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 MARCH 31, 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 April
24, 2008 is 547,391,245.
 
 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
              14Item
      3
              
              Quantitative
      and Qualitative Disclosures About Market Risk
              18Item
      4
              
              Controls
      and Procedures
              18PART
      II
              
              OTHER
      INFORMATION
              21Item
      1
              
              Legal
      Proceedings
              21Item
      1A
              
              Risk
      Factors
              21Item
      2
              
              Unregistered
      Sales of Equity Securities and Use of Proceeds
              22Item
      3
              
              Defaults
      Upon Senior Securities
              22Item
      4
              
              Submission
      of Matters to a Vote of Security Holders
              23Item
      5
              
              Other
      Information
              23Item
      6
              
              Exhibits
              23Signatures
              24
 2
 PART I - FINANCIAL INFORMATION
 
 Item
1.                      Financial
Statements.
  ECO2
      Plastics, Inc.Condensed
      Balance Sheets(in
      thousands, except share and per share data)March
      31,
                
                
                December
      31,2008
                
                
                2007(unaudited)Cash
      and cash equivalents
                
                $
                63
                
                
                $
                101Accounts
      receivable, net of allowance of $48
                
                
                491
                
                
                
                581Inventory
                
                
                370
                
                
                
                475Prepaid
      expenses and other current assets
                
                
                1
                
                
                
                2Total
      current assets
                
                
                925
                
                
                
                1,159Property
      and equipment, net
                
                
                7,591
                
                
                
                7,864Deferred
      debt issue costs, net
                
                
                -
                
                
                
                445Other
      assets
                
                
                47
                
                
                
                47Total
      assets
                
                $
                8,563
                
                
                $
                9,515Current
      liabilitiesAccounts
      payable
                
                $
                2,963
                
                
                $
                2,900Accounts
      payable to related parties
                
                
                89
                
                
                
                692Accrued
      liabilities
                
                
                529
                
                
                
                645Accrued
      interest on notes payableDue
      to related parties
                
                
                255
                
                
                
                846Due
      to others
                
                
                121
                
                
                
                801Notes
      payable, net of debt discountDue
      to related parties, net of debt discount of $236 and
$1,856
                
                
                3,310
                
                
                
                7,415Due
      to others, net of debt discount of $468 and $2,558
                
                
                2,719
                
                
                
                5,910Current
      portion of note payable to California Integrated Waste Management
      Board
                
                
                203
                
                
                
                200Participation
      Certificates obligations issued prior to 2004
                
                
                354
                
                
                
                354Total
      current liabilities
                
                
                10,543
                
                
                
                19,763Note
      payable to California Integrated Waste Management Board, net of current
      portion
                
                
                1,438
                
                
                
                1,507Total
      liabilities
                
                
                11,981
                
                
                
                21,270Commitments
      and contingencies (Note 7)Stockholders'
      deficitPreferred
      stock, $0.001 par value, 500,000,000 shares authorized, none issued and
      outstanding
                
                
                -
                
                
                
                -Common
      stock, $0.001 par value,1,500,000,000 shares authorized,200,120,594
      and 190,920,594 shares issued and outstanding
                
                
                200
                
                
                
                191341,977,994
      and 7,180,000 shares issuable
                
                
                342
                
                
                
                7Additional
      paid-in capital
                
                
                84,194
                
                
                
                66,843Deferred
      stock-based consulting
                
                
                (20
                )
                
                
                (24
                )Accumulated
      deficit
                
                
                (88,134
                )
                
                
                (78,772
                )Total
      stockholders' deficit
                
                
                (3,418
                )
                
                
                (11,755
                )Total
      liabilities and stockholders' deficit
                
                $
                8,563
                
                
                $
                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 March 31,2008
                
                
                2007Revenue
                
                $
                1,510
                
                
                $
                99Cost
      of goods sold
                
                
                1,593
                
                
                
                174Gross
      profit
                
                
                (83
                )
                
                
                (75
                )Operating
      expensesPlant
      operations and technology development
                
                
                1,864
                
                
                
                1,041General
      and administrative, including share-basedpayments
      expense of $450 and $1,157
                
                
                1,314
                
                
                
                2,285Total
      operating expenses
                
                
                3,178
                
                
                
                3,326Loss  from
      operations
                
                
                (3,261
                )
                
                
                (3,401
                )Other
      income (expense)Interest
      expense, including amortization of debt discountand
      debt issue costs of $2,261 and $3,081
                
                
                (2,643
                )
                
                
                (3,409
                )Excess
      of fair value of common stock issued and issuable in
    exchangefor
      accounts payable, notes payable, accrued interest and
    warrants
                
