10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q/A

(Amendment No. 1)

x	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended March 31, 2012
o	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from __________ to __________
	Commission File Number:  333-165863

E-Waste Systems, Inc.

(Exact name of registrant as specified in its charter)

Nevada	26-4018362
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
101 First Street #493, Los Altos, CA                                                                94022
(Address of principal executive offices)                                                           (Zip Code)

650-283-2907

(Registrant’s telephone number)

__________________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  x   Yes   o   No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x    No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer   o	Accelerated filer
Non-accelerated filer     o	Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes o   No x

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of October 19, 2012, there were 103,154,926 shares of our common stock issued and outstanding..

	TABLE OF CONTENTS	Page
PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4:	Controls and Procedures	13
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	15
Item 1A:	Risk Factors	15
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3:	Defaults Upon Senior Securities	15
Item 4:	(Removed and Reserved)	15
Item 5:	Other Information	15
Item 6:	Exhibits	15

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PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements

Our financial statements included in this Form 10-Q/A are comprised of the following:

F-1 Condensed Consolidated Balance Sheets as of March 31, 2012 (unaudited) and December 31, 2011;

F-3 Condensed Consolidated Statements of Operations for the three  months ended March 31, 2012 and 2011(unaudited),

F-4 Condensed Consolidated Statements of Cash Flows for the three  months ended March 31,  2012, and 2011 (unaudited);

F-5 Notes to Condensed Consolidated Financial Statements..

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  Operating results for the interim period ended March 31,  2012 are not necessarily indicative of the results that can be expected for the full year.

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E-WASTE SYSTEMS, INC.
(Formerly Dragon Beverage, Inc.)
Condensed Consolidated Balance Sheets
	SUCCESSOR COMPANY
	March 31,		December 31,
	2012		2011
	(unaudited)
ASSETS
CURRENT ASSETS
Cash	$	80,652	$	6,493
Accounts receivable		3,800		-
Inventory		13,665		17,000
Total Current Assets		98,117		23,493
PROPERTY & EQUIPMENT, Net		9,221		9,865
OTHER ASSETS
Deposits		4,405		4,405
Total Other Assets		4,405		4,405
TOTAL ASSETS	$	111,743	$	37,763
The accompanying notes are an integral part of these condensed consolidated financial statements.

F - 1

E-WASTE SYSTEMS, INC.
(Formerly Dragon Beverage, Inc.)
Condensed Consolidated Balance Sheets (Continued)
	SUCCESSOR COMPANY
	March 31,			December 31,
	2012			2011
	(unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Overdraft	$	-		$	-
Accounts payable and accrued expenses		101,128			204,092
Accrued expenses-related parties		699,784			530,308
Contingent consideration		-			291,999
Convertible notes payable, related parties		12,000			12,000
Convertible notes payable		-			73,500
Notes payable, related parties		-			50,240
Notes payable		175,000			-
Derivative liability		-			7,371
Total Current Liabilities		987,912			1,169,510
STOCKHOLDERS' DEFICIT
Preferred stock, 10,000,000 shares authorized
at par value of $0.001, -0- shares issued
and outstanding, respectively		-			1
Common stock, 190,000,000 shares authorized
at par value of $0.001, 101,154,926
shares issued and outstanding, respectively		101,155			100,765
Additional paid-in capital		814,319			213,706
Accumulated deficit		(1,791,643	)		(1,446,219	)
Total Stockholders' Equity (Deficit)		(876,169	)		(1,131,747	)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)	$	111,743		$	37,763
The accompanying notes are an integral part of these condensed consolidated financial statements.

F - 2

E-WASTE SYSTEMS, INC.
(Formerly Dragon Beverage, Inc.)
Condensed Consolidated Statements of Operations
	SUCCESSOR			PREDECESSOR
	COMPANY			COMPANY
	For the Three			For the Three
	Months Ended			Months Ended
	March 31,			March 31,
	2012			2011
	(unaudited)			(unaudited)
REVENUES	$	-		$	-
COST OF SALES		-			-
GROSS MARGIN		-			-
OPERATING EXPENSES
Officer and director compensation		187,800			-
Professional fees		50,709			-
Impairment expense		-			-
General and administrative		18,622			-
Total Operating Expenses		257,131			-
(LOSS)/INCOME FROM OPERATIONS		(257,131	)		-
OTHER EXPENSES
Interest expense		(5,090	)		-
Loss on settlement of contingent consideration		(66,672	)		-
Gain on derivative liability		7,371			-
Total Other Expenses		(64,391	)		-
(LOSS)/INCOME BEFORE INCOME TAXES		(321,522	)		-
PROVISION FOR INCOME TAXES		-			-
NET LOSS FROM CONTINUING OPERATIONS		(321,522	)		-
Net (loss)/income from discontinued operations		(23,902	)		9,429
Loss on disposal of discontinued operations		-			-
(Loss)/income from discontinued
operations, net of taxes		(23,902	)		9,429
NET (LOSS)/INCOME	$	(345,424	)	$	9,429
BASIC AND DILUTED LOSS PER SHARE
FROM CONTINUING OPERATIONS	$	(0.00	)	$	0.00
BASIC AND DILUTED (LOSS) INCOME PER
SHARE FROM DISCONTINUED OPERATIONS	$	(0.00	)	$	94.29
BASIC AND DILUTED WEIGHTED AVERAGE
NUMBER OF SHARES OUTSTANDING		100,834,956			100
The accompanying notes are an integral part of these condensed consolidated financial statements.

F - 3

E-WASTE SYSTEMS, INC.
(Formerly Dragon Beverage, Inc.)
Condensed Consolidated Statements of Cash Flows
	SUCCESSOR				PREDECESSOR
	COMPANY				COMPANY
	For the Three				For the Three
	Months Ended				Months Ended
	March 31,				March 31,
	2012				2011
	(unaudited)				(unaudited)
OPERATING ACTIVITIES
Net (loss)/income		$	(321,522	)	$	-
Adjustments to reconcile net loss to
net cash used by operating activities:
Depreciation			-			-
Expenses paid by shareholders on behalf of the Company			40,000			-
Loss on settlement of contingent consideration			66,671			-
Change in derivative liability			(7,371	)		-
Common stock issued for services			39,930			-
Changes to operating assets and liabilities:
Accounts receivable			-			-
Inventory			-			-
Accounts payable and accrued expenses			(105,357	)		-
Accrued expenses, related parties			189,214			-
Net Cash Used in Continuing Operating Activities			(87,135	)		-
Net Cash Used in Discontinued Operating Activities			(15,706	)		9,429
Net Cash Used in Operating Activities			(102,841	)		9,429
INVESTING ACTIVITIES			-			-
FINANCING ACTIVITIES
Proceeds from notes issued			175,000			-
Proceeds from contributed capital			2,000			-
Net Cash Provided by Continuing Financing Activities			177,000			-
Net Cash Provided by Discontinued Financing Activities			-			-
Net Cash Provided by Financing Activities			177,000			-
NET INCREASE IN CASH			74,159			9,429
CASH AT BEGINNING OF PERIOD			6,493			56
CASH AT END OF PERIOD		$	80,652		$	9,485
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION
CASH PAID FOR:
Interest		$	230		$	-
Income Taxes		$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Fixed assets received as contributed capital		$	-		$	-
Common stock issued for conversion of notes payable		$	140,664		$	-
Common stock issued for conversion of preferred stock
and settlement of deferred consideration		$	378,409		$	-
The accompanying notes are an integral part of these condensed consolidated financial statements.

F - 4

E-WASTE SYSTEMS, INC.

