UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington DC  20549




Form 10-Q




(Mark One)




xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For the quarterly period endedMarch 31, 2013




oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For the transition period from __________ to __________




Commission file number:  333-179130




ECO PLANET CORP.(Exact name of Registrant as specified in its charter)
  Delaware

46-0525801(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)
  93 S Jackson St, #34786, Seattle, WA 98104-2818(Address of principal executive offices)   (zip code)Telephone:888 375 8633

Facsimile: 866-885-5653(Registrant’s telephone number, including area code)N/A(Former name, former address and former fiscal year, if changed since last report)




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 o   No x




Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o   No o




Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the ExchangeAct.  (Check one):




Large accelerated filer
o
Accelerated filer
oNon-accelerated filer
o
Smaller reporting company
x(Do not check if a smaller reporting company)




Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o   No x




State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:




As of May 2, 2013, there were 2,004,613 shares of the Registrant's common stock issued and outstanding.








EXPLANATORY NOTE:
 The purpose of this Amendment No. 1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013, filed with the Securities and Exchange Commission on May 2,2013 (the "Form 10-Q"), is solely to revise the disclosure on the cover page to indicate that the Issuer has checked the box as a “non-shell” company. No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q continues to speak as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.





ECO PLANET CORP.


(A DEVELOPMENT STAGE COMPANY)





INDEX TO FINANCIAL STATEMENTS


MARCH 31, 2013





Financial Statements-Balance Sheets as of March 31, 2013 and December 31, 2012
F-2Statements of Operations for the Three Months Ended March 31, 2013 and 2012, and Cumulative from Inception
F-3Statement of Stockholders’ Equity for the Period from Inceptionthrough March 31, 2013
F-4Statements of Cash Flows for the Three Months Ended March 31, 2013 and 2012, and Cumulative from Inception
F-5Notes to Financial Statements
F-6





F-1





ECO PLANET CORP.


(A DEVELOPMENT STAGE COMPANY)


BALANCE SHEET


AS OF MARCH 31, 2013 AND DECEMBER 31, 2012





ASSETSAs of


As ofMarch 31,


December 31,2013


2012(Unaudited)


(Audited)Current Assets:Cash or cash equivalents

$
15,322


$
15,367Total current assets


15,322



15,367Total Assets

$
15,322


$
15,367LIABILITIES AND STOCKHOLDERS' EQUITYCurrent Liabilities:Accounts payable and accrued expenses

$
9,995


$
6,900Total Current Liabilities


9,995



6,900Commitments and Contingencies


-



-Stockholders' Equity:Common stock, par value $0.0001 per share, 150,000,000 shares authorized;2,004,613 shares issued and outstanding


200



200Additional paid-in capital


56,391



56,391Earnings (Deficit) accumulated during development stage


(51,265
)


(48,125
)Total stockholders' equity


5,327



8,467Total Liabilities and Stockholders' Equity

$
15,322


$
15,367





The accompanying notes to financial statements are an integral part of these statements.




F-2




ECO PLANET CORP.


(A DEVELOPMENT STAGE COMPANY)


STATEMENTS OF OPERATIONS


FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012,


AND CUMULATIVE FROM INCEPTION (SEPTEMBER 14, 2011)


THROUGH MARCH 31, 2013


(Unaudited)




Three Months


Three MonthsEnded


Ended


CumulativeMarch 31,


March 31,


From2013


2012


InceptionRevenues

$
-


$
-


$
-Expenses:General and administrative -Professional fees


2,300



2,154



35,989Consulting fees


-



1,000



3,350Filing fees


795



1,997



8,967Franchise tax expense


-



400



400Travel


-



-



1,207Other


45



200



1,352Total general and administrative expenses


3,140



5,751



51,265(Loss) from Operations


(3,140
)


(5,751
)


(51,265
)Provision for income taxes


-



-



-Net (Loss)

$
(3,140
)

$
(5,751
)

$
(51,265
)(Loss) Per Common Share:(Loss) per common share - Basic and Diluted

$
(0.00
)

$
(0.00
)Weighted Average Number of Common SharesOutstanding - Basic and Diluted


2,004,613



1,700,000


The accompanying notes to financial statements are an integral part of these statements.





