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

~~June~~ November 18, 2009

Date of Report (Date of earliest event reported)

ECO2 PLASTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

033-31067

(Commission File Number)

31-1705310

(IRS Employer Identification No.)

P.1143 CRANE O.STREET, ~~Box 760~~SUITE 203

~~5300~~MENLO ~~Claus~~PARK, ~~Road~~CA 94025

Riverbank, CA 95367

(209) 863-6200

(Registrant's telephone number, including area code)

Former Address: 5300 Claus Road, Riverbank, CA 95367

Former Telephone Number: (209) 848-3900

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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 1.0102 ~~Entry~~Termination ~~into~~of a Material Definitive Agreement

On ~~June~~ November 18, 2009, ~~ECO2~~Peninsula ~~Plastics~~Packaging, ~~Inc.~~ LLC (“~~ECO2~~Peninsula” ~~or the “Company”~~) ~~executed~~terminated a ~~settlement~~ supply agreement ~~dated~~entered ~~June~~into 15on November 21, ~~2009~~2008 ~~with~~(the ~~Cool~~“Agreement”) ~~Clean~~with ~~Technologies,~~ECO2 Plastics, Inc. ~~(“Cool~~ ~~Clean”)~~ (the “~~Agreement~~Company”). Under ~~in connection~~the ~~with~~terms ~~(i)~~of the ~~lawsuit~~Agreement, ~~filed against~~ the Company bywas ~~Cool~~to ~~Clean~~supply inPeninsula ~~the~~and ~~United~~Peninsula ~~States~~was ~~District~~to ~~Court~~purchase ~~for~~from the ~~District~~Company ofa ~~Minnesota~~minimum onof ~~February~~1.5M ~~27,~~pounds ~~2009,~~of ~~alleging,~~recycled ~~inter~~polyethylene-terephthalate ~~alia,~~(“PET”) ~~breach~~flakes ofper ~~negotiable~~month. ~~instrument and~~The ~~breach~~term of ~~contract~~the ~~and~~Agreement ~~that~~was itthree isyears. ~~due~~On inSeptember ~~excess of $626~~8,~~000~~ (2009 the ~~“Lawsuit”)~~Company ~~and (ii)~~began ~~ECO2’s denial~~dismantling ofthe ~~all~~plant ~~claims~~for relocation and ~~allegations~~reconstruction ~~that~~and ~~the~~has ~~Company~~not isbeen ~~entitled~~able to ~~a deposit~~ ~~payment~~fulfill ~~refund~~the onsupply ~~equipment~~requirements ~~rental~~stipulated ofin ~~$181,~~the ~~673~~contract.

~~Simultaneously~~Item with its execution of the Agreement, ECO2 shall (i) pay Cool Clean the total sum of $175, 000 in installment payments, as provided for in the Agreement, (ii) grant to Cool Clean a security interest in all of ECO2’s right, title and interest in the Collateral, as defined in the Agreement, and (iii) return to Cool Clean the rental equipment at issue in the Lawsuit1. ~~The~~03 Bankruptcy ~~Company~~or had accrued amounts in excess of the final settlement amount and the final terms of the agreement will result in a one-time decrease in general and administrative expenses of approximately $125,000 in the second quarter 2009 financial statements.Receivership