Notes to Condensed Consolidated Financial Statements

March 31, 2012 and December 31, 2011

(Unaudited)

NOTE 1 – CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying condensed consolidated financial statements have been presented by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2012, and for all periods presented herein, have been made.

The condensed consolidated financial statements have been presented for the three months ended March, 31, 2011 in response to comments received from the Securities and Exchange Commission to furnish predecessor financial statements of E-Waste Systems (Ohio), Inc. (the “Predecessor”), in accordance with Regulation S-X 8-02 by including (i) unaudited financial statements of the Predecessor for the three months ended March 31, 2011 and (ii) a discussion of the Predecessor’s financial condition and results of operations for the three months ended March 31, 2011.

Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed consolidated financial statements be read in conjunction with the condensed financial statements and notes thereto included in the Company’s audited consolidated financial statements.  The results of operations for the periods ended March 31, 2012 and 2011 are not necessarily indicative of the operating results for the full years.

NOTE 2 - GOING CONCERN

The Company's consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Reclassifications

Certain balances in previously issued financial statements have been reclassified to be consistent with current period presentation.

F - 5

E-WASTE SYSTEMS, INC.

Notes to Condensed Consolidated Financial Statements

March 31, 2012 and December 31, 2011

(Unaudited)

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements

The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position, or statements.

Use of 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 at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

NOTE 4 - RELATED PARTY NOTES PAYABLE

From time to time the Company has received funds from related parties to fund operations.  The notes bear interest at 12 percent, are unsecured and are due on demand.  As of December 31, 2011, the Company had a principal balance outstanding on its single related party note payable of $50,240.  During the three months ended March 31, 2012, the Company recognized $2,540 of interest expense on this related party note payable.

On March 7, 2012, the Company satisfied its obligations with respect to the related party note payable through the issuance of 28,335 shares of common stock.  The number of shares issued and the resultant gain on conversion has been recognized in the consolidated statement of operations for the three months ended March 31, 2012 and is  based on the trading price of the Company’s common stock, which was $1.50, on the date of conversion.

NOTE 5 – CONVERTIBLE NOTES PAYABLE

Non-related Parties

On May 2, 2011 the Company borrowed $73,500 from an unrelated third party entity in the form of a convertible note, $13,000 of which was received in cash and $60,500 of which was received in the form of operating expenses paid on behalf of the Company by the creditor.  The note bore interest at a rate of 12 percent per annum, with principal and interest due in full on January 2, 2012.

The principal balance of the note along with accrued interest was convertible at any time, at the option of the note holder, into the Company's common stock at a price of 10 percent below the current market price, the current market price being defined as the average of the daily closing prices per share for the previous 30 days on the date of conversion.  For purposes of the note, “current market price” was defined as the average of the lowest three daily closing prices per share for the five business days prior to the date of conversion.

F - 6

E-WASTE SYSTEMS, INC.

Notes to Condensed Consolidated Financial Statements

March 31, 2012 and December 31, 2011

(Unaudited)

NOTE 5 – CONVERTIBLE NOTES PAYABLE (CONTINUED)

Non-related Parties (Continued)

On March 7, 2012, the Company satisfied its obligations with respect to this related party note payable through the issuance of 43,193 shares of common stock.  The number of shares issued and the resultant gain on conversion has been recognized in the consolidated statement of operations for the three months ended March 31, 2012 and is based on the trading price of the Company’s common stock, which was $1.50, on the date of conversion.  Prior to conversion the Company recognized $8,749 of interest expense on this convertible note payable.  The Company recognized a gain on derivative liability in the amount of $7,371 as of conversion of the convertible note payable.

Related Parties

On October 28, 2011 the Company received $12,000 in cash from a related party in exchange for a convertible note payable.  The note accrues interest at 12 percent and is due twelve months from the date of origination or December 28, 2012.  The principal balance of the note along with accrued interest is convertible at any time, at the option of the note holder, into the Company's common stock on or before the maturity date at a price of $0.25 per share. During the three months ended March 31, 2012, the Company recognized $359 of interest expense on this related party convertible note payable leaving a balance in accrued interest of $612 as of March 31, 2012.

NOTE 6 – NOTES PAYABLE

During February 2012 the Company borrowed $75,000 from an unrelated third party entity in the form of a promissory note. The note bears interest at 14 percent, is unsecured and due on demand. During the three months ended March 31, 2012, the Company recognized $1,398 of interest expense on this note payable leaving a balance in accrued interest of $1,398 as of March 31, 2012.

In addition, during February 2012, the Company’s 100 per cent subsidiary, E-Waste Systems (Ohio), Inc. borrowed $100,000 from an unrelated third party in the form of a promissory note. The funds are to support the working capital requirements of the business and specifically, the procurement of electronic waste for refurbishment or recycling. As of March 31, 2012, approximately $17,000 of the funds lent had been applied to purchase feed stocks for the Company’s operations. The promissory note accrues interest at 14 percent and is due twelve months from the date of origination.  During the three months ended March 31, 2012, the Company recognized $1,415 of interest expense and made payments on accrued interest of $230 on this promissory note leaving a balance in accrued interest of $1,185 as of March 31, 2012.

NOTE 7 – COMMON STOCK

As described in Note 4, on March 7, 2012, the Company satisfied its obligations with respect to a related and non-related party notes payable through the issuance of 71,528 shares of common stock.  The number of shares issued was based on the trading price of the Company’s common stock, which was $1.50, on the date of conversion.  The difference between the fair value of the stock issued and the face value of the related party debt converted has been recorded as additional paid-in capital on the consolidated statement of stockholders’ deficit.

F - 7

E-WASTE SYSTEMS, INC.

Notes to Condensed Consolidated Financial Statements

March 31, 2012 and December 31, 2011

(Unaudited)

NOTE 7 – COMMON STOCK (CONTINUED)

On March 22, 2012, the Company reached a settlement agreement with the selling shareholder of E-Waste Systems of Ohio, Inc. (formerly Tech Disposal, Inc.) wherein the Company agreed that the liability for the contingent consideration estimated at the time of acquisition of $388,000 would be settled through the issuance of common stock.  The number of shares issued was  293,341,based on the trading price of the Company’s common stock on the date the agreement was executed.

As part of the same settlement agreement, the parties also agreed to the conversion and early redemption of 400 shares of series A convertible preferred stock, each with a face value of $100 and the termination of a consulting agreement between the Company and the shareholder through the issuance of common stock in the amount$54,000 of outstanding accrued liabilities..  Taking into account both their conversion and early redemption features, the value to be converted into shares of common stock, in respect of the 400 shares of series A preferred stock, was $48,400.  The numbers of shares of common stock, therefore, issued in respect of the conversion and early redemption of the series A preferred stock and the termination of the consulting agreement were 28,951 and 32,301, respectively, based on the trading price of the company’s common stock on the date the agreement was executed.

During the three months ended March 31, 2012, the Company issued 25,433 shares of common stock at $1.57 per share for services valued at $39,929.  The value of shares issued for services was based on the trading price of Company’s common stock on the date of issuance.

NOTE 8 – SUBSEQUENT EVENTS AND RESTATEMENT

After almost 12 months of sustained losses from operations, management reached the conclusion it was unable to deliver on the objectives it had set for the business operations it acquired with its purchase of Tech Disposal Inc. (renamed E-Waste Systems (OHIO) [“EWSO”]) on October 14, 2011. The principal barriers to success that management encountered derived from significant difficulties in directing day-to-day operations from its base in the United Kingdom together with an inability to understand fully, and therefore engage commercially with, the business channels through which EWSO’s primary activities, involving imaging equipment, were conducted. The most immediate impact of the adverse commercial and operational performance described above was cash generation in amounts that were consistently insufficient to cover the operational expenses of EWSO and the cost of servicing the promissory note it issued in February 2012.