F-3





ECO PLANET CORP.


(A DEVELOPMENT STAGE COMPANY)


STATEMENT OF STOCKHOLDERS' EQUITY


FOR THE PERIOD FROM INCEPTION (SEPTEMBER 14, 2011)


THROUGH MARCH 31, 2013


(Unaudited)





(Deficit)AccumulatedAdditional


During theCommon stock


Paid-in


DevelopmentDescription

Shares


Amount


Capital


Stage


TotalsBalance - at inception


-


$
-


$
-


$
-


$
-Common stock issued for cash ($0.012/share)


1,700,000



170



20,230



-



20,400Net (loss) for the period


-



-



-



(717
)


(717
)Balance -December 31, 2011


1,700,000



170



20,230



(717
)


19,683Common stock issued for cash ($0.15/share)


304,613



30



36,161



-



36,192Net (loss) for the period


-



-



-



(47,408
)


(47,408
)Balance - December 31, 2012


2,004,613


$
200


$
56,391


$
(48,125
)

$
8,467Net (loss) for the period


-



-



-



(3,140
)


(3,140
)Balance - March 31, 2013


2,004,613


$
200


$
56,391


$
(51,265
)

$
5,327




The accompanying notes to financial statements are an integral part of these statements.




F-4





ECO PLANET CORP.


(A DEVELOPMENT STAGE COMPANY)


STATEMENTS OF CASH FLOWS


FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012,


AND CUMULATIVE FROM INCEPTION (SEPTEMBER 14, 2011)


THROUGH MARCH 31, 2013


(Unaudited)





Three Months


Three Months


CumulativeEnded


Ended


FromMarch 31, 2013


March 31, 2012


InceptionOperating Activities:Net (loss)

$
(3,140
)

$
(5,751
)

$
(51,265
)Adjustments to reconcile net (loss) to net cash provided by operating activities:Deferred offering costs


-



(5,000
)


-Accounts payable and accrued liabilities


3,095



5,100



9,995Net Cash Used in Operating Activities


(45
)


(5,651
)


(41,270
)Investing Activities:Cash provided by investing activities


-



-



-Net Cash Provided by Investing Activities


-



-



-Financing Activities:Proceeds from common stock


-



-



56,592Net Cash Provided by Financing Activities


-



-



56,592Net (Decrease) Increase in Cash


(45
)


(5,651
)


15,322Cash - Beginning of Period


15,367



19,980



-Cash - End of Period

$
15,322


$
14,329


$
15,322Supplemental Disclosure of Cash Flow Information:Cash paid during the period for:Interest

$
-


$
-


$
-Income taxes

$
-


$
-


$
-


The accompanying notes to financial statements are an integral part of these statements.




F-5




ECO PLANET CORP.


(A DEVELOPMENT STAGE COMPANY)


NOTES TO FINANCIAL STATEMENTS





1.Summary of Significant Accounting Policies





Basis of Presentation and Organization





Eco Planet Corp. (the “Company”) is in the development stage, and has limited operations. The Company was incorporated under the laws of the State of Delaware on September 14, 2011. The business plan of the Company is to become online seller of low-cost LED lighting and other environmentally friendly products. The accompanying financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting.





Unaudited Interim Financial Statements





The interim financial statements of the Company as of March 31, 2013, and for the periods then ended, and cumulative from inception, are unaudited. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company’s financial position as of March 31, 2013, and the results of its operations and its cash flows for the periods ended March 31, 2013, and cumulative from inception. These results are not necessarily indicative of the results expected for the calendar year ending December 31, 2013. The accompanying financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States. Refer to the Company’s audited financial statements as of December 31, 2012, filed with the SEC, for additional information, including significant accounting policies.





