Unassociated Document

As filed with the Securities and Exchange Commission on January 23, 2012

An Exhibit List can be found on page II-2.

Registration No. ____________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON DC 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ECO PLANET CORP.

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation or organization

7189

(Primary Standard Industrial Classification Code Number

46-0525801

(I.R.S. Employer Identification Number)

93 S Jackson St, #34786, Seattle, WA 98104-2818,

Telephone Number –888 375 8633

Fax: 866-885-5653

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Vcorp Services, LLC

25 Robert Pitt Drive, Suite 204

Monsey, New York 10952

Tel. 845.425.0077

Fax 845.818.3588

(Name, address, including zip code, and telephone number, including area code, of agent of service)

Copies of communications to:

LAW OFFICES OF JONATHAN D. STRUM

5638 Utah Avenue, NW – Washington DC 20015

Telephone: (202) 362-9027 – Facsimile: (202) 362-9037

Email: jdstrum@jdstrumlaw.com

From time to time after the effective date of this Registration Statement

(Approximate date of commencement of proposed sale to the public)

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

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 Exchange Act (Check One):

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

CALCULATION OF REGISTRATION FEE

Title of Each Class Of Securities To Be Registered	Amount To Be Registered	Proposed Maximum Offering Price Per Share 1		Proposed Maximum Aggregate Offering Price 1		Amount of Registration Fee

Common stock, $0.0001 par value per share	800,000 shares	$	0.15	$	120,000	$	14.51

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

1. Estimated solely for purposed of calculating the registration fee under Rule 457(a) and (o) of the Securities Act.

The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to completion on January 23, 2012

UP TO 800,000 SHARES

COMMON STOCK

ECO PLANET CORP.

Eco Planet Corp. is offering for sale a total of up to 800,000 shares of its common stock at a fixed price of $0.15 per share (the “Offering”). A minimum of 35% of the shares offered must be sold for this offering to close. The Offering is being conducted on a self-underwritten, best efforts basis, which means that our executive officers will attempt to sell the shares. We have not engaged an underwriter. This prospectus will permit our executive officers to sell the shares directly to the public, with no commission or other remuneration payable to them for any shares that they may sell. The executive officers intend to offer and sell the shares to their friends, family members and business acquaintances. In offering the securities on our behalf, they will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934 (the “Exchange Act”). Thereintended methods of communication include, without limitation, the telephone, the Internet, and personal contacts. For more information, see the section of this prospectus entitled "Plan of Distribution."

The proceeds from the sale of the shares in this Offering will be payable to an Attorney-Client Escrow Account. All subscription funds will be held in a non-interest-bearing account pending the raising of 35% of the shares offered in this Offering. This Offering will be completed 180 days from the effective date of this prospectus, unless extended by our board of directors for an additional 180 days. All subscription agreements and checks for payment of shares are irrevocable. For more information, see the section of this prospectus entitled "Plan of Distribution." We may refer to ourselves in this prospectus as "ECO,” the “Company,” "we," or "us.”

There is currently no public or established market for our shares. Consequently, our shareholders will not be able to sell their shares in any organized market place and may be limited to selling their shares privately. Accordingly, an investment in our Company is an illiquid investment.

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE ONLY IF YOU CAN AFFORD A COMPLETE LOSS OF YOUR INVESTMENT.

SEE "RISK FACTORS" BEGINNING ON PAGE 6.

	Number of Shares		Offering Price		Underwriting Discounts & Commissions		Proceeds to the Company

Per Share		1	$	0.15	$	0.00	$	0.15
Total		800,000	$	120,000	$	0.00	$	120,000

This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is _____________ __, 2012.

PROSPECTUS SUMMARY

Certain matters discussed herein are forward-looking statements. Such forward-looking statements contained in this prospectus which is a part of our registration statement involve risks and uncertainties, including statements as to:

· our future operating results;

· our business prospects;

· any contractual arrangements and relationships with third parties;

· the dependence of our future success on the general economy;

· any possible financings; and

· the adequacy of our cash resources and working capital.

These forward-looking statements can generally be identified as such because the context of the statement will include words such as we “believe," “anticipate,” “expect,” “estimate” or words of similar meaning. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which are described in close proximity to such statements and which could cause actual results to differ materially from those anticipated as of the date of this prospectus. Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of the date of this prospectus, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

About Eco Planet Corp.

Eco Planet Corp. was incorporated under the laws of the State of Delaware on September 14, 2011. As of December 31, 2011, we had no employees and our founder, Director and President, ElkaYaron has provided us with services at no cost to the Company. During 2012, Mrs. Yaron will devote at least five hours each week to us but she may increase the number of hours as necessary.

The Company issued 1,200,000 shares of its common stock to Mrs. Yaron at inception in consideration for payment of $14,400 and issued 500,000 shares of its common stock to Mr. Shnitzer (our Secretary and Director) at inception in consideration for payment of $6,000.

Eco Planet Corp. is an early stage company (“development stage”) and has limited financial resources. We have not established or attempted to establish a source of equity or debt financing. Our auditors indicated in their report on our financial statements (the “Report”) that “the Company has not established a source of revenue or financing, which raises substantial doubt about its ability to continue as a going concern.” Under the Exchange Act, a company like us is considered in its “development stage” if it is devoting substantially all of its efforts to establishing a new business and either of the following conditions exists: (1) planned principal operations have not begun; or (2) planned principal operations have begun, but no significant revenue has yet been generated. We fit within this second category.

We currently intend to offer a bundle of products (“kits”) by theme: Energy-Efficiency, Renewable Energy, Water Conservation, Green Cleaning, and Green Office, for home and small business owners. The kits 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. We intend to offer products compiled in kits. Each kit will contain 5-10 products. If we succeed in raising funds, we anticipate that we could start to market our kits within approximately six months. If we have to use our internal resources only, this process will likely take at least one year. See “Business” for a more detailed description.

Our executive offices are located at 93 S Jackson St, #34786, Seattle, Washington 98104-2818, and our telephone number is 888-375-8633.

This Offering

ECO is offering for sale a total of 800,000 shares of common stock at a fixed price of $0.15 per share. A Minimum of 35% of the shares offered must be sold for this offering to close. This Offering is being conducted on a self-underwritten, best efforts basis, which means that our executive officers will attempt to sell the shares. We have not engaged an underwriter. This prospectus will permit our executive officers to sell the shares directly to the public, with no commission or other remuneration payable to them for any shares that they may sell. Our executive officers intend to offer and sell the shares to their friends, family members and business acquaintances. In offering the securities on our behalf, they will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 of the Exchange Act. Their intended methods of communication include, without limitation, the telephone, the Internet, and personal contacts.

The proceeds from the sale of the shares in this Offering will be payable to an Attorney-Client Escrow Account. Our escrow agent, Jonathan D. Strum, also acts as legal counsel for us and, therefore, may not be considered an independent third party.

All subscription funds will be held in a non-interest-bearing account pending the completion of this Offering. This Offering will be completed 180 days from the effective date of this prospectus, unless extended by our Board of Directors for an additional 180 days.

We will deliver stock certificates for shares of common stock purchased directly to the purchasers within 90 days of the close of this Offering or as soon thereafter as practicable. We anticipate engaging a transfer agent to assist us with the certification and delivery of the shares.

The Offering price of the common stock has been determined arbitrarily and bears no relationship to any objective criterion of value. Specifically, the price does not bear any relationship to our assets, book value, historical earnings or net worth.

Shares of common stock offered by us		A maximum of 800,000 shares. A minimum of 35% of the shares offered must be sold for this offering to close.

Use of proceeds		We will apply the proceeds from this Offering to pay for professional fees and other general expenses. The total estimated costs of this Offering ($20,000).

Termination of the Offering		This Offering will conclude when all 800,000 shares of common stock have been sold, or 180 days after this registration statement becomes effective with the Securities and Exchange Commission. We may in our discretion extend the Offering for an additional 180 days.

Risk factors		The purchase of our common stock involves a high degree of risk. The common stock offered in this prospectus is for investment purposes only and currently no market for our common stock exists. Please refer to the sections entitled "Risk Factors" and "Dilution" before making an investment in this stock.

Trading Market		None. We intend to engage a market maker to file a Rule 211 application with the Financial Industry Regulatory Authority (“FINRA”) in order to apply for the inclusion of our common stock in the Over-the-Counter Bulletin Board (“OTCBB”). Such efforts may not be successful and our shares may never be quoted and owners of our common stock may not have a market in which to sell the shares. Also, no estimate may be given as to the time that this application process will require.

		Even if our common stock is quoted or granted a listing, a market for our common shares may not develop.

SUMMARY FINANCIAL DATA

The following summary financial data should be read in conjunction with the financial statements and the notes thereto included elsewhere in this prospectus.

Balance Sheet Data:
	As of December 31, 2011

Current assets	$	24,480

Current liabilities	$	4,797

Stockholders’ equity	$	19,683

Operating:	For the Period September 14, 2011 (inception) to December 31, 2011

Net revenues	$	0
Operating expenses	$	717
Net (loss)	$	717
Net (loss) per common share basic and diluted	$	0
Weighted average number of shares outstanding – basic and diluted		1,590,826

RISK FACTORS

You should be aware that there are various risks to an investment in our common stock. You should carefully consider these risk factors, together with all of the other information included in this prospectus, before you decide to invest in shares of our common stock.

