10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

x	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended  December 31, 2012
o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
	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)	(I.R.S. Employer Identification No.)
101 First Street #493, Los Altos, CA	94022
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number:  650.283.2907

Securities registered under Section 12(b) of the Exchange Act:
Title of each class	Name of each exchange on which registered
None	not applicable
Securities registered under Section 12(g) of the Exchange Act:
Title of each class
None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o   No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o   No  x

Indicate by checkmark 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.  Yes  x   No  o

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 (§ 232.405 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

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 aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $3,836,159.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.  132,254,577 as of March 31, 2013.

Explanatory Note

The purpose of this Amendment No. 1 to E-Waste Systems, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (the “Form 10-K”), as filed with the Securities and Exchange Commission on April 16, 2013, is to furnish Exhibits 101 to the Form 10-K in accordance with Rule 201(c) and Rule 405 of Regulation S-T.  Exhibits 101 provide the financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).  This Amendment No. 1 to the Form 10-K also updates the Exhibit Index to reflect the furnishing of Exhibits 101.

No other changes have been made to the Form 10-K.  This Amendment No. 1 to the Form 10-K continues to speak as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way the disclosures made in the original Form 10-K.

- 2 -

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused the amendment to the report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized, this 26th day of April 2013.

E-WASTE SYSTEMS, INC.,

a Nevada corporation

By:  /s/    Martin  Nielson                                                                       

Martin Nielson

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this amendment to the report on Form 10-K/A has been signed below by following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature and Title	Date
/s/    Martin Nielson	April 26, 2013
Martin Nielson,           Chief Executive Officer and Director           (Principal Executive Officer)
/s/   David Severson	April 26, 2013
David Severson,          Interim Chief Financial Officer          (Principal Financial Officer)

- 3 -

E-WASTE SYSTEMS, INC.

EXHIBIT INDEX

TO

2012 ANNUAL REPORT ON FORM 10-K

Exhibit Number	Description	Incorporated by Reference to:	Filed Herewith
3.1	Amended and Restated Articles of Incorporation of E-Waste Systems, Inc.	Exhibit 3.1 and 3.2 of the Company’s Form 8K filed on March 15, 2011
3.2	Articles of Amendment to the Restated Articles of Incorporation of E-Waste Systems, Inc.	Exhibit 3.1 of the Company’s Form 8-K dated January 25, 2013.
3.3	By-laws of E-Waste Systems, Inc., as amended	Exhibit 3.2 of the Company’s Form S-1 filed on April 1, 2010
4.1	Demand Note in the amount of $50.240.	Exhibit 4.1 of the Company’s Form 8K dated November 21, 2011
4.2	Amended and Restated Convertible Note in the amount of $73,500	Exhibit 4.2 of the Company’s Form 8K Report dated November 21, 2011
10.1	Line-of-Credit Agreement by and between E-Waste Systems, Inc. and Val M. Warhaft, M.D.	Exhibit 10.1 of the Company’s Form 8K dated March 12, 2012
10.2	Series A Convertible Callable Preferred Stock Purchase Agreement	Exhibit 10.1 of the Company’s Form 8K Report dated April 8, 2013
20.1	Modified Business Plan Summary of E-Waste Systems, Inc.	Exhibit 20.1 of the Company’s Form 8K Report dated January 19, 2013
31.1 *	Certificate of Martin Nielson, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 *	Certificate of David Severson, Interim Chief Finance Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 *	Certificate of Martin Nielson, Chief Executive Officer, and David Severson, Interim Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1	Shanghai  YaZhuo Jiudian Guanli Operating Agreement	Exhibit 99.1 of the Company’s Form 8-K filed April 2, 2013
99.2	Shanghai  YaZhuo Jiudian Guanli Management Services Agreement.	Exhibit 99.2 of the Company’s Form 8-K filed April 2, 2013
99.3	Shanghai  YaZhuo Jiudian Guanli Equity Pledge Agreement	Exhibit 99.3 of the Company’s Form 8-K filed April 2, 2013
99.4	Shanghai  YaZhuo Jiudian Guanli Option Agreement	Exhibit 99.4 of the Company’s Form 8-K filed April 2, 2013
99.5	Shanghai  YaZhuo Jiudian Guanli Voting Right Proxy Agreement	Exhibit 99.5 of the Company’s Form 8-K filed April 2, 2013
101.INS  †	XBRL Instance Document		X
101.SCH †	XBRL Taxonomy Extension Schema Document		X
101.CAL †	XBRL Taxonomy Extension Calculation Linkbase Document		X
101.DEF †	XBRL Taxonomy Extension Definition Linkbase Document		X
101.LAB †	XBRL Extension Labels Linkbase Document		X
101.PRE  †	XBRL Taxonomy Extension Presentation Linkbase Document		X

* Filed as an exhibit to the original Form 10-K for the fiscal year ended December 31, 2012, filed April 16, 2013.

† 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.

- 4 -

XML

NOTE 5 - DISCONTINUED OPERATIONS (Details Narrative) (USD $)	1 Months Ended
	Sep. 20, 2012
Discontinued Operations and Disposal Groups [Abstract]
Loss on disposal of assets	$ 36,963

XML

NOTE 16 - RESTATEMENT - Schedule of Restatement (Details) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Accounts payable and accrued expenses	$ 339,684	$ 220,815
Accrued expenses, related parties	1,247,355	508,750
Accumulated deficit	(3,036,503)	(1,468,246)
Professional fees	498,555	520,832
General and administrative	27,472	37,260
Currency exchange (gain) loss	27,203	(8,895)
Loss per share	$ (0.02)	$ (0.01)
As Filed
Accounts payable and accrued expenses		195,770
Accrued expenses, related parties		511,768
Accumulated deficit		(1,398,722)
Professional fees		495,778
General and administrative		31,383
Currency exchange (gain) loss
Net loss		(1,446,219)
Loss per share		$ (0.01)
Adjustments
Accounts payable and accrued expenses		25,054
Accrued expenses, related parties		(3,018)
Accumulated deficit		(69,524)
Professional fees		25,054
General and administrative		5,877
Currency exchange (gain) loss		(8,895)
Net loss		(25,470)
Loss per share		$ 0.00
As Restated
Accounts payable and accrued expenses		220,815
Accrued expenses, related parties		508,750
Accumulated deficit		(1,468,246)
Professional fees		520,832
General and administrative		37,260
Currency exchange (gain) loss		(8,895)
Net loss		$ (1,420,749)
Loss per share		$ (0.01)

XML

NOTE 12 - PREFERRED STOCK (Details Narrative) (USD $)	1 Months Ended	0 Months Ended	4 Months Ended	12 Months Ended
	Aug. 27, 2012	Oct. 14, 2011	Dec. 31, 2012	Dec. 31, 2012	Dec. 31, 2011	Mar. 05, 2013
Equity [Abstract]
Preferred Stock Shares Authorized			10,000,000	10,000,000	10,000,000
Preferred Stock Par Value			$ 0.001	$ 0.001	$ 0.001
Preferred Stock Shares Issued			0	0	400
Preferred Stock			$ 100	$ 100
Preferred Stock Conversion Price per Share			110	110
Preferred Shares Issued for Acquisition		400			400
Fair Value Preferred Shares		$ 17,520			$ 17,520
Assumptions stock price					$ 0.26	$ 0.0064
Dividend yield					65.00%
Risk free rate	18.00%		16.00%		11.00%
Volatility Rate					585.00%
Preferred Shares Redeemed				400
Face Value Preferred Stock			$ 100	$ 100
Value of Stock Issued for Oustanding Liabilities				54,000
Value of Preferred Shares Converted				$ 48,400
Common Shares Issued upon Conversion				28,951
Common Shares Issued on Early Redemption				32,301

XML

NOTE 10 - DERIVATIVE LIABILITY (Details Narrative) (USD $)	1 Months Ended	4 Months Ended	12 Months Ended
	Aug. 27, 2012	Dec. 31, 2012	Dec. 31, 2012	Dec. 31, 2011
Notes to Financial Statements
Face Value Convertible Note	$ 44,445
Fair Value Assumptions Expected Term	1 year
Risk free rate	18.00%	16.00%		11.00%
Volatility Rate Minimum	260.00%	310.00%
Volatility Rate Maximum	282.00%	331.00%
Derivative Liability	58,646	61,545	61,545
Fair Value Assumptions Minimum Expected Term		0.65	0.65
Fair Value Assumptions Maximum Expected Term		0.78	0.78
Decrease in Derivative Liability		2,899
Gain on Derivative Liability		3,329
Net Gain on Derivative Liability		$ 430	$ (430)	$ (19,533)

XML

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Inventory (Details) (USD $)	Dec. 31, 2012	Dec. 31, 2011
Accounting Policies [Abstract]
Raw materials
Finished goods		17,000
Work in process
Subtotal		17,000
Reserve for Obsolescence
Total		$ 17,000

XML

NOTE 4 - ACQUISITION OF SUBSIDIARIES (Tables)

12 Months Ended

Dec. 31, 2012

Notes to Financial Statements

Schedule of Business Acquisition

Cash and cash equivalents	$	2,577
Inventory		17,000
Fixed assets, net		10,415
Deposits		2,500
Customer list		90,000
Goodwill		249,749
Total assets acquired		372,241
Accounts payable		10,722
Total liabilities acquired		10,722
Net assets acquired	$	361,519

