
  Risks Related to Our Business
  We
have had losses since our inception. We expect losses to continue in the near
future and there is a risk we may never become profitable.
 
 We have
incurred losses and experienced negative operating cash flows since inception.
While we cannot guarantee future results, levels of activity, performance or
achievements, we expect our revenues to continue to grow in the coming quarters,
which will produce gross profits in such amounts so as to more than cover our
operating expenses.  Actual results may differ materially from those
predicted and changes in the circumstances upon which we base our predictions
could materially affect our actual results.
 
 Our
independent registered public accounting firm, Salberg & Company,
P.A., has expressed doubt about our ability to continue as a going concern,
which may hinder our ability to obtain future financing.
 
 Salberg
& Company, P.A., in its report of independent registered public accounting
firm for the years ended December 31, 2007 and 2006, has expressed “substantial
doubt” as to our ability to continue as a going concern based on significant
operating losses that we incurred. Our financial statements do not include any
adjustments that might result from the outcome of that uncertainty. As a result
of the going concern disclosure, we may find it much more difficult to obtain
financing in the future, if required. Further, any financing we do obtain may be
on less favorable terms.
 
 We
have few proprietary rights, the lack of which may make it easier for our
competitors to compete against us.
 
 The
exclusive Patent License Agreement being granted to the Company, as amended,
(the “License Agreement”) for our technology with Honeywell FM&T for the
system is for the life of the patent, or until terminated by Honeywell FM&T
in the event of (i) the bankruptcy of the Company; (ii) an assignment for the
benefit of creditors of the Company, (iii) the nationalization of the industry
which encompasses any of the products and/or services, limited only within the
nationalizing country; (iv) any suspension of payments hereunder by governmental
regulation, (v)  the Company’s failure to commercialize the licensed
technology under this License Agreement; (vi) or the existence of a state of war
between the United States of America and any country where the Company has a
License to manufacture products and/or services.
 
 24
  If
we are unable to manage our growth, our growth prospects may be limited and our
future profitability may be adversely affected.
  We intend
to expand our sales and marketing programs and our manufacturing capability.
Rapid expansion may strain our managerial, financial and other resources. If we
are unable to manage our growth, our business, operating results and financial
condition could be adversely affected. Our systems, procedures, controls and
management resources also may not be adequate to support our future operations.
We will need to continually improve our operational, financial and other
internal systems to manage our growth effectively, and any failure to do so may
lead to inefficiencies and redundancies, and result in reduced growth prospects
and profitability.
 
 We
are subject to intellectual property infringement claims, which may cause us to
incur litigation costs and divert management attention from our
business.
 
 Any
intellectual property infringement claims against us, with or without merit,
could be costly and time-consuming to defend and divert our management’s
attention from our business. If our products were found to infringe a third
party’s proprietary rights, we could be required to enter into royalty or
licensing agreements in order to be able to sell our products. Royalty and
licensing agreements, if required, may not be available on terms acceptable to
us or at all.
 
 The
success of our business is heavily dependent upon our ability to secure raw
plastic.
 
 Our
ability to generate revenue depends upon our ability to secure raw plastic (PET
and HDPE flake).  To the extent that we are unable to secure enough raw
plastic, our business, financial condition and results of operations will be
materially adversely affected.
  If
we were to lose the services of our Chief Executive Officer our business would
suffer.
 
 We are
substantially dependent upon the continued services of Rodney S. Rougelot, our
Chief Executive Officer. The loss of the services of Mr. Rougelot through
incapacity or otherwise would have a material adverse effect upon our business
and prospects. To the extent that his services become unavailable, we will be
required to retain other qualified personnel, and there can be no assurance that
we will be able to recruit and hire qualified persons upon acceptable
terms.
 
 Should a
change in the Chief Executive Officer occur, without the consent of holders of a
majority of the outstanding shares of Series B Preferred Stock, holders of a
majority of the then outstanding shares of Series B Preferred Stock could
require redemption of the Series B Preferred Stock.
 
 Penny
stock regulations.
 