Accordingly, on September 20, 2012, EWSO completed the physical transfer of its business and assets to Two Fat Greeks, LLC, a company controlled by Mr. George Pardos, who founded TDI in March 2010 and is also a shareholder in E-Waste Systems, Inc. In connection with this transfer, EWSO expects to assign its lease on the premises at 1033 Brentnell Avenue, Columbus, Ohio to Two Fat Greeks, LLC.  In the meantime, EWSO has re-located to premises at Refugee Road, Columbus, Ohio from where it has plans to re-establish a base of operations offering recycling and end-of-life services to owners and operators of electronic that no longer fulfills the purpose for which it was originally purchased.  We cannot guarantee that we will be successful in re-establishing our operations.

As consideration, for this transfer of business and assets, Two Fat Greeks LLC has agreed to pay $65,000 to E-Waste Systems (Ohio),, Inc. in due course.  There is significant doubt as to the collectability of this receivable.  The transferred business and assets of E-Waste Systems (Ohio), Inc. have been presented as discontinued operations in these financial statements.

F - 8

E-WASTE SYSTEMS, INC.

Notes to Condensed Consolidated Financial Statements

March 31, 2012 and December 31, 2011

(Unaudited)

NOTE 8 – SUBSEQUENT EVENTS AND RESTATEMENT (CONTINUED)

The consolidated financial statements have also been restated for the year ended December 31, 2011 in response to comments received from Securities and Exchange Commission to furnish predecessor financial statements of Tech Disposal, Inc. (the ”Predecessor”), in accordance with Regulation S-X 8-02 by including (i) audited financial statements of the Predecessor for the year ended December 31, 2010, and for the period from inception on March 26, 2010 through October 13, 2011, the date Predecessor was acquired by the Company, and (ii) a discussion of the Predecessor’s financial condition and results of operations for the year ended December 31, 2010, and for the period from inception on March 26, 2010 through October 13, 2011.

	December 31, 2011
	As Filed			Adjustments			As Restated
Cash	$	565		$	(509	)	$	56
Property and equipment		-			10,091			10,091
Deposits		-			2,500			2,500
Accounts payable and accrued expenses		26,185			(26,185	)		-
Notes payable, related parties		13,877			(13,877	)		-
Common stock		100,000			(99,900	)		100
Additional paid-in capital		(92,000	)		145,775			53,775
Accumulated deficit		(47,497	)		6,269			(41,228	)
Revenues		-			1,900			1,900
Cost of sales		-			2,519			2,519
Officer and director compensation		-			7,633			7,633
Impairment expense		-			11,400			11,400
General and administrative		34,498			12,922			21,576
Interest expense		(930	)		930			-
Net loss		(35,428	)		(5,800	)		(41,228	)
Loss per share	$	(0.00	)		(412.28	)	$	(412.28	)

F - 9

EXPLANATORY NOTE: The 10-Q for the quarter ended March 31, 2012 has been restated in response to comments received from the Securities and Exchange Commission to furnish predecessor financial statements from Tech Disposal, Inc. (the “Predecessor”) in accordance with Regulation S-X 8-02 by including (i) audited financial statements of the Predecessor for the year ended December 31, 2011, and unaudited financial statements for the periods January 1, 2012 through March 31,2012, and January 1, 2011 through March 31, 2011, and (ii) a discussion of the Predecessor’s financial condition and results of operations for the quarters ended March 31, 2012 and March 31, 2011, respectively.

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Caution Regarding Forward-Looking Statements

This Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “may,” “should,” “could,” “will,” “plan,” “future,” “continue,” and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements.  These forward-looking statements are based largely on our expectations or forecasts of future events, can be affected by inaccurate assumptions, and are subject to various business risks and known and unknown uncertainties, a number of which are beyond our control.  Therefore, actual results could differ materially from the forward-looking statements contained in this document, and readers are cautioned not to place undue reliance on such forward-looking statements.  We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.  A wide variety of factors could cause or contribute to such differences and could adversely impact revenues, profitability, cash flows and capital needs.  There can be no assurance that the forward-looking statements contained in this document will, in fact, transpire or prove to be accurate.

Factors that could cause or contribute to our actual results differing materially from those discussed herein or for our stock price to be adversely affected include, but are not limited to:

·   general economic conditions;

·   risk that we will not be able to remediate identified material weaknesses in our disclosure controls and procedures;

·    risk that we are unable to successfully integrate our recently completed, first acquisition, Tech Disposal, Inc. (‘TDI”)

·   risk that we might be subject to claims relating to the validity of the sale to us of TDI’s stock;

·   uncertainty as to whether TDI will be able to maintain and expand its current supplier and customer base;

·   risk that we will not be able to obtain the financing required to complete the proposed acquisition of Laptop Service Center, LLC d/b/a Computer Systems Solutions, a Pennsylvania limited liability company, and Surf Investments, Ltd. d/b/a CPU, a California corporation;

·   risks related to failure to obtain adequate financing on a timely basis and on acceptable terms to fully implement our business plan;

·   the uncertainty of profitability based upon our history of losses;

·   our pursuit of operations in an emerging market with uncertainty as to market acceptance of our products and services;

·   risk that we cannot attract, retain and motivate qualified personnel;

·   our dependence on key personnel;

·   competition from larger, more established companies with far greater economic and human resources;

·   possible issuance of common stock to raise adequate financing that may dilute the interest of stockholders;

·   future sale of a substantial number of shares of our common stock that could depress the trading price of our common stock, lower our value and make it more difficult for us to raise capital;

·   risk that the floating conversion price for our Series A Convertible Preferred Stock may lead to significant shareholder dilution and a corresponding drop in the market price of common stock;

·   our nonpayment of dividends and lack of plans to pay dividends in the future;

·   we are unable to keep current with all of our SEC filings and therefore undermine our status as smaller reporting company.

- 4 -

The forgoing list is not an exhaustive list of the factors that may affect any of our forward-looking statements.  These and other factors, such as those discussed in our Current Report on Form 8-K filed on October 20, 2011, which are incorporated herein by reference, could affect the our actual results and should be considered carefully.

With respect to this discussion, the terms “EWSI,” the “Company,” “we,” “us,” and “our” refer to E-Waste Systems, Inc. and the term “EWSO” refers to E-Waste Systems (Ohio), Inc. (formerly known as Tech Disposal, Inc.)  This discussion and analysis should be read in conjunction with the financial statements and notes, and other financial information included in this quarterly report.

Company Overview

We were incorporated in the State of Nevada under the name Dragon Beverage, Inc. on December 19, 2008 for the purpose of developing, producing and selling energy drink beverages.

We were not successful in implementing this business plan primarily because of our inability to secure sufficient financing in order to be able to execute on this business plan.  In May 2011, our management determined that it was necessary to reassess our current direction and evaluate pursing other opportunities which management believed would be more attractive to secure the financing required to commence operations.   In connection with this assessment, we determined to suspend our plan of developing, producing and selling energy drink beverages in order to pursue becoming a provider of waste electric and electronic equipment processing services.  In May 2011, we changed our name to “E-Waste Systems, Inc.” to better reflect this new direction for our company and began, with the assistance of a new management team, to pursue acquisitions of providers of waste electric and electronic equipment processing services.  