If any of the following risks develop into actual events, then our business, financial condition, results of operations and/or prospects could be materially adversely affected. If that happens, the market price of our common stock, if any, could decline, and investors may lose all or part of their investment.

Risks Related to the Business

ECO has virtually no financial resources. Our independent registered auditors’ report includes an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.

We are an early stage company and virtually have no financial resources. We have negative working capital of $717 and stockholders’ equity of $19,683 at December 31, 2011. Our independent registered auditors included an explanatory paragraph in their opinion on our financial statements as of and for the period ended December 31, 2011 that states that this lack of resources causes substantial doubt about our ability to continue as a going concern. No assurances can be given that we will generate sufficient revenue or obtain necessary financing to continue as a going concern.

Because we have only recently commenced business operations, we face a high risk of business failure.

We were formed in September 14, 2011. All of our efforts to date have related to developing our business plan and beginning business activities. Through December 31, 2011, we had substantially no operating revenues. We face a high risk of business failure.

Most of our competitors, which include well known websites like GreenYour.com and LowImpactLiving.co, have significantly greater financial and marketing resources than do we.

Most of our competitors have significantly greater financial and marketing resources than do we. Many have sophisticated websites and the ability to advertise in a wide variety of media, including television. We will principally depend on the business contacts of our president and word of mouth. There are no assurances that our approach will be successful.

ECO is and will continue to be completely dependent on the services of our founders, the loss of whose services may cause our business operations to cease, and we will need to engage and retain qualified employees and consultants to further implement our strategy.

ECO’s operations and business strategy are completely dependent upon the knowledge and business connections of our founders. They are under no contractual obligation to be employed by us. If they should choose to leave us for any reason or if they become ill and are unable to work for an extended period of time before we have hired additional personnel, our operations will likely fail. Even if we are able to find additional personnel, it is uncertain whether we could find someone who could develop our business along the lines described in this prospectus. We will fail without the services of our executive officers or an appropriate replacement(s).

We will be dependent on the alternative energy, green and environmentally friendly industries.

Our financial prospects will be significantly dependent upon our sale of green, environmentally friendly and alternative energy related products. These types of products, collectively “ecologically conscious products” are dependent on personal discretionary spending levels. As a result, sales of ecologically conscious products tend to decline during general economic downturns and recessions. Accordingly, the current economic recession has led to a weakening in the fundamental demand for our website and intended products and may adversely affect the alternative energy, green and environmentally friendly industries and our business and results of operations.

6. We intend to become subject to the periodic reporting requirements of the Exchange Act that will require us to incur audit fees and legal fees in connection with the preparation of such reports. These additional costs could reduce or eliminate our ability to earn a profit.

Following the effective date of our registration statement of which this prospectus is a part, we will be required to file periodic reports with the SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder. In order to comply with these requirements, our independent registered public accounting firm will have to review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel will have to review and assist in the preparation of such reports. The costs charged by these professionals for such services cannot be accurately predicted at this time because factors such as the number and type of transactions that we engage in and the complexity of our reports cannot be determined at this time and will have a major effect on the amount of time to be spent by our auditors and attorneys. However, the incurrence of such costs will obviously be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit. We may be exposed to potential risks resulting from any new requirements under Section 404 of the Sarbanes-Oxley Act of 2002. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.

7. Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the 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 and 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 the assets of the Company;

· provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and/or directors of the Company; and

· provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

Our internal controls may be inadequate or ineffective, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.

8. The costs of being a public company could result in us being unable to continue as a going concern.

As a public company, we will have to comply with numerous financial reporting and legal requirements, including those pertaining to audits and internal control. The costs of this compliance could be significant. If our revenues are insufficient, and/or we cannot satisfy many of these costs through the issuance of our shares, we may be unable to satisfy these costs in the normal course of business which would result in our being unable to continue as a going concern.

Risks Related to Our Common Stock

9. We may issue additional common shares in the future, which would reduce our current investors’ percentage of ownership and which may dilute our share value.

Our Certificate of Incorporation authorizes the issuance of 150,000,000 shares of common stock, of which 1,700,000 shares are issued and outstanding and 2,500,000 will be outstanding, assuming that this Offering is fully subscribed. The future issuance of additional shares of common stock which we are currently authorized to issue may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

10. FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described below, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity in our common stock. As a result, fewer broker-dealers may be willing to make a market in our common stock, reducing a stockholder’s ability to resell shares of our common stock.

11. Our common shares will be subject to the “Penny Stock” Rules of the SEC and the trading market in our securities will be limited, which will make transactions in our stock cumbersome, which may reduce the value of an investment in our stock.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a “penny stock” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

that a broker or dealer approve a person’s account for transactions in penny stocks; and

that the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

obtain financial information and investment experience objectives of the person; and

make a reasonable determination that the transactions in penny stocks are suitable for that person and that the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:

sets forth the basis on which the broker or dealer made the suitability determination; and

confirms that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common shares thus causing a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

12. There is no current trading market for our securities and if a trading market does not develop, purchasers of our securities may have difficulty selling their shares.

There is currently no established public trading market for our securities and an active trading market in our securities may not develop or, if developed, may not be sustained. We intend to have a market maker apply for admission to quotation of our securities on the FINRA Over the Counter Bulletin Board (the “OTCBB”) after the registration statement relating to this prospectus is declared effective by the SEC. We do not yet have a market maker who has agreed to file such an application. If for any reason our common stock is not quoted on the Over the Counter Bulletin Board or a public trading market does not otherwise develop, purchasers of the shares may have difficulty selling their common stock should they desire to do so. No market makers have committed to becoming market makers for our common stock and none may do so.

There is no assurance that a market maker will file an application for quotation of our stock, or that, if filed, such an application will be accepted. Even if an application by a market maker for quotation of our common stock on the Over The Counter Bulletin Board is filed and accepted, a market for our common stock may not develop or be sustained.

13. The price of our shares in this offering was arbitrarily determined by us and may not reflect the actual market price for the securities.

The offering price of the common stock was determined by us arbitrarily. The price is not based on our financial condition and prospects, market prices of similar securities of comparable publicly traded companies, certain financial and operating information of companies engaged in similar activities to ours, or general conditions of the securities market. The price may not be indicative of the market price, if any, for the common stock in the trading market after this offering. The market price of the securities offered herein, if any, may decline below the offering price. The stock market has experienced extreme price and volume fluctuations. In the past, securities class action litigation has often been instituted against various companies following periods of volatility in the market price of their securities. If instituted against us, regardless of the outcome, such litigation would result in substantial costs and a diversion of management’s attention and resources, which would increase our operating expenses and affect our financial condition and business operations.

14. The requirements of being a public company may strain our resources and distract our management.

As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act. These requirements may place a strain on our systems and resources. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls for financial reporting. We will be required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, which requires annual management assessments of the effectiveness of our internal controls over financial reporting and a report by our independent registered public accountants addressing these assessments. During the course of our testing, we may identify deficiencies which we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, if we fail to achieve and maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act.

In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, significant resources and management oversight will be required. This may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, we may need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge, and we cannot assure you that we will be able to do so in a timely fashion.

15. Because we do not intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them.

We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless the value of such shares appreciates and they sell them. There is no assurance that stockholders will be able to sell shares when desired.

16. Because our officers and Directors are located in non-U.S. jurisdictions, you may have limited effective recourse against the management for misconduct and may not be able to enforce judgment and civil liabilities against our officers, Directors, experts and agents.

Since our key Officers and Directors, Ms. Yaron and Mr. Shnitzur reside in Israel, any attempt to enforce liabilities upon such individual under the U.S. securities and bankruptcy laws may be difficult.

In accordance with the Israeli Law on Enforcement of Foreign Judgments, 5718-1958, and subject to certain time limitations (the application to enforce the judgment must be made within five years of the date of judgment or such other period as might be agreed between Israel and the United States), an Israeli court may declare a foreign civil judgment enforceable if it finds that:

•

the judgment was rendered by a court which was, according to the laws of the State in which the court is located, competent to render the judgment;

•

the judgment may no longer be appealed;

•

the obligation imposed by the judgment is enforceable according to the rules relating to the enforceability of judgments in Israel and the substance of the judgment is not contrary to public policy; and;

•

the judgment is executory in the State in which it was given.

An Israeli court will not declare a foreign judgment enforceable if:

•

the judgment was obtained by fraud;

•

there is a finding of lack of due process;

•

the judgment was rendered by a court not competent to render it according to the laws of private international law in Israel;

•

the judgment is in conflict with another judgment that was given in the same matter between the same parties and that is still valid; or

•

the time the action was instituted in the foreign court, a suit in the same matter and between the same parties was pending before a court or tribunal in Israel.

In general, an obligation imposed by the judgment of a United States court is enforceable according to the rules relating to the enforceability of judgments in Israel, and a United States court is considered competent to render judgments according to the laws of private international law in Israel.

Furthermore, Israeli courts may not adjudicate a claim based on a violation of U.S. securities laws if the court determines that Israel is not the most appropriate forum in which to bring such a claim. Even if an Israeli court agrees to hear such a claim, it may determine that Israeli law, not U.S. law, is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proven as a fact, which can be a time-consuming and costly process.