~~Additionally,~~On ~~Cool~~November ~~Clean~~24, ~~acknowledges and agrees that the payment of any amounts due to it under the Agreement are subordinate and junior to the payment of the principal amount~~2009, ~~including~~ECO2 ~~all interest~~Plastics, ~~fees,~~Inc. ~~costs expenses and any other amounts due to~~ (the “Debtor” ~~Senior~~or ~~Debt, as defined in~~ the ~~Agreement as all indebtedness of ECO2 for all~~“Company”) ~~principal,~~filed ~~fees,~~a ~~expenses,~~voluntary ~~interest, penalties, post bankruptcy~~ petition ~~interest,~~ ~~and~~for ~~all~~relief ~~other~~in ~~amounts~~the ~~payable~~United ~~for~~States ~~money~~Bankruptcy ~~borrowed in connection with~~Court, ~~under~~Northern orDistrict ~~pursuant~~of ~~to,~~California (a) the ~~$2,000,000~~“Bankruptcy ~~loan to ECO2 from the California Integrated Waste Management Board; (b~~Court”) ~~that~~under ~~certain~~Chapter ~~Convertible~~11 ~~Note~~of ~~and~~Title ~~Warrant~~11 ~~Purchase Agreement dated as~~ of ~~September~~the ~~2, 2008, by and among ECO2, Trident Capital, Inc~~U.~~, Trident Capital Fund-VI, L~~S.~~P.,~~ ~~Trident~~Bankruptcy ~~Capital~~Code ~~Fund-VI Principals~~(the ~~Fund, L~~“Code”).~~L.C.,~~ ~~Hutton~~The ~~Living~~Debtor’s ~~Trust dated 12/10/1996, and certain other~~negotiated ~~investors;~~Chapter ~~(c)~~11 ~~that~~bankruptcy ~~certain~~filing ~~Convertible~~was ~~Note~~done ~~and~~with ~~Warrant~~the ~~Purchase~~approval ~~Agreement dated as~~ of ~~December~~its ~~17,~~senior ~~2008, by and among ECO2, Peninsula Packaging, L~~lenders.~~L.C., Trident Capital, Inc., Trident Capital Fund-VI, L.P., Trident~~ ~~Capital~~The ~~Fund-VI~~case ~~Principals~~number ~~Fund, L.L.C., Hutton Living Trust dated 12/10/1996, and certain other investors; (d) that certain Convertible Note Purchase Agreement dated as~~ of ~~June~~the 2,filing ~~2009,~~is ~~by and among ECO2, Peninsula Packaging, L.L.C., Trident Capital, Inc., Trident Capital Fund~~09-~~VI,~~3702 LDM.P., Trident Capital Fund-VI Principals Fund, L.L.C., Hutton Living Trust dated 12/10/1996, Whittaker Capital Partners, L.L.C., and certain other investors; and (e) all extension and renewals of the foregoing indebtedness.

~~Immediately~~Under ~~upon~~Chapter ~~execution~~11, certain claims in existence prior to the Debtor’s filing of the petition ~~Agreement,~~for ~~ECO2 and~~relief ~~Cool~~under ~~Clean~~the ~~shall~~U.S. Bankruptcy Code are stayed while the Debtor ~~execute~~continues business operations as a ~~stipulation~~debtor-in-possession. ~~and~~The ~~agreed~~Debtor ~~order~~will continue ~~for~~to ~~the~~operate ~~dismissal~~its business as debtor-in-possession under the jurisdiction of the ~~Lawsuit~~Bankruptcy ~~with prejudice~~Court and ~~without~~in ~~fees~~accordance orwith ~~costs~~the toapplicable ~~either~~provisions ~~party~~of the Code.

~~Item~~While no 9trustee, examiner, or official committee has been appointed, there can be no assurance that the Debtor will remain in possession of its assets and control of its business as debtor-in-possession and that a trustee will not be appointed to operate the business of the Debtor.~~01(d) Exhibits~~ The Debtor’s business relationships and arrangements, and its ability to negotiate future business agreements or arrangements may be affected negatively by its bankruptcy filing. In addition, there can be no assurance that the Debtor will successfully emerge from Chapter 11 protection, or will emerge with the ability to continue its business in the same manner in which it operated prior to the bankruptcy filing.

~~The~~A copy of ~~following~~the ~~exhibit~~news release dated November 25, 2009, announcing the bankruptcy filing is attached ~~filed~~hereto as ~~part~~Exhibit of99.1 ~~this~~and ~~report:~~is incorporated herein by reference.

10Item 5.102 Departure of ~~ECO2~~Directors ~~and~~or ~~Cool~~Principal ~~Clean~~Officers; ~~Settlement~~Election ~~and~~of ~~Security~~Directors; ~~Agreement~~Appointment of Principal Officers.

On November 19, 2009, the Board of Directors (the “Board”) of ECO2 Plastics, Inc. (“the Company”) accepted the resignation of Raymond Salomon from his position as Chief Financial Officer of the Company. Mr. Salomon had served as Chief Financial Officer since his appointment on December 15, 2008. Mr. Salomon’s resignation does not arise from any disagreement on any matter relating to the Company’s operations, policies or practices, or regarding the general direction of the Company.

Item 9.01 Financial Statements and Exhibits

99.1 News release dated November 25, 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~~PLASTICS, ~~Inc~~ INC. ~~(Registrant) Date: 06/19/09 /s/ Rodney S. Rougelot Rodney S. Rougelot CEO and Director~~

~~Exhibit Index:~~ (Registrant)

~~10.1~~Date: November ~~ECO2~~25, ~~and Cool Clean Settlement and Security Agreement~~2009

/s/ Rodney S. Rougelot

Rodney S. Rougelot, CEO

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