Business

On October 14, 2011, we completed our acquisition of TDI through our purchase of all of the issued and outstanding capital stock of TDI.  As a result of the Transaction, TDI became our wholly owned subsidiary and we assumed the business operations of TDI, which has been renamed EWSO. Following the Transaction, the business of EWSO constituted all of our operations.

After almost 12 months of sustained losses from operations, management reached the conclusion it was unable to deliver on the objectives it had set for the business operations it acquired with its purchase of TDI on October 14, 2011. Accordingly, on September 20, 2012, EWSO completed the physical transfer of its business and assets to Two Fat Greeks, LLC, a company controlled by Mr. George Pardos, who founded TDI in March 2010 and is also a shareholder in E-Waste Systems, Inc.

We cannot guarantee that well will be successful in our operations.  Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern in the independent registered public accounting firm’s report to the financial statements for the year ended December 31, 2011. If our business fails, the investors may face a complete loss of their investment.

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Strategy

Our business plan is based principally on the achievement of growth through a series of targeted acquisitions of carefully selected businesses in order to create a platform that is designed with the intent of building a globally integrated business that unifies the rapidly emerging Waste Electrical and Electronic Equipment (“WEEE”) industry.  We believe the development of an integrated business will enable us to successfully engage in (i) recycling of end-of-life electronics; (ii) recycling of excess inventories and obsolete parts; (iii) destruction of hard drive data; (iv) direct refining of materials; and (v) customized reporting and certification.  If we are successful in creating these platforms, we believe we will benefit from having developed the ability to concentrate people and resources, share knowledge and best practice, improve logistics and realize other cost driven synergies.

The execution of our business plan is predicated on our ability to secure sufficient financing.  As of the filing date of this report, our cash on hand is insufficient for us to be able to fully implement our business plan to grow through acquisitions.  Accordingly, we must obtain additional financing in order to maintain operations.   In the absence of such financing, we could potentially be forced to cease operations, liquidate assets, seek additional capital on less favorable terms and/or pursue other remedial measures.  

Our Strategy in the Next 12 Months

Our management developed a plan governing the processes to be deployed for the first weeks and months following closing of the acquisition of EWSO, elements of which are described in the following paragraphs.

EWSO has moved to new, larger premises to accommodate a larger inventory.  This resulted from new vendor relationships such as with Toshiba, with the Columbus School Board, with GE Capital, with Solid Waste Authority of Central Ohio, and with Tech Columbus.

Management has organized a series of promotional activities to raise awareness and to increase sales, including a new and expanded website, press releases and interviews for newspapers and magazines, email marketing to the data base of contacts obtained in the acquisition and retaining of key individuals with significant business development expertise.

In February 2012, management secured a financing facility in the form of a single 12 month promissory note for $100,000, to which an annual interest cost of 14% applies, which facility provides working capital to be used exclusively for the purchase of electrical and electronic waste for feedstock to our Columbus based operation.

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Factors impacting EWSI’s Consolidated Results of Operations

The principal factors that impact our past and future results of operations include:

·   Availability of feedstock volumes. We do not have any formal contracts with our suppliers of feedstock batches. There is no mechanism in place that effectively underpins our access to a regular, predictable volume of feedstock each week/month. Our revenue streams are all dependent on batches of used electronic equipment being available to fuel the repair, refurbishment and spare parts recovery processes from which the revenue base is derived.

·   Demand for second-hand electronic equipment. Our revenue, operating results and investment in working capital depend on the level of demand for second-hand electronic equipment that has been repaired and/or refurbished together with a requirement for recovered spare parts that can be used in repair and refurbishment operations.  We will usually have concluded an agreement or be in advanced negotiations to sell our repaired and refurbished units before we commit to buying feedstock batches. This careful management of the profits and cash cycles will be disrupted if demand for used electronics were to sharply decline for any reason including businesses and consumers curtailing their investment in new equipment in response to changes in economic conditions.

·   Market prices for certain commodities. Our business is affected by changes in the market prices of certain traded commodities, notably those precious metals that are used to manufacture key components found in electronic equipment today. Movements in the prices at which these commodities are traded influences the prices at various stages of the reverse supply chain for electronic goods, including the prices that we negotiate to acquire our feedstock volumes and the value we are able to extract from the residual scrap remaining at the end of our repair, refurbishment and spare parts recovery processes.

·   Regulatory changes. The businesses that derive their revenue and profits from handling electronic waste in the United States are exposed to increasingly pervasive legislative and regulatory regimes at both Federal and State levels of government. Each time the legal or regulatory  environment changes it is likely that incremental cost is added to the reverse supply chain, which in turn implies that all participants in that supply chain will observe an increase in their operating cost base, which depending on their leverage may, or may not, be capable of being passed on downstream. We operate in the State of Ohio, where there is proposed legislation being prepared with the purpose of controlling more stringently the behavior of the reverse supply chain for electronic goods.

·   General and administrative costs. Our business is still very young and at the beginning of its pursuit of organic and external growth. In order to execute on any strategy for growth, we expect to have to further increase its general and administrative overheads cost base. Our results from operations will be adversely impacted if these additional overhead costs are incurred before the growth in revenue is received.

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Consolidated Results of Operations for E-Waste Systems, Inc.

Three Months Ended March 31, 2012 Compared to Three Months Ended March 31, 2011

Revenues-Discontinued Operations

We generated revenue of $34,816 during the three months ended March 31, 2012, compared with $39,902 during the three months ended March 31, 2011.  Sales realized during the three months ended March 31, 2012 are primarily attributable to repaired and refurbished photocopiers and personal computers sold into the second hand market place together with earnings derived from sales of electronic scrap collected at the end of our repair, refurbishment and spare parts recovery processes.  Sales decreased somewhat during the three months ended March 31, 2012 compared with the same period last year because we were unable to gain access to the same volumes of end-of-life imaging equipment that management of our predecessor was able to secure during 2011.

Cost of Sales-Discontinued Operations

Cost of sales for the three months ended March 31, 2012 amounted to $28,969, compared with $12,730 for the three months ended March 31, 2011.  Costs of sales during the three months ended March 31, 2012 were comprised primarily of the cost of acquiring batches of used electronic equipment together with the labor cost incurred in processing them. Costs of sales during the three months ended March 31, 2011 were comprised primarily of the cost of acquiring batches of used electronic equipment together with the labor cost incurred in processing them.  The decreased cost of sales during the three months ended September 30, 2011 compared with the same period of 2012 is because our predecessor was able to acquire end-of-life equipment at significantly lower cost than we have been able to during the current quarter.

Gross Profit-Discontinued Operations

Gross profit for the three months ended March 31, 2012 was $5,847, or 16.8% of revenues, compared to gross profit of $27,172, or approximately 68.1% of revenues, for the three months ended March 31, 2011.

Operating Expenses-Continuing Operations

We incurred operating expenses of $257,131 for the three months ended March 31, 2012.  Our operating expenses for the three months ended March 31, 2012 consisted of directors’ and officers’ accrued compensation, professional fees and general and administrative expenses.

We anticipate that our operating expenses will continue to increase as we seek to increase the scale and range of services our business can offer to our customers.

Operating Expenses-Discontinued Operations

We incurred operating expenses of $28,334 for the three months ended March 31, 2012, as compared to operating expenses of $17,745 for the three months ended March 31, 2011.  Our operating expenses for the three months ended March 31, 2012 consisted of labor, depreciation and general and administrative expenses, including rent for our Columbus, Ohio facility.  The increase in our operating expenses for the three months ended March 31, 2012 compared with the same period during 2011 is primarily attributable to us incurring costs related to integrating our predecessor acquired on October 14, 2011.