Since our key Officers and Directors do not reside in the United States it may be difficult for courts in the United States to obtain jurisdiction over our foreign assets or persons, and, as a result, it may be difficult or impossible for you to enforce judgments rendered against us or the Officers or Directors in United States courts. Thus, investing in us may pose a greater risk because should any situation arise in the future in which you have a cause of action against these persons or us, you may face potential difficulties in bringing lawsuits or, if successful, in collecting judgments against these persons or us.

17. If our shares are quoted on the over-the-counter bulletin board, we will be required to remain current in our filings with the SEC and our securities will not be eligible for quotation if we are not current in our filings with the SEC.

In the event that our shares are quoted on the Over-the-Counter Bulletin Board, we will be required to remain current in our filings with the SEC in order for shares of our Common Stock to be eligible for quotation on the over-the-counter bulletin board. In the event that we become delinquent in our required filings with the SEC, quotation of our Common Stock will be terminated following a 30 day grace period if we do not make our required filing during that time. If our shares are not eligible for quotation on the over-the-counter bulletin board, investors in our Common Stock may find it difficult to sell their shares.

18. Any trading market that may develop may be restricted by virtue of state securities “Blue Sky” laws to the extent they prohibit trading absent compliance with individual state laws.

There is no public market for our Common Stock, and there can be no assurance that any public market will develop in the foreseeable future. Transfer of our Common Stock may also be restricted under the securities or securities regulations laws promulgated by various states and foreign jurisdictions, commonly referred to as “Blue Sky” laws. Absent compliance with such individual state laws, our Common Stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the “Blue Sky” laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state “Blue Sky” law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. These restrictions prohibit the secondary trading of our Common Stock. Thirty-three states have what is commonly referred to as a “manual exemption” for secondary trading of securities. In these states, so long as the issuer obtains and maintains a listing in Mergent, Inc.’s or Standard and Poor’s Corporate Manual, secondary trading of common stock can occur without any filing, review or approval by state regulatory authorities in these states. These states are: Alaska, Arizona. Arkansas, Colorado, Connecticut, District of Columbia, Florida, Hawaii, Idaho, Indiana, Iowa, Kansas, Maine, Maryland, Massachusetts, Michigan, Mississippi, Missouri, Nebraska, New Jersey, New Mexico, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Rhode Island, South Carolina, Texas, Utah, Washington, West Virginia, and Wyoming. Ten states provide for an exemption for non-issuer transactions in outstanding securities effected through a registered broker-dealer when the securities are subject to registration under Section 12 of the Securities Exchange Act of 1934 for at least 90 days (180 days in Alabama). These states are: Alabama, Colorado, District of Columbia, Illinois, Kansas, Missouri, New Jersey, New Mexico, Oklahoma, and Rhode Island. However, in other states, investors may not be able to purchase and sell our securities. Accordingly, investors should consider the secondary market for our securities to be a limited one.

19. Delaware law and our charter may inhibit a takeover

Provisions of Delaware law, such as its business combination statute, may have the effect of delaying, deferring or preventing a change in control of our company, even if such transactions would have significant benefits to our stockholders. As a result, these provisions could limit the price some investors might be willing to pay in the future for shares of our Common Stock. We are subject to the provisions of Section 203 of the Delaware General Corporation Law, which restricts certain business combinations with interested stockholders. The combination of these provisions effectively inhibits a non-negotiated merger or other business combination.

20. Voting control of our common stock is possessed by Mrs. Yaron and Mr. Shnitzer. This concentration of ownership could discourage or prevent a potential takeover of ECO that might otherwise result in your receiving a premium over the market price for your common stock.

The voting control of our common stock is possessed by Mrs. Yaron, our President, Chief Executive Officer, Treasurer and Director, who was issued 1,200,000 shares of our common stock for $14,400, on December 21, 2011and by Mr. Aharon Shnitzer our Secretary and Director, who was issued 500,000 shares of our common stock for $6,000 on December 21, 2011. Holders of our common stock are entitled to one non-cumulative vote per share on all matters submitted to our stockholders. The result of this concentration of ownership and voting control is that Mrs. Yaron and Mr. Shnitzer have the ability to control all matters submitted to our stockholders for approval and to control our management and affairs, including extraordinary transactions such as mergers and other changes of corporate control, and going private transactions. Additionally, this concentration of voting power could discourage or prevent a potential takeover of the Company that might otherwise result in your receiving a premium over the market price for your common stock. Even if the entire offering is subscribed to, Ms. Yaron and Mr. Shnitzur will have the ability to control all matters submitted to the stockholders and to control our management and affairs.

21. Our bylaws provide for indemnification of officers and Directors at our expense and limit their liability, which may result in a major cost to us and hurt the interests of our shareholders because corporate resources may be expended for the benefit of officers and/or Directors.

Our bylaws and applicable Delaware law provide for the indemnification of our Directors, officers, employees, and agents, under certain circumstances, against attorney’s fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on our behalf. We will also bear the expenses of such litigation for any of our Directors, officers, employees, or agents, upon such person’s promise to repay us if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us, which we will be unable to recoup.

We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against these types of liabilities, other than the payment by us of expenses incurred or paid by a Director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a Director, officer or controlling person in connection with the securities being registered, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter, if it were to occur, is likely to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the market and price for our shares, if such a market ever develops.

22. If a market develops for our shares, sales of our shares relying upon Rule 144 may depress prices in that market by a material amount.

All of the currently outstanding shares of our Common Stock are ‘‘restricted securities’’ within the meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted securities, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws. Rule 144 provides in essence that a person who has held restricted securities for a prescribed period may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed 1.0% of a company’s outstanding Common Stock. The alternative average weekly trading volume during the four calendar weeks prior to the sale is not available to our shareholders being that the OTCBB (if and when listed thereon) is not an ‘‘automated quotation system’’ and, accordingly, market based volume limitations are not available for securities quoted only over the OTCBB. As a result of revisions to Rule 144 which became effective on or about February 15, 2008, there is no limit on the amount of restricted securities that may be sold by a non-affiliate (i.e., a stockholder who has not been an officer, Director or control person for at least 90 consecutive days) after the restricted securities have been held by the owner for a period of one year. None of our currently outstanding shares of Common Stock have been held for one year or more, and none of those shares is held by a non-affiliate. A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to registration of shares of Common Stock of present stockholders, may have a depressive effect upon the price of the Common Stock in any market that may develop.

USE OF PROCEEDS

The net proceeds to us from the sale of up to 800,000 shares offered at a public offering price of $0.15 per share will vary depending upon the total number of shares sold. Regardless of the number of shares sold, we expect to incur offering expenses estimated at approximately $20,000 for legal, accounting, and other costs in connection with this offering. The table below shows the intended net proceeds from this offering we expect to receive for scenarios where we sell various amounts of the shares. Since we are making this offering without any minimum requirement, there is no guarantee that we will be successful at selling any of the securities being offered in this prospectus. Accordingly, the actual amount of proceeds we will raise in this offering, if any, may differ.

PERCENT OF NET PROCEEDS RECEIVED

	40%			60%			100%
Shares Sold		320,000			480,000			800,000
Gross Proceeds	$	48,000			72,000			120,000
Less Offering Expenses	$	(20,000	)	$	(20,000	)	$	(20,000	)
Net Offering Proceeds	$	28,000			52,000			100,000

The use of net offering proceeds set forth below demonstrates how we intend to use the funds under the various percentages of amounts of the related offering. We plan to use the proceeds for the establishment of our operations; and, depending on the amount of funds raised for marketing, travel and for the design and development of our web site as below. All amounts listed below are estimates.

Amount raised after Offering Costs	$	28,000	$	52,000	$	100,000
Legal and Accounting	$	5,000	$	10,000	$	15,000
Travel	$	5,000	$	5,000	$	15,000
Web Site Design	$	6,500	$	6,500	$	5,000
Web Site Development	$	5,500	$	5,500	$	5,500

Advertising/marketing	$	4,500	$	14,500	$	35,500
Computer/Fax/ General and Administrative SEO costs	$	1,500	$	10,500	$	24,000

Total Estimated Expenses	$	28,000	$	52,000	$	100,000

Our offering expenses are comprised of legal and accounting expenses and printing costs. Our officers and Directors will not receive any compensation for their efforts in selling our shares.

We intend to use the proceeds of this offering in the manner set forth above. In the event that we do not raise the entire amount we seek to raise, and are unable to generate revenues to raise that amount, then we may cut back on some of the costs (such as advertising, travel and website design and development), or we may attempt to raise additional funds via private placements or sales of securities to or loans from our Directors in order to make up any shortfall. We do have any agreements in place with our Directors to provide loans to the company if needed. We do not intend to use the proceeds to finance the acquisition of other businesses. At present, no material changes are contemplated. Should there be any material changes in the projected use of proceeds in connection with this offering, we will issue an amended prospectus reflecting the new uses.

In all instances, after the effectiveness of this Registration Statement, the Company will need some amount of working capital to maintain its general existence and comply with its public reporting obligations. In addition to changing allocations because of the amount of proceeds received, we may change the use of proceeds because of required changes in our business plan. Investors should understand that we have wide discretion over the use of proceeds. Therefore, management decisions may not be in line with the initial objectives of investors, who will have little ability to influence these decisions.

