8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported) December 1, 2008

Waste Services, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-25955	01-0780204
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation)	File Number)	Identification No.)

1122 International Blvd., Suite 601, Burlington, Ontario, Canada L7L 6Z8
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (905) 319-1237

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Ex-23.1 Consent of Crowe Horwath LLP

Ex-23.2 Consent of Blackman Kallick, LLP

Ex-99.1 Combined Financial Statements of Commercial Clean-up Enterprises, Inc. and We Haul of South Florida, Inc. as of and for the nine months ended September 30, 2008

Ex-99.2 Combined Financial Statements of Commercial Clean-up Enterprises, Inc. and We Haul of South Florida, Inc. as of and for the year ended December 31, 2007

Ex-99.3 Financial Statements of RIP, Inc. as of and for the nine months ended September 30, 2008

Ex-99.4 Financial Statements of RIP, Inc. as of and for the year ended December 31, 2007

Ex-99.5 Unaudited Pro Forma Condensed Consolidated Financial Information

 EX-23.1

 EX-23.2

 EX-99.1

 EX-99.2

 EX-99.3

 EX-99.4

 EX-99.5

Explanatory Note

     This Form 8-K is being filed to provide the required historic audited financial information for Commercial Clean-up Enterprises, Inc. and We Haul of South Florida, Inc. (collectively, “Commercial Clean-up Enterprises”) and RIP, Inc. as well as unaudited pro forma financial information reflecting these acquisitions. This filing does not reflect events occurring after the acquisitions of these entities and does not modify or update any previously made disclosures other than as required to reflect the historic audited financial statements.

Section 2 — Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets.

     In December 2008, we acquired certain assets of Commercial Clean-up Enterprises, Inc. and We Haul of South Florida, Inc. (collectively, “Commercial Clean-up”), a construction and demolition hauling operation in Fort Myers and Naples, Florida, for a total purchase price of $6.1 million, of which $1.6 million is deferred and payable as we collect waste volumes from within the counties of Charlotte, Lee and Collier, Florida.

     In December 2008, we acquired RIP, Inc., the owner of a construction and demolition waste landfill in Citrus Country, Florida (the “RIP Landfill”), for an aggregate purchase price of $7.7 million. Should the site be permitted as a Class I landfill, Class III landfill, transfer station or a construction and demolition operation, the sellers are entitled to future royalties at varied rates per ton based on the volume and type of waste deposited at the site.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(a)	Financial statements of businesses acquired.
	The Combined Financial Statements of Commercial Clean-up Enterprises, Inc. and We Haul of South Florida, Inc. as of and for the nine months ended September 30, 2008 and as of and for the year ended December 31, 2007 are incorporated herein by reference from Exhibit 99.1 and Exhibit 99.2 to this Current Report.
	The Financial Statements of RIP, Inc. as of and for the nine months ended September 30, 2008 and as of and for the year ended December 31, 2007 are incorporated herein by reference from Exhibit 99.3 and Exhibit 99.4 to this Current Report.
(b)	Pro forma financial information.
	The Unaudited Pro Forma Condensed Consolidated Financial Statements of Waste Services, Inc. for the year ended December 31, 2007 and as of and for the nine months ended September 30, 2008 are incorporated herein by reference from Exhibit 99.5 to this Current Report.
(d)	Exhibits.
23.1	Consent of Crowe Horwath LLP
23.2	Consent of Blackman Kallick, LLP
99.1	Combined Financial Statements of Commercial Clean-up Enterprises, Inc. and We Haul of South Florida, Inc. as of and for the Nine Months Ended September 30, 2008
99.2	Combined Financial Statements of Commercial Clean-up Enterprises, Inc. and We Haul of South Florida, Inc. as of and for the Year Ended December 31, 2007
99.3	Financial Statements of RIP, Inc. as of and for the Nine Months Ended September 30, 2008
99.4	Financial Statements of RIP, Inc. as of and for the Year Ended December 31, 2007
99.5	Unaudited Pro Forma Condensed Consolidated Financial Information

SIGNATURE

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

WASTE SERVICES, INC.
By:	/s/ Ivan R. Cairns
	Ivan R. Cairns
	Executive Vice President and General Counsel Date: July 13, 2009

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

Waste Services, Inc.

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File No. 333-117912) and Form S-3 (File No. 333-139573) of Waste Services, Inc. of our reports dated July 7, 2009 on the combined financial statements of Commercial Clean-up Enterprises, Inc. and We Haul of South Florida, Inc as of and for the nine months ended September 30, 2008 and as of and for the year ended December 31, 2007, which reports are included in this Current Report on Form 8-K of Waste Services, Inc.

/s/ Crowe Horwath LLP

Fort Lauderdale, Florida
July 7, 2009

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

Waste Services, Inc.

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File No. 333-117912) and Form S-3 (File No. 333-139573) of Waste Services, Inc. of our reports dated June 15, 2009 and June 22, 2009 on the Financial Statements of RIP, Inc. as of and for the nine months ended September 30, 2008 and as of and for the year ended December 31, 2007, respectively, which reports are included in this Current Report on Form 8-K of Waste Services, Inc.

/s/ Blackman Kallick, LLP

Chicago, Illinois
July 2, 2009

EX-99.1

Exhibit 99.1

Commercial Clean-up Enterprises, Inc.
and We Haul of South Florida, Inc.

Combined Financial Statements

For the Nine Months Ended
September 30, 2008

INDEX TO COMBINED FINANCIAL STATEMENTS

Report of Independent Auditors	F-2
Combined Balance Sheet	F-3
Combined Statement of Operations	F-4
Combined Statement of Shareholders’ Equity	F-5
Combined Statement of Cash Flows	F-6
Notes to Combined Financial Statements	F-7

F-1

REPORT OF INDEPENDENT AUDITORS

Commercial Clean-up Enterprises, Inc. and We Haul of South Florida, Inc.
Naples, Florida

We have audited the accompanying combined balance sheet of Commercial Clean-Up Enterprises, Inc. and We Haul of South Florida, Inc. as of September 30, 2008, and the related combined statements of operations, shareholders’ equity and cash flows for the nine months then ended. These combined financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these combined financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the combined financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of Commercial Clean-Up Enterprises, Inc. and We Haul of South Florida, Inc. as of September 30, 2008, and the results of their operations and their cash flows for the nine months then ended in conformity with accounting principles generally accepted in the United States of America.

As disclosed in Note 8 of the notes to combined financial statements in December 2008 the operating assets of Commercial Clean-Up Enterprises, Inc. and We Haul of South Florida, Inc. were acquired by Waste Services, Inc.

/s/ Crowe Horwath LLP

Fort Lauderdale, Florida
July 7, 2009

F-2

COMMERCIAL CLEAN-UP ENTERPRISES, INC. AND
WE HAUL OF SOUTH FLORIDA, INC.

COMBINED BALANCE SHEET
As of September 30, 2008

ASSETS
Current assets:
Cash	$	30,561
Accounts receivable, net of allowance of $156,575		405,610
Total current assets		436,171
Property and equipment, net		4,811,051
Other assets		47,720
Total assets	$	5,294,942
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	352,791
Accrued expenses		101,231
Notes payable to shareholders		1,236,267
Short-term financing and current portion of long-term debt		593,238
Total current liabilities		2,283,527
Long-term debt		1,583,579
Total liabilities		3,867,106
Shareholders’ equity:
Common stock		10,100
Additional paid-in capital		495,500
Retained earnings		922,236
Total shareholders’ equity		1,427,836
Total liabilities and shareholders’ equity	$	5,294,942

The accompanying notes are an integral part of these Combined Financial Statements.

F-3

COMMERCIAL CLEAN-UP ENTERPRISES, INC. AND
WE HAUL OF SOUTH FLORIDA, INC.

COMBINED STATEMENT OF OPERATIONS
For the Nine Months Ended September 30, 2008

Revenue	$	4,030,517
Operating and other expenses:
Cost of operations (exclusive of depreciation)		2,743,705
Selling, general and administrative expense (exclusive of depreciation)		1,271,145
Depreciation expense		655,082
Other income		(48,532	)
Loss from operations		(590,883	)
Interest expense		128,645
Net loss	$	(719,528	)

The accompanying notes are an integral part of these Combined Financial Statements.

F-4

COMMERCIAL CLEAN-UP ENTERPRISES, INC. AND
WE HAUL OF SOUTH FLORIDA, INC.

COMBINED STATEMENT OF SHAREHOLDERS’ EQUITY

	Commercial Clean-up				We Haul of South Florida,
	Enterprises, Inc.				Inc.				Additional					Total
	Common Stock				Common Stock				Paid-in		Retained			Shareholders’
	Shares		Amount		Shares		Amount		Capital		Earnings			Equity
Balance, December 31, 2007		10,000	$	10,000		100	$	100	$	311,000	$	1,818,635		$	2,139,735
Distributions to shareholders		—		—		—		—		—		(176,871	)		(176,871	)
Use of real-estate owned by shareholders		—		—		—		—		184,500		—			184,500
Net loss		—		—		—		—		—		(719,528	)		(719,528	)
Balance, September 30, 2008		10,000	$	10,000		100	$	100	$	495,500	$	922,236		$	1,427,836

The accompanying notes are an integral part of these Combined Financial Statements.

F-5

COMMERCIAL CLEAN-UP ENTERPRISES, INC. AND
WE HAUL OF SOUTH FLORIDA, INC.

COMBINED STATEMENT OF CASH FLOWS
For the Nine Months Ended September 30, 2008

Cash flows from operating activities:
Net loss	$	(719,528	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		655,082
Use of real-estate owned by shareholders		184,500
Gain on sale of property and equipment		(55,725	)
Other non-cash items		4,917
Changes in operating assets and liabilities:
Accounts receivable		167,421
Prepaid expenses and other assets		(4,317	)
Accounts payable and other accrued expenses		(447,833	)
Net cash used in operating activities		(215,483	)
Cash flows from investing activities:
Purchase of property and equipment		(2,885	)
Proceeds from the sale of property and equipment		497,175
Net cash provided by investing activities		494,290
Cash flows from financing activities:
Proceeds from notes payable to shareholders		1,073,857
Repayment of notes payable to shareholders		(131,847	)
Repayment of notes payable		(1,048,247	)
Distributions to shareholders		(169,477	)
Net cash used in financing activities		(275,714	)
Increase in cash		3,093
Cash, beginning of period		27,468
Cash, end of period	$	30,561
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest	$	132,345

The accompanying notes are an integral part of these Combined Financial Statements.