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Other Items-Continuing Operations

We incurred other expenses of $64,391 for the three months ended March 31, 2012.  Other income and expenses are comprised of interest expense on demand notes payable and both the interest on, as well as the gains and losses associated with a derivative liability attaching to, our convertible debt, as well as a loss on the settlement of contingent  consideration.

Other Items-Discontinued Operations

We incurred interest expense of $1,415 for the three months ended March 31, 2012, as compared with other expenses of $0 for the same period ended March 31, 2011.

Net Income (Loss)-Continuing Operations

As a result of the above, we reported a net loss of $321,522 for the three months ended March 31, 2012.

Net Income (Loss)-Discontinued Operations

As a result of the above, for the three months ended March 31, 2012 and 2011, we reported a net loss of $23,902 and net income of $9,429, respectively.

Liquidity and Capital Resources

As of March 31, 2012, our consolidated balance sheet presented total current assets of $98,117 and total current liabilities of $987,912, which resulted in a working capital deficit of $889,795.  EWSI generated consolidated revenue from continuing operations during the three months ended March 31, 2012 that fell short of its consolidated operating expenses from continuing operations over the same period by $257,131.  

To date, we have relied upon issuances of unsecured notes to finance our operations and help us meet our short-term obligations.  There is no assurance that we will be able to continue to issue notes to finance our short-term obligations.  Our present capital resources are insufficient to implement our business plan, which includes meeting our contractual obligations described below.  Over the next twelve months we anticipate incurring expenditures of approximately $600,000 to implement our business plan, exclusive of approximately $150,000 in ongoing operating expenses per month for the next twelve months, for total anticipated expenditures of approximately $2,400,000 over the coming twelve months.  The operating expenses for the year will consist primarily of compensation for senior management, professional fees for the audit and legal work relating to our regulatory filings throughout the year, as well as transfer agent fees, travel and general office expenses.  Our current cash on hand is insufficient to make our planned expenditures and to pay for our general operating expenses over the next twelve months.  Accordingly, we must obtain additional financing in order to continue to implement our business plan during and beyond the next twelve months.  

We believe that debt financing will not be an alternative for funding as we have limited tangible assets to secure any debt financing. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock.  We are currently seeking additional funding in the form of equity financing from the sale of our common stock, but cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to implement our business plan. Additional equity financings could result in significant dilution to our stockholders.  In the absence of such financing, we will not be able to implement our business plan or pursue any acquisition.  If we are unable to raise additional capital in the near future, we will experience liquidity problems and management expects that we will need to curtail operations, liquidate assets, seek additional capital on less favorable terms and/or pursue other remedial measures.

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Contractual obligations

Convertible Notes.  On November 21, 2011, we issued an amended and restated convertible note, which we previously issued on May 2, 2011, in the principal amount of $73,500.  As initially executed on May 2, 2011, the principal amount of $73,500 evidenced by this convertible note together with interest accruing in the amount of 12% per annum was to be paid in full on November 2, 2011 (the “Maturity Date”).  The Maturity Date of this convertible note, as amended and restated, has been extended to January 2, 2012.  The principal amount together with interest on each of the foregoing notes may be converted into shares of common stock at the option of the investor at a conversion price equal to the volume weighted average price per common share during the 10 days prior to the conversion taking effect. On March 13, 2012 this note was converted into Forty-Five Thousand One Hundred Ninety-Three (45,193) shares of common stock. A second convertible note was issued to a related party on October 28, 2011, in the principal amount of $12,000. The holder of the note is entitled to receive interest on the principal amount at a rate of 12% per annum. This note becomes due for repayment on October 28, 2012 (the “Maturity Date”). On or before the Maturity Date, if not previously paid in full, this note is convertible into shares of common stock, at the option of the holder.  Unpaid principal and interest on this note is convertible into shares at a price of $0.25 per share.

Demand Notes.  As of December 31, 2011, we had liabilities of $50,240, which amount is evidenced by a single promissory note, dated September 15, 2011, payable on demand. On March 13, 2012 the lender and borrower agreed to convert this note into Twenty-Eight Thousand Three Hundred Thirty-Five (28,335) shares of the Company’s common stock.During February 2012 we borrowed $75,000 from an unrelated third party in the form of an unsecured demand note bearing interest at 14 per cent. In addition, during February, we also borrowed $100,000 from unrelated third party in the form of a promissory note. The funds are to support the working capital requirements of the business and specifically, the procurement of electronic waste for refurbishment or recycling. As of March 31, 2012, approximately $17,000 of the funds lent had been applied to purchase feed stocks for the Company’s operations, based in Columbus, Ohio. The promissory note accrues interest at 14 per cent and is due twelve months from the date of its issue.

Lease Commitments. We have contractual obligations to make future payments under a lease agreement for the premises occupied by EWSO and from where we conduct our operations. The building in which the leased premises are located is known as 1033 Brentnell Avenue, Columbus, Ohio 43219. The minimum annual rentals payable under the terms of the lease contract amount to $50,400. The lease is for a term of 36 months ending November 30, 2014, and contains a break clause which may be exercised at the lessee’s option on or after November 30, 2013.

Consolidated Cash Used in Operating Activities

Continuing operating activities in the three months ended March 31, 2012 used cash of $98,435, which is a reflection of the corresponding period’s operating results.  Our consolidated net loss from continuing operations reported for three months ended March 31, 2012 of $321,522 was the primary reason for our negative operating cash flow.  The impact of our consolidated net loss from continuing operations on our consolidated operating cash flow for the nine months ended March 31, 2012 was substantially offset by increases in accrued compensation for directors and officers of $189,214, expenses paid by shareholders on the Company’s behalf of $40,000 and professional services received by the Company amounting to $39,930, which were paid for with shares of common stock and compounded by a reduction in accounts payable and accrued expenses of $105,357.

Discontinued operations in the three months ended March 31, 2012 and 2011 used and generated cash of $4,406 and $9,429, respectively.

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Consolidated Cash Used in Investing Activities

We did not use any cash in investing for the three months ended March 31, 2012 or 2011.

Consolidated Cash from Financing Activities

We have financed our operations primarily from loans made to the company.  Consolidated net cash flow provided by continuing financing activities for the three months ended March 31, 2012 was $177,000, which consisted of $175,000 in proceeds received from notes payable and a $2,000 capital contribution.

Net cash flow provided by discontinued financing activities for the three months ended March 31, 2012 and 2011 was $-0- and $-0-, respectively.

Off Balance Sheet Arrangements

As of March 31, 2012, there were no off balance sheet arrangements.

Going Concern

Our financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. We have not yet established an on-going source of revenues sufficient to cover our operating costs and allow us to continue as a going concern. Our ability to continue as a going concern is dependent on us obtaining adequate capital to fund operating losses until we become profitable. If we are unable to obtain adequate capital, we could be forced to cease operations.

In order to continue as a going concern, we will need, among other things, additional capital resources. Management’s plan is to obtain such resources for us by obtaining capital from management and significant shareholders sufficient to meet our minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that we will be successful in accomplishing any of our plans.

Our ability to continue as a going concern is dependent upon our ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Critical Accounting Policies

Our financial statements have been prepared in conformity with GAAP. For a full description of our accounting policies as required by GAAP, refer to our consolidated financial statements for the year ended December 31, 2011, that are included in this Annual Report on Form 10-K. We consider certain accounting policies to be critical to an understanding of our consolidated financial statements because their application requires significant judgment and reliance on estimations of matters that are inherently uncertain. The specific risks related to these critical accounting policies are described in our consolidated financial statements for the year ended December 31, 2011.