XML

NOTE 14 - INCOME TAXES - Schedule of Deferred Tax Assets (Details) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Income Tax Disclosure [Abstract]
Book income (loss) from operations	$ (997,775)	$ (499,112)
Impairment expense	115,515	115,515
Losses on debt settlements and asset dispositions	35,236
Amortization of debt discounts	24,400	9,147
Change in derivative liability	(6,787)	(6,641)
Common stock issued for services	109,865	72,574
Valuation allowance	719,546	308,517
Total provision for income taxes

XML

NOTE 7 - GOODWILL AND INTANGIBLE ASSETS (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2011
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill Impairment	$ 249,749
Intangible Asset Impairment	$ 90,000

XML

NOTE 4 - ACQUISITION OF SUBSIDIARIES (Details Narrative) (USD $)	0 Months Ended	3 Months Ended	12 Months Ended
	Oct. 14, 2011	Dec. 31, 2011	Dec. 31, 2011
Notes to Financial Statements
Common shares issued for acquisition	200,000
Value of shares issued for acquisition	$ 52,000
Preferred shares issued for acquisition	400		400
Value of shares issued for acquisition	$ 17,520		$ 17,520
Percent of total shares representing acquisition	0.20%
Multiple of adjusted ebitda	4.5	4.5

XML

NOTE 14 - INCOME TAXES (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Income Tax Disclosure [Abstract]
Federal Tax Rate	34.00%
Loss Carryforwards	$ 997,775	$ 499,112

XML

NOTE 11 - COMMITMENTS AND CONTINGENCIES (Details Narrative) (USD $)	0 Months Ended	3 Months Ended	12 Months Ended			37 Months Ended
	Oct. 14, 2011	Dec. 31, 2011	Nov. 30, 2014	Nov. 30, 2013	Dec. 31, 2012	Dec. 31, 2017	Mar. 22, 2012
Commitments and Contingencies Disclosure [Abstract]
Monthly Payments for Lease			$ 4,400	$ 4,200		$ 4,568
Multiple of EBITDA	4.5	4.5
Contingent Liability					291,999
Settlement of contingent consideration							388,000
Loss on Settlement of contingent consideration							$ 66,671
Shares issued for settlement of contingent consideration					293,341

XML

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2012

Accounting Policies [Abstract]

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

Principles of Consolidation

The accompanying consolidated financial statements for the year ended December 31, 2012 include the accounts of the Company and its wholly-owned subsidiary, E-Waste Systems of Ohio, Inc.  All significant intercompany balances and transactions have been eliminated in consolidation.

Accounting Basis

The basis is accounting principles generally accepted in the United States of America.  The Company has adopted a December 31 fiscal year end.

Cash and Cash Equivalents

For purposes of the Statement of Cash Flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.  The Company had $139 and $6,493 in cash and cash equivalents at December 31, 2012 and 2011, respectively.

Inventory

Inventories are stated at the lower of cost or market using the average cost or specific identification methods and consist of finished goods available for sale. The Company writes down its inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those anticipated, inventory adjustments may be required.  As of December 31, 2012 and 2011, the Company recorded no inventory adjustments that were considered necessary due to such market conditions.

In accordance with ARB No. 43 “Inventory Pricing,” the Company’s inventory is valued at the lower of cost (the purchase price, including additional fees) or market based on using the entire value of inventory. The entire amount of inventory at December 31, 2011 was owned by EWSO and as such has been included in liabilities from discontinued operations, net on the face of the balance sheet at year end.  Inventories are determined based on the first-in first-out (FIFO) basis.  Inventory consists of solely of finished goods.  As of December 31, 2012 and 2011 inventory consisted of the following:

	December 31, 2012		December 31, 2011
Raw materials	$	-	$	-
Finished goods		-		17,000
Work in process		-		-
Subtotal		-		17,000
Reserve for Obsolescence		-		-
Total	$	-	$	17,000

Property and Equipment

Property and equipment are recorded at historical cost less accumulated depreciation, unless impaired.  Depreciation is charged to operations over the estimated useful lives of the assets using the straight-line.  Upon retirement or sale, the historical cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized.  Expenditures for repairs and maintenance are charged to expense as incurred.

The Company generally uses the following depreciable lives for its major classifications of property and equipment:

Assets	Estimated useful life
Equipment	5 Years
Furniture	5 Years
Vehicles	7 Years

Long-Lived Assets

Long-lived assets include equipment and intangible assets other than those with indefinite lives. We assess the carrying value of our long-lived asset groups when indicators of impairment exist and recognize an impairment loss when the carrying amount of a long-lived asset is not recoverable from the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Indicators of impairment include significant underperformance relative to historical or projected future operating results, significant changes in our use of the assets or in our business strategy, loss of or changes in customer relationships and significant negative industry or economic trends. When indications of impairment arise for a particular asset or group of assets, we assess the future recoverability of the carrying value of the asset (or asset group) based on an undiscounted cash flow analysis. If carrying value exceeds projected, net, undiscounted cash flows, an additional analysis is performed to determine the fair value of the asset (or asset group), typically a discounted cash flow analysis, and an impairment charge is recorded for the excess of carrying value over fair value.

Goodwill

Goodwill represents the excess of the purchase price of an acquired enterprise or assets over the fair value of the identifiable net assets acquired.  The Company tests goodwill for impairment in each quarter of the year, and whenever events or changes in circumstances arise during the year that indicate the carrying amount of goodwill may not be recoverable.  In evaluating whether an impairment of goodwill exists, the Company first compares the estimated fair value of a reporting unit against its carrying value.  If the estimated fair value is lower than the carrying value, then a more detailed assessment is performed comparing the fair value of the reporting unit to the fair value of the assets and liabilities plus the goodwill carrying value of the reporting unit.  If the fair value of the reporting unit is less than the fair value of its assets and liabilities plus goodwill, then an impairment charge is recognized to reduce the carrying value of goodwill by the difference.

The gross amount of goodwill at December 31, 2012 and 2011 was $249,749 and $249,749, respectively, with accumulated impairments of $249,749.  The net amount of goodwill at December 31, 2012 and 2011 was $-0- and $-0-, respectively.  During the year ended December 31, 2011, the Company recorded an impairment charge totaling $249,749 related to purchased goodwill whose carrying value was determined to be greater than its fair value under the methodology described above.

Business Acquisitions

Business acquisitions are accounted for under the purchase method of accounting.  Under the purchase method, assets and liabilities of the business acquired are recorded at their estimated fair values as of the date of the acquisition, with any excess of the cost of the acquisition over the estimated fair value of the net tangible and intangible assets acquired recorded as goodwill.  The Company makes certain judgments and assumptions in determining the fair value of acquired assets and assumed liabilities, especially with respect to acquired intangibles.  Using different assumptions than those used by the Company in determining fair value could materially impact the purchase price allocation and the Company’s financial position and results of operations.  Results of operations for acquired businesses are included in the consolidated financial statements from the date of acquisition.

Revenue Recognition

The Company applies the provisions of ASC 605, which provides guidance on the recognition, presentation and disclosure of revenue in financial statements.  ASC 605 outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. In general, the Company recognizes revenue related to goods and services provided when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the fee is fixed or determinable, and (iv) collectability is reasonably assured.

The Company sells refurbished electronic equipment and scrap electronic materials. Typically, sales are for cash upon delivery of the product. Accordingly, revenues are recognized simultaneously when cash is received and the product is delivered. The Company rarely extends credit to its customers but rather requires cash payment upon delivery.

Advertising Costs

The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $11,000 and $-0- as of December 31, 2012 and 2011, respectively.

Stock-Based Compensation

The Company has adopted ASC 718, using the modified prospective method, in accounting for stock-based compensation. Under this transition method, stock compensation expense includes compensation expense for all stock-based compensation awards granted based on the grant-date fair value estimated in accordance with the provisions of ASC 718. As of December 31, 2012 and 2011, the Company has not issued any share-based payments to its employees or third parties.

Foreign Currency

Foreign currency transactions denominated in a currency other than the US Dollar, which is the Company’s functional currency, are included in determining net income for the period.

Income Taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740 “Accounting for Income Taxes” as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in this financial statement because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

Basic and Diluted Loss per Common Share

Basic (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There were66,681,550 such common stock equivalents as a result of convertible notes payable outstanding as of December 31, 2012 and 2011.

Financial Instruments

Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1- Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 - Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 - Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, amounts receivable, accounts payable, accrued liabilities, notes payable, and amounts due to related parties.  Pursuant to ASC 820, the fair value of our cash and derivative liability is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

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.

Reclassification of Financial Statement Accounts

Certain amounts in the December 31, 2011 financial statements have been reclassified to conform to the presentation in the December 31, 2012 financial statements.

