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, 2013
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.)
1350 E. Flamingo, #3101, Las Vegas, NV	89119
(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.  345,691,874 as of April 8, 2014..

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, 2013 (the “Form 10-K”), as filed with the Securities and Exchange Commission on April 15, 2014, is to furnish Amended 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 this report on Form 10-K/A, Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized.

E-WASTE SYSTEMS, INC.,

a Nevada corporation

By: /s/  Martin Nielson

              Martin Nielson, Chief Executive Officer

Date:    April 21, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report 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 21, 2014
Martin Nielson,          Chief Executive Officer, Director (Principal Executive Officer)

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E-WASTE SYSTEMS, INC.

EXHIBIT INDEX

TO

2013 ANNUAL REPORT ON FORM 10-K/A

Exhibit Number	Description	Incorporated by Reference to:	Filed Herewith
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
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 Martin Nielson, Chief Finance Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 *	Certificate of Martin Nielson, Chief Executive Officer, and Martin Nielson, Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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 year ended December 31, 2013, filed April 15, 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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XML

RELATED PARTY TRANSACTIONS (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Receivables from related parties	$ 1,052
Officers Compensation	629,142	770,890
Related Party [Member]
Interest expense convertible debt	1,440	252
Accrued Interest Payable	3,137	1,697
Preferred Stock Series B [Member]
Shares Issued During Period	195,000
Price per Share	$ 1.00
Officers [Member]
Shares Issued During Period	2,500,000
Price per Share	$ 0.003315
Officers Compensation	8,000
Accrued Officer Compensation	1,237,273
CEO S-8 Registered [Member]
Shares Issued During Period	1,800,000
Price per Share	$ 0.0070
Officers Compensation	12,600
CEO [Member]
Shares Issued During Period	10,000,000
Price per Share	$ 0.0088
Officers Compensation	125,000
CEO [Member] | Preferred Stock Series B [Member]
Officers Compensation	195,000
CFO [Member]
Shares Issued During Period	3,685,341
Price per Share	$ 0.013
Officers Compensation	$ 40,154

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Stock warrant derivative liabilities	$ (465,880)	$ (61,545)
Total	(465,880)	(61,545)
Level 1 [Member]
Stock warrant derivative liabilities
Total
Level 2 [Member]
Stock warrant derivative liabilities
Total
Level 3 [Member]
Stock warrant derivative liabilities	(465,880)	(61,545)
Total	$ (465,880)	$ (61,545)

XML

STOCKHOLDERS' EQUITY (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Preferred Stock Shares Authorized	10,000,000	10,000,000
Preferred Stock Par Value	$ 0.001	$ 0.001
Preferred Stock Shares Issued	195,000	0
Preferred stock, shares outstanding	195,000	0
Preferred Stock Redemption Price		$ 100
Preferred Stock Conversion Price per Share		110
Face Value Preferred Stock		$ 100
Common Stock Authorized	490,000,000	490,000,000
Common stock, shares issued	262,734,973	106,504,926
Common stock, shares outstanding	262,734,973	106,504,926
Value of Share		$ 109,679
Increase in Additional Paid in Capital Variable Interest Entity	15,340
Debt discounts recorded on convertible notes payable	212,659	25,313
Permanent equity in connection with convertible notes	98,818
Issuance of common stock shares	3,000,000
Isuance of common stock for cash to an unrelated party per share	$ 0.0190
Isuance of common stock for cash to an unrelated party value	57,000
Series A [Member]
Preferred Stock Shares Authorized	200,000
Preferred Stock Par Value	$ 0.001
Preferred Stock Shares Issued	1,903	0
Preferred stock, shares outstanding	1,903	0
Series B [Member]
Preferred Stock Shares Authorized	500,000
Preferred Stock Par Value	$ 0.001
Preferred Stock Shares Issued	195,000	0
Preferred stock, shares outstanding	195,000	0
Settlement of Debt [Member]
Shares Issued During Period	44,031,756
Stock Issued Price Minimum Range	$ 0.003315
Stock Issued Price Max Range	$ 0.067
Value of Share	545,294
Services [Member]
Shares Issued During Period	105,698,291
Stock Issued Price Minimum Range	$ 0.006
Stock Issued Price Max Range	$ 0.0899
Value of Share	$ 3,518,594

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2013

Notes to Financial Statements

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the SEC.  The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States

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 and disclosure of contingent 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.

In the opinion of management, all adjustments necessary to present fairly the financial position, results of operations, and cash flows at December 31, 2013, and for all periods presented herein, have been made.

Beneficial Conversion Feature

Costs incurred with parties who are providing financing, which include the intrinsic value of beneficial conversion features associated with the underlying debt, are reflected as a debt discount.  These discounts are generally amortized over the life of the related debt.  In certain circumstances, the intrinsic value of the beneficial conversion feature may be greater than the proceeds associated to the convertible instrument.  In such situations, the amount of the discount assigned to the beneficial conversion feature is limited to the amount of the proceeds allocated to the convertible instrument.

The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards for “Accounting for Derivative Instruments and Hedging Activities”.

Professional standards generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of Conventional Convertible Debt Instrument”.

The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note.

The Company evaluated the conversion option embedded in the Series A Preferred Stock and determined, in accordance with the provisions of these statements, that such conversion option does not meet the criteria requiring bifurcation of these instruments. The characteristics of the common stock that is issuable upon a holder’s exercise of the conversion option embedded in the convertible preferred stock are deemed to be clearly and closely related to the characteristics of the preferred shares. Additionally, the Company’s conversion options, if free standing, would not be considered derivatives subject to the accounting guidelines prescribed in accordance with professional standards.