Cash and Cash Equivalents





For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.





Revenue Recognition





The Company is in the development stage and has yet to realize revenues from operations. Once the Company has commenced operations, it will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.





Loss per Common Share





Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding for the period ended March 31, 2013.




F-6





Income Taxes





The Company accounts for income taxes pursuant to FASB ASC 740. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.





The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.





Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.





Fair Value of Financial Instruments





Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820 “Fair Value Measurements and Disclosures” (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) a reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:





Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.





Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.





Level 3 - Inputs that are both significant to the fair value measurement and unobservable.





The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. As of March 31, 2013 and December 31, 2012, the carrying value of accounts payable and accrued liabilities, and loans approximated fair value due to the short-term nature and maturity of these instruments.




F-7





Deferred Offering Costs





The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed. At the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated.





Common Stock Registration Expenses





The Company considers incremental costs and expenses related to the registration of equity securities with the SEC, whether by contractual arrangement as of a certain date or by demand, to be unrelated to original issuance transactions. As such, subsequent registration costs and expenses are reflected in the accompanying financial statements as general and administrative expenses, and are expensed as incurred.





Lease Obligations





All non cancellable leases with an initial term greater than one year are categorized as either capital leases or operating leases. Assets recorded under capital leases are amortized according to the methods employed for property and equipment or over the term of the related lease, if shorter.





Estimates





The financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and expenses. Actual results could differ from those estimates made by management.





Fiscal Year End





The Company has adopted a fiscal year end of December 31.





2.Development Stage Activities and Going Concern





The Company is currently in the development stage, and has limited operations. The business plan of the Company is to become online seller of low-cost LED lighting.





The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which contemplate continuation of the Company as a going concern. The Company has not established any source of revenues to cover its operating costs, and as such, has incurred an operating loss since inception. Further, as of March 31, 2013, the cash resources of the Company were insufficient to meet its current business plan. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. 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 classification of liabilities that may result from the possible inability of the Company to continue as a going concern.




F-8





3.Common Stock





On September 21, 2011, the Company issued 1,700,000 shares of common stock to the directors of the Company at a price of $0.012 per share, for a $20,400 subscription receivable. Payments of the subscription were received on December 21, 2011.





The Company commenced a capital formation activity by filing a Registration Statement on Form S-1 to the SEC to register and sell in a self-directed offering 800,000 shares of newly issued common stock at an offering price of $0.15 per share for proceeds of up to $120,000. On May 31, 2012, the Company issued 304,613shares of common stock pursuant to the Registration Statement on Form S-1 for proceeds of $45,661. Offering costs of $9,500 related to this capital formation activity were charged against the capital raised.





4.Income Taxes





The provision (benefit) for income taxes for the periods ended March 31, 2013 and 2012 was as follows (assuming a 15% effective tax rate):





2013


2012Current Tax Provision:Federal-Taxable income

$
-


$
-Total current tax provision

$
-


$
-Deferred Tax Provision:Federal-Loss carryforwards

$
471


$
863Change in valuation allowance


(471
)


(863
)Total deferred tax provision

$
-


$
-


The Company had deferred income tax assets as of March 31, 2013 and December 31, 2012 as follows:





2013


2012Loss carryforwards

$
7,690


$
7,219Less - Valuation allowance


(7,690
)


(7,219
)Total net deferred tax assets

$
-


$
-


The Company provided a valuation allowance equal to the deferred income tax assets for three months ended March 31, 2013 and 2012 because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.




F-9





As of March 31, 2013, the Company had approximately $51,265 in tax loss carryforwards that can be utilized future periods to reduce taxable income, and expire by the year 2033.





The Company did not identify any material uncertain tax positions. The Company did not recognize any interest or penalties for unrecognized tax benefits.





The federal income tax returns of the Company are subject to examination by the IRS, generally for three years after they are filed.




5.   Related Party Loans and Transactions




On September 21, 2011, the Company issued 1,700,000 shares of common stock to the director and the secretary of the Company at a price of $0.012 per share, for a $20,400 subscription receivable. Payments of the subscriptions were received on December 21, 2011.