XML

NOTE 8 - RELATED PARTY TRANSACTIONS (Details Narrative) (USD $)	0 Months Ended
	Mar. 07, 2012
Debt Disclosure [Abstract]
Interest Rate Related Party Note Payable	12.00%
Shares Issued Debt Conversion	28,335
Price per share debt conversion	$ 1.50

XML

NOTE 14 - INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2012

Income Tax Disclosure [Abstract]

Schedule of Deferred Tax Assets

	December 31, 2012			December 31, 2011
Book income (loss) from operations	$	(997,775	)	$	(499,112	)
Impairment expense		115,515			115,515
Losses on debt settlements and asset dispositions		35,236			-
Amortization of debt discounts		24,400			9,147
Change in derivative liability		(6,787	)		(6,641	)
Common stock issued for services		109,865			72,574
Valuation allowance		719,546			308,517
Total provision for income taxes	$	-		$	-

Schedule of Tax Rate Reconciliation

	December 31, 2012			December 31, 2011
Loss carryforwards (expire through 2031)	$	(997,775	)	$	(499,112	)
Total gross deferred tax asset		411,029			292,368
Valuation allowance		(411,029	)		(292,368	)
Net deferred tax asset		-			-
Deferred tax liabilities		-			-
Net deferred taxes	$	-		$	-

XML

NOTE 9 - NOTES PAYABLE (Tables)

12 Months Ended

Dec. 31, 2012

Debt Disclosure [Abstract]

Schedule of components of notes payable

	December 31,			December 31,
	2012			2011
Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on December 31, 2015	$	11,000		$	-
Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on December 31, 2015		29,000			-
Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on December 31, 2015		162,500			-
Unamortized debt discounts on issuances of convertible debt		(25,313	)		-
Total long-term debt		177,187			-
Current portion of long-term debt, net		(59,062	)		-
Total Long-term Debt, net of Current Portion	$	118,125		$	-
Note payable to a related party, bearing interest at 12%, unsecured, due on March 7, 2012	$	-		$	50,240
Convertible note payable to an unrelated party, bearing interest at 12%, unsecured, due on March 7, 2012		-			73,500
Convertible note payable to a related party, bearing interest at 12%, unsecured, due on October 28, 2012 (note is in default)		12,000			12,000
Notes payable to an unrelated party, bearing interest at 14%, unsecured, due on demand		75,000			-
Note payable to an unrelated party, bearing interest at 14%, unsecured, due on March 24, 2013 (note is in default)		100,000
Convertible note payable to an unrelated party, bearing interest at 10%, unsecured, $27,778 due on August 27, 2013 and $16,667 due on October 10, 2013		44,445			-
Discounts on short-term convertible notes payable		(31,111	)
Derivative liability on short-term convertible notes		61,545
Current portion of long-term debt, net		59,062
Total Short-term Notes Payable	$	320,941		$	135,740

XML

NOTE 7 - GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - Schedule of components of notes payable (Details) (USD $)	Dec. 31, 2012	Dec. 31, 2011
Goodwill and Intangible Assets Disclosure [Abstract]
Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on December 31, 2015	$ 11,000
Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on December 31, 2015	29,000
Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on December 31, 2015	162,500
Unamortized debt discounts on issuances of convertible debt	(25,313)
Total long-term debt	177,187
Current portion of long-term debt, net	(59,062)
Total Long-term Debt, net of Current Portion	118,125
Note payable to a related party, bearing interest at 12%, unsecured, due on March 7, 2012		50,240
Convertible note payable to an unrelated party, bearing interest at 12%, unsecured, due on March 7, 2012		73,500
Convertible note payable to a related party, bearing interest at 12%, unsecured, due on October 28, 2012 (note is in default)	12,000	12,000
Notes payable to an unrelated party, bearing interest at 14%, unsecured, due on demand	75,000
Note payable to an unrelated party, bearing interest at 14%, unsecured, due on March 24, 2013 (note is in default)	100,000
Convertible note payable to an unrelated party, bearing interest at 10%, unsecured, $27,778 due on August 27, 2013 and $16,667 due on October 10, 2013	44,445
Discounts on short-term convertible notes payable	(31,111)
Derivative liability on short-term convertible notes	61,545
Current portion of long-term debt, net	59,062
Total Short-term Notes Payable	$ 320,941	$ 135,740

XML

NOTE 16 - RESTATEMENT (Tables)

12 Months Ended

Dec. 31, 2012

Notes to Financial Statements

Schedule of Restatement

	December 31, 2011
	As Filed			Adjustments			As Restated
Accounts payable and accrued expenses	$	195,770		$	25,054		$	220,815
Accrued expenses, related parties		511,768			(3,018	)		508,750
Accumulated deficit		(1,398,722	)		(69,524	)		(1,468,246	)
Professional fees		495,778			25,054			520,832
General and administrative		31,383			5,877			37,260
Currency exchange (gain) loss		-			(8,895	)		(8,895	)
Net loss		(1,446,219	)		(25,470	)		(1,420,749	)
Loss per share	$	(0.01	)	$	(0.00	)	$	(0.01	)

XML

NOTE 1 - NATURE OF OPERATIONS (Details Narrative)	0 Months Ended	3 Months Ended	12 Months Ended
	Oct. 14, 2011	Dec. 31, 2011	Dec. 31, 2011
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Common Stock Shares Issued for Acquisition	200,000
Preferred Stock Shares Issued for Acquisition	400		400
Mutiple of Adjusted EBITDA	4.5	4.5

XML

NOTE 2 - GOING CONCERN

12 Months Ended

Dec. 31, 2012

Notes to Financial Statements

NOTE 2 - GOING CONCERN

NOTE 2 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern.  However, the Company has an accumulated deficit of $3,036,503 as of December 31, 2012.  The Company currently has limited liquidity, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

XML

NOTE 2 - GOING CONCERN (Details Narrative) (USD $)	Dec. 31, 2012	Dec. 31, 2011
Notes to Financial Statements
Accumulated Deficit	$ 3,036,503	$ 1,468,246

XML

NOTE 6 - PROPERTY AND EQUIPMENT - Schedule of Property and Equipment (Details) (USD $)	Dec. 31, 2012	Dec. 31, 2011
Property, Plant and Equipment [Abstract]
Vehicles		$ 12,875
Sub Total		12,875
Accumulated Depreciation		(3,010)
Total		$ 9,865

XML

NOTE 15 - SUBSEQUENT EVENTS (Details Narrative) (USD $)	12 Months Ended					3 Months Ended	12 Months Ended		3 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Mar. 05, 2013	Feb. 08, 2013	Jan. 18, 2013	Apr. 16, 2013 ServicesMember	Dec. 31, 2011 ServicesMember	Dec. 31, 2012 ServicesMember	Apr. 16, 2013 ConversionMember	Apr. 16, 2013 Preferred Stock
Convertible Note for Services			$ 17,417		$ 41,557
Conversion Price per Share					$ 0.0064
Forgiveness Accounts Payable				50,000
Convertible Note Payable Forgiveness Accounts Payable				162,500
Convertible Notes Payable Interest Rate				6.00%
Conversion Price per Share Forgiveness Accounts Payable				$ 0.0064
Preferred Shares Issued										650
Price per Share		$ 0.26	$ 0.0064			$ 0.0159	$ 0.38	$ 0.02	$ 0.0068	$ 1,000
Proceeds from Issuance										650,000
Stock Issued for Services	5,375,433					18,067,404
Value Shaes Issued for Services	109,679	213,452				287,866	213,452
Shares Issued Conversion									23,300,000
Value of Debt Converted	$ 140,664								$ 159,350

XML

Consolidated Balance Sheets (USD $)	Dec. 31, 2012	Dec. 31, 2011
Statement of Financial Position [Abstract]
Cash	$ 139	$ 6,493
TOTAL ASSETS	139	6,493
Accounts payable and accrued expenses	339,684	220,815
Accrued expenses, related parties	1,247,355	508,750
Short-term related party notes payable		50,240
Short-term notes payable	175,000
Short-term related party convertible notes payable, net	12,000	12,000
Short-term convertible notes payable, net	13,334	73,500
Current portion of convertible notes payable, net	59,062
Derivative liability	61,545	7,371
Total Current Liabilities	1,907,980	872,676
Long-term convertible notes payable, net	118,125
Total Long-term Liabilities	2,026,105	872,676
LIABILITIES FROM DISCONTINUED OPERATIONS, NET		287,591
Total Liabilities	2,026,105	1,160,267
Preferred stock, 10,000,000 shares authorized at par value of $0.001, -0- and 400 shares issued and outstanding, respectively		1
Common stock, 490,000,000 shares authorized at par value of $0.001, 106,504,926 and 100,764,624 shares issued and outstanding, respectively	106,505	100,765
Additional paid-in capital	904,032	213,706
Accumulated deficit	(3,036,503)	(1,468,246)
Total Stockholders' Deficit	(2,025,966)	(1,153,774)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 139	$ 6,493