ASC 815-40 provides that, among other things, generally, if an event is not within the entity’s control could require net cash settlement, then the contract shall be classified as an asset or a liability.

Cash and Cash Equivalents

For the purpose of the financial statements cash equivalents include all highly liquid investments with maturity of three months or less. Cash and cash equivalents were $145,778 and $139 at December 31, 2013 and 2012, respectively. (See Note 5 – Restricted Cash Held in Escrow)

Cash Flows Reporting

The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period.

Commitments and Contingencies

The Company follows ASC 440, Commitments and ASC 450, Loss Contingencies, to report accounting for commitments and contingencies. 

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.  There were no commitments or contingencies at December 31, 2013 and 2012.

Earnings per Share

The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. 

For the years ended December 31, 2013 and 2012, the effect of common stock equivalents has been excluded from the calculation of diluted earnings per share as their effect would be anti-dilutive.

The Company does not have any potentially dilutive instruments as of December 31, 2013 and, thus, anti-dilution issues are not applicable.

At December 31, 2013, there were no stock options.

Fair Value of Financial Instruments

The Company follows paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments and paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally unobservable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable, accrued expenses and loans payable approximate their fair values because of the short maturity of these instruments. Loans payable are recorded at their issue value.

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

It is not, however, practical to determine the fair value of advances from stockholders, if any, due to their related party nature.

The following table presents assets and liabilities that are measured and recognized at fair value as of December 31, 2013 and December 31, 2012, on a recurring basis:

Assets and liabilities measured at fair value on a recurring basis at December 31, 2013	Level 1			Level 2			Level 3				Total Carrying Value
Stock warrant derivative liabilities			-			-			(465,880	)			(465,880	)
		$	-		$	-		$	(465,880	)		$	(465,880	)
Assets and liabilities measured at fair value on a recurring basis at December 31, 2012	Level 1			Level 2			Level 3				Total Carrying Value
Stock warrant derivative liabilities			-			-			(61,545	)			(61,545	)
		$	-		$	-		$	(61,545	)		$	(61,545	)

Property and Equipment

Property and equipment are stated at cost. Depreciation was calculated using the straight-line method over the estimated useful lives of the related assets, ranging from three to seven years.  Expenditures for additions and improvements were capitalized, while repairs and maintenance costs were expensed as incurred.  The cost and related accumulated depreciation of property and equipment sold or otherwise disposed of were removed from the accounts and any gain or loss was recorded in the year of disposal.  Depreciation expense for the years ended December 31, 2013 and 2012 was $2,300 and $0, respectively.

Related Parties

The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.  Related party transactions for the periods ending December 31 2013 and 2012 are reflected in Note 8.

Stock Based Compensation

ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired.  Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights.  Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – based Payments to Non-Employees.  Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable:  (a) the goods or services received; or (b) the equity instruments issued.  The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.  

Under our stock compensation plan (the “Stock Plan”) which is registered under Form S8, or through newly issued restricted common stock, we pay qualified contractors and advisors common shares in lieu of compensation for services provided including business development, management, technology development, consulting, legal services and accounting services

Share-based expense for the years ended December 31, 2013 and 2012 was $3,518,594 and $0, respectively.

Reclassifications

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

Principles of Consolidation

The accompanying consolidated financial statements for the year ended December 31, 2013 include the accounts of the Company and its wholly-owned subsidiary, E-Waste Systems of Ohio, Inc., E-Waste Systems Cincinnati, Inc. (“EWS-C”), and Surf Investments, Ltd. (“Surf”). All significant intercompany balances and transactions have been eliminated in consolidation.

Concentration of Credit Risk

SURF

For the year ended December 31, 2013, Customer A accounted for 18.4% of the Surf’s net revenue. Customer B accounted for approximately 16.2% of Surf’s net revenue for the year ended December 31, 2013. Customer C accounted for approximately 16.2% of the Company’s net revenue and 54.7% of Surf’s total accounts receivable for the year ended December 31, 2013.  Customer D accounted for 10.8% of Surf’s total accounts receivable for the year ended December 31, 2013.

EWS-C

For the year ended December 31, 2013, Customer A accounted for 10.4% of EWS-C’s net revenue.   Customer B accounted for approximately 20.0% of EWS-C’s net revenue for the year ended December 31, 2013. Customer C accounted for approximately 16.5% of EWS-C’s net revenue and 25.0% of EWS-C’s accounts receivable for the year ended December 31, 2013.  Customer D accounted for 18.6% of EWS-C’s net revenue and 34.9% of EWS-C’s accounts receivable for the year ended December 31, 2013.

Accounts Receivable

Trade accounts receivables are recorded at the invoiced amount and do not bear interest. Amounts collected on trade accounts receivables are included in net cash provided by operating activities in the consolidated cash flow statements. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers a number of factors, including historical losses, current receivables aging reports, the counter party’s current ability to pay its obligation to the Company, and existing industry. The Company reviews its allowances every month. Past due invoices over 90 days that exceed a specific amount are reviewed individually for collectability. During the years ended December 31, 2013 and 2012, $2,706 and $0 of receivables were charged off against the allowance, respectively. The Company does not have any off-balance sheet exposure related to its customers.

Inventory

Inventory is valued at the lower of cost (on a first-in, first-out (FIFO) basis) or market. The Company purchases its inventory direct from the manufacturer and includes these costs in its Cost of Sales as well as its packaging supplies, shipping, freight and duties costs. The Company evaluates inventory for items that have become obsolete. An allowance for obsolescence is established for items that are deemed not able to be sold. Currently, there are no obsolete inventory items.