Item 3.     Quantitative and Qualitative Disclosures about Market Risk

(Not Applicable)

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Item 4.     Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of March 31, 2012.  This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer, Mr. Martin Nielson and Chief Financial Officer, Mr. Steven Hollinshead.  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2012, our disclosure controls and procedures are not effective.  Our conclusion is based primarily on our failure to timely disclose in our reports filed or submitted under the Exchange Act certain material direct financial obligations resulting from the issuance of demand promissory notes and unregistered convertible notes which were disclosed in our report on Form 8-K filed on November 18, 2011. In addition, we were late in making the necessary disclosures on Form 8-K concerning: (i) a demand for repayment received from one of our third-party note holders; and (ii) the transfer of our business and assets to a related party. We are in the process of considering changes in our disclosure controls and procedures.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Changes in Internal Control over Financial Reporting

During the quarter ended March 31, 2012, there have been no changes to our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of March 31, 2012 based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of March 31, 2012, our internal control over financial reporting was not effective. Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with limited staff to carry out administrative duties: (i) inadequate segregation of duties and effective risk assessment; (ii) inadequate controls to safeguard our inventory and other tangible assets; (iii) inadequate controls over the authorization of payments and transfers from our bank accounts and (iv) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending December 31, 2012: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

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Remediation of Material Weakness

We are unable to remedy our controls related to the inadequate segregation of duties and ineffective risk management until we receive financing to hire additional employees and upgrade both the applications and information technology environment that we make use of for financial reporting and control purposes.

Limitations on the Effectiveness of Internal Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

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PART II – OTHER INFORMATION

Item 1.     Legal Proceedings

We are not a party to any pending legal proceeding, and we are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A.  Risk Factors

We have determined that our disclosure controls and procedures are currently not effective. The lack of effective disclosure controls and procedures could materially adversely affect our financial condition and ability to carry out our business plan.

As discussed in Part I, Item 4, “Controls and Procedures”, our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. At March 31, 2012, because of our failure to timely disclose in our reports filed or submitted under the Exchange Act certain material direct financial obligations resulting from the issuance of demand promissory notes and unregistered convertible notes which were disclosed in our report on Form 8-K filed on November 18, 2011, concluded that our disclosure controls and procedures were not effective. Ineffective disclosure controls and procedures may materially adversely affect our ability to report accurately our financial condition and results of operations in the future in a timely and reliable manner. In addition, we cannot assure you that we will not discover additional weaknesses in our disclosure controls and procedures. Any such additional weakness or failure to remediate the existing weakness could adversely affect our financial condition or ability to comply with applicable financial reporting requirements.

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds

During the reporting period, we issued 25,433 shares of our common stock to an advisor for services rendered.  These shares were offered and sold in a private transaction and issued in reliance on the exemption provided by Section 4(2) of the Securities Act.  We did not engage in any general solicitation or advertising in relation to the issuance of these shares.  These shares have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Item 3.     Defaults upon Senior Securities

Notes 6 and 7 to our condensed consolidated financial statements record our current defaults on the terms of loan notes that we have issued since October 2011.

Item 4.     Removed and Reserved

Item 5.     Other Information

EWSO (formerly Tech Disposal, Inc. [“TDI”])

After almost 12 months of sustained losses from operations, management reached the conclusion it was unable to deliver on the objectives it had set for the business operations it acquired with its purchase of TDI on October 14, 2011. The principal barriers to success that management encountered derived from significant difficulties in directing day-to-day operations from its base in the United Kingdom together with an inability to understand fully, and therefore engage commercially with, the business channels through which EWSO’s primary activities, involving imaging equipment, were conducted. The most immediate impact of the adverse commercial and operational performance described above was cash generation in amounts that were consistently insufficient to cover the operational expenses of EWSO and the cost of servicing the promissory note it issued in February 2012. Accordingly, on September 20, 2012, EWSO completed the physical transfer of its business and assets to Two Fat Greeks, LLC, a company controlled by Mr. George Pardos, who founded TDI in March 2010 and is also a shareholder in E-Waste Systems, Inc. In connection with this transfer, EWSO expects to assign its lease on the premises at 1033 Brentnell Avenue, Columbus, Ohio to Two Fat Greeks, LLC.  In consideration for the transfer of its business and assets, Two Fat Greeks, LLC has agreed to pay EWSO the sum of $65,000 in due course.  Substantial doubt exists as to the collectability of this amount.

Item 6.      Exhibits

See the Exhibit Index following the signatures page of this report, which is incorporated herein by reference.

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SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	E-Waste Systems, Inc.
Date:	March 7, 2013
By:	/s/  Martin Nielson
	Martin Nielson
Title:	President, Chief Executive Officer and Director
Date:	March 7, 2013
By:	/s/  David Severson
	David Severson
Title:	Chief Financial Officer

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E-Waste Systems, Inc.

(the “Registrant”)

(Commission File No. 333-165863)

Exhibit Index

To Quarterly Report on Form 10-Q

for the Quarter Ended March 31, 2012

Exhibit Number	Description	Incorporated by Reference to:	Filed  Herewith
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		X
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		X
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		X
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		X
101.INS *	XBRL Instance Document		X
101.SCH *	XBRL Taxonomy Extension Schema Document		X
101.CAL *	XBRL Taxonomy Extension Calculation Linkbase Document		X
101.LAB *	XBRL Extension Labels Linkbase Document		X
101.PRE *	XBRL Taxonomy Extension Presentation Linkbase Document		X
101.DEF *	XBRL Taxonomy Extension Definition Linkbase Document		X

* In accordance with SEC rules, this interactive data file is deemed “furnished” and not “filed” for purposes of Sections 11 or 12 of the Securities Act of 1933 and Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under those sections or acts.

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EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Martin Nielson, certify that;

(1) I have reviewed this re-stated quarterly report on Form 10-Q/A of E-Waste Systems, Inc.;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(1) and 15d-15(f) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

(5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 7, 2013

 /s/      Martin Nielson                                                

By:      Martin Nielson

Title:   Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, David Severson, certify that;

(1) I have reviewed this re-stated quarterly report on Form 10-Q/A of E-Waste Systems, Inc.;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer(s) an I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(1) and 15d-15(f) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

(5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 7, 2013

  /s/     David Severson                                                

By:      David Severson

Title:   Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Re-stated Quarterly Report on Form 10-Q/A of E-Waste Systems, Inc. for the quarter ended March 31, 2012, I certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

(1)   the Re-stated Quarterly Report on Form 10-QA/ of E-Waste Systems, Inc. for the quarter ended March 31, 2012 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)   the information contained in the Re-stated Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2012, fairly presents in all material respects, the financial condition and results of operations of E-Waste Systems, Inc.

By:	/s/  Martin Nielson
Name:	Martin Nielson
Title:	Principal Executive Officer
Date:	March 7, 2013

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Re-stated Quarterly Report on Form 10-Q/A of E-Waste Systems, Inc. for the quarter ended March 31, 2012, I certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

(1)   the Re-stated Quarterly Report on Form 10-Q/A of E-Waste Systems, Inc. for the quarter ended March 31, 2012 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)   the information contained in the Re-stated Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2012, fairly presents in all material respects, the financial condition and results of operations of E-Waste Systems, Inc.