XML

NOTE 9 - NOTES PAYABLE (Details Narrative) (USD $)	0 Months Ended	12 Months Ended		0 Months Ended		8 Months Ended		1 Months Ended	2 Months Ended	12 Months Ended	0 Months Ended		11 Months Ended			0 Months Ended	10 Months Ended	4 Months Ended		12 Months Ended				12 Months Ended
	Mar. 07, 2012	Dec. 31, 2012	Dec. 31, 2011	May 07, 2012 UnrelatedConvertibleMember	May 02, 2011 UnrelatedConvertibleMember	Dec. 31, 2012 UnrelatedConvertibleMember	Dec. 31, 2011 UnrelatedConvertibleMember	Oct. 28, 2011 RelatedConvertibleMember	Dec. 31, 2011 RelatedConvertibleMember	Dec. 31, 2012 RelatedConvertibleMember	Feb. 21, 2012 UnsecuredPromissoryMember	Feb. 03, 2012 UnsecuredPromissoryMember	Dec. 31, 2012 UnsecuredPromissoryMember	Dec. 31, 2012 UnsecuredPromissoryMember Feb3NoteMember	Dec. 31, 2012 UnsecuredPromissoryMember Feb21NoteMember	Feb. 24, 2012 UnrelatedThirdPartyPromissoryMember	Dec. 31, 2012 UnrelatedThirdPartyPromissoryMember	Dec. 31, 2012 PromissoryNoteMember	Aug. 27, 2012 PromissoryNoteMember	Dec. 31, 2012 ForgivenessAPMember	Dec. 31, 2012 NotePayableForServiceMember	Dec. 31, 2012 NotePayableForServiceMember Note1Member	Dec. 31, 2012 NotePayableForServiceMember Note2Member	Dec. 31, 2012 ConvertibleDebtMember
Increase in convertible note payable					$ 73,500
Proceeds from convertible note payable					13,000			12,000
Operating Expenses paid by creditor					60,500
Interest rate convertible debt					12.00%			12.00%
Conversion rate below market price					10.00%
Derivative liability and debt discount					26,904
Amortization of debt discount		13,334	26,904				26,904											13,334
Unamortized debt discount																		31,111						25,313
Shares issued debt conversion	28,335			43,193
Conversion price per share	$ 1.50					$ 1.50		$ 0.25
Interest expense convertible debt						3,717			1,445	252
Accrued Interest Payable									1,697	252				5,095	4,216		7,032
Proceeds from note payable											35,000	40,000				100,000		25,000
Interest rate note payable											14.00%						14.00%				6.00%
Interest Expense Note Payable													9,311				11,929	4,445
Funds applies to purchase feed stocks																	17,000
Payments on accrued interest																	4,897
Executed promissory note																			150,000
Cash consideration of promissory note																			135,000
Original issue discount promissory note																			15,000
Rate of OID																			10.00%
Prorated OID																			10.00%
Maximum outstanding common stock allowed to be converted																		4.99%
Derivative liability																			58,646
Debt Discounts																			44,445
Accounts Payable forgiven																				50,000
Note payable in exchange for forgiven debt																				162,500
Note Payable in exchange for service																						11,000	29,000
Conversion price per share below average weighted share price																					$ 0.0064
Beneficial conversion feature																								$ 25,313

XML

Consolidated Statements of Cash Flows (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Statement of Cash Flows [Abstract]
Net loss	$ (1,568,257)	$ (1,420,749)
Expenses paid by shareholders on behalf of the Company		60,500
Foreign currency tranaction gain (loss)	27,203	(8,895)
Notes payable executed for professional services	152,500
Loss on settlement of contingent consideration	66,671
Loss on disposal of discontinued operations	36,963
Amortization of debt discounts	13,334	26,904
Origination interest on derivative liability	31,528
Change in derivative liability	(430)	(19,533)
Contributed capital from a related party	42,000
Common stock issued for services	109,679	213,452
Accounts payable and accrued expenses	188,607	194,630
Accrued expenses, related parties	602,044	520,595
Net Cash Used in Continuing Operating Activities	(298,157)	(433,096)
Net Cash Provided by Discontinued Operating Activities	76,803	351,584
Net Cash Used in Operating Activities	(221,354)	(81,512)
INVESTING ACTIVITIES
Cash acquired in acquisition of subsidiary		2,577
Proceeds from convertible notes payable	215,000	13,000
Proceeds from convertible notes payable, related parties		12,000
Proceeds from note payable, related parties		53,600
Cash payments on note payable, related parties		(17,237)
Proceeds from contributed capital		23,500
Net Cash Provided by Continuing Financing Activities	215,000	87,440
Net Cash Provided by Discontinued Financing Activities
Net Cash Provided by Financing Activities	215,000	87,440
NET INCREASE (DECREASE) IN CASH	(6,354)	5,928
CASH AT BEGINNING OF PERIOD	6,493	565
CASH AT END OF PERIOD	139	6,493
Interest	4,897
Income Taxes
Debt discounts on convertible notes payable	25,313	26,904
Contingent liabilities and equity issued for acquisition of subsidiary		361,519
Common stock issued for conversion of debt	$ 140,664

XML

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Accounting Policies [Abstract]
Cash and Cash Equivalents	$ 139	$ 6,493	$ 565
Goodwill	249,749	249,749
Accumulated Impairments	249,749
Goodwill Net
Impairment Charge		249,749
Advertising Expense	$ 11,000
Dilutive Common Stock Equivalents	66,681,550

XML

NOTE 16 - RESTATEMENT

12 Months Ended

Dec. 31, 2012

Notes to Financial Statements

NOTE 16 - RESTATEMENT

NOTE 16 - RESTATEMENT

During April 2013, the Company discovered material errors associated with the financial statements issued for the period January 1, 2011 to December 31, 2011.  The Company has determined that its previously filed Form 10-K/A included an amount related to accounts payable and currency translation gain or loss that was materially misstated.  As a result the Company has restated the December 31, 2011 financial statements.

The Company adjusted previously issued financial statements to reflect the following in connection with the restatement:

	December 31, 2011
	As Filed			Adjustments			As Restated
Accounts payable and accrued expenses	$	195,770		$	25,054		$	220,815
Accrued expenses, related parties		511,768			(3,018	)		508,750
Accumulated deficit		(1,398,722	)		(69,524	)		(1,468,246	)
Professional fees		495,778			25,054			520,832
General and administrative		31,383			5,877			37,260
Currency exchange (gain) loss		-			(8,895	)		(8,895	)
Net loss		(1,446,219	)		(25,470	)		(1,420,749	)
Loss per share	$	(0.01	)	$	(0.00	)	$	(0.01	)

XML

NOTE 4 - ACQUISITION OF SUBSIDIARIES - Schedule of Business Acquisition (Details) (USD $)	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Oct. 14, 2011 Acquisition
Cash and cash equivalents	$ 139	$ 6,493	$ 565	$ 2,577
Inventory		17,000		17,000
Fixed assets, net		9,865		10,415
Deposits				2,500
Customer list				90,000
Goodwill				249,749
Total assets acquired	139	6,493		372,241
Accounts payable				10,722
Total liabilities acquired	2,026,105	1,160,267		10,722
Net assets acquired				$ 361,519

XML

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2012

Accounting Policies [Abstract]

Schedule of Inventory

	December 31, 2012		December 31, 2011
Raw materials	$	-	$	-
Finished goods		-		17,000
Work in process		-		-
Subtotal		-		17,000
Reserve for Obsolescence		-		-
Total	$	-	$	17,000

Schedule of Depreciable Lives for Property and Equipment

Assets	Estimated useful life
Equipment	5 Years
Furniture	5 Years
Vehicles	7 Years

XML

NOTE 1 - NATURE OF OPERATIONS

12 Months Ended

Dec. 31, 2012

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NOTE 1 - NATURE OF OPERATIONS

NOTE 1 – NATURE OF OPERATIONS

Nature of Business

E-Waste Systems, Inc. (“the Company”) was incorporated as Dragon Beverage, Inc. in the State of Nevada on December 19, 2008.  In March 2011 the Company changed its name to E-Waste Systems, Inc.  The Company is incorporated to engage in the business of electronic waste recycling and asset recovery.

On October 14, 2011, E-Waste Systems, Inc. completed the acquisition of 100 percent of the issued share capital of E-Waste Systems of Ohio (formerly known as Tech Disposal, Inc.), an electronic waste recycler and asset recovery specialist based in Ohio.  The initial consideration, paid on the day of the closing, comprised 200,000 shares of common stock, together with 400 shares of series A convertible preferred stock. The purchase consideration also included contingent consideration equal to 4.5 times the adjusted earnings before interest tax depreciation and amortization (EBITDA) for the twelve month period immediately following closing, plus the cash balance at the date of closing, less the initial consideration paid. The remainder of the purchase consideration is deferred for 12 months in accordance with the contractual terms of the earn-out arrangement and is to be paid by issuing common stock.

On September 20, 2012 the Company’s wholly owned subsidiary, E-Waste Systems (Ohio), Inc. completed the physical transfer of its business and assets to Two Fat Greeks, LLC, a company controlled by George Pardos, who is a shareholder in the Company. The disposition and operations of the assets have been classified as discontinued operations.

XML

Consolidated Balance Sheets (Parenthetical) (USD $)	Dec. 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	490,000,000	190,000,000
Common stock, shares issued	106,504,926	100,764,624
Common stock, shares outstanding	106,504,926	100,764,624

XML

NOTE 11 - COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2012

Commitments and Contingencies Disclosure [Abstract]

NOTE 11 - COMMITMENTS AND CONTINGENCIES

NOTE 11 – COMMITMENTS AND CONTINGENCIES

Legal Proceedings

There are no legal proceedings, which the Company believes will have a material adverse effect on its financial position.

Operating Leases

The Company leased office and warehouse space in Columbus, Ohio under an operating lease.  The lease provided for a lease payment of $4,200 per month from December 1, 2012 through November 30, 2013, and a lease payment of $4,400 per month from December 1, 2013 through November 30, 2014, and lease payments thereafter on a month-to-month basis at a rate of $4,568 per month. On September 20, 2012, this lease was assigned to Two Fat Greeks, LLC as part of the transfer of the Company’s assets and business to Two Fat Greeks, LLC, and as such, the Company has no ongoing minimum lease payments associated with the lease.