                
                (3,458
                )
                
                
                -Total
      other income (expense)
                
                
                (6,101
                )
                
                
                (3,409
                )Loss
      before income taxes
                
                
                (9,362
                )
                
                
                (6,810
                )Income
      taxes
                
                
                -
                
                
                
                -Net
      loss
                
                $
                (9,362
                )
                
                $
                (6,810
                )Net
      loss per share, basic and diluted
                
                $
                (0.03
                )
                
                $
                (0.05
                )Weighted
      average shares used in computingnet
      loss per share, basic and diluted
                
                
                306,167
                
                
                
                131,232See
      accompanying notes to condensed financial statements.
  4
  ECO2
      Plastics, Inc.Condensed
      Statement of Changes in Stockholders' DeficitFor
      the Three Months Ended March 31, 2008(in
      thousands, except share data)(unaudited)Common
      Stock
                
                
                Additional
                
                
                DeferredCommon
      stock
                
                
                Issuable
                
                
                paid-in
                
                
                stock-based
                
                
                AccumulatedShares
                
                
                Amount
                
                
                Shares
                
                
                Amount
                
                
                capital
                
                
                consulting
                
                
                deficit
                
                
                TotalBalance
      at December 31, 2007
                
                
                190,920,594
                
                
                $
                191
                
                
                
                7,180,000
                
                
                $
                7
                
                
                $
                66,843
                
                
                $
                (24
                )
                
                $
                (78,772
                )
                
                $
                (11,755
                )Amortization
      of deferred stock-based consulting
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                4
                
                
                
                
                
                
                
                4Value
      of warrants issued with notes payable
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                540
                
                
                
                
                
                
                
                
                
                
                
                540Stock-based
      compensation expense
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                450
                
                
                
                
                
                
                
                
                
                
                
                450Shares
      issuable for payment of accounts payable
                
                
                
                
                
                
                
                
                
                
                15,944,077
                
                
                
                16
                
                
                
                813
                
                
                
                
                
                
                
                
                
                
                
                829Shares
      vested for executive compensation
                
                
                2,200,000
                
                
                
                2
                
                
                
                
                
                
                
                
                
                
                
                (2
                )
                
                
                
                
                
                
                
                
                
                
                -Shares
      issued and issuable in exchange for notespayable,  accrued
      interest and warrants
                
                
                
                
                
                
                
                
                
                
                325,853,917
                
                
                
                326
                
                
                
                15,550
                
                
                
                
                
                
                
                
                
                
                
                15,876Issuance
      of shares previously recorded as issuable
                
                
                7,000,000
                
                
                
                7
                
                
                
                (7,000,000
                )
                
                
                (7
                )
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                -Net
      loss
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (9,362
                )
                
                
                (9,362
                )Balance
      at March 31, 2008
                
                
                200,120,594
                
                
                $
                200
                
                
                
                341,977,994
                
                
                $
                342
                
                
                $
                84,194
                
                
                $
                (20
                )
                
                $
                (88,134
                )
                
                $
                (3,418
                )See
      accompanying notes to condensed financial statements.
  5
  ECO2
      Plastics, Inc.Condensed
      Statements of Cash Flows(in
      thousands)(unaudited)Three
      months ended March 31,2008
                
                
                2007Cash
      flows from operating activities:Net
      loss
                
                $
                (9,362
                )
                
                $
                (6,810
                )Adjustments
      to reconcile net loss to net cash used by operating
      activities:Depreciation
      and amortization
                
                
                360
                
                
                
                232Excess
      of fair value of common stock issued and issuable in
    exchangefor
      accounts payable, notes payable, accrued interest and
    warrants
                
                
                3,458
                
                
                
                -Stock-based
      compensation expense
                
                
                454
                
                
                
                1,157Amortization
      of debt issue costs  and discount
                
                
                2,261
                
                
                
                3,081Expenses
      paid by issuance of notes payable
                
                
                
                
                
                
                75Changes
      in operating assets and liabilities:Accounts
      receivable
                
                
                90
                
                
                
                (86
                )Inventory
                
                
                105
                
                
                
                57Prepaid
      expenses and other assets
                
                
                1
                
                
                
                33Accounts
      payable
                
                
                214
                
                
                
                487Accrued
      liabilities
                
                
                315
                
                
                
                101Net
      cash used by operating activities
                
                
                (2,104
                )
                
                
                (1,673
                )Cash
      flows from investing activities:Purchase
      of property, plant & equipment
                
                
                (87
                )
                
                
                (1,237
                )Net
      cash used by investing activities
                
                
                (87
                )
                
                
                (1,237
                )Cash
      flows from financing activities:Payments
      on CIWMB note payable
                