By:	/s/   David Severson
Name:	David Severson
Title:	Principal Financial Officer
Date:	March 7, 2013

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RELATED PARTY NOTES PAYABLE

3 Months Ended

Mar. 31, 2012

Related Party Transactions [Abstract]

RELATED PARTY NOTES PAYABLE

NOTE 4 - RELATED PARTY NOTES PAYABLE

From time to time the Company has received funds from related parties to fund operations.  The notes bear interest at 12 percent, are unsecured and are due on demand.  As of December 31, 2011, the Company had a principal balance outstanding on its single related party note payable of $50,240.  During the three months ended March 31, 2012, the Company recognized $2,540 of interest expense on this related party note payable.

On March 7, 2012, the Company satisfied its obligations with respect to the related party note payable through the issuance of 28,335 shares of common stock.  The number of shares issued and the resultant gain on conversion has been recognized in the consolidated statement of operations for the three months ended March 31, 2012 and is  based on the trading price of the Company’s common stock, which was $1.50, on the date of conversion.

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SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2012

Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Reclassifications

Certain balances in previously issued financial statements have been reclassified to be consistent with current period presentation.

Recent Accounting Pronouncements

The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position, or statements.

Use of 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 at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

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Condensed Consolidated Balance Sheets (USD $)	Mar. 31, 2012	Dec. 31, 2011
Statement of Financial Position [Abstract]
Cash	$ 80,652	$ 6,493
Accounts receivable	3,800
Inventory	13,665	17,000
Total Current Assets	98,117	23,493
PROPERTY & EQUIPMENT, Net	9,221	9,865
Deposits	4,405	4,405
Total Other Assets	4,405	4,405
TOTAL ASSETS	111,743	37,763
Overdraft
Accounts payable and accrued expenses	101,128	204,092
Accrued expenses-related parties	699,784	530,308
Contingent consideration		291,999
Convertible notes payable, related parties	12,000	12,000
Convertible notes payable		73,500
Notes payable, related parties		50,240
Notes payable	175,000
Derivative liability		7,371
Total Current Liabilities	987,912	1,169,510
Preferred stock, 10,000,000 shares authorized at par value of $0.001, -0- shares issued and outstanding, respectively		1
Common stock, 190,000,000 shares authorized at par value of $0.001, 101,154,926 shares issued and outstanding, respectively	101,155	100,765
Additional paid-in capital	814,319	213,706
Accumulated deficit	(1,791,643)	(1,446,219)
Total Stockholders' Equity (Deficit)	(876,169)	(1,131,747)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 111,743	$ 37,763

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CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

3 Months Ended

Mar. 31, 2012

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying condensed consolidated financial statements have been presented by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2012, and for all periods presented herein, have been made.

The condensed consolidated financial statements have been presented for the three months ended March, 31, 2011 in response to comments received from the Securities and Exchange Commission to furnish predecessor financial statements of E-Waste Systems (Ohio), Inc. (the “Predecessor”), in accordance with Regulation S-X 8-02 by including (i) unaudited financial statements of the Predecessor for the three months ended March 31, 2011 and (ii) a discussion of the Predecessor’s financial condition and results of operations for the three months ended March 31, 2011.

Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed consolidated financial statements be read in conjunction with the condensed financial statements and notes thereto included in the Company’s audited consolidated financial statements.  The results of operations for the periods ended March 31, 2012 and 2011 are not necessarily indicative of the operating results for the full years.

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GOING CONCERN

3 Months Ended

Mar. 31, 2012

Notes to Financial Statements

GOING CONCERN

NOTE 2 - GOING CONCERN

The Company's consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2012	Dec. 31, 2011
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	400
Preferred stock, shares outstanding	0	400
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	190,000,000	190,000,000
Common stock, shares issued	101,154,926	100,764,624
Common stock, shares outstanding	101,154,926	100,764,624

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Document and Entity Information	3 Months Ended
	Mar. 31, 2012	Oct. 19, 2012
Document And Entity Information
Entity Registrant Name	EWaste Systems, Inc.
Entity Central Index Key	0001488309
Document Type	10-Q
Document Period End Date	Mar. 31, 2012
Amendment Flag	true
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	No
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		103,154,926
Amendment Description	Restated Financials
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2012

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Condensed Consolidated Statements of Operations (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Income Statement [Abstract]
REVENUES
COST OF SALES
GROSS MARGIN
OPERATING EXPENSES
Officer and director compensation	187,800
Professional fees	50,709
Impairment expense
General and administrative	18,622
Total Operating Expenses	257,131
(LOSS)/INCOME FROM OPERATIONS	(257,131)
OTHER EXPENSES
Interest expense	(5,090)
Loss on settlement of contingent consideration	(66,672)
Gain on derivative liability	7,371
Total Other Expenses	(64,391)
(LOSS)/INCOME BEFORE INCOME TAXES	(321,522)
PROVISION FOR INCOME TAXES
NET LOSS FROM CONTINUING OPERATIONS	(321,522)
Net (loss)/income from discontinued operations	(23,902)	9,429
Loss on disposal of discontinued operations
(Loss)/income from discontinued operations, net of taxes	(23,902)	9,429
NET (LOSS)/INCOME	$ (345,424)	$ 9,429
BASIC AND DILUTED LOSS PER SHARE FROM CONTINUING OPERATIONS	$ 0.00	$ 0.00
BASIC AND DILUTED (LOSS) INCOME PER SHARE FROM DISCONTINUED OPERATIONS	$ 0.00	$ 94.29
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING	100,834,956	100

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COMMON STOCK

3 Months Ended

Mar. 31, 2012

Equity [Abstract]

COMMON STOCK

NOTE 7 – COMMON STOCK

As described in Note 4, on March 7, 2012, the Company satisfied its obligations with respect to a related and non-related party notes payable through the issuance of 71,528 shares of common stock.  The number of shares issued was based on the trading price of the Company’s common stock, which was $1.50, on the date of conversion.  The difference between the fair value of the stock issued and the face value of the related party debt converted has been recorded as additional paid-in capital on the consolidated statement of stockholders’ deficit.

On March 22, 2012, the Company reached a settlement agreement with the selling shareholder of E-Waste Systems of Ohio, Inc. (formerly Tech Disposal, Inc.) wherein the Company agreed that the liability for the contingent consideration estimated at the time of acquisition of $388,000 would be settled through the issuance of common stock.  The number of shares issued was  293,341,based on the trading price of the Company’s common stock on the date the agreement was executed.

As part of the same settlement agreement, the parties also agreed to the conversion and early redemption of 400 shares of series A convertible preferred stock, each with a face value of $100 and the termination of a consulting agreement between the Company and the shareholder through the issuance of common stock in the amount$54,000 of outstanding accrued liabilities..  Taking into account both their conversion and early redemption features, the value to be converted into shares of common stock, in respect of the 400 shares of series A preferred stock, was $48,400.  The numbers of shares of common stock, therefore, issued in respect of the conversion and early redemption of the series A preferred stock and the termination of the consulting agreement were 28,951 and 32,301, respectively, based on the trading price of the company’s common stock on the date the agreement was executed.

During the three months ended March 31, 2012, the Company issued 25,433 shares of common stock at $1.57 per share for services valued at $39,929.  The value of shares issued for services was based on the trading price of Company’s common stock on the date of issuance.

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NOTES PAYABLE

3 Months Ended

Mar. 31, 2012

Debt Disclosure [Abstract]

NOTES PAYABLE

NOTE 6 – NOTES PAYABLE

During February 2012 the Company borrowed $75,000 from an unrelated third party entity in the form of a promissory note. The note bears interest at 14 percent, is unsecured and due on demand. During the three months ended March 31, 2012, the Company recognized $1,398 of interest expense on this note payable leaving a balance in accrued interest of $1,398 as of March 31, 2012.