Contingent Consideration

In connection with the acquisition of E-Waste Systems of Ohio, Inc. (formerly Tech Disposal, Inc.) on October 14, 2011, the Company agreed to pay contingent consideration to selling shareholder equal to 4.5 times the adjusted earnings before interest tax depreciation and amortization (EBITDA) for the twelve month period immediately following closing, plus the cash balance at the date of closing, less the initial consideration paid. The purchase consideration is deferred for 12 months in accordance with the contractual terms of the earn-out arrangement and is to be paid through the issuance of common stock.  The contingent liability was valued on the date of acquisition based probability-weighted expected outcomes of operations over the earnout period.  The contingent liability was $291,999 as of December 31, 2011.

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 would be settled at a value of $388,000 resulting in a loss on settlement of contingent consideration of $66.671.  The Company and shareholder agreed to fully satisfy the entire amount of the liability 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.

XML

Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2012	Apr. 16, 2013	Jun. 30, 2012
Document And Entity Information
Entity Registrant Name	EWaste Systems, Inc.
Entity Central Index Key	0001488309
Document Type	10-K
Document Period End Date	Dec. 31, 2012
Amendment Flag	false
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?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 3,836,159
Entity Common Stock, Shares Outstanding		147,872,330
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2012

XML

NOTE 12 - PREFERRED STOCK

12 Months Ended

Dec. 31, 2012

Equity [Abstract]

NOTE 12 - PREFERRED STOCK

NOTE 12 – PREFERRED STOCK

The Company is authorized to issue 10,000,000 shares of series A convertible preferred stock with a par value of $0.001.  As of December 31, 2012 and 2011, there were 0 and 400 shares of series A convertible preferred stock issued and outstanding, respectively.  The shares have the following provisions:

Dividends

Series A convertible preferred stockholders’ are entitled to receive dividends when declared.  As of December 31, 2012 and 2011 no dividends have been declared or paid.

Liquidation Preferences

In the event of liquidation, following the sale or disposition of all or substantially all of the Company’s assets, the holders of the Series A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Company to the holders of the common stock by reason of their ownership thereof, an amount equal to $100 per share.  

Voting Rights

Each holder of shares of the series A preferred stock is entitled to the number of votes equal to the number of shares of common stock into which the preferred shares are convertible.

Conversion

Each share of series A preferred stock is convertible, at the option of the holder, into the number of shares of common stock which is equal to $110 divided by the greater of (i) $0.001 or (ii) 90 percent of the volume weighted average closing price for the Company’s common stock during the ten trading days immediately prior to conversion.

Redemption

The series A preferred stock are redeemable for cash, at the option of the Company any time after the date of issuance, plus all accrued but unpaid dividends, on the following basis:

(i)   110  percent of the purchase price of each share of series A preferred stock if redeemed any time before the first twelve months of the date of issuance; and

(ii)   105 percent of the purchase price of each share of series A preferred stock on or after the first twelve months of the date of issuance.

Preferred Stock Activity for the Year Ended December 31, 2011

On October 14, 2011, the Company issued 400 shares of series A preferred stock as part of the acquisition of E-Waste Systems of Ohio, Inc. (formerly Tech Disposal, Inc.).  The shares of series A preferred stock were valued based on the convertibility into common shares as such convertibility was determined to be the most readily determinable measure of the fair of the preferred shares.  The fair value of the preferred shares was $17,520, calculated using the Black-Scholes valuation model.  Included in the model are the following assumptions: stock price at valuation date of $0.26, exercise price of $0.65, dividend yield of zero, years to maturity of one, risk free rate of 0.11 percent, and annualized volatility of 585 percent.

Preferred Stock Activity for the Year Ended December 31, 2012

As part of the settlement agreement with E-Waste Systems of Ohio, Inc. (formerly Tech Disposal, Inc.) as described in Note 5, the parties also agreed to the conversion and early redemption of 400 shares of series A preferred stock, each with a face value of $100 and the termination a consulting agreement between the Company and the shareholder through the issuance of common stock in the amount of $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.

XML

Consolidated Statements of Operations (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Income Statement [Abstract]
REVENUES
OPERATING EXPENSES
Officer and director compensation	770,890	499,417
Professional fees	498,555	520,832
General and administrative	27,472	37,260
Total Operating Expenses	1,296,917	1,057,509
LOSS FROM OPERATIONS	(1,296,917)	(1,057,509)
Interest expense	(59,228)	(39,709)
Loss on settlement of contingent consideration	(66,671)
Foreign currency tranaction gain (loss)	27,203	(8,895)
Gain (loss) on derivative liability	430	19,533
Total Other Expenses	(152,672)	(11,281)
LOSS BEFORE INCOME TAXES	(1,449,589)	(1,068,790)
Provision for income taxes
NET LOSS FROM CONTINUING OPERATIONS	(1,449,589)	(1,068,790)
Loss from discontinued operations	(81,705)	(351,959)
Loss on disposal of discontinued operations	(36,963)
Loss from Discontinued Operations, Net of Income Taxes	(118,668)	(351,959)
NET LOSS	$ (1,568,257)	$ (1,420,749)
BASIC AND DILUTED LOSS PER SHARE FROM CONTINUING OPERATIONS	$ (0.01)	$ (0.01)
BASIC AND DILUTED LOSS PER SHARE FROM DISCONTINUED OPERATIONS	$ 0.00	$ 0.00
TOTAL BASIC AND DILUTED LOSS PER SHARE	$ (0.02)	$ (0.01)
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING	102,267,174	100,139,193

XML

NOTE 6 - PROPERTY AND EQUIPMENT

12 Months Ended

Dec. 31, 2012

Property, Plant and Equipment [Abstract]

NOTE 6 - PROPERTY AND EQUIPMENT

NOTE 6 - PROPERTY AND EQUIPMENT

The Company’s property and equipment from discontinued operations consisted of the following amounts as of December 31, 2012 and 2011:

	December 31, 2012		December 31, 2011
Vehicles	$	-	$	12,875
Sub Total		-		12,875	,
Accumulated Depreciation		-		(3,010	)
Total	$	-	$	9,865

Depreciation expense from discontinued operations was $1,717 and $550, for the years ended December 31, 2012 and 2011, respectively. The entire historical cost of property and equipment, accumulated depreciation and depreciation expense at December 31, 2011 was owned by EWSO and as such has been included in liabilities from discontinued operations, net on the face of the balance sheet at year end.

XML

NOTE 5 - DISCONTINUED OPERATIONS

12 Months Ended

Dec. 31, 2012

Discontinued Operations and Disposal Groups [Abstract]

NOTE 5 - DISCONTINUED OPERATIONS

NOTE 5 – DISCONTINUED OPERATIONS

Disposition of E-Waste Systems of Ohio, Inc. (formerly Tech Disposal, Inc.)

On September 20, 2012 the Company’s wholly owned subsidiary, E-Waste Systems (Ohio), Inc. completed the physical transfer of certain of its business and assets to Two Fat Greeks, LLC, a company controlled by George Pardos, who is also a shareholder in E-Waste Systems, Inc.  In connection with this transfer, E-Waste Systems (Ohio), Inc. has agreed to assign its lease on the premises at 1033 Brentnell Avenue, Columbus, Ohio to Two Fat Greeks, LLC.  The value of this consideration receivable, including any gain on disposal associated therewith, has been fully impaired in these financial statements because its collection is uncertain.

Inventory	$	34,057
Receivables		71,890
Property & equipment, net		8,147
Deposits		4,405
Accrued liabilities		(16,536	)
Allowance for doubtful accounts		(65,000	)
Loss on disposal of discontinued operations	$	36,963

The transferred business and assets of E-Waste Systems (Ohio) Inc. have been presented as discontinued operations in these financial statements, with the total book value disposed of $36,963 shown as a loss on disposal of discontinued operations.

XML

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2012

Accounting Policies [Abstract]

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.

Principles of Consolidation

Principles of Consolidation

The accompanying consolidated financial statements for the year ended December 31, 2012 include the accounts of the Company and its wholly-owned subsidiary, E-Waste Systems of Ohio, Inc.  All significant intercompany balances and transactions have been eliminated in consolidation.

Accounting Basis

Accounting Basis

The basis is accounting principles generally accepted in the United States of America.  The Company has adopted a December 31 fiscal year end.

Cash and Cash Equivalents

Cash and Cash Equivalents

For purposes of the Statement of Cash Flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.  The Company had $139 and $6,493 in cash and cash equivalents at December 31, 2012 and 2011, respectively.

Inventory

Inventory

Inventories are stated at the lower of cost or market using the average cost or specific identification methods and consist of finished goods available for sale. The Company writes down its inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those anticipated, inventory adjustments may be required.  As of December 31, 2012 and 2011, the Company recorded no inventory adjustments that were considered necessary due to such market conditions.

In accordance with ARB No. 43 “Inventory Pricing,” the Company’s inventory is valued at the lower of cost (the purchase price, including additional fees) or market based on using the entire value of inventory. The entire amount of inventory at December 31, 2011 was owned by EWSO and as such has been included in liabilities from discontinued operations, net on the face of the balance sheet at year end.  Inventories are determined based on the first-in first-out (FIFO) basis.  Inventory consists of solely of finished goods.  As of December 31, 2012 and 2011 inventory consisted of the following:

	December 31, 2012		December 31, 2011
Raw materials	$	-	$	-
Finished goods		-		17,000
Work in process		-		-
Subtotal		-		17,000
Reserve for Obsolescence		-		-
Total	$	-	$	17,000

Property and Equipment

Property and Equipment

Property and equipment are recorded at historical cost less accumulated depreciation, unless impaired.  Depreciation is charged to operations over the estimated useful lives of the assets using the straight-line.  Upon retirement or sale, the historical cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized.  Expenditures for repairs and maintenance are charged to expense as incurred.

