ECO2 INC
NT 10-Q, 1996-05-15
SANITARY SERVICES
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

Form 10-K    Form 20-F     Form 11-K    X Form 10-Q    Form N-SAR

For Period Ended:  3-31-96                           SEC File Number
                                                      0-20806
Transition Report on Form 10-K                       CUSIP Number
Transition Report on Form 20-F                        278859 10 3
Transition Report on Form 11-K
Transition Report on Form 10-Q
Transition Report on Form N-SAR
For the Transition Period Ended:

Nothing in this form shall be construed to imply that the Commission has 
verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify 
the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

Full Name of Registrant:

              ECO2, INC.

Former Name if Applicable:

              N/A

Address of Principal Executive Office (Street and Number)

             20005 S.E. Hawthorne Road

City State and Zip Code

             Hawthorne, FL 32640

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or 
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the 
following should be completed. (Check box if appropriate)

         (a)  The reasons described in reasonable detail in Part III of 
              this form could not be eliminated without unreasonable effort
              or expense;

         (b)  The subject annual report, semi-annual report, transition report
             on Form 10-K, Form 20-F, 11-K or Form N-SAR or portion thereof,
             will be filed on or before the fifteenth calendar day following
             the prescribed due date; or the subject quarterly report of
X            transition report on Form 10-Q, or portion thereof will be
             filed on or before the fifth calendar day following the
             prescribed due date; and

         (c)  The accountant's statement or other exhibit required by Rule
              12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 
N-SAR, or the transition report or portion thereof, could not be filed within 
the prescribed period of time.

Registrant's investment activities during the quarter required additional time 
to prepare financial information.

PART IV - OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this 
notification:

                Bruce Brashear               352-336-0800

(2)  Have all other periodic reports required under Section 13 of 15(d) of the 
Securities and Exchange Act of 1934 or Section 30 of the Investment Company 
Act of 1940 during the preceding 12 months or for such shorter period that the 
registrant was required to file such report(s) been filed?  If answer is no, 
identify report(s).  Yes

(3)  Is it anticipated that any significant change in results of operations 
from the corresponding period for the last fiscal year will be reflected by 
the earnings statements to be included in the subject report or portion 
thereof?  No

If so, attach an explanation of the anticipated change, both narratively and 
quantitatively, and, if appropriate, state the reasons why a reasonable 
estimate of the results cannot be made.


Name of Registrant as Specified in Charter:   ECO2, INC.

has caused this notification to be signed on its behalf by the undersigned 
hereunto duly authorized.
                                            Charles Ledford
Date:  May 13, 1996                    By:  Charles Ledford
                                            President

INSTRUCTION:  The form may be signed by an executive officer of the registrant 
or by any other duly authorized representative.  The name and title of the 
person signing the form shall be typed or printed beneath the signature.  If 
the state is signed on behalf of the registrant by an authorized 
representative (other than an executive officer), evidence of the 
representative's authority to sign on behalf of the registrant shall be filed 
with the form.



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