 The
Securities Enforcement Penny Stock Act of 1990 requires specific disclosure to
be made available in connection with trades in the stock of companies defined as
“penny stocks.” The Commission has adopted regulations that generally define a
penny stock to be any equity security that has a market price of less than $5.00
per share, subject to certain exceptions. Such exceptions include any equity
security listed on NASDAQ and any equity security issued by an issuer that has
(i) net tangible assets of at least $2,000,000, if such issuer has been in
continuous operation for three years; (ii) net tangible assets of at least
$5,000,000, if such issuer has been in continuous operation for less than three
years; or (iii) average annual revenue of at least $6,000,000, if such issuer
has been in continuous operation for less than three years. Unless an exception
is available, the regulations require the delivery, prior to any transaction
involving a penny stock, of a disclosure schedule explaining the penny stock
market and the risks associated therewith as well as the written consent of the
purchaser of such security prior to engaging in a penny stock transaction. The
regulations on penny stocks may limit the ability of the purchasers of our
securities to sell their securities in the secondary marketplace. Our common
stock is currently considered a penny stock.
  We
may encounter potential environmental liability which our insurance may not
cover.
 
 We may,
in the future, receive citations or notices from governmental authorities that
our operations are not in compliance with our permits or certain applicable
regulations, including various transportation, environmental or land use laws
and regulations. Should we receive such citations or notices, we would generally
seek to work with the authorities to resolve the issues raised by such citations
or notices. There can be no assurance, however, that we will always be
successful in this regard, and the failure to resolve a significant issue could
result in adverse consequences to us.
 
 While we
maintain insurance, such insurance is subject to various deductible and coverage
limits and certain policies exclude coverage for damages resulting from
environmental contamination. There can be no assurance that insurance will
continue to be available to us on commercially reasonable terms, that the
possible types of liabilities that may be incurred by us will be covered by its
insurance, that our insurance carriers will be able to meet their obligations
under their policies or that the dollar amount of such liabilities will not
exceed our policy limits. An uninsured claim, if successful and of significant
magnitude, could have a material adverse effect on our business, results of
operations and financial condition.
 
 25
  We
may need to hire additional employees as we grow.
 
 We may
need to hire additional employees to implement our business plan. In order to
continue to grow effectively and efficiently, we will need to implement and
improve our operational, financial and management information systems and
controls and to train, motivate and manage our employees. We intend to review
continually and upgrade our management information systems and to hire
additional management and other personnel in order to maintain the adequacy of
its operational, financial and management controls. There can be no assurance,
however, that we will be able to meet these objectives.
 
 We
may be unable to obtain and maintain licenses or permits, zoning, environmental
and/or other land use approvals that we need to use a landfill and operate our
plants.
 
 These
licenses or permits and approvals are difficult and time-consuming to obtain and
renew, and elected officials and citizens’ groups frequently oppose them.
Failure to obtain and maintain the permits and approvals we need to own or
operate our plants, including increasing their capacity, could materially and
adversely affect our business and financial condition.
 
 Changes
in environmental regulations and enforcement policies could subject us to
additional liability and adversely affect our ability to continue certain
operations.
 
 Because
the environmental industry continues to develop rapidly, we cannot predict the
extent to which our operations may be affected by future enforcement policies as
applied to existing laws, by changes to current environmental laws and
regulations, or by the enactment of new environmental laws and
regulations.  Any predictions regarding possible liability under such
laws are complicated further by current environmental laws which provide that we
could be liable, jointly and severally, for certain activities of third parties
over whom we have limited or no control.
 
 If
environmental regulation enforcement is relaxed, the demand for our products may
decrease.
 
 The
demand for our services is substantially dependent upon the public’s concern
with, and the continuation and proliferation of, the laws and regulations
governing the recycling of plastic. A decrease in the level of public concern,
the repeal or modification of these laws, or any significant relaxation of
regulations relating to the recycling of plastic would significantly reduce the
demand for our services and could have a material adverse effect on our
operations and financial condition.
 
 Item
2.  Unregistered Sales of Equity Securities and Use of
Proceeds.
 
 During
the period covered by this Form 10-Q, the Company sold the following securities
which were not registered under the Securities Act of 1933 (the
“Act”):
 
 Convertible Notes
Payable – During the three months ended September 30, 2008, the Company
received cash of approximately $3.9 million and a promissory note with related
accrued interest totaling approximately $101,000 and in exchange issued
convertible notes payable (the “Convertible Notes”) of approximately $4.0
million and warrants to purchase approximately 132 million shares of Company
common stock.  The Convertible Notes bear interest at 15%, and are due
March 31, 2009.   Upon written election at the discretion of
holders of 60% or more of the aggregate principal amount of Convertible Notes
then outstanding, the entire principal amount of such notes, together with all
accrued interest, which shall be computed as if such notes were held until March
31, 2009, regardless of whether converted prior to that date, shall be
converted.  If the Company has raised $1 million in new equity (as
defined), the conversion price would be the lesser of 80% of the new equity
price or $0.015 per share.  If such next equity financing has not
occurred, then the conversion securities shall consist of shares of a newly
created series of Series C Convertible Preferred Stock of the Company having
rights, preferences and privileges substantially similar to those of the
Company’s Series B Stock, except that the liquidation preference shall be senior
to the Series B Stock and the Company’s Series A Convertible Preferred Stock, at
a price per share equal to $0.015 (subject to appropriate adjustment for all
stock splits, subdivisions, combination, recapitalizations and the like) until
April 2015.  The Company has pledged as collateral pursuant to terms
of a Security Agreement relating to the Convertible Notes, as amended,
substantially all of its assets, subject only to a security interest granted to
CIWMB.
 