DETERMINATION OF OFFERING PRICE

The Company will be offering the shares of common stock being covered by this prospectus at a price of $0.15 per share. The offering price does not have any relationship to any established criteria of value, such as book value or earnings per share. Because we have no operating history and have not generated any revenues to date, the price of our common stock is not based on past earnings, nor is the price of our common stock indicative of the current market value of the assets owned by us. No valuation or appraisal has been prepared for our business and potential business expansion. Our common stock is presently not traded on any market or securities exchange and we have not applied for listing or quotation on any public market.

Since none of our securities are listed or quoted on any exchange or quotation system, the offering price of our common stock was unilaterally determined solely by our Board of Directors.

The facts we considered in determining that offering price were our financial condition and prospects; our limited operating history; the general condition of the securities market; and Management’s informal prediction of demand for securities such as the shares of common stock.

The offering price is not an indication of and is not based upon the actual value of the Company. The offering price bears no relationship to our book value, assets or earnings or any other recognized criteria of value. The offering price should not be regarded as an indicator of the future market price of our securities.

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors,” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. In addition, you are directed to factors discussed in the Business section the Management’s Discussion and Analysis or Plan of Operation section and those discussed elsewhere in this prospectus.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including by the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Trading History

There is currently no public or other market for our Common Stock, and we cannot guarantee that any such market will develop in the foreseeable future. We intend to engage one or more registered broker-dealers to file an application with FINRA on our behalf so as to be able to quote the shares of our Common Stock on the Over-the-Counter Bulletin Board maintained by FINRA. As of the date of this prospectus, we have not identified any such broker-dealers and are not in negotiations with any. There can be no assurance that any such broker-dealer will ever file such an application, or that such an application, if filed, will be accepted.

Our authorized capital stock consists of 150,000,000 shares of Common Stock, with a par value of $0.0001 per share. As of December 31, 2011, there were 1,700,000 shares of our Common Stock issued and outstanding. Our shares are held by two (2) stockholders of record.

Share Purchase Warrants

Prior to this offering, we have not issued and do not have outstanding any warrants to purchase shares of our Common Stock.

Options

We have not issued and do not have outstanding any options to purchase shares of our Common Stock. We do not have any stock option plans.

Convertible Securities

We have not issued and do not have outstanding any securities convertible into shares of our Common Stock or any rights convertible or exchangeable into shares of our Common Stock.

DILUTION

Purchasers of our securities in this offering will experience immediate and substantial dilution in the net tangible book value of their common stock from the initial public offering price. Historical net tangible book value per share of common stock is equal to our total tangible assets less total liabilities, divided by the number of shares of common stock outstanding as of December 31, 2011. Dilution in net tangible book value per share represents the difference between the amount per share paid by purchasers of shares of our common stock in this offering and the net tangible book value per share of our common stock immediately following this offering. The following table represents the related Dilution.

Shares Sold		800,000
Gross Proceeds less offering Expenses	$	100,000
Historical Net Tangible Book Value	$	19,683
Historical Net Tangible Book Value Per Share	$	0.0089
Increase per share to existing Shareholders	$	0.0371
Net Tangible Book Value Per Share After the Offering	$	0.0461
Dilution Per Share to New Shareholders	$	0.1039
Dilution Percentage to New Shareholders		69.28	%

DIVIDEND POLICY

Since inception, we have never paid cash or any other form of dividend on our common stock. We do not anticipate paying cash dividends in the foreseeable future. Any future credit facilities might contain restrictions on our ability to declare and pay dividends on our common stock. We plan to retain all earnings, if any, for the foreseeable future for use in the operation of our business and to fund the pursuit of future growth. Future dividends, if any, will depend on, among other things, our results of operations, capital requirements and on such other factors as our board of directors, in its discretion, may consider relevant.

MARKET FOR SECURITIES

There is no established public market for our common stock, and a public market may never develop. We intend to engage a market maker to file an application with FINRA so as to be able to quote the shares of our common stock on the OTCBB maintained by FINRA. There can be no assurance as to whether such market maker’s application will be accepted by FINRA nor can we estimate the time period that will be required for the application process. Even if our common stock were quoted in a market, there may never be substantial activity in such market. If there is substantial activity, such activity may not be maintained, and no prediction can be made as to what prices may prevail in such market.

If we become able to have our shares of common stock quoted on the OTCBB, we will then try, through a broker-dealer and its clearing firm, to become eligible with the Depository Trust Company ("DTC") to permit our shares to trade electronically. If an issuer is not “DTC-eligible,” then its shares cannot be electronically transferred between brokerage accounts. This means that the shares of a company can only be traded manually between accounts, which takes days and is not a realistic option for companies relying on broker dealers for stock transactions. While DTC-eligibility is not a requirement to trade on the OTCBB, electronic trading is necessary to process trades on the OTCBB if a company’s stock is going to trade with significant volume. There are no assurances that our shares will ever become DTC-eligible or, if they do, how long it will take.

There is no ECO common equity subject to outstanding options or warrants to purchase or securities convertible into our common equity. Also, all current shares of our outstanding common stock are held by Mrs. Yaron, our president (1,200,000 shares), and Mr. Shnitzer, our secretary (500,000 shares). In general, under Rule 144, a holder of restricted common shares who is an affiliate at the time of the sale or any time during the three months preceding the sale can resell shares, subject to the restrictions described below.

If we have been a public reporting company under the Exchange Act for at least 90 days immediately before the sale, then at least six months must have elapsed since the shares were acquired from us or one of our affiliates, and we must remain current in our filings for an additional period of six months; in all other cases, at least one year must have elapsed since the shares were acquired from us or one of our affiliates.

The number of shares sold by such person within any three-month period cannot exceed the greater of:

· 1% of the total number of our common shares then outstanding; or

· The average weekly trading volume of our common shares during the four calendar weeks preceding the date on which notice on Form 144 with respect to the sale is filed with the SEC (or, if Form 144 is not required to be filed, the four calendar weeks preceding the date the selling broker receives the sell order) This condition is not currently available to the Company because its securities do not trade on an exchange.

Conditions relating to the manner of sale, notice requirements (filing of Form 144 with the SEC) and the availability of public information about us must also be satisfied.

All of the presently outstanding shares of our common stock are "restricted securities" as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available.

Current Public Information

In general, for sales by affiliates and non-affiliates, the satisfaction of the current public information requirement depends on whether we are a public reporting company under the Exchange Act:

· If we have been a public reporting company for at least 90 days immediately before the sale, then the current public information requirement is satisfied if we have filed all periodic reports (other than Form 8-K) required to be filed under the Exchange Act during the 12 months immediately before the sale (or such shorter period as we have been required to file those reports).

· If we have not been a public reporting company for at least 90 days immediately before the sale, then the requirement is satisfied if specified types of basic information about us (including our business, management and our financial condition and results of operations) are publicly available, typically by means of issuing periodic press releases.

However, no assurance can be given as to:

·the likelihood of a market for our common shares developing,

·the liquidity of any such market,

·the ability of the shareholders to sell the shares, or

·the prices that shareholders may obtain for any of the shares.

No prediction can be made as to the effect, if any, that future sales of shares or the availability of shares for future sale will have on the market price prevailing from time to time. Sales of substantial amounts of our common shares, or the perception that such sales could occur, may adversely affect prevailing market prices of the common shares.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Operations

We were incorporated on September 14, 2011 and all of our business activity through December 31, 2011 involved incorporation efforts, preparation of this Offering and completing the market research for our business.

We are a development stage company and have extremely limited financial resources. We have not established a source of equity or debt financing. Our independent registered public accounting firm has included an explanatory paragraph in its report emphasizing the uncertainty of our ability to remain a going concern. We will provide Internet search and advertising services that facilitate access to alternative energy information relevant to specific topics of interest, products and related services on the Internet. Our principal sources of revenue are anticipated to include:

As a corporate policy, we will not incur any cash obligations that we cannot satisfy with known resources, of which there are currently none except as described in “implementing system and controls” and substitute “Liquidity” below or elsewhere in this prospectus. We believe that the perception that many people have of a public company make it more likely that they will accept restricted securities from a public company as consideration for indebtedness to them than they would from a private company. We have not performed any studies of this matter. Our conclusion is based on our own observations. However, there can be no assurances that we will be successful in any of those efforts even if we are a public entity. Additionally, issuance of restricted shares would necessarily dilute the percentage of ownership interest of our stockholders.

Liquidity

We will pay all costs relating to this Offering estimated at $20,000. This amount will be paid as and when necessary and required or otherwise accrued on our books and records until we are able to pay the full amount due either from revenues or loans providing sufficient capital. Absent sufficient revenues to pay these amounts within six months of the date of this prospectus, we may need to seek additional financing sources to cover the balance of outstanding professional and related fees relating to our prospectus to the extent that such liabilities cannot be extended or satisfied in other ways and our professionals insist upon payment, and for continued operations.

Since completing the market research for the business, most of our resources and work have been devoted to planning our business, market research and completing our registration statement. When those procedures are done, which we believe will occur over the next two months, we will begin work to update and enhance our website. We will then need to begin introductory marketing to attract customers to our sites. We believe that the work needed to complete and open our website will range from $5,000 to $10,000 if outside contractors and experts are used. If we raise funding to outsource these procedures, of which there are no assurances, we can only make a portion of the intended functionality and features of our website available within approximately one year. If we have to use our internal resources only, the process will likely take much longer and will be done one website at a time. To do this we would use friends and associates of management and freelance programmers and others who would work with us on a part-time basis. The freelancers will be people who help us after work at their principal places of employment or professionals who are temporarily unemployed. They will have the capabilities of doing the required tasks but will be unable to provide continuous time to the undertaking. There can be no way to estimate how much time or costs would be required in that case. If we are unable to raise any funds, the cash costs would have to be provided by our President to the extent that she is capable of providing funds. Our goal would be to have our website up and running within one year, but there is no way of estimating what the likelihood of achieving that goal would be.