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.

Revenue from Sales of Brand Licenses

During the year, the Company sold brand licenses to customers which allow the promotion of business under the E-Waste Systems brand names in selected jurisdictions. The license agreements call for an initial payment plus a percentage of revenues generated under the brand during term of the license agreement. The initial fees are booked to revenues of the Company in the period first sold. License fees earned from subsequent revenues of the licensee company are only booked later after periodic reviews.  The Company will recognize the licensing revenue when collected or when collectability is probable.

Segment Reporting

The Company generates  revenues from the following sources: (1) licensing of technology and management services in electronic waste disposal, development of ePlants and similar processes for electronic waste disposal systems in return for license, consulting and management fees; (2) operation of strategic business development projects and market development projects through the eVolve divisions for which the company obtains sales revenues and incurs day to day operational expenses including the cost of leases incurred through the activities, and (3) repair refurbishing and recycling of electronics for which the company receives revenues from disposal contracts, and fees for disposal plus revenues from the sale of reclaimed components or reclaimed materials such a gold, platinum and other precious metals obtained through recycling processes and incurs costs associated recycling activities.

Marketable Securities

The Company reports its investments in marketable securities under the provisions of ASC 320, Investments in Debt and Equity Securities. All the Company’s marketable securities are classified as “available for sale” securities, as the market value of the securities are readily determinable and the Company’s intention upon obtaining the securities was neither to sell them in the short term nor to hold them to maturity. Pursuant to ASC 320, securities which are classified as “available for sale” are recorded on the Company’s consolidated balance sheet at fair market value, with the resulting unrealized holding gains and losses excluded from earnings and reported as other comprehensive income until realized.

The Company evaluates securities for other-than-temporary impairment at least on a yearly basis, and more frequently when economic or market conditions warrant such evaluation. Consideration is given to the length of time and amount of the loss relative to cost, the nature and financial condition of the issuer and the ability and intent of the Company to hold the investment for a time sufficient to allow any anticipated recovery in fair value. Pursuant to ASC 320-5, other than temporary impairment losses are recorded as impairment expense in the statement of operations during the period in which the impairment is determined.  The Company recorded an impairment expense of $1,445,000 as of December 31, 2013.

Intangible Assets

Intangible assets are recorded at the costs associated with the asset. These assets are then amortized using the straight-line method over the remaining useful economic life of each asset type. At each consolidated balance sheet date, the unamortized capitalized cost of the each intangible asset will be compared to the net realizable value of that asset. If the unamortized capitalized cost exceeds the net realizable value, then the difference will be written down to the net realizable value. Intangible assets consist of customer lists and certification.  Amortization of intangible assets for year end December 31, 2013 was $43,187. The Company did not record an impairment expense as of December 31, 2013.

Cost Method Investments

Cost method investments are recorded at the costs associated with the investments in accordance with ASC 325-20. The costs are valued at the most readily available source of value with the various aspects of the transaction.  The investments are presented at the cost.  No returns are recorded on the investments unless dividends are received.

Capitalized Software Development Costs

The Company applies the provisions of ASC 985-20, which provides guidance on the recognition, presentation and disclosure of software development costs in financial statements. The costs associated with developing the software is capitalized and will be amortized using the straight-line method over the economic life of the software. At each consolidated balance sheet date, the unamortized capitalized cost of the software product will be compared to the net realizable value of that product. If the unamortized capitalized cost exceeds the net realizable value, then the difference will be written down to the net realizable value.

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.

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.  Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are as follows:

Automobiles and Equipment 5 years

Goodwill

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations. ASC 350-30-35-4 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment for each reporting unit.  At December 31, 2013, the Company recorded an impairment expense of $761,170 in relation to its debt purchase in December 2013.

Foreign Currency

Monetary assets and liabilities of the Company's foreign operations are translated into U.S. dollars at period-end exchange rates.  Non-monetary assets and liabilities are translated at historical rates. Net exchange gains or losses resulting from such translation are excluded from net loss but are included in comprehensive income and accumulated in a separate component of stockholders' equity. Income and expenses are translated at weighted average exchange rates for the period. 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.

Accumulated Other Comprehensive Income (Loss)

Comprehensive loss includes net loss as currently reported under U.S. GAAP and other comprehensive loss. Other comprehensive loss considers the effects of additional economic events, such as foreign currency translation adjustments, that are not required to be recorded in determining net loss, but rather are reported as a separate component of stockholders’ equity (deficit).

Stock-Based Compensation

Under our stock compensation plan (the “Stock Plan”) which is registered under Form S8, or through newly issued restricted common stock, we pay qualified contractors and advisors common shares in lieu of compensation for services provided including business development, management, technology development, consulting, legal services and accounting services.

Income Taxes

Deferred income tax assets as of December 31, 2013 of $1,300 resulting from net operating losses and future amortization deductions, have been fully offset by valuation allowances.  The valuation allowances have been established equal to the full amounts of the deferred tax assets, as the Company is not assured that it is more likely than not that these benefits will be realized.

Reconciliation between the statutory United States corporate income tax rate (35%) and the effective income tax rates based on continuing operations is as follows:

Year ended December 31,	2013			2012
Income tax benefit at Federal statutory rate of 44%	$	(2,288,393	)	$	(500,368	)
State Income tax benefit, net of Federal effect		(634,031	)		(138,634	)
Permanent and other differences		-			-
Change in valuation allowance		2,922,424			639,002
Total	$	-		$	-

Components of deferred tax assets were approximately as follows:

As at December 31,	2013			2012
Net operating loss	$	10,213,000		$	3,037,000
Asset impairment
Valuation allowance		(10,213,000	)		(3,037,000	)
Total	$	-		$	-

At December 31, 2013 the Company has available net operating losses of approximately $3,037,000 which may be carried forward to apply against future taxable income. These losses will expire in 2031. Deferred tax assets related to these losses have not been recorded due to uncertainty regarding their utilization.