                
                (67
                )
                
                
                (64
                )Proceeds
      from issuance of notes payable
                
                
                2,220
                
                
                
                3,002Principal
      payments on capital lease obligations
                
                
                -
                
                
                
                (8
                )Proceeds
      from exercise of warrants
                
                
                -
                
                
                
                2Payments
      of debt issue costs
                
                
                -
                
                
                
                (108
                )Net
      cash provided  by financing activities
                
                
                2,153
                
                
                
                2,824Net
      decrease  in cash and cash equivalents
                
                
                (38
                )
                
                
                (86
                )Cash
      and cash equivalents, beginning of period
                
                
                101
                
                
                
                97Cash
      and cash equivalents, end of period
                
                $
                63
                
                
                $
                11Supplemental
      disclosures of cash flow information:Cash
      paid for interest
                
                $
                18
                
                
                $
                19Cash
      paid for income taxes
                
                $
                -
                
                
                $
                -Supplemental
      disclosures of non-cash investing and financing
activities:Debt
      discounts
                
                $
                540
                
                
                $
                2,075Deferred
      debt issue costs
                
                $
                -
                
                
                $
                82Common
      stock exchanges for notes payable, accrued interest and
      warrants
                
                $
                12,492
                
                
                $
                -Common
      stock exchanged for accounts payable and accrued
    liabilities
                
                $
                754
                
                
                $
                123See
      accompanying notes to condensed financial statements.
  6
 ECO2 Plastics,
Inc.
 Notes
to Condensed Financial Statements
 March
31, 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 the purpose of acquiring certain patented technology and the
development of a worldwide market for its usage.  In March 2007, the
Company changed its name from Itec Environmental Group, Inc.
  ECO2 has
developed a unique and revolutionary patented process and system, referred to as
the ECO2TM
Environmental System (the “ECO2
Environmental 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 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
ECO2Environmental System, which includes a “Process Patent” granted 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 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. While the Company is seeking financing
through equity and loans, there can be no assurance that it 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 net working capital deficiency that raises substantial
doubt about its ability to continue as a going concern. The Company reported a
net loss of approximately $9.4 million for the three months ended March 31,
2008, and $32.6 million for the year ended December 31, 2007, and operating
activities used cash of approximately $2.1 million during the three months ended
March 31, 2008 and $7.2 million for the year ended December 31, 2007, and as of
March 31, 2008, had a working capital deficit of $9.6 million and a
stockholders’ deficit of $3.4 million, including accumulated losses from
inception of $88.1 million.
  Company
management intends to raise additional debt and equity financing to fund future
capital expenditures, operations and to provide additional working
capital.  During the three months ended March 31, 2008, the Company
has (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 (subsequent to March 31, shares
were issuable as of March 31) approximately 243.9 million shares of Company
common stock in consideration for conversion of all convertible notes payable of
approximately $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 will issue 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 regarding fund-raising activities with new and existing
investors.  In this regard, subsequent to March 31, 2008, the Company
has received approximately $2.5 million from loans from new and existing
investors, and is actively engaged in negotiations with private equity firms to
fund the Company’s remaining capitalization efforts. The focus of these efforts
is to sufficiently capitalize the Company with a goal of paying down excessively
late accounts payable balances, fund the development of the Company’s next
generation liquid carbon dioxide processing equipment, provide adequate working
capital necessary to move the Company to generating positive cash flow from
operations, eliminate all short term debt obligations, which will result in a
positive equity balance. 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 or completion of a successful business
combination.
  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.
  7
 
 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
March 31, 2008 interim period 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 consolidated
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 our financial statements are
disclosed in the notes to our audited annual financial statements for the year
ended December 31, 2007. 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 period. 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, 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 the cost of raw materials processed, and on
occasion, write-downs for scrap and 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 periods,
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 three months
ended March 31, 2008, exclude 26,946,153 shares issuable upon exercise of
outstanding warrants to purchase common stock. Computations of net loss per
share for the three months ended March 31, 2007, exclude 133,955,179 shares
relating to common stock issuable upon conversion of convertible notes payable,
and 128,664,686 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.
  Reclassifications –
Certain amounts in 2007 financial statements have been reclassified to conform
to 2008 presentation.
 