Private capital, if sought, will be sought from former business associates of our founder or private investors referred to us by those business associates. To date, we have not sought any funding source and have not authorized any person or entity to seek out funding on our behalf. If a market for our shares ever develops, of which there can be no assurances, we may use restricted shares of our common stock to compensate employees, consultants or independent contractors wherever possible. We cannot predict the likelihood or source of raising capital or funds that may be needed to complete the sites that we have acquired.

We have embarked upon an effort to become a public company and, by doing so, have incurred and will continue to incur additional significant expenses for legal, accounting and related services. Once we become a public entity, subject to the reporting requirements of the Exchange Act of '34, we 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. We will reduce the compensation levels paid to management if there is insufficient cash generated from operations to satisfy these costs.

There are no current plans to seek private investment. We do not have any current plans to raise funds through the sale of securities except as set forth herein. We hope to be able to use our status as a public company to enable us to use non-cash means of settling obligations and compensate persons and/or firms providing 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 December 31, 2011.

Recently Issued Accounting Pronouncements

In February 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-09, Amendments to Certain Recognition and Disclosure Requirements (“ASU 2010-09”), which is included in the FASB Accounting Standards Codification (the “ASC”) Topic 855 Subsequent Events. ASU 2010-09 clarifies that an SEC filer is required to evaluate subsequent events through the date that the financial statements are issued. ASU 2010-09 is effective upon the issuance of the final update and did not have a significant impact on the Company’s financial statements.

In June 2009, the FASB issued guidance now codified as ASC 105, Generally Accepted Accounting Principles as the single source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP, aside from those issued by the SEC. ASC 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place. The adoption of ASC 105 did not have a material impact on the Company’s financial statements, but did eliminate all references to pre-codification standards.

We have implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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 2 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.

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.

BUSINESS

We were incorporated under the laws of the State of Delaware on September 14, 2011. We intend to offer a bundle of products (“kits”) by theme: Energy-Efficiency, Renewable Energy, Water Conservation, Green Cleaning, and Green Office, for home and small business owners. The products that comprise the kits will be all relatively small, inexpensive and simple to install such as LED light bulbs, faucet/showerhead aerators, electricity monitors, and water tank insulation blankets. At January 23, 2012, we had no employees. For the remainder of 2012, our President and our Secretary will each devote at least five hours a week to us but may increase the number of hours as necessary.

The Company issued 1,700,000 shares of its common stock to its officers at inception in exchange for $20,400. We are a development stage company and have no financial resources. We have not established or attempted to establish a source of equity or debt financing. Our auditors indicated in their Report on our Financial Statements that “the Company has not established a source of revenue or financing, which raises substantial doubt about its ability to continue as a going concern.”

Eco-Planet will be a website for energy efficiency solutions and aspects of sustainable living. We will provide products and tips that enable consumers to buy and install energy efficient products, water saving products, and other eco-friendly products for their home.

We help homeowners answer the questions:

“How can I most effectively reduce my energy bill and water bill?”

“How can I make choices that reduce my energy consumption and protect the environment?”

“How can I promote sustainability?”

Finding the answers would entangle a buyer in hours of research. We will provide answers based on a mix of factors including technology, lifestyle, household profile, geographic region – drawing on databases from publically available information. By gathering some simple facts via a quick questionnaire, we will target suggestions based on users’ answers. Eco-Planet cuts through complexity by providing customers with individualized recommendations of a bundle of products for their home. Our convenient online channel will enable customers to purchase these solutions at competitive prices.

Our website will feature a Savings Estimator that integrates lifestyle factors, installed systems, and household profiles, to help customers estimate cost savings, payback periods and anticipated CO2 abatement for using particular energy-saving/water conservation kits. For all purchases made using Eco-Planet, the results of the Savings Estimator are reflected in a Green Savings Widget that consumers can access anytime on the Eco-Planet website, or choose to publish on their Facebook Wall. The Savings Tracker reflects savings in terms of Dollars, pounds of CO2 emissions, gallons of water, and tons of landfill waste.

Business Summary

Eco-Planet offers a bundle of products (“kits”) by theme: Energy-Efficiency, Renewable Energy, Water Conservation, Green Cleaning, and Green Office, for home and small business owners. The products that comprise a kit are all relatively small, inexpensive and simple to install such as LED light bulbs, faucet/showerhead aerators, electricity monitors, and water tank insulation blankets.

The Market

Residential Energy Spend

United States consumers spend $241 billion per year on energy for home use. Energy efficiency improvements could cut this number by well over half.

Source: Lawrence Berkeley National Laboratory Home Energy Saver database http://hes.lbl.gov/consumer/learn

The typical family in the United States spends over $2,000 a year on home utility bills, and a large portion of that energy is wasted. By contrast, an energy efficient household spends about $850 on home utility bills.Eco-Planet offers the typical household a means to capture that delta, and reduce their energy bill expenditure by $1,150 per year.

Eco-Planet products address energy consumption across all categories of consumers’ energy spend.

Residential Energy Efficiency Market

Despite overall reduced consumer spending during the recession, the residential energy efficiency market is experiencing strong growth. Pike Research forecasts growth in annual expenditures for home improvements through 2014. Such expenditures include those for electrical systems ($2.6 billion in 2014), the replacement of appliances ($4.3 billion).

The opportunities for energy efficient products and services increase as homes age. Typically homes that are 20 to 25 years old need remodeling work or systems replacement. An older home also uses up to 30% more energy than a newer home. The median age of a home in the United States is 36 years old, and 42% of the United States housing stock is 30 to 60 years old. There is therefore great opportunity to deliver energy efficient products to the United States market.

In addition, as appliance companies and utilities are investing in “smart grid” technologies, consumers will increasingly be able to monitor their electricity usage. The installed base of smart meters in the United States is expected to reach 82 million by 2015. Once consumers gain transparency into how much certain devices or areas of their house are costing them with regard to energy expense, there will be increased motivation to seek ways to reduce those expenses.

According to the American Council for an Energy-Efficient Economy (ACEEE) total energy efficiency related investments made in the US were estimated at $300 billion in 2004. ACEEE research indicates that investments in the U.S. energy-efficient technology infrastructure were on the order of $300 billion in 2004. Despite the growing momentum in efficiency investments, we are only beginning to appreciate the vast range of untapped investment opportunities as organizations and consumers seek to mitigate the effects of escalating energy prices and become attuned to environmental considerations. ACEEE research indicates that efficiency investments could increase by as much as $400 billion per year by 2030, resulting in total annual investments in excess of $700 billion.

Our initial focus is on marketing energy-efficient products for the residential segment, which has made an estimated $140 billion investment towards energy efficient products (ACEEE). At a household level, 94 million homeowners nationally are aware of the United States Department of Energy’s Energy Star label and understand its purpose. All of these households are potential target customers for Eco-Planet products.

The total green building market is a $71 billion market today split evenly between the commercial and residential segments. It is projected to more than double by 2015, reaching $135 billion, with the residential segment representing a slightly larger proportion of the market than the commercial segment. The Green Retrofit and Renovation market is also forecast to experience exponential growth. At $2-4 billion today, it is expected to reach $10-15 billion by 2014, which will represent 20-30% of the total Retrofit and Renovation market (up from 5-9% today).1

While the green market is experiencing tremendous growth, the timing is also right given the huge trend towards social networking. There has been exponential growth in the number of Facebook users, especially in our target demographic, primarily high-earning females over the age of 35. Indeed, the 35+ age segment is the fastest growing Facebook demographic, experiencing over 400% growth in 2010 and now representing 41% of all Facebook users.

For all of these reasons, market forces present tremendous opportunity if we make it easy for buyers to locate and purchase eco-friendly, self-installable products for their home. We are offering substantial utility bill savings and ‘green’ boasting rights on Facebook. The key is to put together the right pieces to create stickiness and become a destination site. Interaction with friends and links to personal image are compelling as we expect peer pressure and trust to motivate the adoption of green technologies moving forward.

Business Model

Eco-Planet addresses the need to inform consumers about ‘green’ technology choices, and the importance of friend referrals, by leveraging the power of social networking. The website will offer a convenient one-stop shop for homeowners who are seeking to reduce their energy consumption through the use of energy-efficient products priced at, or below, major retailers’ prices.

According to our belief, greening information currently available to consumers is confusing and cluttered. Our website will aggregate and simplify this information, enabling consumers to save money and live more sustainably. GreenKit’s unique Savings Estimator will provide customized recommendations of eco-friendly products along with information on annual savings, payback periods and anticipated CO2 abatement. The Calculator will also draw on the Database of State Incentives for Renewables and Efficiency (DSIRE) to incorporate information on state-specific rebates and incentives that are currently available to customers.