 
 Item
3.  Defaults Upon Senior Securities
 
 Not
applicable.
 
 26
  Item
4.  Submission of Matters to a Vote of Securities Holders
 
 In July
2008, ECO2’s board of
directors approved an amendment of the Company’s Certificate of Incorporation,
as amended, to change the number of authorized shares to Two Billion Two Hundred
Million shares of capital stock (the “Authorized Amount”).  Of the
Authorized Amount, One Billion Five Hundred Million (1,500,000,000) shares are
classified as common stock and Seven Hundred Million Shares (700,000,000) shares
are classified as preferred stock.   On August 1, 2008, the
Company filed a Definitive Schedule 14C (File No. 033-31067).
 
 
 In
connection with the financing agreements executed by the Company during August
and September 2008, and pursuant to the Preliminary Schedule 14C filed by the
Company on November 6, 2008, the Company seeks to amend its Certificate of
Incorporation again with the state of Delaware (the “Amendment”) to increase the
amount of authorized shares of capital stock.  In August 2008, ECO2’s
board of directors approved an amendment of the Company’s Certificate of
Incorporation, as amended, to change the number of authorized shares to Four
Billion Two Hundred Million (4,200,000,000) shares of capital stock (the
“Amended Authorized Amount”).  Of the Amended Authorized Amount, Two
Billion Five Hundred Million (2,500,000,000) shares shall continue to be
classified as common stock and One Billion Seven Hundred Million (1,700,000,000)
shares shall be classified as preferred stock.
  Item
5.  Other Information
 
 See Item
4 above. In addtion, effective November 17, 2008, the trading symbol for the
Company's common stock changed to EOPI from ECOO.
 
 Item 6.  Exhibits
 
 [See
Exhibit Index below after signatures]
 
 
 27
 SIGNATURES
 
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this
report has been signed by the following persons on behalf of the Registrant in
the capacities and on the dates indicated.
  ECO2 PLASTICS,
INC.
 
 
 /s/
Rodney S. Rougelot
 Rodney S.
Rougelot
 Director,
Chief Executive Officer and Interim Chief Financial Officer
 
 DATE
 
 November 14,
2008
 
 
 28
 EXHIBIT
INDEX
 
 Exhibit
      No.
              
              Description
              
              Location3.1(i)
              
              Amendment
      to Restated Certificate of Incorporation
              
              Incorporated
      by reference to Exhibit A to the DEF-14C filed by the Company on November
      30, 2005.3.2(i)
              
              Restated
      Certificate of Incorporation
              
              Incorporated
      by reference to Exhibit B to the DEF-14C filed by the Company on September
      9, 2002.3.3(i)
              
              Certificate
      of Incorporation
              
              Incorporated
      by reference to the Form S-18 Registration Statement filed by the Company
      File No. 33-31-67.3.4(i)
              
              Amendment
      to Restated Certificate of Incorporation
              
              Incorporated
      by reference to the DEF-14C filed by the Company on February 22,
      2007.3.5(i)
              
              Amendment
      to Restated Certificate of Incorporation
              
              Incorporated
      by reference to the DEF-14C filed by the Company on May 15,
      2008.3.6(i)
              
              Amendment
      to Restated Certificate of Incorporation
              
              Incorporated
      by reference to the DEF-14C filed by the Company on August 1,
      2008.3.7(ii)
              
              Bylaws
              
              Incorporated
      by reference to Exhibit B to the DEF-14C filed by the Company on September
      9, 2002.31.1
              
              Certification
      of CEO and Interim CFO pursuant to Section 302 of the Sarbanes-Oxley
      Act
              
              Attached32.1
              
              Certification
      of CEO and Interim CFO pursuant to Section 906 of the Sarbanes-Oxley
      Act
              
              Attached
 
  
 29