10-K/A 1 mainbody.htm MAINBODY mainbody.htm
 
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.

 
 
 
 
 
 
 
 
 
 
 
 
 

 

 
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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)
    
 
 
 
 
 
 
 
 
 
 

 
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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.

 
 
 
 
 
 
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