‘Stickiness’ will be built into our website in multiple ways. Purchases made on our website will be added to the Green Savings Estimator and if the user chooses, their purchases will be communicated to friends via a Facebook News Feed. This gives the user boasting rights and enables them to spread the word to friends by doing frugally savvy and ethically admired actions themselves. Additionally, we will send updates to the user on new relevant solutions and new rebate programs. . We will build an active community of users by providing updated information on greening via a retailer blog and forums for product peer reviews.

We hope to sign an agreement with residential distributors of energy efficiency-related products in the United States, to supply introductory products all of which reduce energy consumption in the home. In addition we intend tonegotiate terms with appliance distributors to have energy efficient large appliances drop-shipped to consumers’ homes.

1McGraw-Hill Construction's “Green Outlook 2011: Green Trends Driving Growth”.

We envision the process working as follows:

an order is placed on our site, the customer receives an automatically generated receipt via email. Since orders are processed via our third party shopping cart software, we do not collect or hold any personal customer credit card information in our database, to avoid incurring any liability. As soon as the order is placed, a fulfillment email will be automatically generated and sent to the relevant supplier/s with a packing slip attached as a pdf file. The supplier will then package the item and ship it to the customer, and will send our customer support representative an email with shipping information and package tracking numbers.

Our supplier partnerships will allow our business to operate with minimal fixed assets and an extremely low cost structure. All inventory will be held by our suppliers until the point of sale. Fulfillment issues, including drop shipment and returns, are processed by their customer support teams. Any Eco-Planet customer support inquiries will be handled by Eco-Planet outsourced customer support representatives based in India.

We do not intend to incur inventory costs

No physical infrastructure for logistics and delivery.

We intend to earn the bulk of our revenues through commissions on all sales (roughly 20% of the top line with potentialsuppliers). We expect that as our business grows, we will expand our network of suppliers to broaden the range of products offered. In addition to our website, we will engage in direct marketing of our products to particular commercial segments, in particular multi-unit apartment building managers and independent hotel chain managers.

6. Marketing Strategy

Our research has highlighted the importance of word-of-mouth channels in influencing homeowners’ green purchasing decisions and our marketing plan has been designed with a strong viral focus leveraging social networking platforms.

We integrate with Facebook, so that buyers can compare their own ‘green savings’ to those of their friends. Friends share information about vetted green solutions. At checkout, a consumer can elect to publish details about their online purchase on their Facebook Wall, describing their savings and the products purchased. Not only does this expand our market but it also enables consumers to leverage their friends’ experience of suitable solutions. We will offer weekly green quizzes, and prizes in the form of large product discounts. Quiz winners will be invited to post their award/badge on their Facebook Wall.

We will simultaneously build broad brand recognition through conventional media channels. We will negotiate reciprocal links with a number of partner sites, and are in discussions with other high profile corporate partners like Zillos, OPower and ZipCar to explore opportunities for partnership/cross-promotion. We plan to seek publicity through other green lifestyle/building sites (e.g. free article submissions on TreeHugger.com and TheGreenGuide.com), mass-media sites (Huffington Post, Planet Green, Green TV), and the local press in geographies that we are targeting. Smaller industry-specific site postings and local press postings will be obtained for free by contacting the editors of the relevant online publications and sending press kits with suggested articles and graphics. Obtaining article postings on the mass-media sites and popular blogs will require some PR spend, we estimate in the order of $2,000 per month, for the creation of electronic press kits and for approaching editors of the relevant high-traffic sites/media channels

In addition, we will contract with an established Search Engine Optimization (SEO) firm that can also provide website development support. SEO spend is crucial to increase site traffic and constantly iterate to improve our conversion rate. Key activities will include on-page and off-page optimization, link building activities, SEO article creation and postings, and Wordpress blog development and maintenance. We expect initial SEO setup costs to be about $2000, followed by a monthly retainer. The retainer will vary depending on the amount of development work required. In addition, we expect our paid advertising spend on Adwords and Facebook advertisements to range from $1000-$2000 per month.

As our site gains popularity, we expect the cost of customer acquisition to decrease. Meanwhile, customers will become increasingly valuable as they begin contributing to the social network while also moving up the expenditure pyramid with us. Equally important, we expect and hope that customers will also encourage their friends to go green. Our site integrates a host of resources not related to commerce, such as challenges based on energy efficient behavioral change and weekly green tips. Our goal is to foster an online community where people teach, encourage, and challenge their peers.

Competition

We will compete with companies that provide both mainstream and specialty niche oriented content and media sites focused within the alternative energy and clean technology sectors, as well as referral and affiliate programs and advertising services that are similar to our services. Many current and potential competitors have and can devote substantially greater resources to promotion, website and systems development than we can. In addition, as the use of the Internet and other online services increases, larger, well-established and well-financed entities may continue to acquire, invest in or form joint ventures with providers of energy saving solution providers.

In addition, we cannot provide any assurance that another search service will not successfully offer a competitive service. We believe it is likely that there will be additional entrants to the energy saving market. These competitors will compete against us for potential clients and third party subcontractors. This competition could cause us to enter into subcontractor agreements with less favorable terms or lose potential subcontractors.

We will compete using our ability to develop opportunities that we will be able to take advantage of quickly. However, we cannot predict the likelihood or timing for our success. No assurances can be given that our competitive strategy will have any success.

Intellectual Property

We have no patents or trademarks but we intend to register trademarks for our business when we will have financial resources to do so.

Government Regulation and Industry Standards

There are an increasing number of laws and regulations in the United States and abroad pertaining to communications and commerce on the Internet. In addition, a number of legislative and regulatory proposals are under consideration by federal, state, local and foreign governments. Laws or regulations may be adopted with respect to the Internet relating to liability for information retrieved from or transmitted over the Internet, user privacy, taxation and the quality of products and services. Moreover, the application to the Internet of existing laws governing issues such as intellectual property ownership and infringement, pornography, obscenity, libel, gaming, employment and personal privacy is uncertain and developing. Any such legislation or regulation, or the application or interpretation of existing laws, may decrease the growth in the use of the Internet in general, prevent us from delivering our content in different parts of the world and increase our costs of selling products or otherwise operating our business.

Furthermore, legislation regulating online content could limit the growth in use of the Internet generally and decrease the acceptance of the Internet as an advertising and e-commerce medium.

Websites typically place identifying data, or cookies, on a user's hard drive without the user's knowledge or consent. We and many other Internet companies will use cookies for a variety of different reasons, including the collection of data derived from the user's Internet activity. Any reduction or limitation in the use of cookies could limit the effectiveness of our sales and marketing efforts. Most currently available Web browsers allow users to remove cookies at any time or to prevent cookies from being stored on their hard drive.

Some privacy advocates and governmental bodies have suggested limiting or eliminating the use of cookies. In addition, the European Union and many countries within the EU have adopted privacy directives or laws that strictly regulate the collection and use of information regarding Internet users that is identifiable to particular individuals. Privacy legislation has been proposed in the U.S. as well, and the U.S. Federal Trade Commission has taken action against website operators that do not comply with state privacy policies. These and other governmental efforts may limit our ability to target advertising or collect and use information regarding the use of our websites. Fears relating to a lack of privacy could also result in a reduction in the number of our users and subscribers which could harm our business and financial results.

Employees

As of January 23, 2012, we had no employees. During the remainder of 2012, each of our officers will devote at least five hours a week to us and may increase the number of hours as necessary. There is no written independent contractor agreement with our President or our Secretary. We will also use independent contractors and consultants to assist in many aspects of our business on an as-needed basis pending financial resources that become available to us.

Property

Our office and mailing address is 93 S Jackson St, #34786, Seattle, WA 98104-2818, USA This space is provided to us free of charge. There is no written lease agreement.

Litigation

To our knowledge, we are not a party to any current, pending, or threatened litigation of any type.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our management consists of:

Name	Age	Title
ElkaYaron	64	President, CEO, CFO, Treasurer, Chairman, and principal accounting officer
Aharon Shnitzer	[—]	Secretary and Director

Ms. Elka Yaron has been a sole practioner in a a home based beauty salon since 2002-present. During this time she has been a supporter of the Israel Union for Environmental Defense, an environment NGO. In addition, she has been active in SPNI – Society for the Protection of Nature in Israel.

Mr. Aaron Shnitzer

Since 1993 to present he runs own and manages and organic and environmentally friendly farm, Arale’s Farm in Moshav Chemed in Israel. The farm sells commercial quantities of organic goat cheeses as well as a selection of organic spices. It is a visited farm for its ecological undertakings and many students and children visit and receive lectures on the benefits of organic and enviromentall living. Mr. Shnitzer is responsible for all aspects of management, including financial and sales.

Possible Potential Conflicts

The OTCBB on which we plan to have our shares of common stock quoted does not currently have any director independence requirements.

We are not requiring any member of management to work on a full-time basis. Accordingly, certain conflicts of interest may arise between us and our officer(s) and director(s) in that they may have other business interests in the future to which they devote their attention, and they may be expected to continue to do so although management time must also be devoted to our business. As a result, conflicts of interest may arise that can be resolved only through their exercise of such judgment as is consistent with each officer's understanding of his/her fiduciary duties to us.

Currently we have only two officers, and will seek to add additional officer(s) and/or director(s) as and when the proper personnel are located and terms of employment are mutually negotiated and agreed, and we have sufficient capital resources and cash flow to make such offers.

In addition, we cannot provide assurances that our efforts to eliminate the potential impact of conflicts of interest will be effective.