 Recent accounting
pronouncements - In September 2006, the FASB issued Statement of
Financial Accounting Standards No. 157, Fair Value Measurements(“SFAS 157”). SFAS 157 defines fair value, establishes a framework for
measuring fair value and expands disclosures about fair value measurements but
does not require any new fair value measurements. SFAS 157 is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. In February 2008, the FASB
adopted FASB Staff Position SFAS No. 157-2 – “Effective Date of FASB
Statement No. 157” delaying the effective date of SFAS No. 157 for one
year for all non financial assets and non financial liabilities, except those
that are recognized or disclosed at fair value in the financial statements on a
recurring basis (at least annually).Adoption of SFAS 157 did not have a material
impact on the Company’s results of operations, financial position or
liquidity.
  8
 
 In
February 2007, the FASB issued Statement of Financial Accounting Standards 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.  It is
expected that adoption of SFAS 159 will 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.
  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 once adopted.
  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. The Company
has not determined the effect that the application of SFAS 160 will have on its
financial statements.
  In March
2008, the Financial Accounting Standards Board (“FASB”) issued Statement of
Financial Accounting Standards (“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’s interim period beginning
January 1, 2009. The Company is currently evaluating the impact of
implementation of SFAS No. 161 on its financial position, results of
operations and cash flows.
 
 Note
2.                      Inventories
 
 Inventories
at March 31, 2008, consist of the following (in thousands):
 Raw
      materials
                
                $
                233Work-in-process
                
                
                11Finished
      goods
                
                
                126Total
                
                $
                370
 
 Note 3.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 an 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.
  9
 Major Customers -
During the three months ended March 31, 2008, the Company had revenues of over
10% of total revenue from individual customers and related accounts receivable
over 10% of total accounts receivable at March  31, 2008 as follows
(“*” means < 10%):
 Revenues                                           Accounts
Receivable
 Customer
1                                        48%                                                      22%
 Customer
2                                        20%                                                        *
 Customer
3                                        13%                                                      40%
 
 Amounts
in the comparative 2007 interim period were insignificant.
 
 Note
4.  Notes Payable
 
 Convertible promissory
notes – 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.  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
would have been received has been recorded as a loss of approximately $2.8
million.  The remaining unamortized debt discount and deferred debt
issue costs of approximately $2.2 million and $198,000, respectively, 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, is 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 three months ended March 31, 2008, the Company received cash of
approximately $1.9 million and issued Short-Term Notes and 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 of approximately $1.1 million was recorded, of
which approximately $270,000 was amortized to interest expense in 2007, $568,000
during the three months ended March 31, 2008, with the remainder to be amortized
to interest expense in 2008. Debt discount relating to the value of warrants
issued in 2008 of approximately $539,000 was recorded, of which approximately
$135,000 was amortized to interest expense during the three months ended March
31, 2008, with the remainder to be amortized to interest expense in
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%.
 
 In
January 2008, the Company received $300,000 cash from a new investor and issued
a $300,000 promissory note bearing interest at 15% and due in sixty
days.  In May 2008, the note and related accrued interest was paid in
full.
 
 Notes
payable and related unamortized debt discount at March 31, 2008, all of which
are classified as current liabilities, consist of the following (in
thousands):
  Notes
              
              
              Unamortized
      Debt discount
              
              
              Notes,
      net of debt discount
              
              
              Accrued
      interestDirector
      Notes
              
              $
              2,851
              
              
              $
              -
              
              
              $
              2,851
              
              
              $
              242Short-term
      Notes
              
              
              3,582
              
              
              
              (704
              )
              
              
              2,478
              
              
              
              125Other
      notes
              
              
              300
              
              
              
              -
              
              
              
              300
              
              
              
              9Total
              
              $
              6,733
              
              
              $
              (704
              )
              
              $
              6,029
              
              
              $
              376
  10
  
 Amounts
due related parties and others are presented separately on the accompanying
balance sheet as follows (in thousands):
  Due
      to related parties
                
                $
                3,546
                
                
                $
                (236
                )
                
                $
                3,310
                
                
                $
                255Due
      to others
                
                
                3,187
                
                
                
                (468
                )
                
                
                2,719
                
                
                
                121Total
                
                $
                6,733
                
                
                $
                (704
                )
                
                $
                6,029
                
                
                $
                376
 Note
5. Common Stock and Stock Warrants
 
 Authorized Shares -
The Articles of Incorporation authorize a maximum of 1,500,000,000 shares of
$0.001 par value common stock and 500,000,000 shares of $0.001 par value
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.
 
 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.
 
 During
the three months ended March 31, 2008, the Company made a special offer to
holders of warrants to purchase Company common 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 will issue approximately 81.9 million shares of its
common stock.
 
 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
agreed to issue 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 payment 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 vest at approximately
733,000 shares per month through 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 is expected to be recognized as expense in 2008.  During
the three months ended March 31, 2008, the Company recognized expense of
approximately $143,000.
 