The provisions of ASC 740 require companies to recognize in their consolidated financial statements the impact of a tax position if that position is more likely than not to be sustained upon audit, based upon the technical merits of the position. ASC 740 prescribes a recognition threshold and measurement attribute for the consolidated financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure.

Management does not believe that the Company has any material uncertain tax positions requiring recognition or measurement in accordance with the provisions of ASC 740. Accordingly, the adoption of these provisions of ASC 740 did not have a material effect on the Company’s consolidated financial statements. The Company’s policy is to record interest and penalties on uncertain tax positions, if any, as income tax expense.

The Company has not filed its applicable Federal and State tax returns for the year ended December 31, 2012 and may be subject to penalties for noncompliance. The Company has filed an extension for the 2013 filing.

Recently Issued Accounting Pronouncements

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company.

We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Cash and cash equivalents	$ 145,778	$ 139	$ 6,493
Depreciation	2,300
Share-based expense	3,518,594	0
Allowance of bad debts on current accounts receivable	2,706	0
Impairment expense of Marketable Securities	1,445,000
Impairment expense of goodwill	781,170
Amortization of intangible assets	43,187
Net operating losses	$ 3,037,000
Net operating losses expiry period	2031
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Customer A [Member]
Concentration of Credit Risk, SURF	18.40%
Concentration of Credit Risk, EWS-C	10.40%
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Customer B [Member]
Concentration of Credit Risk, SURF	16.20%
Concentration of Credit Risk, EWS-C	20.00%
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Customer C [Member]
Concentration of Credit Risk, SURF	16.20%
Concentration of Credit Risk, EWS-C	16.50%
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Customer D [Member]
Concentration of Credit Risk, EWS-C	18.60%
Accounts Receivable [Member] | Customer Concentration Risk [Member]
Concentration of Credit Risk, SURF	54.70%
Concentration of Credit Risk, EWS-C	25.00%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer D [Member]
Concentration of Credit Risk, SURF	10.80%
Concentration of Credit Risk, EWS-C	34.90%

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Summary Of Significant Accounting Policies Details 3
Net operating loss	$ 10,213,000	$ 3,037,000
Asset impairment
Valuation allowance	(10,213,000)	(3,037,000)
Total

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RESTRICTED CASH HELD IN ESCROW (Details Narrative) (USD $)	Dec. 31, 2013
Restricted Cash Held In Escrow Details Narrative
Escrow	$ 140,000

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PROPERTY AND EQUIPMENT (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Property And Equipment Details
Equipment	$ 165,518
Automobiles	20,926
Less:  accumulated depreciation	(4,724)
Property and Equipment, Net	$ 181,720

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GOING CONCERN

12 Months Ended

Dec. 31, 2013

Notes to Financial Statements

GOING CONCERN

The Company’s consolidated financial statements have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred net losses of $7,176,801 and $1,568,257 during the years ended December 31, 2013 and 2012, respectively. Cash on hand will not be sufficient to cover debt repayments scheduled as of December 31, 2013 and operating expenses and capital expenditure requirements for at least twelve months from the consolidated balance sheet date. As of December 31, 2013 and 2012, the Company had working capital deficits of $3,253,407 and $1,848,779, respectively. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to seek equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

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

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PROPERTY AND EQUIPMENT (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Property And Equipment Details Narrative
Depreciation expense	$ 2,300

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Consolidated Balance Sheets (USD $)	Dec. 31, 2013	Dec. 31, 2012
Current Assets
Cash and cash equivalents	$ 145,778	$ 139
Restricted cash held in escrow	140,000
Accounts receivable, net	63,217
Related parties receivable	1,052
Inventory	5,752
Other current assets	3,833
Total Current Assets	359,632	139
Property and equipment, net	181,720
Security deposits	3,270
Intangible assets	324,011
Investments	285,573
TOTAL ASSETS	1,154,206	139
CURRENT LIABILITIES:
Accounts payable and accrued expenses	479,884	339,684
Accrued expenses - related party	1,320,918	1,247,355
Short-term notes payable	194,460	100,000
Short-term related party convertible notes payable, net	12,000	12,000
Short-term convertible notes payable, net	1,139,897	88,334
Derivative liability on short-term convertible notes payable	465,880	61,545
Total Current Liabilities	3,613,039	1,848,918
Long term portion of loans payable	85,908
Long term portion of convertible notes payable, net	251,406	177,187
TOTAL LIABILITIES	3,950,353	2,026,105
Stockholders' Equity (Deficiency)
Preferred stock, Series A, $0.001 par value, 10,000,000 shares authorized; 1,903 and 0 shares issued and outstanding, respectively	2
Preferred stock, Series B, $0.001 par value, 10,000,000 shares authorized; 195,000 and 0 shares issued and outstanding, respectively	195
Common stock, $0.001 par value, 490,000,000 shares authorized; 262,734,973 and 106,504,926 shares issued and outstanding, respectively	262,735	106,505
Additional paid-in capital	7,154,225	904,032
Accumulated deficit	(10,213,304)	(3,036,503)
TOTAL STOCKHOLDERS' DEFICIT	(2,796,147)	(2,025,966)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 1,154,206	$ 139