Board of Directors

All directors hold office until the completion of their term of office, which is not longer than one year, or until their successors have been elected. Our directors’ terms of office expire on December 31, 2012. All officers are appointed annually by the board of directors and, subject to existing employment agreements (of which there are currently none), and serve at the discretion of the board. Currently, directors receive no compensation for their role as directors but may receive compensation for their role as officers.

Involvement in Certain Legal Proceedings

Except as described below, during the past five years, no present director, executive officer or person nominated to become a director or an executive officer of ECO:

had a petition under the federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

was convicted in a criminal proceeding or subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

was subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any of the following activities:

i. acting as a futures commission merchant, introducing broker, commodity trading advisor commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

ii. engaging in any type of business practice; or

iii.engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws; or

was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of an federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3) (i), above, or to be associated with persons engaged in any such activity; or

was found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and for which the judgment has not been reversed, suspended or vacated.

Committees of the Board of Directors

Concurrent with having sufficient members and resources, our Board of Directors will establish an audit committee and a compensation committee. We believe that we will need a minimum of five directors to have effective committee systems. We do not anticipate having a five member board at least until after we have raised the funds contemplated by this offering. The audit committee will review the results and scope of the audit and other services provided by the independent auditors and review and evaluate the system of internal controls. The compensation committee will manage any stock option plan we may establish and review and recommend compensation arrangements for the officers. No final determination has yet been made as to the memberships of these committees or when we will have sufficient members to establish committees. See “Executive Compensation”.

All directors will be reimbursed by us for any expenses incurred in attending directors' meetings provided that we have the resources to pay these fees. We will consider applying for officers’ and directors’ liability insurance at such time when we have the resources to do so.

Summary Executive Compensation Table

The following table shows, for the period from September 14, 2011 (inception) to December 31, 2011, compensation awarded to or paid to, or earned by, our Chief Executive Officer (the “Named Executive Officer”).

SUMMARY COMPENSATION TABLE
Name and principal position (a)	Year (b)	Salary ($) (c)		Bonus ($) (d)		Stock Awards ($) (e)		Option Awards ($) (f)		Non-Equity Incentive Plan Compensation ($) (g)		Nonqualified Deferred Compensation Earnings ($) (h)		All Other Compensation ($) (i)		Total ($) (j)
Elka Yaron CEO, CFO and Director	2011

Aharon Shnitzur	2011		-		-		-		-		-		-		-		-

There is no formal employment arrangement with our officers and no compensation has been fixed or based on any percentage calculations. The officers will make all decisions determining the amount and timing of their compensation and, for the immediate future, will receive the level of compensation each month that permits us to meet our obligations.

Grants of Plan-Based Awards Table

Our Named Executive Officers did not receive any grants of stock, option awards or other plan-based awards during the period ended December 31, 2011. The Company has no activity with respect to these awards.

Options Exercised and Stock Vested Table

Our Named Executive Officers did not exercise any stock options, and no restricted stock units held by our Named Executive Officer vested during the period ended December 31, 2011. The Company has no activity with respect to these awards.

Outstanding Equity Awards at Fiscal Year-End Table

Our Named Executive Officers did not have any outstanding stock or option awards as of December 31, 2011 that would be compensatory to the officer. We have not issued any awards to our Named Executive Officer. We may grant awards as we see fit to our employees, as well as to key consultants.

PRINCIPAL SHAREHOLDERS

As of January 23, 2012, we had 1,700,000 shares of common stock outstanding which are held by two shareholders. The chart below sets forth the ownership, or claimed ownership, of certain individuals and entities. This chart discloses those persons known by the board of directors to have, or claim to have, beneficial ownership of more than 5% of the outstanding shares of our common stock as of January 23, 2011; of all directors and executive officers of ECO; and of our directors and officers as a group.

		Amount of		Percent of Class
Title Of Class	Name, Title and Address of Beneficial Owner of Shares(a)	Beneficial Ownership(b)		Before Offering			After Offering(d)
Common	ElkaYaron		1,200,000		70.59	%		48	%
Common	Aharon Shnitzer		500,000		29.41	%		20	%

	All Directors and Officers as a group (2 persons)		1,700,000		100	%			%

(a) The address for purposes of this table is the Company’s address which is 93 S Jackson St, #34786, Seattle, WA 98104-2818, USA

(b) Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of the common stock beneficially owned by them. A person is deemed to be the beneficial owner of securities which may be acquired by such person within 60 days from the date indicated above upon the exercise of options, warrants or convertible securities. Each beneficial owner’s percentage ownership is determined by assuming that options, warrants or convertible securities that are held by such person (but not those held by any other person) and which are exercisable within 60 days of the date indicated above, have been exercised. No options, warrants or convertible securities have been issued or are presently outstanding.

(c) Assumes the sale of the maximum amount of this Offering (800,000 shares of common stock). The aggregate amount of shares to be issued and outstanding after the Offering would be 2,500,000 based upon such assumption.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The sole promoter of ECO is Mrs. ElkaYaron, our chief executive officer, president and chief financial officer.

We issued 1,200,000 shares of our common stock to its President and Chief Executive Officer in consideration for $14,400. Payment was received on December 21, 2011.

We issued 500,000 shares of our common stock to its Secretary and Director in consideration for $6,000. Payment was received on December 21, 2011.

DESCRIPTION OF CAPITAL STOCK

Introduction

We were incorporated under the laws of the State of Delaware on September 14, 2011. ECO is authorized to issue 150,000,000 shares of common stock.

Common Stock

Our certificate of incorporation authorizes the issuance of 150,000,000 shares of common stock. There are 1,700,000 shares of our common stock issued and outstanding as of January 23, 2012 that are held by two shareholders.

The holders of our common stock:

· have equal ratable rights to dividends from funds legally available for payment of dividends when, as and if declared by the board of directors;

· are entitled to share ratably in all of the assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;

· do not have preemptive, subscription or conversion rights, or redemption or access to any sinking fund; and

· are entitled to one non-cumulative vote per share on all matters submitted to stockholders for a vote at any meeting of stockholders

See also Plan of Distribution regarding the negative implications of being classified as a “Penny Stock.”

Authorized but Un-issued Capital Stock

Delaware law does not require stockholder approval for any issuance of authorized shares. These additional shares may be used for a variety of corporate purposes, including future public offerings to raise additional capital or to facilitate corporate acquisitions.

One of the effects of the existence of un-issued and unreserved common stock may be to enable our board of directors to issue shares to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of our board by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly deprive the stockholders of opportunities to sell their shares of our common stock at prices higher than prevailing market prices.

Shareholder Matters

As an issuer of "penny stock", the protection provided by the federal securities laws relating to forward looking statements does not apply to us because our shares are considered to be penny stocks for the foreseeable future. Although the federal securities law provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, we will not have the benefit of this safe harbor protection in the event of any claim that the material provided by us, including this prospectus, contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading.

Transfer Agent

We have not yet appointed a transfer agent.

PLAN OF DISTRIBUTION

There is no public market for our common stock. Our common stock is currently held by two shareholders. Therefore, the current and potential market for our common stock is limited and the liquidity of our shares may be severely limited. We will approach a market maker to file an application with FINRA so as to be able to quote the shares of our common stock on the OTCBB maintained by FINRA following the effectiveness of our registration statement of which this prospectus is a part and the subsequent closing of this Offering. There can be no assurance as to whether such market maker’s application will be accepted by FINRA nor can we estimate the time period that will be required for the application process. In the absence of quotation or listing, no market is available for investors in our common stock to sell their shares. We cannot provide any assurance that a meaningful trading market will ever develop or that our common stock will ever be quoted or listed for trading.

If the shares of our common stock ever become tradable, the trading price of our common stock could be subject to wide fluctuations in response to various events or factors, many of which are beyond our control. As a result, investors may be unable to sell their shares at or greater than the price at which they are being offered.

This Offering will be conducted on a best-efforts basis utilizing the efforts of Mrs. Yaron, president of the Company. Potential investors include, but are not limited to, family, friends and acquaintances of Mrs. Yaron and the other Director. The intended methods of communication include, without limitation, telephone calls and e-mails to personal contacts. In her endeavors to sell this Offering, Mrs. Yaron will not engage in general solicitation or use any mass advertising methods over the Internet or through the print media.

Funds received by the sales agent in connection with sales of our securities will be transmitted immediately into an escrow account. There can be no assurance that all, or any, of the shares will be sold.

Mrs. Yaron will not receive commissions for any sales originated on our behalf. We believe that Mrs. Yaron is exempt from registration as a broker under the provisions of Rule 3a4-1 promulgated under the Exchange Act. In particular, Mrs. Yaron:

1 Is not subject to a statutory disqualification, as that term is defined in Section 3(a)39 of the Act, at the time of his participation;

Is not to be compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities;

Is not an associated person of a broker or dealer; and

Meets the conditions of the following:

i. Primarily performs, or is intended primarily to perform at the end of the Offering, substantial duties for or on behalf of the issuer otherwise than in connection with transactions in securities;

ii. Was not a broker or dealer, or associated persons of a broker or dealer, within the preceding 12 months; and

iii. Did not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on paragraphs within this section, except that for securities issued pursuant to rule 415 under the Securities Act of 1933, the 12 months shall begin with the last sale of any security included within a rule 415 registration

No officers or directors of the Company may purchase any securities in this Offering.