The Company's director provides rent-free office space to the Company.





6.Recent Accounting Pronouncements





There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries.  None of the updates are expected to a have a material impact on the Company's financial position, results of operations or cash flows.





F-10




Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.





FORWARD-LOOKING STATEMENTS




Certain statements that the Company may make from time to time, including all statements contained in this report that are not statements of historical fact, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the safe harbour provisions set forth in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward looking statements may be identified by words such as “plans,” “expects,” “believes,” “anticipates,” “estimates,” “projects,” “will,” “should,” and other words of similar meaning used in conjunction with, among other things, discussions of future operations, financial performance, product development and new product launches, market position and expenditures. The Company assumes no obligation to update any forward-looking statements. Additional information concerning factors which could cause differences between forward-looking statements and future actual results is discussed under the heading “Risk Factors” in the Company’s Registration Statement on Form S-1, as effective from May 9, 2012.





Operations





We were incorporated on September 14, 2011 and all of our business activity through March 31, 2013 involved incorporation efforts, preparation of the Registration Statement on Form S-1, completing the market research for our business, discussions with potential suppliers and selling 304,613 shares for $45,661 in accordance with our Registration Statement.





Our business plan is to offer on line, bundles of products (“kits”) by theme: Energy-Efficiency, Renewable Energy, Water Conservation, Green Cleaning, and Green Office, for home and small business owners. The kits when sold will be relatively small, inexpensive and simple to install and include items such as LED light bulbs, faucet/ showerhead aerators, electricity monitors, and water tank insulation blankets.





Our principal sources of revenue are anticipated to include:





· Commissions from third-party supplier web sites; and


· Profit from acquisition and sale of inventory; and


· Advertising on our website





In  May 2012, the Company sold 304,613 unrestricted shares of common stock for proceeds of $45,661. As of the date of this 10Q, we have not yet fully implemented our business plan; we have secured the web domain ( www.eco-p..org), have negotiated with numerous potential product suppliers and have created a template of our to-be finalized website. We have conducted significant and required, market, legal and regulatory research regarding the sale of green products via web marketing in our target market. We expect to continue to finalize supply relationships during the 2nd  quarter of 2013 and launch our web site in the second half of 2013.





We expect to generate revenue from the sale of our green product kits. To be successful, our company needs to accomplish the steps described above. Our company believes that the success of our business relies on the proper execution of the above described plan of operation.





We expect that our products shall be sourced from multiple suppliers/ partners, which would allow us to always have suppliers.




Liquidity and Capital Resources





As of March 31, 2013 we had current assets of $15,322 and current liabilities of $9,995. As of December 31, 2012 we had current assets of $15,367 and current liabilities of $6,900.




2





During the three months ended March 31, 2013, the Company used cash in the amount of $45 for operating activities.  By comparison, during three months ended March 31, 2012 the Company used cash in the amount of $5,651.





For the three month period ended March 31, 2013, we had a net loss of $3,140 as compared to a net loss of $5,751 for the three month period ended March 31, 2012. Since inception (September 14, 2011) we have a cumulative net loss of $51,265.   Our balance sheet as of March 31, 2013, reflects assets of $15,322 consisting of cash of $15,322.  Since inception, we have sold 1,700,000 shares of common stock to our Directors and 304,613 unrestricted shares of stock to non-related persons pursuant to our Registration Statement for a total of $61,092.





We went public on May 9, 2012 and, by doing so, have incurred and will continue to incur additional significant expenses for legal, accounting and related services. As a public entity, we are subject to the reporting requirements of the Exchange Act of '34, and will incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses including annual reports and proxy statements, if required. We estimate that these costs will range up to $50,000 per year for the next few years and will be higher if our business volume and activity increases but lower during the first year of being public because our overall business volume will be lower, and we will not yet be subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 until we exceed $75 million in market capitalization. These obligations will reduce our ability and resources to expand our business. We hope to be able to use our status as a public company to increase our ability to use noncash means of settling obligations and compensate independent contractors who provide professional services to us, although there can be no assurances that we will be successful in any of those efforts.





