On July 24, 2007, ECO2 Plastics, Inc. ("ECO2" or the "Company") received a loan in the total aggregate amount of Seven Hundred Fifty Thousand Five Hundred Dollars ($750,500) from various members of the Company's Board of Directors (the "Loans"). The following members of the Board of Directors (the "Loan Participants") loaned the following amounts to the Company:

                    Loan Participants:                       Amount of Loan:
Rodney S. Rougelot                                                  $208,500
Ronald Domingue                                                     $208,500
William Whittaker                                                   $208,500
Lawrence A. Krause                                                   $50,000
Saratoga Capital Partners, LLC (David M. Otto is a member)           $75,000

In accordance with the Loans, the Loan Participants received a promissory note with an interest rate of fifteen percent (15%) per annum (the "Note") representing their respective Loan amounts. 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 ninety (90) days of execution of the Note (the "Maturity Date"). ECO2 will make an installment payment on or prior to the sixth
(6th) day of each month beginning on the Maturity Date until the principal and any accrued interest have been paid in full. Upon default of the Note, the default interest remains fifteen percent (15%) per annum.

In connection with the Loan mentioned in Item 1.01 above, each Loan Participant received (i) a common stock purchase warrant in the total aggregate amount of three million two thousand (3,002,000) shares with an exercise price of Six Cents ($0.06) per share/cashless, that expires on April 15, 2015 (the "Loan Warrant"); and (ii) an additional common stock purchase warrant in the total aggregate amount of one million five hundred one thousand (1,501,000) shares with an exercise price of Six Cents ($0.06) per share/cashless, that expires on April 15, 2015 (the "Commitment Warrant"). Specifically, the Commitment Warrant was issued to those Board of Director members that committed to the Loans. The following Loan Participants received the following warrants:

                                                                 Loan
                                                               Warrant        Commitment
                                                                Share       Warrant Share
                    Loan Participants:                         Amount:         Amount:
Rodney S. Rougelot                                                834,000          417,000
Ronald Domingue                                                   834,000          417,000
William Whittaker                                                 834,000          417,000
Lawrence A. Krause                                                200,000          100,000

The shares underlying the Loan Warrant and Commitment Warrant are subject to piggy-back registration rights. The exercise prices of the Loan Warrant and Commitment Warrant are subject to anti-dilution downward adjustments in the event the Company sells common stock or securities convertible into common stock at a price below the exercise price. In the event the Company files a registration statement, the total number of shares registered may be required to be adjusted to comply with Rule 415 of the Securities Act of 1933 (the "Securities Act") and in such case, the holders of said shares agree to the allocation of such adjustment on a pro-rata basis.

There were no underwriting discounts or commissions in connection with the Loans.

The Loans made to the Company were from "accredited investors" as defined in Rule 501(a) under the Securities Act and pursuant to an exemption under Section 4(2) of the Securities Act (the "Exemption"). For purposes of this Exemption, the Company relied upon (i) certain representations and warranties of the Loan Participants and (ii) its own independent investigation to confirm the representations and warranties.

The following exhibits are filed as part of this report:

10.1  Form of Loan Promissory Note for $750,500


10.2  Form of Loan Warrant for 3,002,000 shares


10.3  Form of Commitment Warrant for 1,501,000 shares