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Consolidated Statements of Cash Flows (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss from continuing operations	$ (7,196,469)	$ (1,449,589)
Adjustment to reconcile net loss to net cash used in operating activities:
Bad debt provision	2,706
Depreciation expense	2,300
Amortization of intangible assets	43,187
Origination interest charge	10,556	31,528
Convertible notes payable executed for services	117,940	152,500
Impairment in Goodwill related to debt purchase	781,170
Amortization of debt discount	166,045	13,334
Change in derivative liability	404,335	(430)
Impairment in available for sale securities	1,445,000
Common stock issued for services	3,518,593	109,679
Loss on conversion of debt	66,932
Contributed capital	27,745
Currency translation loss		27,203
Loss on settlement of contingent considerations		66,672
Loss on disposal of discontinued operations		36,963
Contributed capital from related party		42,000
Changes in operating assets and liabilities:
Accounts receivable, net	(65,923)
Related parties receivable	(1,052)
Inventory	(5,752)
Other current assets	(3,833)
Accounts payable and accrued expenses	138,305	188,607
Accrued expenses, related parties	413,042	602,044
NET CASH USED IN CONTINUING OPERATING ACTIVITIES	(135,173)	(179,489)
NET CASH PROVIDED BY DISCONTINUED OPERATING ACTIVITIES	19,668	41,865
NET CASH USED IN OPERATING ACTIVITIES	(115,505)	(137,624)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment	(3,652)
Payments towards security deposits	(3,270)
Payments towards intangible assets	(97,014)
NET CASH USED IN CONTINUING INVESTING ACTIVITIES	(103,936)
NET CASH USED IN INVESTING ACTIVITIES	(103,936)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible notes payable	373,080	215,000
Principal payments towards convertible notes payable	(65,000)
Issuance of common stock for cash	57,000
NET CASH PROVIDED BY CONTINUING FINANCING ACTIVITIES	365,080	215,000
NET CASH PROVIDED BY FINANCING ACTIVITIES	365,080	215,000
Net increase in cash and cash equivalents	145,639	(6,354)
Cash and cash equivalents, beginning of year	139	6,493
Cash and cash equivalents, end of year	145,778	139
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	25,895	4,897
Cash paid for taxes
NON-CASH ACTIVITIES:
Issuance of preferred stock series B as payment towards accrued expenses, related parties	195,000
Issuance of preferred stock series A and common stock related to investment in GoEZ Deals, Inc.	285,573
Intangible assets from investment in Surf	270,184
Convertible notes payable executed for accounts payable and accrued expenses	112,304
Cash in escrow from convertible note payable	140,000
Equipment and financing assumed in acquisition of E-Waste of Cincinnati, Inc.	180,368
Conversions of convertible notes payable into shares of common stock	158,223	140,664
Issuance of common stock as payment towards accrued interest and accrued expenses, related parties	253,208
Debt discounts on convertible notes payable	$ 332,090	$ 25,313

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NOTES AND LOANS PAYABLE (Details Narrative) (USD $)	12 Months Ended					4 Months Ended				12 Months Ended		12 Months Ended			12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013 Working Capital Loan [Member]	Dec. 31, 2013 Promissory Note [Member]	Dec. 31, 2012 Promissory Note [Member]	Dec. 31, 2012 Promissory Note [Member] Payment1 [Member]	Dec. 31, 2012 Promissory Note [Member] Payment2 [Member]	Dec. 31, 2013 Promissory Note [Member] Derivative Liability [Member]	Dec. 31, 2012 Promissory Note [Member] Derivative Liability [Member]	Dec. 31, 2013 Consultant [Member]	Dec. 31, 2012 Consultant [Member]	Dec. 31, 2013 Unrelated Third Party [Member]	Dec. 31, 2013 Unrelated Third Party [Member] Feb3 [Member]	Dec. 31, 2013 Unrelated Third Party [Member] Feb21 [Member]	Dec. 31, 2013 Related Party [Member]	Dec. 31, 2012 Related Party [Member]	Dec. 31, 2013 Convertible Debt [Member] August27 [Member]	Dec. 31, 2013 Convertible Debt [Member] July15 [Member]	Dec. 31, 2013 Convertible Debt [Member] Jun3 [Member]	Dec. 31, 2013 Convertible Debt [Member] Feb8 [Member]	Dec. 31, 2013 Convertible Debt [Member] Jan18 [Member]	Dec. 31, 2013 Convertible Debt [Member] Mar5 [Member]
Proceeds from Notes Payable	$ 373,080	$ 215,000
Debt Instrument Interest Rate																6.00%			8.00%
Interest Expense	297,922	59,228	14,000									7,714			1,440	252
Notes Payable													0	403	3,137	1,697
Interest Payable			8,167												3,137	1,697
Original Issue Discount				10,556	4,445
Payments of Note Payable				95,000		25,000	15,000
Minimum Price Per Share				$ 0.01
Percent of Trade Price				$ 70
Prior Trading Days				25
Max Ownership Outstanding Stock				$ 4.99
Derivative Liabilities	465,880	61,545		58,646	58,646			45,982	31,111										60,352
Debt Discounts				105,556	402,675			83,059	37,814	7,820	25,313						14,900	0	0	114,121	28,387	11,240
Amortization of Debt Discounts	166,045	13,334		10,556	4,445					17,493
Conversion of Debt											162,500
Debt Issued for Service											$ 11,000

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PROPERTY AND EQUIPMENT (Tables)