 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 4.4 million shares of Company
common stock, 1.1 million of which were fully-vested and the remainder vesting
evenly over the next three years, and is entitled to receive warrants to
purchase 1.1 million shares of Company common stock at $0.30 per share on the
one year anniversary of the employment agreement and warrants to purchase 1.1
million 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 $1.1 million 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 $620,000 in 2008 and $185,000 in 2009, and $15,000 in
2010.  The Company recognized approximately $132,000 during the three
months ended March 31, 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 March 31, 2008, unrecognized expense of $20,000 is recorded
as deferred stock-based consulting, a component of stockholders’ deficit, which
is expected to be recognized as expense in years 2008 - 2010.
 
 Common Stock
Issuablefor
Services - 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 $0.07quoted 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 to.
  11
  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 the three months ended March 31, 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.
 
 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 stock warrants which have an exercise price
less than that market 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
                
                
                Aggregate
      intrinsic value (in thousands)Balance
      at December 31, 2007
                
                
                123,406,817
                
                
                $
                0.09
                
                
                
                6.2
                
                
                $
                962Issued
                
                
                10,840,991
                
                
                
                0.06Exchanged
                
                
                (129,691,141
                )Balance
      at March 31, 2008
                
                
                4,456,667
                
                
                $
                0.06
                
                
                
                6
                
                
                $
                3
 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
              
              
              Aggregate
      intrinsic value (in thousands)Balance
      at December 31, 2007
              
              
              31,715,179
              
              
              $
              0.08
              
              
              
              5.6
              
              
              $
              220Exchanged
              
              
              (9,328,693
              )
              
              
              0.10Balance
      at March 31, 2008
              
              
              22,389,486
              
              
              $
              0.07
              
              
              
              6.1
              
              
              $
              -
 
 The
following summarizes activity for stock warrants issued to
employees:
  Outstanding
              
              
              Weighted
      average exercise price
              
              
              Weighted
      average remaining contractual life in years
              
              
              Aggregate
      intrinsic value (in thousands)Balance
      at December 31, 2007
              
              
              27,575,00
              
              
              $
              0.09
              
              
              
              5.6
              
              
              $
              151Exchanged
              
              
              (23,825,000
              )
              
              
              0.08Forfeited
              
              
              (3,750,000
              )
              
              
              0.11Balance
      at March 31, 2008
              
              
              -
              
              
              $
              -
              
              
              
              -
              
              
              $
              -
 
 The
following summarizes activity for all stock warrants:
  Outstanding
              
              
              Weighted
      average exercise price
              
              
              Weighted
      average remaining contractual life in years
              
              
              Aggregate
      intrinsic value (in thousands)Balance
      at December 31, 2007
              
              
              182,696,996
              
              
              $
              0.09
              
              
              
              6.1
              
              
              $
              1,333Issued
              
              
              10,840,991
              
              
              
              0.06Exchanged
              
              
              (162,841,344
              )Forfeited/Expired/Cancelled
              
              
              (3,750,000
              )
              
              
              0.10Balance
      at March 31, 2008
              
              
              26,946,153
              
              
              $
              0.07
              
              
              
              6.1
              
              
              $
              3
 
 Additional
information regarding all warrants outstanding as of March 31, 2008, is as
follows:
 Range
      of exercise prices
                
                
                Shares
                
                Weighted
      average remaining life
                
                Weighted
      average exercise price$
                0.001
                
                
                
                60,000
                
                3.5
      years
                
                $
                0.001$
                0.05
                
                
                
                1,100,000
                
                2.3
      years
                
                
                0.05$
                0.06
                
                
                
                20,538,153
                
                6.7
      years
                
                
                0.06$
                0.12
      - $0.23
                
                
                
                5,248,000
                
                4.6
      years
                
                
                0.12Total
                
                
                
                26,946,153
                
                6.1
      years
                
                $
                0.09
  12
 
 Note
6.   Related Party Transactions
  As
summarized in Note 4 Notes Payable, certain of the Company’s Directors and
family members are holders of the Company’s notes payable in the aggregate
amount of approximately $3.5 million at March 31, 2008.
  Pursuant
to an agreement for legal services with The Otto Law Group, PLLC (“OLG”), 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 three
months ended March 31, 2008 and 2007, the Company incurred legal fee services
from the firm of approximately $69,000 and $154,000,
respectively.   Accounts payable of approximately $19,000 due to
OLG for legal services are included in accounts payable to related parties in
the accompanying balance sheet. 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.
 
 Included
in accounts payable to related parties at March 31, 2008 is approximately
$70,000 due to certain of the Company’s officers, primarily relating to expense
reimbursements owed.
 
