form8-k.htm
UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report January 12, 2009

ECO2 PLASTICS, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

033-31067
(Commission File Number)

311705310
(IRS Employer Identification No.)

680 Second Street, Suite 200
San Francisco, CA 94107  

(415) 829-6000
(Registrant's telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
 

 
 
Item 5.03                      Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Pursuant to the Definitive Schedule 14C filed by ECO2 Plastics, Inc. (the “Company”) on December 5, 2008 (File No. 033-31067), the Company amended its Certificate of Incorporation with the State of Delaware (the “Amendment”).

The Amendment allowed the Company to change the number of authorized shares to Four Billion Two Hundred Million (4,200,000,000) shares of all classes of capital stock (the “Authorized Amount”).  Of the Authorized Amount, Two Billion Five Hundred Million (2,500,000,000) shares shall be classified as common stock and One Billion Seven Hundred Million Shares (1,700,000,000) shares shall be classified as preferred stock.

On January 12, 2009, the Company received notice from the state of Delaware confirming the Amendment.  The Amendment was deemed effective on January 12, 2009.


SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 ECO2 Plastics, Inc.

 
Date: January 15, 2009              
                                                                  
/s/ Rodney S. Rougelot                                                      
By: Rodney S. Rougelot
Its: Director and Chief Executive Officer