Issuing shares of our common stock to such persons instead of paying cash to them may increase our chances to establish and expand our business. Having shares of our common stock may also give persons a greater feeling of identity with us which may result in referrals. However, these actions, if successful, will result in dilution of the ownership interests of existing shareholders, may further dilute common stock book value, and that dilution may be material.  Such issuances may also serve to enhance existing management’s ability to maintain control of ECO because the shares may be issued to parties or entities committed to supporting existing management. We may offer shares of our common stock to settle a portion of the professional fees incurred in connection with its registration statement. No negotiations have taken place with any professional and no assurances can be made as to the likelihood that any professional will accept shares in settlement of obligations due them. There are no other significant liabilities at March 31, 2013.




Recently Issued Accounting Pronouncements


There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries. We have implemented all new accounting pronouncements that are in effect and none of the updates are expected to a have a material impact on the Company's financial position, results of operations or cash flows.





Critical Accounting Policies


The preparation of financial statements and related notes requires us to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.





An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements. Financial Reporting Release No. 60 requires all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements. Note 1 to the financial statements, included elsewhere in this prospectus, includes a summary of the significant accounting policies and methods used in the preparation of our financial statements.





3





Seasonality


We have not noted a significant seasonal trend in our business (or businesses like ours) although having just commenced operations it is too early for management to identify the impacts of seasonal trends on our business.





Off-Balance Sheet Arrangements


We have no off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K, or obligations under any guarantee contracts or contingent obligations. We also have no other commitments, other than the costs of being a public company that will increase our operating costs or cash requirements in the future.





Item 3. Quantitative and Qualitative Disclosures About Market Risk.




Not Applicable.





Item 4. Controls and Procedures.




We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our president (who is acting as our principal executive officer) and our chief financial officer (who is acting as our principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost benefit relationship of possible controls and procedures.





As of March 31, 2013, the end of the three-month period covered by this Quarterly Report, we carried out an evaluation, under the supervision and with the participation of our management, including our president and our chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president and our chief financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.





There have been no significant changes in our internal controls over financial reporting that occurred during the quarter ended March 31, 2013, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.




4





PART II - OTHER INFORMATION





Item 1. Legal Proceedings.




We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. However, from time to time, we may become a party to certain legal proceedings in the ordinary course of business.





Item 1A. Risk Factors.




Not Applicable.





Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.




Not Applicable.





Item3. Defaults Upon Senior Securities.




None.





Item4. Mine Safety Disclosures.




Not applicable.





Item5. Other Information.




None.




5





Item 6. Exhibits




Exhibit No.

Description3.1

Articles of Incorporation (Incorporated by reference from our Registration Statement on Form S-1).3.2

Bylaws (Incorporated by reference from our Registration Statement on Form S-1).31*

Section 302 Certification of the Sarbanes-Oxley Act of 2002 of Elka Yaron.32*

Section 906 Certification of the Sarbanes-Oxley Act of 2002 of Elka Yaron.
 101.INS **

XBRL Instance Document101.SCH **

XBRL Taxonomy Extension Schema Document101.CAL **

XBRL Taxonomy Extension Calculation Linkbase Document101.DEF **

XBRL Taxonomy Extension Definition Linkbase Document101.LAB **

XBRL Taxonomy Extension Label Linkbase Document101.PRE **

XBRL Taxonomy Extension Presentation Linkbase Document
  * Filed herewith.
 ** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.


6





SIGNATURES




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




ECO PLANET CORP.Date: May 2, 2013
By:
/s/ Elka YaronName:
Elka YaronTitle:
President, Chief Executive Officer, Chief Financial Officer and a member of the Board of Directors (who also performs as the Principal Executive and Principal Financial and Accounting Officer)








7