F-6

COMMERCIAL CLEAN-UP ENTERPRISES, INC. AND
WE HAUL OF SOUTH FLORIDA, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS

Note 1. Operations and Basis of Presentation

Business Activity

Commercial Clean-Up Enterprises, Inc. (“Commercial Clean-up”) and We Haul of South Florida, Inc. (“We Haul”) (collectively, the “Company”) provides waste collection services for construction sites located in Southwest Florida.

Basis of Presentation and Principles of Combination

The accompanying combined financial statements include the accounts of Commercial Clean-up and We Haul. These entities share common ownership and engage in similar businesses in the same markets. Additionally, substantially all of the assets of both businesses were sold in a single transaction in December 2008 (see Note 8, Subsequent Events). Commercial and We Haul were incorporated in 1982 and 2005, respectively, pursuant to the laws of the State of Florida.

Note 2. Summary of Significant Accounting Policies

Use of Estimates

The Company uses estimates and assumptions in preparing the financial statements in accordance with accounting principles generally accepted in the United States. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. It is reasonably possible that actual results could differ from the estimates that were used and that a change in estimate may occur in the near term. Significant estimates include the Company’s allowance for doubtful accounts, revenue recognition and the carrying values of long-lived assets.

Accounts Receivable

The Company maintains an allowance for doubtful accounts based on the expected collectability of its accounts receivable. The Company performs credit evaluations of significant customers and establish an allowance for doubtful accounts based on the aging of receivables, payment performance factors, historical trends and other information. In general, the Company reserves a portion of those receivables outstanding more than 90 days and 100% of those outstanding more than 120 days. The Company evaluates and revises its reserve on a monthly basis based on a review of specific accounts outstanding and the history of uncollectible accounts. The Company does not charge interest on its outstanding accounts receivable balances.

Concentrations of Credit Risk

Financial instruments that potentially subject us to credit risk consist primarily of cash and trade accounts receivable. The Company maintains cash in bank accounts at high quality financial institutions. These cash balances, at times, may exceed federally insured limits.

The Company’s customers are diversified as to industry concentrations; however, the Company’s operations are concentrated in Southwest Florida, which may be subject to specific economic conditions that vary from those nationally as well as weather related events that may impact the Company’s operations. Additionally, the Company recognized approximately 17% of its revenue for the nine months ended September 30, 2008 from one customer and as of September 30, 2008, another customer represented approximately 13% of the Company’s accounts receivable balance.

F-7

COMMERCIAL CLEAN-UP ENTERPRISES, INC. AND
WE HAUL OF SOUTH FLORIDA, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS – (Continued)

Property and Equipment

Property and equipment are carried at cost. Depreciation of property and equipment is provided using the straight-line method for financial purposes at rates based on the following useful lives:

Containers	5 – 10 years
Vehicles	5 – 10 years
Equipment and furniture	3 – 7 years

Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. Gains and losses on sales of capital assets are charged to operations currently.

Long-Lived Assets

The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful life of property and equipment or whether the remaining balance of property and equipment, or other long-lived assets, should be evaluated for possible impairment. Instances that may lead to an impairment include: (i) a significant decrease in the market price of a long-lived asset group; (ii) a significant adverse change in the extent or manner in which a long-lived asset or asset group is being used or in its physical condition; (iii) a significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset or asset group, including an adverse action or assessment by a regulator; (iv) an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset or asset group; (v) a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group; or (vi) a current expectation that, more likely than not, a long-lived asset or asset group will be sold or otherwise disposed of significantly before the end of its previously estimated useful life.

The Company uses an estimate of the related undiscounted cash flows, excluding interest, over the remaining life of the property and equipment and long-lived assets in assessing their recoverability. The Company measures impairment loss as the amount by which the carrying amount of the asset(s) exceeds the fair value of the asset(s) and primarily employs two methodologies for determining the fair value of a long-lived asset: (i) the amount at which the asset could be bought or sold in a current transaction between willing parties; or (ii) the present value of expected future cash flows grouped at the lowest level for which there are identifiable independent cash flows.

Fair Value of Financial Instruments

The Company’s financial instruments consist primarily of cash, receivables, notes payable, accounts payable and accrued expenses. The carrying amounts of such financial instruments approximate their respective estimated fair values due to the short-term maturities and approximate market interest rates of these instruments. The estimated fair values are not necessarily indicative of the amounts the Company would realize in the current market exchange or from future earnings or cash flows.

Revenue Recognition

The Company recognizes revenue when services, such as providing hauling services, are rendered.

Income Taxes

The Company has elected to be taxed under the provisions of Subchapter S of the Internal Revenue Code. Under those provisions, the Company does not pay federal corporate income taxes on its taxable income. Instead, the stockholders are liable for individual federal income taxes on the Company’s taxable income.

F-8

COMMERCIAL CLEAN-UP ENTERPRISES, INC. AND
WE HAUL OF SOUTH FLORIDA, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS – (Continued)

Advertising

The Company’s policy is to expense advertising costs as the costs are incurred. Advertising expense for the nine months ended September 30, 2008 was $4,689.

Note 3. Property and Equipment

Property and equipment consist of the following as of September 30, 2008:

Containers	$	5,236,474
Vehicles		3,159,116
Equipment and furniture		277,966
		8,673,556
Less: Accumulated depreciation		(3,862,505	)
Property and equipment, net	$	4,811,051

Note 4. Accrued Expenses

Accrued expenses consist of the following as of September 30, 2008:

Property taxes	$	70,304
Payroll and related taxes and benefits		24,665
Other accrued expenses		6,262
Total accrued expenses	$	101,231

F-9

COMMERCIAL CLEAN-UP ENTERPRISES, INC. AND
WE HAUL OF SOUTH FLORIDA, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS – (Continued)

Note 5. Debt

Unrelated party debt consists of the following as of September 30, 2008:

Commercial operating line of credit — Bank of Naples, secured by accounts receivable, property and equipment, interest payable monthly, due 2010, interest based on the prime rate (5.00% at September 30, 2008), availability of up to $500,000	$	229,473
Commercial operating line of credit — Orion Bank, secured by accounts receivable, property and equipment, interest payable monthly, due 2011, interest based on the prime rate (5.00% at September 30, 2008), availability of up to $1,500,000		1,082,024
We Haul operating line of credit — Bank of Naples, secured by accounts receivable, property and equipment, interest payable monthly, due 2010, interest at the prime rate plus 1.0% (6.00% at September 30, 2008), availability of up to $250,000		84,228
Commercial notes payable — Bank of Naples, collateralized by certain vehicles and equipment, payable in monthly installments including interest ranging from 6.00% to 8.75%, due through 2011		476,585
Commercial notes payable — Royal Bank of Canada, collateralized by certain vehicles and equipment, payable in monthly installments including interest ranging from 6.00% - 8.25%, due through 2009		232,790
We Haul notes payable — Bank of Naples, collateralized by certain vehicles and equipment, payable in monthly installments including interest at 7.00%, due 2010		71,717
Total		2,176,817
Less: Current portion		(593,238	)
Long-term portion	$	1,583,579

Principal maturities of debt as of September 30, 2008 are as follows (for the twelve months ended September 30):

2009	$	593,238
2010		438,667
2011		1,144,912
	$	2,176,817

The Company is required to comply with certain financial covenants and conditions on the Commercial operating line of credit with Orion Bank that are measured annually following completion of the Company’s fiscal year. The next measurement would have followed the completion of the financial statements for the year ended December 31, 2008. However, in December 2008, the operating line of credit was repaid in full (refer to Note 8).

Note 6. Related Party Transactions

The Company utilizes a corporate office facility and storage space that is owned by, or controlled by, one of its shareholders. The use of this property is provided at no charge to the Company. The Company has recognized contributions totaling $184,500 for the nine months ended September 30, 2008 for the use of this property, which is based on the fair value of the rental of such properties. The corresponding expense for the usage of these properties is reflected in cost of operations and selling, general and administrative expense on the accompanying Combined Statement of Operations and totaled $45,000 and $139,500, respectively.

The Company has loans payable to its shareholders totaling $1,236,267 as of September 30, 2008. These loans were paid in full in December 2008 (see Note 8, Subsequent Events).

F-10

COMMERCIAL CLEAN-UP ENTERPRISES, INC. AND
WE HAUL OF SOUTH FLORIDA, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS – (Continued)

Note 7. Capital Stock

The Company has the following authorized and issued capital stock outstanding as of September 30, 2008:

• Commercial Clean-up — $1.00 par value; 10,000 shares authorized issued and outstanding, consisting of 1,000 Class A voting shares and 9,000 Class B non-voting shares. Except for the difference in voting rights, the rights, preferences, qualifications, limitations and restrictions, and the special and relative rights with respect to the shares of Class B non-voting common stock, are identical in all respects to the shares of Class A voting common stock.

• We Haul — $1.00 par value; 100 shares authorized issued and outstanding.

Note 8. Subsequent Events

In December 2008, Waste Services, Inc. (“Waste Services”) acquired substantially all of the long-lived assets of the Company and the Company ceased operations at such time. The purchase price for these assets totaled approximately $6,100,000, of which approximately $1,600,000 is deferred and payable as Waste Services collects waste volumes from within the counties of Charlotte, Lee and Collier, Florida. The Company utilized the proceeds from this sale to repay substantially all of the Company’s then outstanding debt obligations due both unrelated and related parties.

F-11

EX-99.2

Exhibit 99.2

Commercial Clean-up Enterprises, Inc.
and We Haul of South Florida, Inc.

Combined Financial Statements

For the Year Ended
December 31, 2007

INDEX TO COMBINED FINANCIAL STATEMENTS

Report of Independent Auditors	F-2
Combined Balance Sheet	F-3
Combined Statement of Operations	F-4
Combined Statement of Shareholders’ Equity	F-5
Combined Statement of Cash Flows	F-6
Notes to Combined Financial Statements	F-7

F-1

REPORT OF INDEPENDENT AUDITORS

Commercial Clean-up Enterprises, Inc. and We Haul of South Florida, Inc.
Naples, Florida

We have audited the accompanying combined balance sheet of Commercial Clean-Up Enterprises, Inc. and We Haul of South Florida, Inc. as of December 31, 2007, and the related combined statements of operations, shareholders’ equity and cash flows for the year then ended. These combined financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these combined financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the combined financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of Commercial Clean-Up Enterprises, Inc. and We Haul of South Florida, Inc. as of December 31, 2007, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

As disclosed in Note 8 of the notes to combined financial statements in December 2008 the operating assets of Commercial Clean-Up Enterprises, Inc. and We Haul of South Florida, Inc. were acquired by Waste Services, Inc.