12 Months Ended

Dec. 31, 2013

Notes to Financial Statements

Schedule of Property and Equipment

Property and equipment consisted of the following as of December 31, 2013 and 2012:

	2013			2012
Equipment	$	165,518		$	-
Automobiles		20,926
Less:  accumulated depreciation		(4,724	)		-
Property and Equipment, Net	$	181,720		$	-

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DERIVATIVE LIABILITY (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Derivative Liability Details Narrative
Dividend Yield	0.00%	0.00%	0.00%
Risk Free Rate	0.13%
Risk Free Rate Minimum		0.16%	0.11%
Risk Free Rate Maximum			0.18%
Volatility	232.29%
Volatility Minimum		234.00%	5.00%
Volatility Maximum		251.00%	230.00%
Derivative Liability	$ 465,880	$ 61,545
Years to Maturity Minimum	3 months 15 days	7 months 24 days
Years to Maturity Maximum	8 months 12 days	9 months 11 days

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GOING CONCERN (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Going Concern Details Narrative
Incurred net losses	$ 7,176,801	$ 1,568,257
Working capital deficits	$ 3,253,407	$ 1,848,779

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BACKGROUND INFORMATION

12 Months Ended

Dec. 31, 2013

Notes to Financial Statements

BACKGROUND INFORMATION

Organization and Business

We were incorporated on December 19, 2008 in the State of Nevada.  Our wholly owned subsidiary, E-Waste Systems (UK) Ltd. was founded in January 2011 for the purpose of implementing our business strategy and has had limited operations. We acquired all of the issued and outstanding capital stock of EWSO on October 14, 2011. On September 20, 2012, certain of the assets and business of EWSO were physically transferred to Two Fat Greek, LLC.

Surf Investments, Ltd. (Surf)

On June 25, 2013, the Company entered into a binding agreement to acquire 100% of the shares of Surf Investments, Ltd, ("Surf") a California company in the mobile computing and e-waste recycling business. The Company acquired Surf because of it e-waste certifications in the state of California and the access to customers that will benefit the Company in expanding its sales and services. Consideration paid was the assumption of liabilities of $222,928 and the issuance of 223 shares of Series A Preferred Stock valued at $27,256 for a total consideration of $250,184. Results of operations are from the date of acquisition through the end of the period. Fair values of assets and liabilities acquired are estimates of management and the Company is currently in the process of obtaining a third-party valuation on such assets and liabilities.

E-Waste Systems Cincinnati Inc. (EWS-C)

E-Waste Systems Cincinnati Inc. (EWS-C) was formed as a wholly owned subsidiary on November 16, 2013 to acquire certain debt from Fifth Third Bank secured by the assets of WWS Associates d/b/a 2TRG.  The transaction for the purchase of the debt was concluded in December of 2013. Subsequent to the acquisition of the debt, the obligors surrendered the collateral to the company and EWS-C began operations with operations in Ohio and New York.

On March 26, 2013, EWSI entered into a set of agreements with XuFu (Shanghai) Co, Ltd, (“XuFu”) a company incorporated in the People’s Republic of China (“PRC”) and formerly known as Yazhuo.  The interests in XuFu were initially consolidated on the Company’s interim financial statements as a Variable Interest Entity (“VIE”) as of March 31, 2014, June 30, 2014 and September 30, 2014.  The Company has analyzed the controls and processes in place at XuFu and has concluded that consolidation is not proper.  To eliminate any doubt about the accounting treatment as of December 31, 2013, the Company’s Board of Directors has suspended the VIE.  Accordingly, the Company has not consolidated Xufu in the audited financial statements as of and for the year ended December 31, 2013.  The Company will follow guidance in accordance with ASC 250 “Accounting Changes and Error Corrections” and take the necessary action as soon as practicable with respect to its interim period financial statements.

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Consolidated Balance Sheets (Parenthetical) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Stockholders' Equity (Deficiency)
Preferred stock Series A, par value	$ 0.001	$ 0.001
Preferred stock Series A, shares authorized	10,000,000	10,000,000
Preferred stock Series A, shares issued	1,903	0
Preferred stock Series A, shares outstanding	1,903	0
Preferred stock Series B, par value	$ 0.001	$ 0.001
Preferred stock Series B, shares authorized	10,000,000	10,000,000
Preferred stock Series B, shares issued	195,000	0
Preferred stock Series B, shares outstanding	195,000	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	490,000,000	490,000,000
Common stock, shares issued	262,734,973	106,504,926
Common stock, shares outstanding	262,734,973	106,504,926

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STOCKHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2013

Notes to Financial Statements

STOCKHOLDERS' EQUITY

Preferred Stock

The Company is authorized to issue 10,000,000 shares of Preferred Stock, of which there are 200,000 shares set aside as Series A Convertible Preferred Stock with a par value of $0.001.  As of December 31, 2013, and 2012, there were 1,903 and 0 shares of Series A Convertible Preferred Stock issued and outstanding, respectively.

The Series A Preferred Shares have the following provisions:

Dividends

Series A convertible preferred stockholders’ are entitled to receive dividends when declared. As of December 31, 2013 and December 31, 2012 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 $1,000 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 $1,100 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 shares 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.

The Company is authorized to issue 10,000,000 shares of Preferred Stock, of which there are 500,000 shares set aside as Series B Convertible Preferred Stock with a par value of $0.001.  As of December 31, 2013, and December 31, 2012, there were 195,000 and 0 shares of Series B Convertible Preferred Stock issued and outstanding, respectively.