The Company generally uses the following depreciable lives for its major classifications of property and equipment:

Assets	Estimated useful life
Equipment	5 Years
Furniture	5 Years
Vehicles	7 Years

Long-Lived Assets

Long-Lived Assets

Long-lived assets include equipment and intangible assets other than those with indefinite lives. We assess the carrying value of our long-lived asset groups when indicators of impairment exist and recognize an impairment loss when the carrying amount of a long-lived asset is not recoverable from the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Indicators of impairment include significant underperformance relative to historical or projected future operating results, significant changes in our use of the assets or in our business strategy, loss of or changes in customer relationships and significant negative industry or economic trends. When indications of impairment arise for a particular asset or group of assets, we assess the future recoverability of the carrying value of the asset (or asset group) based on an undiscounted cash flow analysis. If carrying value exceeds projected, net, undiscounted cash flows, an additional analysis is performed to determine the fair value of the asset (or asset group), typically a discounted cash flow analysis, and an impairment charge is recorded for the excess of carrying value over fair value.

Goodwill

Goodwill

Goodwill represents the excess of the purchase price of an acquired enterprise or assets over the fair value of the identifiable net assets acquired.  The Company tests goodwill for impairment in each quarter of the year, and whenever events or changes in circumstances arise during the year that indicate the carrying amount of goodwill may not be recoverable.  In evaluating whether an impairment of goodwill exists, the Company first compares the estimated fair value of a reporting unit against its carrying value.  If the estimated fair value is lower than the carrying value, then a more detailed assessment is performed comparing the fair value of the reporting unit to the fair value of the assets and liabilities plus the goodwill carrying value of the reporting unit.  If the fair value of the reporting unit is less than the fair value of its assets and liabilities plus goodwill, then an impairment charge is recognized to reduce the carrying value of goodwill by the difference.

The gross amount of goodwill at December 31, 2012 and 2011 was $249,749 and $249,749, respectively, with accumulated impairments of $249,749.  The net amount of goodwill at December 31, 2012 and 2011 was $-0- and $-0-, respectively.  During the year ended December 31, 2011, the Company recorded an impairment charge totaling $249,749 related to purchased goodwill whose carrying value was determined to be greater than its fair value under the methodology described above.

Business Acquisitions

Business Acquisitions

Business acquisitions are accounted for under the purchase method of accounting.  Under the purchase method, assets and liabilities of the business acquired are recorded at their estimated fair values as of the date of the acquisition, with any excess of the cost of the acquisition over the estimated fair value of the net tangible and intangible assets acquired recorded as goodwill.  The Company makes certain judgments and assumptions in determining the fair value of acquired assets and assumed liabilities, especially with respect to acquired intangibles.  Using different assumptions than those used by the Company in determining fair value could materially impact the purchase price allocation and the Company’s financial position and results of operations.  Results of operations for acquired businesses are included in the consolidated financial statements from the date of acquisition.

Revenue Recognition

Revenue Recognition

The Company applies the provisions of ASC 605, which provides guidance on the recognition, presentation and disclosure of revenue in financial statements.  ASC 605 outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. In general, the Company recognizes revenue related to goods and services provided when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the fee is fixed or determinable, and (iv) collectability is reasonably assured.

The Company sells refurbished electronic equipment and scrap electronic materials. Typically, sales are for cash upon delivery of the product. Accordingly, revenues are recognized simultaneously when cash is received and the product is delivered. The Company rarely extends credit to its customers but rather requires cash payment upon delivery.

Advertising Costs

Advertising Costs

The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $11,000 and $-0- as of December 31, 2012 and 2011, respectively.

Stock-Based Compensation

Stock-Based Compensation

The Company has adopted ASC 718, using the modified prospective method, in accounting for stock-based compensation. Under this transition method, stock compensation expense includes compensation expense for all stock-based compensation awards granted based on the grant-date fair value estimated in accordance with the provisions of ASC 718. As of December 31, 2012 and 2011, the Company has not issued any share-based payments to its employees or third parties.

Foreign Currency

Foreign Currency

Foreign currency transactions denominated in a currency other than the US Dollar, which is the Company’s functional currency, are included in determining net income for the period.

Income Taxes

Income Taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740 “Accounting for Income Taxes” as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in this financial statement because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

Basic and Diluted Loss per Common Share

Basic and Diluted Loss per Common Share

Basic (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There were66,681,550 such common stock equivalents as a result of convertible notes payable outstanding as of December 31, 2012 and 2011.

Financial Instruments

Financial Instruments

Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1- Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 - Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 - Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, amounts receivable, accounts payable, accrued liabilities, notes payable, and amounts due to related parties.  Pursuant to ASC 820, the fair value of our cash and derivative liability is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

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.

Reclassification of Financial Statement Accounts

Reclassification of Financial Statement Accounts

Certain amounts in the December 31, 2011 financial statements have been reclassified to conform to the presentation in the December 31, 2012 financial statements.

XML

NOTE 13 - COMMON STOCK

12 Months Ended

Dec. 31, 2012

Notes to Financial Statements

NOTE 13 - COMMON STOCK

NOTE 13 – COMMON STOCK

The Company’s board of directors and majority shareholder approved an amendment to the articles of incorporation for the purpose of increasing the authorized common stock from 190,000,000 shares to 490,000,000 shares. The Company’s authorized shares of preferred stock were not affected in this corporate action.  As of December 31, 2012 and 2011, there were 106,504,926 and 100,764,624 post-split shares of common stock issued and outstanding, respectively.

On March 28, 2011, the Company’s board of directors and majority shareholder approved a forward split of 12.5 to one in which each shareholder was issued 12.5 common shares in exchange for each one common share of the currently issued common stock. The accompanying financial statements have been restated to reflect the forward stock split on a retro-active basis.

Common Stock Activity for the Year Ended December 31, 2011

On October 14, 2011, the Company issued 200,000 post-split shares of common stock (16,000 pre-split shares) as part of the acquisition of E-Waste Systems of Ohio, Inc. (formerly Tech Disposal, Inc.).  The shares issued in the acquisition were valued at $52,000, which was based on the trading price of the Company’s stock on the date of acquisition of $0.26.

During the year ended December 31, 2011, the Company issued 564,624 post-split shares of common stock (45,170 pre-split shares) at $0.38 per share for services valued at $213,452.  The value of shares issued for services was based on the trading price of Company’s common stock on the date of issuance.  The Company also received $23,500 in capital contributions during the year.

Common Stock Activity for the Year Ended December 31, 2012

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 would be settled at a value of $388,000.  The Company and shareholder agreed to fully satisfy the entire amount of the liability 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 preferred stock, each with a face value of $100 and the termination a consulting agreement between the Company and the shareholder through the issuance of common stock in the amount of $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 year ended December 31, 2012, the Company issued 5,375,433 shares of common stock at $0.02 per share for services valued at $109,679.  The value of shares issued for services was based on the trading price of Company’s common stock on the date of issuance.

During the year ended December 31, 2012, the Company issued 71,528 shares of common stock at $1.97 per share for settlement of debt valued at $140,664.  The value of shares issued for services was based on the trading price of Company’s common stock on the date of issuance.

During the year ended December 31, 2012, the Company recorded $25,313 to additional paid-in capital for debt discounts recorded on convertible notes payable.  The Company also received $42,000 in capital contributions during the year.

XML

NOTE 9 - NOTES PAYABLE

12 Months Ended

Dec. 31, 2012

Notes to Financial Statements

NOTE 9 - NOTES PAYABLE

NOTE 9 –NOTES PAYABLE

Notes Payable Activity for the Year Ended December 31, 2011

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 10% below the current market price.  The current market price is 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” is defined as the average of the lowest three daily closing prices per share for the five business days prior to the date of conversion.  The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded an initial derivative liability and debt discount of $26,904 on the origination date of the note. As of December 31, 2011, the Company had amortized $26,904 of the total outstanding debt discount leaving an unamortized debt discount of $-0-.  See Note 10 for treatment of derivative liability associated with convertible notes payable.

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 have been recognized in the consolidated statement of operations for the year ended December 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 $3,717 interest expense on this convertible note payable.

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.   The Company recognized $1,445 and  $252 of interest expense on the related party convertible note payable leaving a balance in accrued interest of $1,697 and $252 as of December 31, 2012 and 2011, respectively.  The note is currently in default and all default terms have been recognized in the presentation of the note payable.

Notes Payable Activity for the Year Ended December 31, 2012

On February 3, 2012 and February 21, 2012 the Company borrowed $40,000 and $35,000, respectively, from an unrelated third party entity in the form of two promissory notes. The notes bear interest at 14 percent, are unsecured and are due on demand. During the year ended December 31, 2012, the Company recognized $9,311 of interest expense on these notes payable leaving balances in accrued interest of $5,095 and $4,216, respectively as of December 31, 2012.

On February 24, 2012, the Company 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 December 31, 2012, approximately $17,000 of the funds lent had been applied to purchase feed stocks for the Company’s discontinued operations. The promissory note accrues interest at 14 percent and is due on March 24, 2013.  The note is currently in default and all default terms have been recognized in the presentation of the note payable.  During the year ended December 31, 2012, the Company recognized $11,929 of interest expense and made payments on accrued interest of $4,897 on this promissory note leaving a balance in accrued interest of $7,032 on December 31, 2012.