/s/ Crowe Horwath LLP

Fort Lauderdale, Florida
July 7, 2009

F-2

COMMERCIAL CLEAN-UP ENTERPRISES, INC. AND
WE HAUL OF SOUTH FLORIDA, INC.

COMBINED BALANCE SHEET
As of December 31, 2007

ASSETS
Current assets:
Cash	$	27,468
Accounts receivable, net of allowance of $106,930		573,031
Prepaid expenses and other current assets		1,730
Total current assets		602,229
Property and equipment, net		5,904,698
Other assets		46,590
Total assets	$	6,553,517
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	794,457
Accrued expenses		107,398
Notes payable to shareholders		286,863
Short-term financing and current portion of long-term debt		2,331,500
Total current liabilities		3,520,218
Long-term debt		893,564
Total liabilities		4,413,782
Shareholders’ equity:
Common stock		10,100
Additional paid-in capital		311,000
Retained earnings		1,818,635
Total shareholders’ equity		2,139,735
Total liabilities and shareholders’ equity	$	6,553,517

The accompanying notes are an integral part of these Combined Financial Statements.

F-3

COMMERCIAL CLEAN-UP ENTERPRISES, INC. AND
WE HAUL OF SOUTH FLORIDA, INC.

COMBINED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2007

Revenue	$	8,042,864
Operating and other expenses:
Cost of operations (exclusive of depreciation)		5,632,132
Selling, general and administrative expense (exclusive of depreciation)		2,115,025
Depreciation expense		1,044,691
Other income		(128,591	)
Loss from operations		(620,393	)
Interest expense		296,001
Net loss	$	(916,394	)

The accompanying notes are an integral part of these Combined Financial Statements.

F-4

COMMERCIAL CLEAN-UP ENTERPRISES, INC. AND
WE HAUL OF SOUTH FLORIDA, INC.

COMBINED STATEMENT OF SHAREHOLDERS’ EQUITY

	Commercial Clean-up				We Haul of South Florida,
	Enterprises, Inc.				Inc.				Additional					Total
	Common Stock				Common Stock				Paid-in		Retained			Shareholders’
	Shares		Amount		Shares		Amount		Capital		Earnings			Equity
Balance, December 31, 2006		10,000	$	10,000		100	$	100	$	65,000	$	3,536,406		$	3,611,506
Distributions to shareholders		—		—		—		—		—		(801,377	)		(801,377	)
Use of real-estate owned by shareholders		—		—		—		—		246,000		—			246,000
Net loss		—		—		—		—		—		(916,394	)		(916,394	)
Balance, December 31, 2007		10,000	$	10,000		100	$	100	$	311,000	$	1,818,635		$	2,139,735

The accompanying notes are an integral part of these Combined Financial Statements.

F-5

COMMERCIAL CLEAN-UP ENTERPRISES, INC. AND
WE HAUL OF SOUTH FLORIDA, INC.

COMBINED STATEMENT OF CASH FLOWS
For the Year Ended December 31, 2007

Cash flows from operating activities:
Net loss	$	(916,394	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation expense		1,044,691
Use of real-estate owned by shareholders		246,000
Gain on sale of property and equipment		(4,424	)
Other non-cash items		7,716
Changes in operating assets and liabilities:
Accounts receivable		1,117,897
Prepaid expenses and other assets		(2,905	)
Accounts payable and other accrued expenses		(276,767	)
Net cash provided by operating activities		1,215,814
Cash flows from investing activities:
Purchase of property and equipment		(9,770	)
Proceeds from the sale of property and equipment		8,341
Net cash used in investing activities		(1,429	)
Cash flows from financing activities:
Proceeds from notes payable to shareholders		405,500
Proceeds from notes payable		225,000
Repayment of notes payable to shareholders		(145,000	)
Repayment of notes payable		(1,000,692	)
Distributions to shareholders		(770,270	)
Net cash used in financing activities		(1,285,462	)
Decrease in cash		(71,077	)
Cash, beginning of year		98,545
Cash, end of year	$	27,468
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest	$	309,884

The accompanying notes are an integral part of these Combined Financial Statements.

F-6

COMMERCIAL CLEAN-UP ENTERPRISES, INC. AND
WE HAUL OF SOUTH FLORIDA, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS

Note 1. Operations and Basis of Presentation

Business Activity

Commercial Clean-Up Enterprises, Inc. (“Commercial Clean-up”) and We Haul of South Florida, Inc. (“We Haul”) (collectively, the “Company”) provides waste collection services for construction sites located in Southwest Florida.

Basis of Presentation and Principles of Combination

The accompanying combined financial statements include the accounts of Commercial Clean-up and We Haul. These entities share common ownership and engage in similar businesses in the same markets. Additionally, substantially all of the assets of both businesses were sold in a single transaction in December 2008 (see Note 8, Subsequent Events). Commercial and We Haul were incorporated in 1982 and 2005, respectively, pursuant to the laws of the State of Florida.

Note 2. Summary of Significant Accounting Policies

Use of Estimates

The Company uses estimates and assumptions in preparing the financial statements in accordance with accounting principles generally accepted in the United States. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. It is reasonably possible that actual results could differ from the estimates that were used and that a change in estimate may occur in the near term. Significant estimates include the Company’s allowance for doubtful accounts, revenue recognition and the carrying values of long-lived assets.

Accounts Receivable

The Company maintains an allowance for doubtful accounts based on the expected collectability of its accounts receivable. The Company performs credit evaluations of significant customers and establish an allowance for doubtful accounts based on the aging of receivables, payment performance factors, historical trends and other information. In general, the Company reserves a portion of those receivables outstanding more than 90 days and 100% of those outstanding more than 120 days. The Company evaluates and revises its reserve on a monthly basis based on a review of specific accounts outstanding and the history of uncollectible accounts. The Company does not charge interest on its outstanding accounts receivable balances.

Concentrations of Credit Risk

Financial instruments that potentially subject us to credit risk consist primarily of cash and trade accounts receivable. The Company maintains cash in bank accounts at high quality financial institutions. These cash balances, at times, may exceed federally insured limits.

The Company’s customers are diversified as to industry concentrations; however, the Company’s operations are concentrated in Southwest Florida, which may be subject to specific economic conditions that vary from those nationally as well as weather related events that may impact the Company’s operations. Additionally, the Company recognized approximately 22% of its revenue for 2007 from one customer and as of December 31, 2007, this customer represented approximately 20% of the Company’s accounts receivable balance.

F-7

COMMERCIAL CLEAN-UP ENTERPRISES, INC. AND
WE HAUL OF SOUTH FLORIDA, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS – (Continued)

Property and Equipment

Property and equipment are carried at cost. Depreciation of property and equipment is provided using the straight-line method for financial purposes at rates based on the following useful lives:

Containers	5 – 10 years
Vehicles	5 – 10 years
Equipment and furniture	3 – 7 years

Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. Gains and losses on sales of capital assets are charged to operations currently.

Long-Lived Assets

The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful life of property and equipment or whether the remaining balance of property and equipment, or other long-lived assets, should be evaluated for possible impairment. Instances that may lead to an impairment include: (i) a significant decrease in the market price of a long-lived asset group; (ii) a significant adverse change in the extent or manner in which a long-lived asset or asset group is being used or in its physical condition; (iii) a significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset or asset group, including an adverse action or assessment by a regulator; (iv) an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset or asset group; (v) a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group; or (vi) a current expectation that, more likely than not, a long-lived asset or asset group will be sold or otherwise disposed of significantly before the end of its previously estimated useful life.

The Company uses an estimate of the related undiscounted cash flows, excluding interest, over the remaining life of the property and equipment and long-lived assets in assessing their recoverability. The Company measures impairment loss as the amount by which the carrying amount of the asset(s) exceeds the fair value of the asset(s) and primarily employs two methodologies for determining the fair value of a long-lived asset: (i) the amount at which the asset could be bought or sold in a current transaction between willing parties; or (ii) the present value of expected future cash flows grouped at the lowest level for which there are identifiable independent cash flows.

Fair Value of Financial Instruments

The Company’s financial instruments consist primarily of cash, receivables, notes payable, accounts payable and accrued expenses. The carrying amounts of such financial instruments approximate their respective estimated fair values due to the short-term maturities and approximate market interest rates of these instruments. The estimated fair values are not necessarily indicative of the amounts the Company would realize in the current market exchange or from future earnings or cash flows.

Revenue Recognition

The Company recognizes revenue when services, such as providing hauling services, are rendered.

Income Taxes

The Company has elected to be taxed under the provisions of Subchapter S of the Internal Revenue Code. Under those provisions, the Company does not pay federal corporate income taxes on its taxable income. Instead, the stockholders are liable for individual federal income taxes on the Company’s taxable income.

F-8

COMMERCIAL CLEAN-UP ENTERPRISES, INC. AND
WE HAUL OF SOUTH FLORIDA, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS – (Continued)

Advertising

The Company’s policy is to expense advertising costs as the costs are incurred. Advertising expense for the year ended December 31, 2007 was $1,780.

Note 3. Property and Equipment

Property and equipment consist of the following as of December 31, 2007:

Containers	$	6,117,671
Vehicles		4,621,892
Equipment and furniture		388,094
		11,127,657
Less: Accumulated depreciation		(5,222,959	)
Property and equipment, net	$	5,904,698

During 2007, the Company distributed several automobiles to its shareholders. These automobiles had a carrying value of $148,746 at the time of distribution. In connection with this distribution, the shareholders assumed certain notes payable that were associated with these automobiles. The principal due on such notes at the time of this distribution was approximately $68,742. The net carrying value of the automobiles distributed approximates their fair values at the time of the distribution and accordingly, no gain or loss was recognized relative to these transactions.