 Note
7.  Commitments and Contingencies
  Legal proceeding –
The Company is subject to various lawsuits and other claims in the normal course
of business.  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
March 31, 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, including the matter described below
will have a material effect on the Company’s financial condition or results of
operations.
 
 In
October 2007, a former vendor filed a claim against the Company and its former
Chief Executive Officer, now Chief Technology Officer, who is also one of the
Company’s directors, in Tuolumne County Superior Court in the state of
California.  The claim alleges breach of contract and that the
plaintiff is due fees for services provided in excess of $68,000, of which
$7,500 is alleged to be due from the Company.   Initial results
of non-binding arbitration have been found in the Company’s favor.
 
 Note
8.  Subsequent Events
 
 Subsequent
to March 31, 2008, the Company has received proceeds of approximately $2.5
million from the issuance of short-term notes payable and shares of its
preferred stock.
   13
 Item 2.   Management’s
discussion and analysis or plan of operations
 
 FORWARD
LOOKING STATEMENTS CAUTIONARY
 This
Item 2 and the March 31, 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) our ability to pay down existing debt; (3) our ability to retain
the professional advisors necessary to guide us through our corporate
restructuring; (4) the risks inherent in the investigation, involvement and
acquisition of a new business opportunity; (5) unforeseen costs and expenses;
(6) potential litigation with our shareholders, creditors and/or former or
current investors; (7) the Company's ability to comply with federal, state and
local government regulations; and (8) 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 patent pending process and system, 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 “Process Patent” granted 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 March 31, 2008, we had a working capital
deficit of approximately $9.6 million, compared to a working capital deficit of
$18.6 million at December 31, 2007.  At March 31, 2008, we had a total
stockholders’ deficit of approximately $3.4 million compared with a total
stockholder's deficit of approximately $11.8 million at December 31,
2007.  At March 31, 2008, the Company does not have sufficient cash to
meet its needs for the next twelve months.
 
 The
Company has incurred recurring losses from operations and has a net working
capital deficiency and net capital deficiency that 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 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.
  14
  The
Company’s Board of Directors and Chief Executive Officer continue to be actively
involved in discussions and negotiations with creditors and holders of Company
notes payable regarding conversion of amounts owed and warrants into shares of
Company common stock, and in continued fund-raising activities with new and
existing investors with respect to raising additional cash. During the three
months ended March 31, 2008:
  ·
              The
      Company received cash of approximately $2.2 million pursuant to issuance
      of short-term notes payable to new and existing
  investors;
 ·
              Holders
      of all convertible notes payable outstanding 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;
      and
 ·
              The
      Company entered into agreements with certain service providers pursuant to
      which the Company will issue approximately 15.9 million shares of its
      common stock as payment for amounts owed for services of approximately
      $754,000.
 
 Subsequent
to March 31, 2008, the Company has received proceeds of approximately $2.5
million from the issuance of debt and equity securities.  The focus of
these efforts is to sufficiently capitalize the Company with a goal of paying
down excessively late accounts payable balances, fund the development of the
Company’s next generation liquid carbon dioxide processing equipment, provide
adequate working capital necessary to move the Company to generating positive
cash flow from operations, eliminate all short term debt obligations, which will
result in a positive equity balance.
  Results
of Operations - Revenues were approximately $1.5 million during the
three months ended March 31, 2008 as compared to $99,000 during the comparative
prior year period. Revenues decreased from approximately $2.4 million during the
immediately preceding quarter, which was due primarily to decreased production
volumes resulting from making process changes as well as selling recycled
products at earlier stages of recycling, which results in lower sales price.
 Revenues are expected to increase in future periods.
 
 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 March 31, 2008, revenues from
three customers represented approximately 81% of total revenues.
 
 Cost of
goods sold consists of the cost of raw materials processed and was approximately
$1.6 million during the three months ended March 31, 2008 as compared to
$174,000 during the comparative 2006 period. There was a gross profit deficit of
$83,000 for the three months ended March 31, 2008 as compared to a gross profit
deficit of $75,000 in the comparative prior year period, and a gross profit of
$3,000 during the immediately preceding quarter.  The plant has begun
ramping towards full-scale operation and as a result, significant volumes of
inventory are consumed for quality testing during these periods. Most of the
tested material is shipped out of the plant at prices significantly lower than
market standard, which resulted in relatively low gross margins. Additionally,
costs of goods sold include write-downs for scrap and waste.  Gross
profit is expected to increase in future periods.
 