In addition, during February 2012, the Company’s 100 per cent subsidiary, E-Waste Systems (Ohio), Inc. borrowed $100,000 from an unrelated third party in the form of a promissory note. The funds are to support the working capital requirements of the business and specifically, the procurement of electronic waste for refurbishment or recycling. As of March 31, 2012, approximately $17,000 of the funds lent had been applied to purchase feed stocks for the Company’s operations. The promissory note accrues interest at 14 percent and is due twelve months from the date of origination.  During the three months ended March 31, 2012, the Company recognized $1,415 of interest expense and made payments on accrued interest of $230 on this promissory note leaving a balance in accrued interest of $1,185 as of March 31, 2012.

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SUBSEQUENT EVENTS AND RESTATEMENT

3 Months Ended

Mar. 31, 2012

Subsequent Events [Abstract]

SUBSEQUENT EVENTS AND RESTATEMENT

NOTE 8 – SUBSEQUENT EVENTS AND RESTATEMENT

After almost 12 months of sustained losses from operations, management reached the conclusion it was unable to deliver on the objectives it had set for the business operations it acquired with its purchase of Tech Disposal Inc. (renamed E-Waste Systems (OHIO) [“EWSO”]) on October 14, 2011. The principal barriers to success that management encountered derived from significant difficulties in directing day-to-day operations from its base in the United Kingdom together with an inability to understand fully, and therefore engage commercially with, the business channels through which EWSO’s primary activities, involving imaging equipment, were conducted. The most immediate impact of the adverse commercial and operational performance described above was cash generation in amounts that were consistently insufficient to cover the operational expenses of EWSO and the cost of servicing the promissory note it issued in February 2012.

Accordingly, on September 20, 2012, EWSO completed the physical transfer of its business and assets to Two Fat Greeks, LLC, a company controlled by Mr. George Pardos, who founded TDI in March 2010 and is also a shareholder in E-Waste Systems, Inc. In connection with this transfer, EWSO expects to assign its lease on the premises at 1033 Brentnell Avenue, Columbus, Ohio to Two Fat Greeks, LLC.  In the meantime, EWSO has re-located to premises at Refugee Road, Columbus, Ohio from where it has plans to re-establish a base of operations offering recycling and end-of-life services to owners and operators of electronic that no longer fulfills the purpose for which it was originally purchased.  We cannot guarantee that we will be successful in re-establishing our operations.

As consideration, for this transfer of business and assets, Two Fat Greeks LLC has agreed to pay $65,000 to E-Waste Systems (Ohio),, Inc. in due course.  There is significant doubt as to the collectability of this receivable.  The transferred business and assets of E-Waste Systems (Ohio), Inc. have been presented as discontinued operations in these financial statements.

The consolidated financial statements have also been restated for the year ended December 31, 2011 in response to comments received from Securities and Exchange Commission to furnish predecessor financial statements of Tech Disposal, Inc. (the ”Predecessor”), in accordance with Regulation S-X 8-02 by including (i) audited financial statements of the Predecessor for the year ended December 31, 2010, and for the period from inception on March 26, 2010 through October 13, 2011, the date Predecessor was acquired by the Company, and (ii) a discussion of the Predecessor’s financial condition and results of operations for the year ended December 31, 2010, and for the period from inception on March 26, 2010 through October 13, 2011.

	December 31, 2011
	As Filed			Adjustments			As Restated
Cash	$	565		$	(509	)	$	56
Property and equipment		-			10,091			10,091
Deposits		-			2,500			2,500
Accounts payable and accrued expenses		26,185			(26,185	)		-
Notes payable, related parties		13,877			(13,877	)		-
Common stock		100,000			(99,900	)		100
Additional paid-in capital		(92,000	)		145,775			53,775
Accumulated deficit		(47,497	)		6,269			(41,228	)
Revenues		-			1,900			1,900
Cost of sales		-			2,519			2,519
Officer and director compensation		-			7,633			7,633
Impairment expense		-			11,400			11,400
General and administrative		34,498			12,922			21,576
Interest expense		(930	)		930			-
Net loss		(35,428	)		(5,800	)		(41,228	)
Loss per share	$	(0.00	)		(412.28	)	$	(412.28	)

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SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2012

Accounting Policies [Abstract]

Reclassifications

Reclassifications

Certain balances in previously issued financial statements have been reclassified to be consistent with current period presentation.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position, or statements.

Use of Estimates

Use of 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 at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

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Condensed Consolidated Statements of Cash Flows (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
OPERATING ACTIVITIES
Net (loss)/income	$ (321,522)
Depreciation
Expenses paid by shareholders on behalf of the Company	40,000
Loss on settlement of contingent consideration	66,672
Change in derivative liability	(7,371)
Common stock issued for services	39,930
Changes to operating assets and liabilities:
Accounts receivable
Inventory
Accounts payable and accrued expenses	(105,357)
Accrued expenses, related parties	189,214
Net Cash Used in Continuing Operating Activities	(87,135)
Net Cash Used in Discontinued Operating Activities	(15,706)	9,429
Net Cash Used in Operating Activities	(102,841)	9,429
FINANCING ACTIVITIES
Proceeds from notes issued	175,000
Proceeds from contributed capital	2,000
Net Cash Provided by Continuing Financing Activities	177,000
Net Cash Provided by Discontinued Financing Activities
Net Cash Provided by Financing Activities	177,000
NET INCREASE IN CASH	74,159	9,429
CASH AT BEGINNING OF PERIOD	6,493	56
CASH AT END OF PERIOD	80,652	9,485
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest	230
Income Taxes
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Fixed assets received as contributed capital
Common stock issued for conversion of notes payable	140,664
Common stock issued for conversion of preferred stock and settlement of deferred consideration	$ 378,409

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CONVERTIBLE NOTES PAYABLE

3 Months Ended

Mar. 31, 2012

Notes to Financial Statements

CONVERTIBLE NOTES PAYABLE

NOTE 5 – CONVERTIBLE NOTES PAYABLE

Non-related Parties

On May 2, 2011 the Company borrowed $73,500 from an unrelated third party entity in the form of a convertible note, $13,000 of which was received in cash and $60,500 of which was received in the form of operating expenses paid on behalf of the Company by the creditor.  The note bore interest at a rate of 12 percent per annum, with principal and interest due in full on January 2, 2012.

The principal balance of the note along with accrued interest was convertible at any time, at the option of the note holder, into the Company's common stock at a price of 10 percent below the current market price, the current market price being defined as the average of the daily closing prices per share for the previous 30 days on the date of conversion.  For purposes of the note, “current market price” was defined as the average of the lowest three daily closing prices per share for the five business days prior to the date of conversion.

On March 7, 2012, the Company satisfied its obligations with respect to this related party note payable through the issuance of 43,193 shares of common stock.  The number of shares issued and the resultant gain on conversion has been recognized in the consolidated statement of operations for the three months ended March 31, 2012 and is based on the trading price of the Company’s common stock, which was $1.50, on the date of conversion.  Prior to conversion the Company recognized $8,749 of interest expense on this convertible note payable.  The Company recognized a gain on derivative liability in the amount of $7,371 as of conversion of the convertible note payable.

Related Parties

On October 28, 2011 the Company received $12,000 in cash from a related party in exchange for a convertible note payable.  The note accrues interest at 12 percent and is due twelve months from the date of origination or December 28, 2012.  The principal balance of the note along with accrued interest is convertible at any time, at the option of the note holder, into the Company's common stock on or before the maturity date at a price of $0.25 per share. During the three months ended March 31, 2012, the Company recognized $359 of interest expense on this related party convertible note payable leaving a balance in accrued interest of $612 as of March 31, 2012.