Note 4. Accrued Expenses

Accrued expenses consist of the following as of December 31, 2007:

Property taxes	$	50,725
Payroll and related taxes and benefits		46,798
Other accrued expenses		9,875
Total accrued expenses	$	107,398

F-9

COMMERCIAL CLEAN-UP ENTERPRISES, INC. AND
WE HAUL OF SOUTH FLORIDA, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS – (Continued)

Note 5. Debt

Unrelated party debt consists of the following as of December 31, 2007:

Commercial operating line of credit — Bank of Naples, secured by accounts receivable, property and equipment, interest payable monthly, due 2010, interest based on the prime rate (7.25% at December 31, 2007), availability of up to $500,000	$	283,473
Commercial operating line of credit — Orion Bank, secured by accounts receivable, property and equipment, interest payable monthly, due 2008, interest based on the prime rate (7.25% at December 31, 2007), availability of up to $1,500,000		1,492,756
We Haul operating line of credit — Bank of Naples, secured by accounts receivable, property and equipment, interest payable monthly, due 2010, interest at the prime rate plus 1.0% (8.25% at December 31, 2007), availability of up to $250,000		120,228
Commercial notes payable — Bank of Naples, collateralized by certain vehicles and equipment, payable in monthly installments including interest ranging from 6.00% to 8.75%, due through 2011		632,459
Commercial notes payable — Community Bank of Naples, N.A., collateralized by certain vehicles and equipment, payable in monthly installments including interest ranging from 6.00% - 8.25%, due through 2009		600,028
We Haul notes payable — Bank of Naples, collateralized by certain vehicles and equipment, payable in monthly installments including interest at 7.0%, due 2010		96,120
Total		3,225,064
Less: Current portion		(2,331,500	)
Long-term portion	$	893,564

Principal maturities of debt as of December 31, 2007 are as follows:

2008	$	2,331,500
2009		494,091
2010		387,754
2011		11,719
	$	3,225,064

F-10

COMMERCIAL CLEAN-UP ENTERPRISES, INC. AND
WE HAUL OF SOUTH FLORIDA, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS – (Continued)

Note 6. Related Party Transactions

The Company utilizes a corporate office facility and storage space that is owned by, or controlled by, one of its shareholders. The use of this property is provided at no charge to the Company. The Company has recognized contributions totaling $246,000 for the year ended December 31, 2007 for the use of this property, which is based on the fair value of the rental of such properties. The corresponding expense for the usage of these properties is reflected in cost of operations and selling, general and administrative expense on the accompanying Combined Statement of Operations and totaled $60,000 and $186,000, respectively.

The Company has loans payable to its shareholders totaling $286,863 as of December 31, 2007. These loans were paid in full in December 2008 (see Note 8, Subsequent Events).

Note 7. Capital Stock

The Company has the following authorized and issued capital stock outstanding as of December 31, 2007:

• Commercial Clean-up — $1.00 par value; 10,000 shares authorized issued and outstanding, consisting of 1,000 Class A voting shares and 9,000 Class B non-voting shares. Except for the difference in voting rights, the rights, preferences, qualifications, limitations and restrictions, and the special and relative rights with respect to the shares of Class B non-voting common stock, are identical in all respects to the shares of Class A voting common stock.

• We Haul — $1.00 par value; 100 shares authorized issued and outstanding.

Note 8. Subsequent Events

In December 2008, Waste Services, Inc. (“Waste Services”) acquired substantially all of the long-lived assets of the Company and the Company ceased operations at such time. The purchase price for these assets totaled approximately $6,100,000, of which approximately $1,600,000 is deferred and payable as Waste Services collects waste volumes from within the counties of Charlotte, Lee and Collier, Florida. The Company utilized the proceeds from this sale to repay substantially all of the Company’s then outstanding debt obligations due both unrelated and related parties.

F-11

EX-99.3

Exhibit 99.3

RIP, Inc.

Financial Statements for the
Nine Months Ended September 30, 2008

RIP, Inc.

Nine Months Ended September 30, 2008

Contents

	Reference	Page
Report of Independent Registered Public Accounting Firm			1
Balance Sheet	Exhibit A		2
Statement of Operations	Exhibit B		3
Statement of Cash Flows	Exhibit C		4
Statement of Changes in Stockholders’ Equity	Exhibit D		5
Notes to Financial Statements			6-14

Report of Independent Registered Public Accounting Firm

Board of Directors
RIP, Inc.
Homosassa, Florida

We have audited the accompanying balance sheet of RIP, Inc. (the “Company”) as of September 30, 2008, and the related statements of operations, cash flows and changes in stockholders’ equity for the nine months then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of RIP, Inc. as of September 30, 2008, and the results of its operations and its cash flows for the nine months then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Blackman Kallick

Chicago, Illinois
June 15, 2009

Exhibit A

RIP, Inc.

Balance Sheet

September 30, 2008

Assets
Current Assets
Cash	$	95,773
Due from related party		24,641
Prepaid expenses and deposits		9,309
Total Current Assets		129,723
Property and Equipment (Net of accumulated depreciation)		140,942
Landfill Sites (Net of accumulated depletion)		2,028,601
	$	2,299,266
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable
Trade	$	6,423
Due to related party		1,181
Accrued real estate taxes		40,148
Total Current Liabilities		47,752
Accrued Closure and Post-Closure Obligations		1,158,691
Total Liabilities		1,206,443
Stockholders’ Equity (Deficit)
Common stock - No par value; authorized - 10,000 shares; issued and outstanding - 10,000 shares		—
Additional paid-in capital		3,545,393
Accumulated deficit		(2,452,570	)
Total Stockholders’ Equity		1,092,823
	$	2,299,266

The accompanying notes are an integral part of the financial statements.

- 2 -

Exhibit B

RIP, Inc.

Statement of Operations

Nine Months Ended September 30, 2008

				% of Net
	Amount			Revenue
Net Revenues	$	151,082			100.00	%
Cost and Operating Expenses
Cost of sales		183,433			121.41
Selling and administrative		102,910			68.12
Depreciation and depletion		20,889			13.83
Gain on disposal of equipment		(5,000	)		(3.31	)
Total Cost and Operating Expenses		302,232			200.05
Net Loss	$	(151,150	)		(100.05	)%

The accompanying notes are an integral part of the financial statements.

- 3 -

Exhibit C

RIP, Inc.

Statement of Cash Flows

Nine Months Ended September 30, 2008

Cash Flows from Operating Activities
Net loss	$	(151,150	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and depletion		20,889
Accretion of closure and post-closure obligations		69,437
Gain on sale of equipment		(5,000	)
(Increase) decrease in
Receivables		31,692
Due from related party		(24,641	)
Prepaid expenses and deposits		14,929
Increase (decrease) in
Accounts payable		(851	)
Due to related party		(849	)
Accrued real estate taxes		39,809
Total Adjustments		145,415
Net Cash Used in Operating Activities		(5,735	)
Cash Flows from Investing Activities
Proceeds from sale of equipment		5,000
Acquisition of landfill		(1,216,207	)
Net Cash Used in Investing Activities		(1,211,207	)
Cash Flows from Financing Activities
Distributions to stockholders		(44,500	)
Contributions from stockholders		1,213,059
Net Cash Provided by Financing Activities		1,168,559
Net Decrease in Cash		(48,383	)
Cash, Beginning of Period		144,156
Cash, End of Period	$	95,773

The accompanying notes are an integral part of the financial statements.

- 4 -

Exhibit D

RIP, Inc.

Statement of Changes in Stockholders’ Equity

Nine Months Ended September 30, 2008

								Additional
				Common Stock				Paid-In		Accumulated
	Total			Shares		Amount		Capital		Deficit
Balance, December 31, 2007	$	75,414			10,000	$	—	$	2,332,334	$	(2,256,920	)
Distributions		(44,500	)		—		—		—		(44,500	)
Stockholder contributions		1,213,059			—		—		1,213,059		—
Net loss		(151,150	)		—		—		—		(151,150	)
Balance, September 30, 2008	$	1,092,823			10,000	$	—	$	3,545,393	$	(2,452,570	)

The accompanying notes are an integral part of the financial statements.

- 5 -

RIP, Inc.

Notes to Financial Statements

Nine Months Ended September 30, 2008

Note 1 — Industry Operations

RIP, Inc. (the “Company”) owns and operates a construction and demolition waste landfill in Citrus County, Florida. In addition to accepting inbound waste materials, the Company also mines and sells sand to local construction contractors and builders. As disclosed in Note 6, the business of mining and selling of sand was taken over by a related party during 2008.

Note 2 — Summary of Significant Accounting Policies

Cash

Substantially all cash is held at Marquette Bank and Regions Bank. The Company maintains its cash in bank deposit accounts, which at times may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any credit risk on cash.

Receivables

Receivables are carried at original invoice amount less estimates made for doubtful receivables. Management determines the allowances for doubtful accounts by reviewing and identifying troubled accounts on a monthly basis and by using historical experience applied to an aging of accounts. Receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded when received. An account receivable is considered to be past due if any portion of the receivable is outstanding for more than 90 days. As of September 30, 2008, no trade receivables were due to the Company by customers. However, as further described in Note 6, amounts collected by a related party on behalf of the Company were due to the Company as of September 30, 2008.

Property and Equipment

The Company’s policy is to depreciate or amortize the cost of property and equipment over the estimated useful lives of the assets by use of the straight-line method.

	Years
Machinery and equipment		5
Autos		5
Computers		3
Trailers		10

- 6 -

RIP, Inc.

Notes to Financial Statements

Nine Months Ended September 30, 2008

Note 2 — Summary of Significant Accounting Policies

Landfill Sites

Landfill sites are recorded at cost. Capitalized landfill costs include expenditures for land, permitting costs, cell construction costs and environmental structures. Capitalized permitting and cell construction costs are limited to direct costs relating to these activities, including legal, engineering and construction costs associated with excavation, liners and site berms and other costs associated with environmental equipment and structures.

Capitalized landfill costs may also include an allocation of the purchase price paid for landfills. For landfills purchased as part of a group of several assets, the purchase price assigned to the landfill is determined based on the discounted expected future cash flows of the landfill relative to the other assets within the acquired group. If the landfill meets the Company’s expansion criteria, the purchase price is further allocated between permitted airspace and expansion airspace based on the ratio of permitted versus probable expansion airspace to total available airspace.

Landfill sites, including costs related to acquiring land, excluding the estimated residual value of un-permitted, non-buffer land, and costs related to permitting and cell construction, are depleted as airspace is consumed using the units-of-consumption method over the total available airspace, including probable expansion airspace, where appropriate. Environmental structures, which consist primarily of groundwater monitoring wells, are charged to expense over the shorter of their useful life or the life of the landfill. Expenses incurred related to required groundwater monitoring activities are expensed as incurred.