There can be no assurance that all, or any, of the shares will be sold. As of this date, we have not entered into any agreements or arrangements for the sale of the shares with any broker/dealer or sales agent. However, if we were to enter into such arrangements, we will file a post-effective amendment to disclose those arrangements because any broker-dealer participating in this Offering would be acting as an underwriter and would have to be so named herein. In order to comply with the applicable securities laws of certain states, the securities may not be offered or sold unless they have been registered or qualified for sale in such states or an exemption from such registration or qualification requirement is available and with which we have complied. The purchasers in this Offering and in any subsequent trading market must be residents of such states where the shares have been registered or qualified for sale or an exemption from such registration or qualification requirement is available. As of this date, we have not identified the specific states where the Offering will be sold.

The proceeds from the sale of the shares in this Offering will be payable to Jonathan D. Strum – Attorney-Client Escrow Account, and will be deposited in a noninterest-bearing bank account until this Offering is completed. No interest will be paid to any shareholder or the Company. All subscription funds will be held in the Escrow Account pending closing, and no funds shall be released to ECO until this Offering is completed. Thereafter, the escrow agreement shall terminate.

Investors can purchase common stock in this Offering by completing a Subscription Agreement, a copy of which is filed as Exhibit 99.1 to the registration statement of which this prospectus is a part, and sending it together with payment in full. All payments must be made in United States currency either by personal check, bank draft, or cashier check. There is no minimum subscription requirement. All subscription agreements and checks are irrevocable. The Company expressly reserves the right to either accept or reject any subscription. Any subscription rejected will be returned to the subscriber within five business days of the rejection date. Furthermore, once a subscription agreement is accepted, it will be executed without reconfirmation to or from the subscriber. Once we accept a subscription, the subscriber cannot withdraw it.

We will pay all expenses incident to the registration, Offering and sale of the shares other than commissions or discounts of underwriters, broker-dealers or agents.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Any purchaser of our securities should be aware that any market that develops in our stock will be subject to the penny stock restrictions.

The trading of our securities, if any, will be in the over-the-counter markets which are commonly referred to as the OTCBB as maintained by FINRA (once and if and when quoting thereon has occurred). As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations as to the price of, our securities.

OTCBB Considerations

OTCBB securities are not listed and traded on the floor of an organized national or regional stock exchange. Instead, OTCBB securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTCBB stocks are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

To be quoted on the OTCBB, a market maker must file an application on our behalf in order to make a market for our common stock. We are not permitted to file such application on our own behalf. We intend to engage a market maker that will agree to file an application with FINRA on our behalf so as to be able to quote the shares of our common stock on the OTCBB maintained by FINRA. There can be no assurance that the market maker’s application will be accepted by FINRA, nor can we estimate as to the time period that the application will require.

The OTCBB is separate and distinct from the NASDAQ stock market. NASDAQ has no business relationship with issuers of securities quoted on the OTCBB. The SEC’s order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the OTCBB.

Although the NASDAQ stock market has rigorous listing standards to ensure the high quality of its issuers, and can delist issuers for not meeting those standards, the OTCBB has no listing standards. Rather, it is the market maker who chooses to quote a security on the system, files the application, and is obligated to comply with keeping information about the issuer in its files. FINRA cannot deny an application by a market maker to quote the stock of a company assuming all FINRA questions relating to its Rule 211 process are answered accurately and satisfactorily. The only requirement for ongoing inclusion in the OTCBB is that the issuer be current in its reporting requirements with the SEC.

Although we anticipate that quotation on the OTCBB will increase liquidity for our stock, investors may have difficulty in getting orders filled because trading activity on the OTCBB in general is not conducted as efficiently and effectively as with NASDAQ-listed securities. As a result, investors’ orders may be filled at a price much different than expected when an order is placed.

Investors must contact a broker-dealer to trade OTCBB securities. Investors do not have direct access to the bulletin board service. For bulletin board securities, there only has to be one market maker.

OTCBB transactions are conducted almost entirely manually. Because there are no automated systems for negotiating trades on the OTCBB, they are conducted via telephone. In times of heavy market volume, the limitations of this process may result in a significant increase in the time it takes to execute investor orders. Therefore, when investors place market orders - an order to buy or sell a specific number of shares at the current market price - it is possible for the price of a stock to go up or down significantly during the lapse of time between placing a market order and getting execution.

Because OTCBB stocks are usually not followed by analysts, there may be lower trading volume than for NASDAQ-listed securities.

Section 15(g) of the Exchange Act

Our shares will be covered by Section 15(g) of the Exchange Act, and Rules 15g-1 through 15g-6 promulgated thereunder. They impose additional sales practice requirements on broker-dealers who sell our securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses).

Securities and Exchange Commission registration fee	$	23.22
Legal fees and miscellaneous expenses (1)	$	12,000
Accounting fees and expenses (1)	$	8,000
Total (1)	$	20,023.22

Exhibit	Description
3.1	Certificate of Incorporation of Registrant
3.2	By-Laws of Registrant
5.1	Opinion of Jonathan D. Strum regarding the legality of the securities being registered
23.1	Consent of Weinberg and Baer, LLC.
23.2	Consent of Jonathan D. Strum (included in Exhibit 5.1)
99.1	Subscription Agreement
99.2	Escrow Agreement

	By: /s/ ElkaYaron
	Name: ElkaYaron
	Title: President, Chief Executive Officer,
	Treasurer and Director

	By: /s/ AharonShnitzer
	Name: AharonShnitzer
	Title: Secretary and Director

Report of Registered Independent Auditors		F-2

Financial Statements-

Balance Sheet as of December 31, 2011		F-3

Statements of Operations Cumulative from Inception through December 31, 2011		F-4

Statement of Stockholders’ Equity for the Period from Inception through December 31, 2011		F-5

Statements of Cash Flows Cumulative from Inception through December 31, 2011		F-6

Notes to Financial Statements		F-7

	As of
	December 31,
	2011

ASSETS

Current Assets:
Cash or cash equivalents	$	19,980
Deferred offering costs		4,500
Total current assets		24,480

Total Assets	$	24,480

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts payable and accrued expenses	$	4,797
Total Current Liabilities		4,797

Commitments and Contingencies		-

Stockholders' Equity:
Common stock, par value $0.0001 per share, 150,000,000 shares authorized; 1,700,000 shares issued and outstanding		170
Additional paid-in capital		20,230
Earnings (Deficit) accumulated during development stage		(717	)

Total stockholders' equity		19,683

Total Liabilities and Stockholders' Equity	$	24,480

	September 14, 2011			Cumulative
	Through			From
	December 31, 2011			Inception

Revenues	$	-		$	-

Expenses:
General and administrative -
Filing fees		297			297
Other		420			420

Total general and administrative expenses		717			717

(Loss) from Operations		(717	)		(717	)

Provision for income taxes		-			-

Net (Loss)	$	(717	)	$	(717	)

(Loss) Per Common Share:
(Loss) per common share - Basic and Diluted	$	(0.00	)

Weighted Average Number of Common Shares Outstanding - Basic and Diluted		1,590,826

							(Deficit)
							Accumulated
					Additional		During the
	Common stock				Paid-in		Development
Description	Shares		Amount		Capital		Stage			Totals

Balance - at inception		-	$	-	$	-	$	-		$	-

Common stock issued for cash ($0.012/share)		1,700,000		170		20,230		-			20,400

Net (loss) for the period		-		-		-		(717	)		(717	)

Balance -December 31, 2011		1,700,000		170		20,230		(717	)		19,683

	2011

Current Tax Provision:
Federal-
Taxable income	$	-

Total current tax provision	$	-

Deferred Tax Provision:
Federal-
Loss carryforwards	$	108
Change in valuation allowance		(108	)

Total deferred tax provision	$	-

	2011

Loss carryforwards	$	108
Less - Valuation allowance		(108	)

Total net deferred tax assets	$	-

	State of Delaware
	Secretary of State
	Division of Corporations
	Delivered 04:48 PM 09/14/2011
	FILED 01:42 PM 09/14/2011
	SRV 111005177 - 5037780 FILE

FIRST:	The name of this Corporation: Eco Planet Corp.

SECOND:	The address of its registered office in the State of Delaware is 1811 Silverside Road, Wilmington, DE 19810 in the County of New Castle. The name of its registered agent at such address is Vcorp Services, LLC

THIRD:	The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH:	The total number of shares of capital stock which the Corporation shall have authority to issue is: 150,000,000 shares with a par value of $0.0001.

FIFTH:	The name and mailing address of the incorporator is Mimi Sanik 25 Robert Pitt Drive, Suite 204, Monsey, New York 10952.


¨	Individual	¨	Custodian for
¨	Tenants in Common	¨	Uniform Gifts to Minors Act of the State of: __________
¨	Joint Tenants with rights of Survivorship	¨	Corporation (Inc., LLC, LP) – Please List all officers, directors, partners, managers, etc.:
¨	Trust
¨	Community Property	¨	Other (please explain)


	INVESTOR SUBSCRIPTION ACCEPTED AS OF
		day of	,
Signature of Buyer
	ECO PLANET CORP.
Printed Name

Date	By:
	President

ECO PLANET CORP.		JONATHAN D. STRUM.

By:	/s/ Elka Yaron	By:	/s/ Jonathan D. Strum
Elka Yaron, President		Jonathan D. Strum