On August 27, 2012, the Company executed a promissory note in the principal sum of $150,000.  The consideration to be provide by the note holder is $135,000.  A $15,000 (10%) original issue discount (“OID”) applies to the principal sum.  The note holder made payments of $25,000 and $15,000 of the total consideration during the year and may pay additional consideration to the Company in such amounts and at such dates as it may choose in its sole discretion.  The principal sum due to the note holder is to be prorated based on the consideration actually aid together with the 10% original issue discount that will also be prorated based on the amount of consideration actually paid as well as any other interest or fees.  The maturity date is one year from the date of each payment of consideration and is the date upon which the principal sum, as well as any unpaid interest and other fees, shall be due and payable.  The OID in respect of the consideration received on the date of execution equaled $4,445, which is included in interest expense for the year.

The note contains a conversion feature wherein the note bay be converted to shares of the Company’s common stock at a conversion price of the lesser of $0.01 or 70% of the lowest trade price in the 25 trading days prior to the conversion date.  Unless otherwise agreed in writing by both parties, at no time will the holder of the note convert any amount outstanding into common stock that would result in it owning more than 4.99% of the total common stock outstanding.  The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $58,646 and debt discounts of $4,4445 on the payment dates of the note. As of December 31, 2012, the Company had amortized $13,334 of the total outstanding debt discount leaving unamortized debt discounts of $31,111.  See Note 10 for treatment of derivative liability associated with convertible notes payable.

On December 31, 2012, the Company negotiated the forgiveness of accounts payable of $50,000 owed to a Company consultant in exchange for the execution of a convertible note payable with a face value of $162,500.  One the same date and under the same terms, the Company executed two other convertible notes payable with face values of $11,000 and $29,000 in exchange for services provided to the Company.  The notes are unsecured, bear interest at 6% per annum and are due on December 31, 2015.  The notes are also convertible, at the option of the holder, into shares of the Company’s common stock at a share price of the lower of $0.0064 or the average of the three lowest volume weighted-average prices per share during the 30 calendar day period immediately prior to the date of conversion.

The intrinsic value of the beneficial conversion features and the debt discounts associated with the equity issued in connection with the convertible debts were recorded based on the relative fair value of the equity in relation to the debt in accordance with ASC 470.  The total initial beneficial conversion feature recorded was $25,313.  The discount will be amortized and recorded to the statement of operations over the stated term of the note and is included within as interest expense.  As of December 31, 2012, the Company has amortized $-0- of the total outstanding debt discounts leaving an unamortized debt discount of $25,313.

The components of notes payable are summarized in the table below:

	December 31,			December 31,
	2012			2011
Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on December 31, 2015	$	11,000		$	-
Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on December 31, 2015		29,000			-
Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on December 31, 2015		162,500			-
Unamortized debt discounts on issuances of convertible debt		(25,313	)		-
Total long-term debt		177,187			-
Current portion of long-term debt, net		(59,062	)		-
Total Long-term Debt, net of Current Portion	$	118,125		$	-
Note payable to a related party, bearing interest at 12%, unsecured, due on March 7, 2012	$	-		$	50,240
Convertible note payable to an unrelated party, bearing interest at 12%, unsecured, due on March 7, 2012		-			73,500
Convertible note payable to a related party, bearing interest at 12%, unsecured, due on October 28, 2012 (note is in default)		12,000			12,000
Notes payable to an unrelated party, bearing interest at 14%, unsecured, due on demand		75,000			-
Note payable to an unrelated party, bearing interest at 14%, unsecured, due on March 24, 2013 (note is in default)		100,000
Convertible note payable to an unrelated party, bearing interest at 10%, unsecured, $27,778 due on August 27, 2013 and $16,667 due on October 10, 2013		44,445			-
Discounts on short-term convertible notes payable		(31,111	)
Derivative liability on short-term convertible notes		61,545
Current portion of long-term debt, net		59,062
Total Short-term Notes Payable	$	320,941		$	135,740

XML

NOTE 7 - GOODWILL AND INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2012

Goodwill and Intangible Assets Disclosure [Abstract]

NOTE 7 - GOODWILL AND INTANGIBLE ASSETS

NOTE 7 – GOODWILL AND INTANGIBLE ASSETS

Goodwill

During the year ended December 31, 2011, the Company’s goodwill impairment test indicated that future cash flows from the acquisition of E-Waste Systems of Ohio, Inc. would not support the carrying value of the associated goodwill.  Therefore the Company recorded a goodwill impairment charge of $249,749 which was calculated as the difference between the fair value of the assets and liabilities of the reporting unit, including the carrying value of its goodwill, to the reporting unit’s fair value, measured by an income approach utilizing projected cash flows.  No impairment on goodwill was recognized during the year ended December 31, 2012.

Intangible Assets

Intangible assets include assets capitalized as a result of the Company’s acquisition of E-Waste Systems of Ohio, Inc. and represent the valuation of the customer list acquired based on net cash flows from the subsidiary’s customer relationships.  After close of the acquisition, the Company determined that the future cash flows from the acquisition would not support the carrying value of the associated intangible asset.  Therefore the Company recorded an impairment charge of $90,000 to fully impair the asset. No impairment on intangible assets was recognized during the year ended December 31, 2012.

XML

NOTE 8 - RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2012

Related Party Transactions [Abstract]

NOTE 8 - RELATED PARTY TRANSACTIONS

NOTE 8 - RELATED PARTY TRANSACTIONS

From time to time the Company has received funds from related parties to fund operations.  The note bears interest at 12 percent, is  unsecured and  due on demand.  On March 7, 2012, the Company satisfied all principal and interest obligations with respect to the related party payables 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 year ended December 31, 2012 and is based on the trading price of the Company’s common stock, which was $1.50 on the date of conversion.

XML

NOTE 10 - DERIVATIVE LIABILITY

12 Months Ended

Dec. 31, 2012

Notes to Financial Statements

NOTE 10 - DERIVATIVE LIABILITY

NOTE 10 – DERIVATIVE LIABILITY

Effective July 31, 2009, the Company adopted ASC 815 which defines determining whether an instrument (or embedded feature) is solely indexed to an entity’s own stock.  The conversion terms of the convertible note executed on August 27, 2012 (total face value of $44,445) are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced.  As a result, the Company has determined that the conversion features imbedded in the notes are not considered to be solely indexed to the Company’s own stock and are therefore not afforded equity treatment. In accordance with ASC 815, the Company has bifurcated the conversion feature of the note and recorded a derivative liability.

ASC 815 requires Company management to assess the fair market value of certain derivatives at each reporting period and recognize any change in the fair market value as another income or expense item.  The Company’s only asset or liability measured at fair value on a recurring basis is its derivative liability associated with convertible notes payable.

At origination, the Company valued the conversion features using the following assumptions: dividend yield of zero, years to maturity of 1.00 year, risk free rate 0.18 percent, and annualized volatility of between 260 and 282 percent to record a derivative liability of $58,646.  At December 31, 2012, the Company revalued the conversion features using the following assumptions: dividend yield of zero, years to maturity of between 0.65 and 0.78 years, risk free rate of 0.16 percent, and annualized volatility of between 310 and 331 percent and determined that, during the year ended December 31, 2012, the Company’s derivative liability decreased by $2,899 to $61,545. The Company recognized a corresponding loss on derivative liability in conjunction with this revaluation.  This loss on derivative liability was offset by a gain on derivative liability of $3,329 recognized at conversion of an existing convertible note payable on March 7, 2012.  As such, the Company recorded a net gain on derivative liability of $430 during the year ended December 31, 2012.

XML

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Depreciable Lives for Property and Equipment (Details)	12 Months Ended
	Dec. 31, 2012
Equipment
Estimated useful life	5 years
Furniture
Estimated useful life	5 years
Vehicles
Estimated useful life	7 years

XML

NOTE 14 - INCOME TAXES - Schedule of Tax Rate Reconciliation (Details) (USD $)	Dec. 31, 2012	Dec. 31, 2011
Income Tax Disclosure [Abstract]
Loss carryforwards (expire through 2031)	$ (997,775)	$ (499,112)
Total gross deferred tax asset	411,029	292,368
Valuation allowance	(411,029)	(292,368)
Net deferred tax asset
Deferred tax liabilities
Net deferred taxes

XML

NOTE 15 - SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2012

Subsequent Events [Abstract]

NOTE 15 - SUBSEQUENT EVENTS

NOTE 15 - SUBSEQUENT EVENTS

On January 18, 2013, the Company entered into a convertible note agreement with a Company consultant for services of $41,557. The conversion price is the lower of $0.0064 or the 3 lowest volume weighted-average trading prices during the 30 calendar day period immediately prior to, but not including the conversion date.

On February 8, 2013, the Company negotiated the forgiveness of accounts payable of $50,000 owed to a Company consultant in exchange for the execution of a convertible note payable with a face value of $162,500.  The note is unsecured, bears interest at 6% per annum and are due on February 8, 2016.  The note is convertible, at the option of the holder, into shares of the Company’s common stock at a share price of the lower of $0.0064 or the average of the three lowest volume weighted-average prices per share during the 30 calendar day period immediately prior to the date of conversion.

The Company issued 650 shares of Series A Convertible Callable Preferred Stock valued at $1,000 per share to an unrelated third party for cash proceeds of $650,000.  The Company also issued 18,067,404 shares of common stock valued at an average of $0.0159 per share to various contractors for services valued at $287,866.  The Company also issued 23,300,000 shares of common stock valued at an average of $0.0068 per share to various note holders in conversion of $159,350 of debt.