The Company assesses the carrying value of its landfill sites in accordance with the provisions of SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”). The Company considers certain impairment indicators previously discussed that require significant judgment and understanding of the waste industry when applied to landfill development or expansion. As of September 30, 2008, the Company determined that no impairment to the carrying value of its landfill sites was necessary.

During 2008, the Company purchased additional land that is pending permitting by regulatory agencies. The Company has identified three sequential steps that landfills generally follow to obtain expansion permits. These steps are as follows: (i) obtaining approval from local authorities; (ii) submitting a permit application to state or provincial authorities; and (iii) obtaining permit approval from state or provincial authorities.

- 7 -

RIP, Inc.

Notes to Financial Statements

Nine Months Ended September 30, 2008

Note 2 — Summary of Significant Accounting Policies

Landfill Sites (Continued)

Before expansion airspace is included in the Company’s calculation of total available disposal capacity, the following criteria must be met: (i) the land associated with the expansion airspace is either owned by the Company or is controlled by the Company pursuant to an option agreement; (ii) the Company is committed to supporting the expansion project financially and with appropriate resources; (iii) there are no identified fatal flaws or impediments associated with the project, including political impediments; (iv) progress is being made on the project; (v) the expansion is attainable within a reasonable time frame; and (vi) based on senior management’s review of the status of the permit process to date, the Company believes it is likely the expansion permit will be received within the next five years. Upon meeting the Company’s expansion criteria, the rates used at each applicable landfill to expense costs to acquire, construct, close and maintain a site during the post-closure period are adjusted to include probable expansion airspace and all additional costs to be capitalized or accrued associated with the expansion airspace.

Once expansion airspace meets the Company’s criteria for inclusion in its calculation of total available disposal capacity, management continuously monitors each site’s progress in obtaining the expansion permit. If at any point it is determined that an expansion area no longer meets the required criteria, the probable expansion airspace is removed from the landfill’s total available capacity and the rates used at the landfill to expense costs to acquire, construct, close and maintain a site during the post-closure period are adjusted accordingly.

On an annual basis, the Company updates the development cost estimates, closure and post-closure and future capacity estimates for its landfills. Future capacity estimates are updated using surveys to estimate utilized disposal capacity and remaining disposal capacity. These cost and capacity estimates are reviewed and approved by senior management on an annual basis.

Environmental Costs

The Company accrues for costs associated with environmental remediation obligations when such costs are probable and can be reasonably estimated. Accruals for estimated losses from environmental remediation obligations generally are recognized no later than upon completion of the remedial feasibility study. Such accruals are adjusted as further information develops or circumstances change. Costs of future expenditures for environmental remediation obligations are not discounted to their present value. As of September 30, 2008, the Company determined that no environmental remediation accrual was necessary. This determination was made based on the results of a Phase II environmental study performed by independent, licensed, environmental professionals.

- 8 -

RIP, Inc.

Notes to Financial Statements

Nine Months Ended September 30, 2008

Note 2 — Summary of Significant Accounting Policies

Accrued Closure and Post-Closure Obligations

Accrued closure and post-closure obligations represent an estimate of the current value of the future obligations associated with closure and post-closure monitoring of the landfills. Closure and post-closure monitoring and maintenance costs represent the costs related to cash expenditures yet to be incurred when a landfill facility ceases to accept waste and closes. Accruals for closure and post-closure monitoring and maintenance consider site inspection, groundwater monitoring, leachate management, methane gas management and recovery and operating and maintenance costs to be incurred during the period after the facility closes. Certain of these environmental costs, principally capping and methane gas management costs, are also incurred during the operating life of the site in accordance with the landfill operating requirements. Site-specific closure and post-closure engineering cost estimates are prepared annually. The impact of changes in estimates is accounted for on a prospective basis.

Landfill closure and post-closure liabilities are calculated by estimating the total obligation of capping and closure events in current dollars, inflating the obligation based on the expected date of the expenditure using an inflation rate of approximately 3.0% and discounting the inflated total to its present value using a credit-adjusted risk-free discount rate of approximately 8.5%. The anticipated timeframe for paying these costs varies based on the remaining useful life of each landfill as well as the duration of the post-closure monitoring period. Accretion of discounted cash flows associated with the closure and post-closure obligations is accrued over the life of the landfill, as a charge to cost of operations.

Revenue Recognition

The Company recognizes revenue when services, such as accepting waste at the landfill site, are rendered. Revenue related to the sale of sand was recognized upon pick-up by customers.

- 9 -

RIP, Inc.

Notes to Financial Statements

Nine Months Ended September 30, 2008

Note 2 — Summary of Significant Accounting Policies (Continued)

Income Taxes

The Company has elected to be taxed as an S corporation under provisions of the Internal Revenue Code. Accordingly, the accompanying financial statements do not reflect income taxes, except for state replacement tax, which is immaterial.

In July 2006, the Financial Accounting Standards Board (FASB) issued FAS Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FAS Statement No. 109” (“FIN 48”), which the Company has adopted effective January 1, 2007. FIN 48 applies to all “tax positions” accounted for under SFAS 109. FIN 48 refers to “tax positions” as positions taken in a previously filed tax return or positions expected to be taken in a future tax return that are reflected in measuring current or deferred income tax assets and liabilities reported in the financial statements. FIN 48 further clarifies a tax position to include, but not be limited to the following:

• an allocation or a shift of income between taxing jurisdictions,

• the characterization of income or a decision to exclude reporting taxable income in a tax return, or

• a decision to classify a transaction, entity, or other position in a tax return as tax exempt.

FIN 48 clarifies that a tax benefit may be reflected in the financial statements only if it is “more likely than not” that a company will be able to sustain the tax return position, based on its technical merits. If a tax benefit meets this criterion, it should be measured and recognized based on the largest amount of benefit that is cumulatively greater than 50% likely to be realized. This is a change from previous practice, whereby companies recognized a tax benefit only if it was probable a tax position would be sustained. FIN 48 also requires the Company to make qualitative and quantitative disclosures, including a discussion of reasonable possible changes that might occur in unrecognized tax benefits over the next 12 months, a description of open tax years by major jurisdictions, and a roll-forward of all unrecognized tax benefits on an aggregated basis.

The adoption of FIN 48 did not have a material impact on the Company’s financial statements or disclosures. As of September 30, 2008, the Company did not recognize any assets or liabilities for unrecognized tax benefits relative to uncertain tax positions nor does the Company anticipate any significant unrecognized tax benefits will be recorded during the next 12 months. Any interest or penalties resulting from examinations will be recognized as a component of the income tax provision. However, since there are no unrecognized tax benefits as a result of tax positions taken, there are no accrued penalties or interest.

Management Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

- 10 -

RIP, Inc.

Notes to Financial Statements

Nine Months Ended September 30, 2008

Note 2 — Summary of Significant Accounting Policies (Continued)

Recently Issued Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”), which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. SFAS 157 does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. In February 2008, the FASB deferred the effective date of SFAS 157 by one year for certain non-financial assets and non-financial liabilities, except those that are recognized or disclose at fair value in the financial statements on a recurring basis (at least annually). On January 1, 2008, the Company adopted the provisions of SFAS 157, except as it applies to those non-financial assets and non-financial liabilities for which the effective date has been delayed by one year. The adoption of SFAS 157 did not have a material effect on the Company’s financial position or results of operations. The book value of cash, accounts receivable and accounts payable approximate their respective fair values due to the short-term nature of these instruments.

On January 1, 2008, the Company adopted the provisions of SFAS No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities — including an amendment of FASB Statement No. 115” (“SFAS 159”). SFAS 159 provides companies with an option to report selected financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings at each subsequent reporting date. The fair value option: (i) may be applied instrument by instrument, with a few exceptions, such as investments accounted for by the equity method; (ii) is irrevocable (unless a new election date occurs); and (iii) is applied only to entire instruments and not to portions of instruments. The Company did not elect to report any additional assets or liabilities at fair value and accordingly, the adoption of SFAS 159 did not have a material effect on the Company’s financial position or results of operations.

Note 3 — Property and Equipment

Land	$	50,000
Machinery and equipment		663,380
Autos		1,000
Computers		2,851
Trailers		9,897
		727,128
Accumulated depreciation		(586,186	)
	$	140,942

- 11 -

RIP, Inc.

Notes to Financial Statements

Nine Months Ended September 30, 2008

Note 4 — Landfill Sites

Landfill sites	$	2,519,396
Accumulated depletion		(490,795	)
	$	2,028,601

Changes in landfill sites for the nine months ended September 30, 2008 are as follows:

Balance at the beginning of the year	$	812,441
Acquisitions		1,216,207
Additional asset retirement obligations		51
Depletion		(98	)
	$	2,028,601

Note 5 — Accrued Closure and Post-Closure Costs

Changes in closure and post-closure obligations for the nine-months ended September 30, 2008 are as follows:

Balance at the beginning of the year	$	1,089,203
Additional asset retirement obligations		51
Accretion		69,437
Balance at the end of the year	$	1,158,691

- 12 -

RIP, Inc.

Notes to Financial Statements

Nine Months Ended September 30, 2008

Note 6 — Related Parties

Draw Enterprises III, LLC (“Draw”), a company wholly owned by the majority stockholder of the Company, provides the Company with various management and IT services. Draw charges the Company a management fee related to these services, which approximates 3% of the Company’s revenues. Total charges by Draw to the Company for the nine months ended September 30, 2008 amounted to $4,224.

Corporate Coverage, a company wholly owned by the majority stockholder of the Company, procures insurance policies on behalf of the Company and bills the Company for its share of the insurance premiums. Total charges by Corporate Coverage to the Company for the nine months ended September 30, 2008 amounted to $15,527. As of September 30, 2008, there was trade accounts payable of $1,181 outstanding to Corporate Coverage for these related charges.

Effective July of 2008, the Company ceased its sand mining business operations and allowed Sand Resources, a company wholly owned by the majority stockholder, to operate this business going forward. As of September 30, 2008, Sand Resources owed the Company $24,641 for customer receipts owed to the Company received in Sand Resources’ bank account.

Note 7 — Major Customers

For the nine months ended September 30, 2008, sales to two major customers amounted to more than 10% of total sales. The amount of revenue from those customers was $28,264 and $37,958, respectively. There were no receivable balances outstanding from these customers as of September 30, 2008.

Note 8 — Commitments and Contingencies

Permits and licenses to operate landfills may require performance or surety bonds to secure contractual performance related to closure and post-closure activities. The Company has provided the Florida Department of Environmental Protection with two performance bonds for closure and post-closure activities totaling $738,312 as of September 30, 2008. These bonds expire each year and will need to be renewed.