The Series B Preferred Shares have the following provisions:

Dividends

Initially, there will be no dividends due or payable on the Series B Preferred Stock. Any future terms with respect to dividends shall be determined by the Board consistent with the Corporation’s Certificate of Incorporation. Any and all such future terms concerning dividends shall be reflected in an amendment to this Certificate, which the Board shall promptly file or cause to be filed.

Liquidation Preferences

If, upon the occurrence of a Liquidation Event, the assets and funds available for distribution among the Holders of the Series B Preferred Stock and Holders of Pari Passu Securities shall be insufficient to permit the payment to such holders of the preferential amounts payable thereon, then the entire assets and funds of the Corporation legally available for distribution to the Series B Preferred Stock and the Pari Passu Securities shall be distributed ratably among such shares in proportion to the ratio that the Liquidation Preference payable on each such share bears to the aggregate Liquidation Preference payable on all such shares.

Voting Rights

Each holder of shares of the Series B Preferred Stock is entitled to 1,000 votes per share held.

Conversion

The Conversion Price for each share of Series B Preferred Stock in effect on any Conversion Date shall be the greater of $0.20 or (i) Eighty-Five percent (85%) of the average closing bid price of the Common Stock over the Twenty (20) trading days immediately preceding the date of conversion, (ii) but no less than Par Value of the Common Stock. For purposes of determining the closing bid price on any day, reference shall be to the closing bid price for a share of Common Stock on such date on the NASD OTC Bulletin Board, as reported on Bloomberg, L.P. (or similar organization or agency succeeding to its functions of reporting prices).

Redemption

The Series B Preferred Stock shares are only redeemable for cash by mutual agreement.

Preferred Stock Activity for the year ended December 31, 2013

Effective February 6, 2013, as part of a master license agreement signed with an unrelated third party, the Company issued 650 shares of Series A and in exchange received marketable securities valued at $730,000. The fair value of the preferred stock transferred was based on the trading price on the date of transfer of the marketable securities into which the shares received may be converted based on the conversion terms of the preferred stock. During the period ended December 31, 2013, no unrealized gains or losses were recorded with respect to the preferred shares, and the Company recognized a full impairment of this value of $730,000.

On June 24, 2013, the Company issued 223 shares of Series A Preferred Stock valued at $27,256 and assumed liabilities of $222,928 in the acquisition of a subsidiary.

Effective September 3, 2013, the Company entered into a subscription agreement with an unrelated third party to issue 800 shares of Series A Preferred Shares. The transaction has been recorded at a value of $88,000, which was based on the trading price on date of transfer of the marketable securities into which the share received may be converted based on the conversion terms of the preferred stock and is currently recorded as a subscription receivable on the Company’s consolidated balance sheet.  The Company received marketable securities valued at $715,000 in satisfaction of the subscription receivable. The fair value of the preferred stock transferred was based on the trading price on the date of transfer of the marketable securities into which the shares received may be converted based on the conversion terms of the preferred stock. During the year ended December 31, 2013, no unrealized gains or losses were recorded with respect to the preferred shares, and the Company recognized a full impairment of this value of $715,000.

On August 21, 2013, the Company issued 20,000 shares of Series B Preferred Stock valued at $20,000 or accrued officer compensation to the Company’s Chief Executive Officer and Director.

On September 3, 2013, the Company issued 230 shares of Series A Preferred Stock valued at $27,273 in the acquisition of a cost investment.

On September 6, 2013, the Company issued 175,000 in Series B Preferred Stock valued at $175,000 for accrued officer compensation to the Company’s Chief Executive Officer and Director.

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, 2013 and December 31, 2012, there were 262,734,973 and 106,504,926 shares of common stock issued and outstanding, respectively.

Subsequent to this, the Company’s board of directors, according to the Bylaws of the Company and the State of Nevada revised statutes, approved an amendment to the Articles of Incorporation for the purpose of increasing the authorized common stock from 490,000,000 shares of common stock to 790,000,000 shares of common stock.  The Company’s authorized shares of preferred stock were not affected in this corporate action.  As of December 31, 2013 there were 261,896,442 shares of common stock issued and outstanding respectively.

Common Stock Activity for the year ended December 31, 2013

During the year ended December 31, 2013, the Company issued 105,698,291 shares of common stock at prices ranging from $0.006 to $0.0899 per share for services valued at $3,518,594. The value of the shares issued for services was based on the trading price of the Company’s common stock on the date of issuance.

During the year ended December 31, 2013, the Company issued 44,031,756 shares of common stock at $0.003315 to $0.067 per share for settlement of all accounts payable, accrued expense, accrued interest and debt transactions valued at $545,294. The value of shares issued for settlement of debt was based on the trading price of the Company’s common stock on the date of issuance or the face value of the debt extinguished.

During the year ended December 31, 2013, the Company recorded $212,659 to additional paid-in capital for debt discounts recorded on convertible notes payable, and $98,818 as permanent equity in connection with convertible notes.

On September 3, 2013, the Company issued 3,500,000 shares of common stock at $0.0738 per share valued at $258,300 in the acquisition of a minority interest in a cost investment.

During the year ended December 31, 2013, the Company issued 3,000,000 shares of common stock for cash to an unrelated party at $0.0190 per share valued at $57,000.

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Document and Entity Information (USD $)

12 Months Ended

Dec. 31, 2013

Apr. 08, 2014

Jun. 30, 2013

DocumentAndEntityInformationAbstract

Entity Registrant Name

EWaste Systems, Inc.

Entity Central Index Key

0001488309

Document Type

10-K

Document Period End Date

Dec. 31, 2013

Amendment Flag

true

Amendment Description

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, 2013 (the “Form 10-K”), as filed with the Securities and Exchange Commission on April 15, 2014, is to furnish Amended 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.