On March 5, 2013 the Company entered into a convertible note agreement with Company consultant for services of $17,417. The conversion price is the lower of $0.0064 or the three lowest volume weighted-average trading prices during the 30 calendar day period immediately prior to, but not including the conversion date.

In accordance with ASC 855-10, the Company’s management has reviewed all material events through the date of this report and determined that there are no other material subsequent events to report.

XML

NOTE 5 - DISCONTINUED OPERATIONS (Tables)

12 Months Ended

Dec. 31, 2012

Discontinued Operations and Disposal Groups [Abstract]

Schedule of loss on disposal of assets

Inventory	$	34,057
Receivables		71,890
Property & equipment, net		8,147
Deposits		4,405
Accrued liabilities		(16,536	)
Allowance for doubtful accounts		(65,000	)
Loss on disposal of discontinued operations	$	36,963

XML

NOTE 13 - COMMON STOCK (Details Narrative) (USD $)	0 Months Ended	12 Months Ended				12 Months Ended			3 Months Ended	12 Months Ended		12 Months Ended
	Oct. 14, 2011	Dec. 31, 2012	Dec. 31, 2011	Mar. 05, 2013	Mar. 22, 2012	Dec. 31, 2011 AcquisitionsMember	Dec. 31, 2011 AcquisitionsMember PostSplitMember	Dec. 31, 2011 AcquisitionsMember PreSplitMember	Apr. 16, 2013 ServicesMember	Dec. 31, 2011 ServicesMember	Dec. 31, 2012 ServicesMember	Dec. 31, 2011 ServicesMember PostSplitMember	Dec. 31, 2011 ServicesMember PreSplitMember	Dec. 31, 2012 DebtSettlementMember
Increase in Authorized Common Shares		190,000,000
Common Stock Authorized		490,000,000	190,000,000
Common Stock Issued and Outstanding		106,504,926	100,764,624
Stock Split			12.5
Common Shares Issued During Period							200,000	16,000
Value of Common Shares Issued	$ 52,000					$ 52,000
Price per Share			$ 0.26	$ 0.0064		$ 0.26			$ 0.0159	$ 0.38	$ 0.02			$ 1.97
Common Shares Issued for Services		5,375,433							18,067,404			564,624	(45,170)
Value of Common Shares Issued for Services		109,679	213,452						287,866	213,452
Proceeds from Capital Contributions		42,000	23,500
Settlement Contingent Consideration					388,000
Common Shares Issued for Settlement		293,341
Shares Issued for Settlement of Debt		71,528
Value of Shares Issued for Settlement of Debt		140,664
Increase in Paid in Capital for Debt Discounts		25,313
Preferred Shares Redeemed		400
Face Value Preferred Stock		$ 100
Value of Stock Issued for Oustanding Liabilities		54,000
Value of Preferred Shares Converted		$ 48,400
Common Shares Issued upon Conversion		28,951
Common Shares Issued on Early Redemption		32,301

XML

NOTE 6 - PROPERTY AND EQUIPMENT (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Property, Plant and Equipment [Abstract]
Depreciation Expense Discontinued Operations	$ 1,717	$ 550

XML

Consolidated Statement of Shareholders' Deficit (USD $)	Preferred Stock	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance, Amount at Dec. 31, 2010		$ 100,000	$ (92,000)	$ (47,497)	$ (39,497)
Balance, in Shares at Dec. 31, 2010		100,000,000
Preferred and common stock issued in acquisition of subsidiary, Amount	1	200	69,319		69,520
Preferred and common stock issued in acquisition of subsidiary, in Shares	400	200,000
Common stock issued for services, Amount		565	212,887		213,452
Common stock issued for services, in Shares		200,000
Capital contributions from a related party			23,500		23,500
Net Loss				(1,420,749)	(1,420,749)
Balance, Amount at Dec. 31, 2011	1	100,765	213,706	(1,468,246)	(1,153,774)
Balance, in Shares at Dec. 31, 2011	400	100,764,624
Common stock issued for services, Amount		5,375	104,304		109,679
Common stock issued for services, in Shares		5,375,433			5,375,433
Common stock issued for conversion of debt, Amount		72	140,592		140,664
Common stock issued for conversion of debt, in Shares		71,528
Common stock issued to settle contingent consideraton, Amount	(1)	293	378,117		378,409
Common stock issued to settle contingent consideraton, in Shares	(400)	293,341			293,341
Capital contributions from a related party			42,000		42,000
Debt discounts recorded on convertible notes payable			25,313		25,313
Net Loss				(1,568,257)	(1,568,257)
Balance, Amount at Dec. 31, 2012		$ 106,505	$ 904,032	$ (3,036,503)	$ (2,025,966)
Balance, in Shares at Dec. 31, 2012		106,504,926

XML

NOTE 4 - ACQUISITION OF SUBSIDIARIES

12 Months Ended

Dec. 31, 2012

Notes to Financial Statements

NOTE 4 - ACQUISITION OF SUBSIDIARIES

NOTE 4 – ACQUISITION OF SUBSIDIARIES

Acquisition of E-Waste Systems of Ohio, Inc. (formerly Tech Disposal, Inc.)

On October 14, 2011, E-Waste Systems, Inc. entered into a share exchange agreement wherein E-Waste Systems, Inc. completed the acquisition of 100 percent of the issued share capital of E-Waste Systems of Ohio (formerly known as Tech Disposal, Inc.), an electronic waste recycler and asset recovery specialist based in Ohio.  Through this transaction E-Waste Systems of Ohio, Inc. became a wholly-owned subsidiary of E-Waste Systems, Inc.

The initial consideration, paid on the day of the closing, comprised 200,000 shares of common stock, valued at $52,000, together with 400 shares of series A convertible preferred stock, valued at $17,520.  See Note 11 for descriptions of share valuations.  The shares issued represent approximately 0.2 percent of the Company’s total outstanding shares immediately following the transaction. 

The purchase consideration also included contingent consideration to be paid to the selling shareholder equal to 4.5 times the adjusted earnings before interest tax depreciation and amortization (EBITDA) for the twelve month period immediately following closing, plus the cash balance at the date of closing, less the initial consideration paid. The contingent consideration is deferred for 12 months in accordance with the contractual terms of the earn-out arrangement and is to be paid through the issuance common stock.

The assets and liabilities of E-Waste Systems of Ohio, Inc. as of the acquisition date was recorded at their estimated fair value. A preliminary allocation of the purchase price is as follows:

Cash and cash equivalents	$	2,577
Inventory		17,000
Fixed assets, net		10,415
Deposits		2,500
Customer list		90,000
Goodwill		249,749
Total assets acquired		372,241
Accounts payable		10,722
Total liabilities acquired		10,722
Net assets acquired	$	361,519

XML

NOTE 6 - PROPERTY AND EQUIPMENT (Tables)

12 Months Ended

Dec. 31, 2012

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

	December 31, 2012		December 31, 2011
Vehicles	$	-	$	12,875
Sub Total		-		12,875	,
Accumulated Depreciation		-		(3,010	)
Total	$	-	$	9,865

XML

NOTE 5 - DISCONTINUED OPERATIONS - Schedule of loss on disposal of assets (Details) (USD $)	12 Months Ended		1 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Sep. 20, 2012 Disposal Discontinued Operations
Inventory		$ 17,000	$ 34,057
Receivables			71,890
Property & equipment, net		9,865	8,147
Deposits			4,405
Accrued liabilities			(16,536)
Allowance for doubtful accounts			(65,000)
Loss on disposal of discontinued operations	$ (81,705)	$ (351,959)	$ 36,963

XML

NOTE 14 - INCOME TAXES

12 Months Ended

Dec. 31, 2012

Income Tax Disclosure [Abstract]

NOTE 14 - INCOME TAXES

NOTE 14 – INCOME TAXES

The Company accounts for income taxes in accordance with ASC 740, Income Taxes , which requires the recognition of deferred tax liabilities and assets at currently enacted tax rates for the expected future tax consequences of events that have been included in the financial statements or tax returns. A valuation allowance is recognized to reduce the net deferred tax asset to an amount that is more likely than not to be realized.

ASC 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company’s financial statements. ASC 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.

Net deferred tax assets consist of the following components as of December 31, 2012 and 2011:

	December 31, 2012			December 31, 2011
Book income (loss) from operations	$	(997,775	)	$	(499,112	)
Impairment expense		115,515			115,515
Losses on debt settlements and asset dispositions		35,236			-
Amortization of debt discounts		24,400			9,147
Change in derivative liability		(6,787	)		(6,641	)
Common stock issued for services		109,865			72,574
Valuation allowance		719,546			308,517
Total provision for income taxes	$	-		$	-

The income tax provision differs from the amount of income tax determined by applying the estimated U.S. federal and state income tax rates of 34 percent to pretax income from continuing operations for the year ended December 31, 2012 and 2011 due to the following:

	December 31, 2012			December 31, 2011
Loss carryforwards (expire through 2031)	$	(997,775	)	$	(499,112	)
Total gross deferred tax asset		411,029			292,368
Valuation allowance		(411,029	)		(292,368	)
Net deferred tax asset		-			-
Deferred tax liabilities		-			-
Net deferred taxes	$	-		$	-

At December 31, 2012, the Company had net operating loss carry forwards of approximately $997,775 through 2031.  No tax benefit has been reported in the December 31, 2011 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.