- 13 -

RIP, Inc.

Notes to Financial Statements

Nine Months Ended September 30, 2008

Note 9 — Subsequent Events

In December of 2008, Waste Services, Inc., a multi-regional, integrated solid waste services company, acquired all of the outstanding stock of RIP, Inc. for an aggregate purchase price of $7.7 million. Should the site be permitted as a Class I landfill, Class III landfill or as a transfer station, the Company’s former stockholders are entitled to future royalties at varied rates per ton based on the volume and type of waste deposited at the site.

As a result of the sale in December 2008, the Company’s tax status will change from an S corporation to a C corporation. The deferred taxes resulting from this change in tax status relate primarily to differences between the basis of property and equipment for financial and income tax reporting and are not material as of the closing date.

- 14 -

EX-99.4

Exhibit 99.4

RIP, Inc.

Financial Statements for the
Year Ended December 31, 2007

RIP, Inc.

Year Ended December 31, 2007

Contents

	Reference	Page
Report of Independent Registered Public Accounting Firm		1
Balance Sheet	Exhibit A	2
Statement of Operations	Exhibit B	3
Statement of Cash Flows	Exhibit C	4
Statement of Changes in Stockholders’ Equity	Exhibit D	5
Notes to Financial Statements		6-13

Report of Independent Registered Public Accounting Firm

Board of Directors
RIP, Inc.
Homosassa, Florida

We have audited the accompanying balance sheet of RIP, Inc. as of December 31, 2007, and the related statements of operations, cash flows and changes in stockholders’ equity for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of RIP, Inc. as of December 31, 2007, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Blackman Kallick

Chicago, Illinois
June 22, 2009

Exhibit A

RIP, Inc.

Balance Sheet

December 31, 2007

Assets
Current Assets
Cash	$	144,156
Accounts receivable		31,692
Prepaid expenses and deposits		24,238
Total Current Assets		200,086
Property and Equipment (Net of accumulated depreciation)		161,733
Landfill Site (Net of accumulated depletion)		812,441
	$	1,174,260
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable
Trade	$	7,613
Due to related party		2,030
Total Current Liabilities		9,643
Accrued Closure and Post-Closure Obligations		1,089,203
Total Liabilities		1,098,846
Stockholders’ Equity (Deficit)
Common stock - No par value; authorized - 10,000 shares; issued and outstanding - 10,000 shares		—
Additional paid-in capital		2,332,334
Accumulated deficit		(2,256,920	)
Total Stockholders’ Equity		75,414
	$	1,174,260

The accompanying notes are an integral part of the financial statements.

- 2 -

Exhibit B

RIP, Inc.

Statement of Operations

Year Ended December 31, 2007

				% of Net
	Amount			Revenues
Net Revenues	$	508,268			100.00	%
Cost and Operating Expenses
Cost of sales		317,152			62.40
Selling and administrative		181,442			35.70
Depreciation and depletion		46,589			9.17
Gain on disposal of equipment		(68,893	)		(13.56	)
Total Cost and Operating Expenses, Net		476,290			93.71
Net Income	$	31,978			6.29	%

The accompanying notes are an integral part of the financial statements.

- 3 -

Exhibit C

RIP, Inc.

Statement of Cash Flows

Year Ended December 31, 2007

Cash Flows from Operating Activities
Net income	$	31,978
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and depletion		46,589
Accretion of closure and post-closure obligations		85,320
Gain on sale of equipment		(68,893	)
Decrease in
Accounts receivable		9,841
Prepaid expenses and deposits		1,818
Accounts payable		(38,003	)
Due to related party		(59	)
Total Adjustments		36,613
Net Cash Provided by Operating Activities		68,591
Cash Flows from Investing Activities
Proceeds from sale of equipment		3,000
Acquisition of property and equipment		(65,604	)
Net Cash Used in Investing Activities		(62,604	)
Net Increase in Cash		5,987
Cash, Beginning of Year		138,169
Cash, End of Year	$	144,156

Supplemental schedule of noncash investing activities:

During 2007, the Company traded in a piece of equipment and received a trade-in allowance of $66,500 towards the purchase of a new piece of equipment.

The accompanying notes are an integral part of the financial statements.

- 4 -

Exhibit D

RIP, Inc.

Statement of Changes in Stockholders’ Equity

Year Ended December 31, 2007

								Additional
				Common Stock				Paid-In		Accumulated
	Total			Shares		Amount		Capital		Deficit
Balance, December 31, 2006	$	(676,564	)		10,000	$	—	$	1,612,334	$	(2,288,898	)
Stockholder contributions		720,000			—		—		720,000		—
Net income		31,978			—		—		—		31,978
Balance, December 31, 2007	$	75,414			10,000	$	—	$	2,332,334	$	(2,256,920	)

The accompanying notes are an integral part of the financial statements.

- 5 -

RIP, Inc.

Notes to Financial Statements

Year Ended December 31, 2007

Note 1 — Industry Operations

RIP, Inc. (the Company) owns and operates a construction and demolition waste landfill in Citrus County, Florida. In addition to accepting inbound waste materials, the Company also mines and sells sand to local construction contractors and builders. As disclosed in Note 6, the business of mining and selling of sand was taken over by a related party during 2008.

Note 2 — Summary of Significant Accounting Policies

Cash

Substantially all cash is held at Marquette Bank and Regions Bank. The Company maintains its cash in bank deposit accounts, which at times may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any credit risk on cash.

Accounts Receivable

Accounts receivable are carried at original invoice amount less estimates made for doubtful receivables. Management determines the allowances for doubtful accounts by reviewing and identifying troubled accounts on a monthly basis and by using historical experience applied to an aging of accounts. Receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded when received. An account receivable is considered to be past due if any portion of the receivable is outstanding for more than 90 days.

Property and Equipment

The Company’s policy is to depreciate or amortize the cost of property and equipment over the estimated useful lives of the assets using the straight-line method.

	Years
Machinery and equipment		5
Autos		5
Computers		3
Trailers		10

- 6 -

RIP, Inc.

Notes to Financial Statements

Year Ended December 31, 2007

Note 2 — Summary of Significant Accounting Policies (Continued)

Landfill Site

The landfill site is recorded at cost. Capitalized landfill costs include expenditures for land, permitting costs, cell construction costs and environmental structures. Capitalized permitting and cell construction costs are limited to direct costs relating to these activities, including legal, engineering and construction costs associated with excavation, liners and site beams and other costs associated with environmental equipment and structures.

Capitalized landfill costs may also include an allocation of the purchase price paid for landfills. For landfills purchased as part of a group of several assets, the purchase price assigned to the landfill is determined based on the discounted expected future cash flows of the landfill relative to the other assets within the acquired group. If the landfill meets the Company’s expansion criteria, the purchase price is further allocated between permitted airspace and expansion airspace based on the ratio of permitted versus probable expansion airspace to total available airspace.

The landfill site, including costs related to acquiring land, excluding the estimated residual value of unpermitted, nonbuffer land and costs related to permitting and cell construction, is depleted as airspace is consumed using the units-of-consumption method over the total available airspace, including probable expansion airspace, where appropriate. Environmental structures, which consist primarily of groundwater monitoring wells, are charged to expense over the shorter of their useful life or the life of the landfill. Expenses incurred related to required groundwater monitoring activities are expensed as incurred.

The Company assesses the carrying value of its landfill site in accordance with the provisions of SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (SFAS 144). The Company considers certain impairment indicators previously discussed that require significant judgment and understanding of the waste industry when applied to landfill development or expansion. As of December 31, 2007, the Company determined that no impairment to the carrying value of its landfill site was necessary.

The Company has identified three sequential steps that landfills generally follow to obtain expansion permits. These steps are as follows: (i) obtaining approval from local authorities; (ii) submitting a permit application to state or provincial authorities; and (iii) obtaining permit approval from state or provincial authorities.

- 7 -

RIP, Inc.

Notes to Financial Statements

Year Ended December 31, 2007

Note 2 — Summary of Significant Accounting Policies

Landfill Site (Continued)

Before expansion airspace is included in the Company’s calculation of total available disposal capacity, the following criteria must be met: (i) the land associated with the expansion airspace is either owned by the Company or is controlled by the Company pursuant to an option agreement; (ii) the Company is committed to supporting the expansion project financially and with appropriate resources; (iii) there are no identified fatal flaws or impediments associated with the project, including political impediments; (iv) progress is being made on the project; (v) the expansion is attainable within a reasonable time frame; and (vi) based on senior management’s review of the status of the permit process to date, the Company believes it is likely the expansion permit will be received within the next five years. Upon meeting the Company’s expansion criteria, the rates used at each applicable landfill to expense costs to acquire, construct, close and maintain a site during the post-closure period are adjusted to include probable expansion airspace and all additional costs to be capitalized or accrued associated with the expansion airspace.

Once expansion airspace meets the Company’s criteria for inclusion in its calculation of total available disposal capacity, management continuously monitors each site’s progress in obtaining the expansion permit. If at any point it is determined that an expansion area no longer meets the required criteria, the probable expansion airspace is removed from the landfill’s total available capacity and the rates used at the landfill to expense costs to acquire, construct, close and maintain a site during the post-closure period are adjusted accordingly. During the year ended December 31, 2007, the Company did not pursue any expansion permits.

On an annual basis, the Company updates the development cost estimates, closure and post-closure and future capacity estimates for its landfills. Future capacity estimates are updated using surveys to estimate utilized disposal capacity and remaining disposal capacity. These cost and capacity estimates are reviewed and approved by senior management on an annual basis.

Environmental Costs

The Company accrues for costs associated with environmental remediation obligations when such costs are probable and can be reasonably estimated. Accruals for estimated losses from environmental remediation obligations generally are recognized no later than upon completion of the remedial feasibility study. Such accruals are adjusted as further information develops or circumstances change. Costs of future expenditures for environmental remediation obligations are not discounted to their present value. As of December 31, 2007, the Company determined that no environmental remediation accrual was necessary. This determination was made based on the results of a Phase II environmental study performed by independent, licensed, environmental professionals.

- 8 -

RIP, Inc.