 Plant
operations and technology development expenses increased to $1.9 million for the
three months ended March 31, 2008 as compared to $1.0 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 $711,000 in during the three months ended March
31, 2008 as compared to $346,000 during the comparative prior year period, and
depreciation expense approximated $360,000 in 2008 as compared to $209,000 in
the prior year period.  Other plant operating expenses approximated
$793,000 during the three months ended March 31, 2008 as compared to $487,000
during the comparative prior year period.  These expenses are expected
to continue to increase in future periods.  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 $1.1 million for the three months ended
March 31, 2008 as compared to $2.3 million for the comparative prior year
period.  Payroll and related costs approximated $860,000 during the
three months ended March 31, 2008 as compared to $1.6 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 three months
ended March 31, 2007 of $1.2 million as compared to $450,000 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 $119,000
during the three months ended March 31, 2008 as compared to $313,000 during the
comparative prior year period.   The decrease in consulting and
legal fees was primarily due to having fewer consulting contracts in 2008 as
compared to the prior year.
 
 The
Company recorded interest expense of approximately $2.6 million for the three
months ended March 31, 2008 as compared to $3.4 million during the prior year
period.  Interest expense includes amortization of debt issue costs and
debt discount of approximately $2.3 million in 2008 and $3.1 million during the
prior year period.  The decrease in interest expense for 2008 as
compared to the prior year was due to higher average borrowings during 2007 due
to conversions of debt later in 2007 and during the 2008
period.
  15
  The
Company’s net loss increased approximately $2.6 million to $9.4 million for the
three months ended March 31, 2008 from $6.8 million for the comparative prior
year period, due primarily to the $3.5 million loss recorded representing the
excess of fair value of common stock issued and issuable 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 three months ended March 31, 2008 cash used by operating
activities increased to approximately $2.1 million from $1.7 million during the
comparative prior year period, due primarily to the increase in net loss before
depreciation and amortization, stock-based compensation, amortization of debt
issue costs and discount and excess of fair value of common stock issued, which
is approximately $2.8 million in the 2008 period as compared to $2.3 million
during the prior year period.
 
 During
the three months ended March 31, 2008, cash used by investing activities
decreased to $87,000 relating to capital expenditures on the recycling plant as
compared to $1.2 million during the prior year period, since the plant is
substantially complete.  Expenditures have been primarily related to
additional capacity and process improvements.
 
 During
the three months ended March 31, 2008, cash provided by financing activities was
approximately $2.1 million as compared to $2.8 million during the comparative
prior year period. During 2008, the Company received cash of approximately $2.2
million pursuant to issuance of short-term notes payable to new and existing
investors    During the 2007 period, the Company received
proceeds of approximately $3.0 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 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 this Annual
Report. 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. The Company has incurred recurring losses from operations and has
a net working capital deficiency and net capital deficiency that 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 raise 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.
 
 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 collectibility 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
$67,000 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.
  16
    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 - In September 2006, the FASB issued Statement
of Financial Accounting Standards No. 157, Fair Value Measurements(“SFAS 157”). SFAS 157 defines fair value, establishes a framework for
measuring fair value and expands disclosures about fair value measurements but
does not require any new fair value measurements. SFAS 157 is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. In February 2008, the FASB
adopted FASB Staff Position SFAS No. 157-2 – “Effective Date of FASB
Statement No. 157” delaying the effective date of SFAS No. 157 for one
year for all non financial assets and non financial liabilities, except those
that are recognized or disclosed at fair value in the financial statements on a
recurring basis (at least annually).Adoption of SFAS 157 did not have a material
impact on the Company’s results of operations, financial position or
liquidity.
 
 In
February 2007, the FASB issued Statement of Financial Accounting Standards No.
159, The Fair Value Option for
Financial Assets and Financial Liabilities (“SFAS 159”).  SFAS
159 is effective for fiscal years beginning after November 15,
2007.  It is expected that adoption of SFAS 159 will 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 the goods are
delivered or the related 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.
  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 once adopted.
  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. The Company
has not determined the effect that the application of SFAS 160 will have on its
financial statements.
  In March
2008, the Financial Accounting Standards Board (“FASB”) issued Statement of
Financial Accounting Standards (“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 the Company to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under 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’s interim period beginning January 1, 2009. The
Company is currently evaluating the impact of the implementation of SFAS
No. 161 on its financial position, results of operations and cash
flows.
 
 Contractual
Obligations and Off-Balance Sheet Arrangements- Regarding
Off-Balance Sheet Arrangements, the Company has not entered into any other
financial guarantees or other commitments to guarantee the payment obligations
of any third parties, nor entered into any derivative contracts that are indexed
to Company shares and classified as shareholder’s equity or that are not
reflected in the Company’s financial statements. Furthermore, the Company does
not have any retained or contingent interest in assets transferred to an
unconsolidated entity that serves as credit, liquidity or market risk support to
such entity.  The Company does not have any variable interest in any
unconsolidated entity that provides financing, liquidity, market risk or credit
support to the Company or engages in leasing, hedging or research and
development services with the Company.
 17
 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 March 31, 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.
 