Notes to Financial Statements

Year Ended December 31, 2007

Note 2 — Summary of Significant Accounting Policies (Continued)

Accrued Closure and Post-Closure Obligations

Accrued closure and post-closure obligations represent an estimate of the current value of the future obligations associated with closure and post-closure monitoring of the landfills. Closure and post-closure monitoring and maintenance costs represent the costs related to cash expenditures yet to be incurred when a landfill facility ceases to accept waste and closes. Accruals for closure and post-closure monitoring and maintenance consider site inspection, groundwater monitoring, leachate management, methane gas management and recovery and operating and maintenance costs to be incurred during the period after the facility closes. Certain of these environmental costs, principally capping and methane gas management costs, are also incurred during the operating life of the site in accordance with the landfill operating requirements. Site-specific closure and post-closure engineering cost estimates are prepared annually. The impact of changes in estimates is accounted for on a prospective basis.

Landfill closure and post-closure liabilities are calculated by estimating the total obligation of capping and closure events in current dollars, inflating the obligation based on the expected date of the expenditure using an inflation rate of approximately 3.0% and discounting the inflated total to its present value using a credit-adjusted risk-free discount rate of approximately 8.5%. The anticipated timeframe for paying these costs varies based on the remaining useful life of each landfill as well as the duration of the post-closure monitoring period. Accretion of discounted cash flows associated with the closure and post-closure obligations is accrued over the life of the landfill, as a charge to cost of operations.

Revenue Recognition

The Company recognizes revenue when services, such as accepting waste at the landfill site, are rendered. Revenue related to the sale of sand is recognized upon pick-up by customers.

- 9 -

RIP, Inc.

Notes to Financial Statements

Year Ended December 31, 2007

Note 2 — Summary of Significant Accounting Policies (Continued)

Income Taxes

The Company has elected to be taxed as an S corporation under provisions of the Internal Revenue Code. Accordingly, the accompanying financial statements do not reflect income taxes, except for state replacement tax, which is immaterial.

In July 2006, the Financial Accounting Standards Board (FASB) issued FAS Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FAS Statement No. 109” (FIN 48), which the Company has adopted effective January 1, 2007. FIN 48 applies to all “tax positions” accounted for under SFAS 109. FIN 48 refers to “tax positions” as positions taken in a previously filed tax return or positions expected to be taken in a future tax return that are reflected in measuring current or deferred income tax assets and liabilities reported in the financial statements. FIN 48 further clarifies a tax position to include, but not be limited to the following:

• an allocation or a shift of income between taxing jurisdictions,

• the characterization of income or a decision to exclude reporting taxable income in a tax return, or

• a decision to classify a transaction, entity, or other position in a tax return as tax exempt.

FIN 48 clarifies that a tax benefit may be reflected in the financial statements only if it is “more likely than not” that a company will be able to sustain the tax return position, based on its technical merits. If a tax benefit meets this criterion, it should be measured and recognized based on the largest amount of benefit that is cumulatively greater than 50% likely to be realized. This is a change from previous practice, whereby companies recognized a tax benefit only if it was probable a tax position would be sustained. FIN 48 also requires the Company to make qualitative and quantitative disclosures, including a discussion of reasonable possible changes that might occur in unrecognized tax benefits over the next 12 months, a description of open tax years by major jurisdictions, and a roll-forward of all unrecognized tax benefits on an aggregated basis.

The adoption of FIN 48 did not have a material impact on the Company’s financial statements or disclosures. As of December 31, 2007, the Company did not recognize any assets or liabilities for unrecognized tax benefits relative to uncertain tax positions nor does the Company anticipate any significant unrecognized tax benefits will be recorded during the next 12 months. Any interest or penalties resulting from examinations will be recognized as a component of the income tax provision. However, since there are no unrecognized tax benefits as a result of tax positions taken, there are no accrued penalties or interest.

Management Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

- 10 -

RIP, Inc.

Notes to Financial Statements

Year Ended December 31, 2007

Note 2 — Summary of Significant Accounting Policies (Continued)

Recently Issued Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (SFAS 157), which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS 157 does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. In February 2008, the FASB deferred the effective date of SFAS 157 by one year for certain nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). On January 1, 2008, the Company adopted the provisions of SFAS 157, except as it applies to those nonfinancial assets and nonfinancial liabilities for which the effective date has been delayed by one year. The adoption of SFAS 157 did not have a material effect on the Company’s financial position or results of operations. The book value of cash, accounts receivable and accounts payable approximate their respective fair values due to the short-term nature of these instruments.

On January 1, 2008, the Company adopted the provisions of SFAS No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities — including an amendment of FASB Statement No. 115” (SFAS 159). SFAS 159 provides companies with an option to report selected financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings at each subsequent reporting date. The fair value option: (i) may be applied instrument by instrument, with a few exceptions, such as investments accounted for by the equity method; (ii) is irrevocable (unless a new election date occurs); and (iii) is applied only to entire instruments and not to portions of instruments. The Company did not elect to report any additional assets or liabilities at fair value and, accordingly, the adoption of SFAS 159 did not have a material effect on the Company’s financial position or results of operations.

Note 3 — Property and Equipment

Land	$	50,000
Machinery and equipment		773,122
Autos		1,000
Computers		2,851
Trailers		9,897
		836,870
Accumulated depreciation		(675,137	)
	$	161,733

- 11 -

RIP, Inc.

Notes to Financial Statements

Year Ended December 31, 2007

Note 4 — Landfill Site

Landfill site	$	1,303,138
Accumulated depletion		(490,697	)
	$	812,441

Changes in the landfill site for the year ended December 31, 2007 are as follows:

Balance, beginning of year	$	812,553
Additional asset retirement obligations		121
Depletion		(233	)
	$	812,441

Note 5 — Accrued Closure and Post-Closure Costs

Changes in closure and post-closure obligations for the year ended December 31, 2007 are as Follows:

Balance, beginning of year	$	1,003,762
Additional asset retirement obligations		121
Accretion		85,320
Balance, end of year	$	1,089,203

Note 6 — Related Parties

Draw Enterprises III, LLC (Draw), a company wholly owned by the majority stockholder of the Company, provides the Company with various management and IT services. Draw charges the Company a management fee related to these services, which approximates 3% of the Company’s revenues. Total charges by Draw to the Company for the year ended December 31, 2007 amounted to $15,247.

Corporate Coverage, a company wholly owned by the majority stockholder of the Company, procures insurance policies on behalf of the Company and bills the Company for its share of the insurance premiums. Total charges by Corporate Coverage to the Company for the year ended December 31, 2007 amounted to $22,351. As of December 31, 2007, there were trade accounts payable of $2,030 outstanding to Corporate Coverage for these related charges.

Effective July 2008, the Company ceased its sand mining business operations and allowed Sand Resources, a company wholly owned by the majority stockholder, to operate this business going forward. No transactions occurred between the Company and Sand Resources during the year ended December 31, 2007.

- 12 -

RIP, Inc.

Notes to Financial Statements

Year Ended December 31, 2007

Note 6 — Related Parties (Continued)

During 2007, the sale of FRS, a company under common ownership, to Waste Services, Inc. (See Note 9) was finalized. At the time of this sale, FRS had prepaid $720,000 of dumping fees to the Company, none of which had been used. These prepaid dumping fees were not transferred to the purchaser of FRS, but rather deemed a distribution to the stockholders of FRS and a contribution of capital to the Company. As these fees had been prepaid by FRS to the Company prior to 2007, the contribution of capital was a noncash event and has therefore not been reflected in the statement of cash flows.

Note 7 — Major Customers

For the year ended December 31, 2007, sales to one major customer amounted to more than 10% of total sales. The amount of revenue from that customer was $228,266. The receivable balance outstanding from this customer as of December 31, 2007 was $53.

Note 8 — Commitments and Contingencies

Permits and licenses to operate landfills may require performance or surety bonds to secure contractual performance related to closure and post-closure activities. The Company has provided the Florida Department of Environmental Protection with two performance bonds for closure and post-closure activities totaling $745,020 as of December 31, 2007. These bonds expire each year and will need to be renewed.

Note 9 — Subsequent Events

In April 2008, the Company purchased an adjacent landfill site for a total purchase price of $1,206,207. The acquisition was financed by stockholder contributions totaling $1,213,059.

In December 2008, Waste Services, Inc., a multi-regional, integrated solid waste services company, acquired all of the outstanding stock of RIP, Inc. for an aggregate purchase price of $7.7 million. Should the site be permitted as a Class I landfill, Class III landfill or as a transfer station, the Company’s former stockholders are entitled to future royalties at varied rates per ton based on the volume and type of waste deposited at the site.

As a result of the sale in December 2008, the Company’s tax status will change from an S corporation to a C corporation. The deferred taxes resulting from this change in tax status relate primarily to differences between the basis of property and equipment for financial and income tax reporting, and are not material as of the closing date.

- 13 -

EX-99.5

Exhibit 99.5

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

     These Unaudited Pro Forma Condensed Consolidated Financial Statements have been prepared from the Consolidated Financial Statements of Waste Services, Inc., the Combined Financial Statements of Commercial Clean-up Enterprises, Inc. and We Haul of South Florida, Inc. (collectively “Commercial Clean-up”) and the Financial Statements of RIP, Inc. (the “RIP Landfill”). You should read these Unaudited Pro Forma Condensed Consolidated Financial Statements in conjunction with the audited Consolidated Financial Statements of Waste Services, Inc. and “Management’s Discussion and Analysis of Financial Condition and Results of Operation” included in our annual report for 2008 on Form 10-K filed on February 26, 2009, as well as our interim report on Form 10-Q for the quarter ended September 30, 2008, filed on October 23, 2008. These Unaudited Pro Forma Condensed Consolidated Financial Statements should also be read with the Combined Financial Statements of Commercial Clean-up and the Financial Statements of the RIP Landfill, which are included elsewhere in this filing.

     In December 2008, we acquired certain assets of Commercial Clean-up, a construction and demolition hauling operation in Fort Myers and Naples, Florida, for a total purchase price of $6.1 million, of which $1.6 million is deferred and payable as we collect waste volumes from within the counties of Charlotte, Lee and Collier, Florida.

     In December 2008, we acquired the RIP Landfill, a construction and demolition waste landfill in Citrus Country, Florida, for an aggregate purchase price of $7.7 million. Should the site be permitted as a Class I landfill, Class III landfill, transfer station or a construction and demolition operation, the sellers are entitled to future royalties at varied rates per ton based on the volume and type of waste deposited at the site.

     The Unaudited Pro Forma Condensed Consolidated Statement of Operations for the nine months ended September 30, 2008 and for the year ended December 31, 2007 have been prepared on a basis to reflect the following events as if each event occurred as of January 1, 2007:

• Acquisition of Commercial Clean-up and the RIP Landfill.