 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.
  18
  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 March 31, 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.
   19
  
 PART II - OTHER INFORMATION
 
 Item
1.                      Legal
Proceedings
 
 On
October 16, 2007, Robert Trotter, dba Bob Trotter’s Welding (“Trotter”) filed a
claim against ECO2and its
Director and CTO, Gary De Laurentiis in Tuolumne County Superior
Court.  Trotter is alleging breach of contract and that he is due fees
for services provided in excess of $68,000, of which $7,500 is alleged to be due
from the Company.
 
 The
Company is unaware of any other 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 future
and there is a risk we may never become profitable.
 
 We have
incurred losses and experienced negative operating cash flow since inception. We
expect to continue to incur significant operating expenses as we maintain the
Systems and implement our business plan. Our operating expenses have been and
are expected to continue to outpace revenues and result in significant losses in
the near term.
 
 Salberg
& Company, P.A., independent registered public accountanting
firm, have 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 qualification, 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.
 
 We
are dependent upon H. Muehlstein to sell our products.  Their failure
to sell, market and distribute our systems could cause us to lose revenue and
harm our competitive position.
 
 We have a
three-year agreement with H. Muehlstein & Co., Inc., pursuant to which H.
Muehlstein will act as the Company’s exclusive agent for the purchase and sale
annually of up to 60 million pounds of the Company’s PET flake and post-consumer
HDPE natural flake and pellets in the United States and Canada.  If,
through Muehlstein, we are unable to establish and maintain significant sales,
marketing and distribution efforts, we could lose revenue and our business,
financial condition and results of operations may be materially adversely
affected.  Further, if for some reason the agreement with H.
Muehlstein was terminated, our otherwise limited sales, marketing and
distribution expertise and capabilities could result in, our business, financial
condition and results of operations being materially adversely
affected.
  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.
  20
  The
success of our business is heavily dependent upon our ability to secure raw
plastic.
 
 We intend
to expand our sales and marketing programs and our manufacturing
capability.  Our ability to generate revenue depends upon our ability
to secure raw plastic (PET and HDPE flake), which we then clean through the
System and sell through H. Muehlstein.  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.
 
 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.
 
 During
the ordinary course of our operations, we have from time to time received, and
expect that 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. We 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.
  We
will 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.
  21
  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 10-Q, the Company sold the following securities which
were not registered under the Securities Act of 1933 (the “Act”) and not
reported on any other form:
 
 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, is 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.
 
 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 three months ended March 31, 2008, the Company received cash of
approximately $1.9 million and issued Short-Term Notes and 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.
 
 In
January 2008, the Company received $300,000 cash from a new investor and issued
a $300,000 promissory note bearing interest at 15% and due in sixty
days.  In May 2008, the note and related accrued interest was paid in
full.
 
 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.
 
 During
the three months ended March 31, 2008, the Company made a special offer to
holders of warrants to purchase Company common 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 will issue approximately 81.9 million shares of its
common stock.
 
 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 agreed to issue 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.
 
 Common Stock
Issuablefor
Services - 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.
 
 
 Item
3.                      Defaults
Upon Senior Securities
 
 Not
applicable.
 
   22
  Item 4.  Submission of
Matters to a Vote of Securities Holders
 
 Pursuant
to the Definitive Schedule 14C filed by the Company on May 15, 2008 (File No.
033-31067), effective May 12, 2008, the Company amended its Certificate of
Incorporation with the state of Delaware (the “Amendment”).
 
 On April
25, 2008, ECO2’s board of directors and on April 28, 2008 the holders of a
majority of the outstanding shares of common stock of the Company, approved an
amendment of the Company’s Certificate of Incorporation, as amended, to change
the number of authorized shares to Two Billion shares of all classes of capital
stock (the “Authorized Amount”).  Of the Authorized Amount, One
Billion Five Hundred Million (1,500,000,000) shares shall be classified as
common stock, and Five Hundred Million Shares (500,000,000) shares shall be
classified as preferred stock.  On June 2, 2008, the Company received
notice from the state of Delaware confirming the effectiveness of the
Amendment.
 
 Item
5.                      Other
Information
 
 Subsequent
to March 31, 2008, the Company has received proceeds of approximately $2.5
million from the issuance of short-term notes payable and shares of its
preferred stock.
 
 Item
6.                      Exhibits
 
 [See
Exhibit Index below after signatures]
 23
 
 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
 
 June 2,
2008
  24