• Additional draw on our credit facility and the associated interest.

• Tax effects of the foregoing events.

     The Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2008 has been prepared on a basis to reflect the acquisition of Commercial Clean-up and the RIP Landfill as if these acquisitions had occurred as of September 30, 2008.

     The pro forma adjustments are based on preliminary estimates, available information and certain assumptions that we believe are reasonable, and may be revised as additional information becomes available. The pro forma adjustments are more fully described in the notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.

     The Unaudited Pro Forma Condensed Consolidated Financial Statements should not be considered indicative of actual results that would have been achieved had the transactions and events described been completed as of the dates or as of the beginning of the period indicated and do not purport to project the financial condition or results of operations and cash flows for any future date or period.

WASTE SERVICES, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands, except per share amounts)
For the Year Ended December 31, 2007

 

				Commercial			RIP
	Actual			Clean-up			Landfill			Adjustments			Pro Forma
Revenue	$	461,447		$	8,043		$	508		$	(2,210	) (a)	$	467,788
Operating and other expenses:
Cost of operations (exclusive of depreciation depletion and amortization)		301,573			5,632			317			(2,210	) (a)		305,312
Selling, general and administrative expense (exclusive of depreciation depletion and amortization)		64,239			2,115			181			—			66,535
Depreciation, depletion and amortization		54,891			1,045			47			27	(b)		56,010
Foreign exchange gain and other		(69	)		(129	)		(69	)		—			(267	)
Income (loss) from operations		40,813			(620	)		32			(27	)		40,198
Interest expense		40,679			296			—			(296	) (c)		41,410
											731	(c)
Income (loss) from continuing operations before income taxes		134			(916	)		32			(462	)		(1,212	)
Income tax provision		14,437			—			—			40	(d)		14,477
Net income (loss) from continuing operations
	$	(14,303	)	$	(916	)	$	32		$	(502	)	$	(15,689	)
Basic and diluted loss per share — continuing operations	$	(0.31	)										$	(0.34	)
Weighted average common shares outstanding — basic and diluted		46,007												46,007

WASTE SERVICES, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands, except per share amounts)
For the Nine Months Ended September 30, 2008

				Commercial			RIP
	Actual			Clean-up			Landfill			Adjustments			Pro Forma
Revenue	$	370,635		$	4,031		$	151		$	(1,613	) (a)	$	373,204
Operating and other expenses:
Cost of operations (exclusive of depreciation depletion and amortization)		242,661			2,744			183			(1,613	) (a)		243,975
Selling, general and administrative expense (exclusive of depreciation depletion and amortization)		47,943			1,271			103			—			49,317
Depreciation, depletion and amortization		34,826			655			21			20	(b)		35,522
Foreign exchange gain and other		(322	)		(48	)		(5	)		—			(375	)
Income (loss) from operations		45,527			(591	)		(151	)		(20	)		44,765
Interest expense		25,770			129			—			(129	) (c)		26,172
											402	(c)
Income (loss) from continuing operations before income taxes		19,757			(720	)		(151	)		(293	)		18,593
Income tax provision		6,892			—			—			30	(d)		6,922
Net income (loss) from continuing operations	$	12,865		$	(720	)	$	(151	)	$	(323	)	$	11,671
Basic and diluted earnings per share — continuing operations	$	0.28											$	0.25
Weighted average common shares outstanding:
Basic		46,076												46,076
Diluted		46,085												46,085

WASTE SERVICES, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands)
As of September 30, 2008

				Commercial		RIP
	Actual			Clean-up		Landfill			Adjustments			Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	40,995		$	31	$	96		$	(9,611	) (e)	$	31,384
										(127	) (f)
Accounts receivable		62,281			406		—			(126	) (e)		62,155
										(406	) (f)
Prepaid expenses and other current assets		7,375			—		34			1	(e)		7,376
										(34	) (f)
Total current assets		110,651			437		130			(10,303	)		100,915
Property and equipment, net		194,742			4,811		141			(318	) (e)		199,173
										(203	) (f)
Landfill sites, net		190,108			—		2,028			6,849	(e)		198,985
Goodwill and other intangible assets, net		385,420			—		—			1,642	(e)		387,062
Other assets		19,562			47		—			(2,400	) (e)		17,162
										(47	) (f)
Total assets	$	900,483		$	5,295	$	2,299		$	(4,780	)	$	903,297
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	22,353		$	353	$	6		$	(126	) (e)	$	22,353
										(233	) (f)
Accrued expenses and other current liabilities		70,437			101		41			(130	) (e,f)		72,091
										1,642	(e)
Notes payable to shareholders		—			1,236		—			(1,236	) (f)		—
Short-term financing and current portion of long-term debt		1,906			593		—			(593	) (f)		1,906
Total current liabilities		94,696			2,283		47			(676	)		96,350
Long-term debt		399,110			1,584		—			(1,584	) (f)		399,110
Deferred income taxes, accrued closure, post closure and other obligations		48,435			—		1,159			1	(e)		49,595
Total liabilities		542,241			3,867		1,206			(2,259	)		545,055
Shareholders’ equity:
Common stock		439			10		—			(10	) (f)		439
Additional paid-in capital		513,131			496		3,545			(4,041	) (f)		513,131
Accumulated other comprehensive income		50,711			—		—			—			50,711
Accumulated deficit		(206,039	)		922		(2,452	)		1,530	(f)		(206,039	)
Total shareholders’ equity		358,242			1,428		1,093			(2,521	)		358,242
Total liabilities and shareholders’ equity	$	900,483		$	5,295	$	2,299		$	(4,780	)	$	903,297

Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations
(In thousands, except per share data)

     The following table reflects the preliminary allocation of purchase price based upon a preliminary estimate of the fair value of assets being acquired and liabilities being assumed by us as follows:

	Commercial
	Clean-up			RIP Landfill			Total
Purchase price:
Cash paid and other consideration	$	4,413		$	7,724		$	12,137
Deferred purchase price		1,642			—			1,642
Total purchase price		6,055			7,724			13,779
Allocated as follows:
Working capital assumed:
Prepaid expenses and other current assets		1			—			1
Accrued expenses and other current liabilities		(12	)		—			(12	)
Net working capital		(11	)		—			(11	)
Property and equipment		4,424			7			4,431
Landfill sites		—			8,877			8,877
Accrued closure, post-closure and other obligations assumed		—			(1,160	)		(1,160	)
Net book value of assets acquired and liabilities assumed		4,413			7,724			12,137
Excess purchase price to be allocated	$	1,642		$	—		$	1,642
Allocated as follows:
Goodwill	$	1,506		$	—		$	1,506
Other intangible assets		136			—			136
Total allocated	$	1,642		$	—		$	1,642

     Included in the purchase price for Commercial Clean-up in the above table is the utilization of a $0.5 million receivable due us from Commercial Clean-up at the time the acquisition was consummated.

     The allocation of purchase price is considered preliminary until we have acquired all necessary information to finalize the allocation of purchase price. Although the time required to obtain all the necessary information will vary, the “allocation period” for finalizing purchase price allocations generally does not exceed one year from the date of consummation of an acquisition. Adjustments to the allocation o f purchase price may decrease those amounts allocated to goodwill and, as such, may increase those amounts allocated to other tangible or intangible assets, which may result in higher depreciation or amortization expense in future periods.

     The following notes describe the pro forma adjustments reflected in, and form an integral part of, the Unaudited Pro Forma Condensed Consolidated Financial Statements.

a)

Reflects the elimination of revenue recognized by us and expense recognized by Commercial Clean-up for disposal costs billed to Commercial Clean-up by us.

b)

Reflects the amortization of intangible assets exclusive of goodwill, based on an estimate of intangible values. These intangible assets include non-competition agreements and are amortized over the life of the expected benefit to be received by such intangibles, which approximates five years. The amortization for the year ended December 31, 2007 and the nine months ended September 30, 2008 is less than $0.1 million.

c)	Reflects the elimination of interest expense recognized by Commercial Clean-up for all periods presented as none of the Commercial Clean-up debt was assumed as part of the acquisition. This interest expense totaled $0.3 million and $0.1 million for the year ended December 31, 2007 and the nine months ended September 30, 2008, respectively. Also reflects interest expense of $0.7 million and $0.4 million for the year ended December 31, 2007 and the nine months ended September 30, 2008, respectively, related to the draw on our credit facility used to fund the acquisitions of Commercial Clean-up and the RIP Landfill. The draw is net of a $0.1 million receivable due us from Commercial Clean-up at September 30, 2008, which was utilized as payment towards the purchase price for Commercial Clean-up. The draw is also net of $2.4 million of acquisition deposits made towards the RIP Landfill acquisition prior to the time this acquisition was consummated. The rates used in the pro forma adjustment for the year ended December 31, 2007 and the nine months ended September 30, 2008 were 7.9% and 5.8%, respectively, which were the average rates in effect on our credit facilities for such periods. We are exposed to variable interest rates under our credit facility, based on a spread over base rate or Eurodollar loans as defined. A 12.5 basis point increase in base interest rates would increase interest expense by less than $0.1 million for the periods presented.
d)	Reflects the provision for deferred taxes at the statutory rate for the temporary differences related to amortizing goodwill, which is amortized over a period of fifteen years for income tax purposes. We have not assumed any additional benefit of the tax losses attributable to the pro forma adjustments because we do not expect to benefit from such losses at this time.
e)	Reflects the payment of the purchase price for Commercial Clean-up and the RIP Landfill and the preliminary allocation of the purchase price for the estimated of the fair value of assets acquired and liabilities assumed. The payment of the purchase price is net of a $0.1 million receivable due us from Commercial Clean-up at September 30, 2008, which was utilized as payment towards the purchase price for Commercial Clean-up. The payment of the purchase price is also net of $2.4 million of acquisition deposits made towards the RIP Landfill acquisition prior to the time this acquisition was consummated.
f)	Reflects the elimination of assets not acquired and liabilities not assumed as part of the acquisitions of Commercial Clean-up and the RIP Landfill.

     The pro forma adjustments are based on preliminary estimates, available information and certain assumptions that we believe are reasonable, and may be revised as additional information becomes available. The Unaudited Pro Forma Condensed Consolidated Financial Statements should not be considered indicative of actual results that would have been achieved had the transactions and events described been completed as of the dates or as of the beginning of the periods indicated and do not purport to project the financial condition or results of operations and cash flows for any future date or period.