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

345,691,874

Document Fiscal Period Focus

FY

Document Fiscal Year Focus

2013

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COST METHOD INVESTMENT

12 Months Ended

Dec. 31, 2013

Notes to Financial Statements

COST METHOD INVESTMENT

GoEz Deals, Inc. (GED)

On August 9, 2013, the Company entered into a binding agreement to acquire 7% of the shares of GoEz Deals, Inc., ("GED") a California company in the mobile computing and e-waste recycling business. The Company acquired GED because of it e-waste certifications in the state of California and the access to customers that will benefit the Company in expanding its sales and services. Consideration paid was the issuance of 230 shares of Series A Preferred Stock valued at $27,273 and the issuance of 3,500,000 shares of common stock at $0.0738 per share valued at $258,300 for a total consideration of $285,573. The investment is recorded at the cost of the investment.  Additional agreements for lease of properties and assets and operation of the business were entered into effective July 1, 2013.

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Consolidated Statements of Operations (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
NET REVENUES:
Product sales revenue	$ 490,798
Service revenue	371,460
TOTAL REVENUES	862,258
Cost of sales	481,136
GROSS PROFIT	381,122
OPERATING EXPENSES
Officer and director compensation	629,142	770,890
Professional fees	3,515,263	498,555
Impairment in Goodwill related to debt purchase	781,170
Impairment in available for sale securities	1,445,000
General and administrative expenses	506,732	27,472
TOTAL OPERATING EXPENSES	6,877,307	1,296,917
LOSS FROM OPERATIONS	(6,496,185)	(1,296,917)
OTHER (EXPENSE) INCOME:
Interest expense, net	(297,922)	(59,228)
Other (expense) income	1,973
Derivative liability expense	(404,335)	430
Currency exchange gain		(27,203)
Loss on settlement of contingent consideration		(66,671)
TOTAL OTHER (EXPENSE) INCOME	(700,284)	(152,672)
Loss from Operations before Income Taxes	(7,196,469)	(1,449,589)
Provision for Income Taxes
NET LOSS FROM CONTINUING OPERATIONS	(7,196,469)	(1,449,589)
Gain from Discontinued Operations, net of Income Taxes	19,668	(81,705)
Loss on disposal of discontinued operations		(36,963)
NET LOSS	$ (7,176,801)	$ (1,568,257)
NET LOSS PER COMMON SHARE:
Basic and Diluted Loss per Share from Continuing Operations	$ (0.04)	$ (0.01)
Basic and Diluted loss per Share from Discontinued Operations
NET LOSS PER SHARE - BASIC AND DILUTED	$ (0.04)	$ (0.02)
Weighted average number of common shares outstanding: Basic and Diluted	186,871,248	102,267,174

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PROPERTY AND EQUIPMENT

12 Months Ended

Dec. 31, 2013

Notes to Financial Statements

PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of December 31, 2013 and 2012:

	2013			2012
Equipment	$	165,518		$	-
Automobiles		20,926
Less:  accumulated depreciation		(4,724	)		-
Property and Equipment, Net	$	181,720		$	-

Depreciation expense for the year ended December 31, 2013 and 2012 was $2,300 and $0, respectively.

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RESTRICTED CASH HELD IN ESCROW

12 Months Ended

Dec. 31, 2013

Notes to Financial Statements

RESTRICTED CASH HELD IN ESCROW

On November 30, 2013 the Company entered into a Credit Agreement with TCA Global Credit Master Fund (“TCA”) for a loan of up to $5,000,000 with an initial draw of $1,000,000. At the initial funding of the first $1,000,000 on the TCA revolving credit facility, TCA held in reserve/escrow $140,000 pending completion of several post-closing matters.  Those funds have not yet been released.

As of December 31, 2013, the Company had a balance of $140,000 in escrow.

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NOTES AND LOANS PAYABLE (Tables)

12 Months Ended

Dec. 31, 2013

Notes to Financial Statements

Schedule of components of notes payable

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

	December 31, 2013			December 31, 2012
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			100,000
Convertible note payable to an unrelated party, bearing interest at 10%, unsecured, due on June 12, 2014		27,778			-
Convertible note payable to an unrelated party, bearing interest at 10%, unsecured, due on August 14, 2014		27,778			-
Convertible note payable to an unrelated party, bearing interest at 10%, unsecured, due on September 26, 2014		22,222			-
Convertible note payable to an unrelated party, bearing interest at 10%, unsecured, due on August 27, 2013 and due on October 10, 2013.		-			44,445
Convertible note payable to an unrelated party, bearing interest at 8%, unsecured, due on May 29, 2014		27,500			-
Convertible note payable to an unrelated party, bearing interest at 8%, unsecured, April 14, 2014		32,500			-
Convertible note payable to an unrelated party, bearing interest at 8%, unsecured, September 9, 2014		63,000			-
Convertible note payable to an unrelated party, bearing interest at 16.5%, unsecured June 6, 2014		1,000,000			-
Short term portion of EWS-C notes payable		94,460			-
Discounts on short-term convertible notes payable		(60,881	)		(31,111	)
Total short-term debt	$	1,346,357		$	200,334
Derivative liability on short-term convertible notes	$	465,880		$	61,545
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			29,000
Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on December 31, 2015		162,500			162,500
Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on January 18, 2016		41,557			-
Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on February 8, 2016		162,500			-
Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on March 5, 2016		17,417			-
Long term portion of EWS-C notes payable		85,908			-
Discounts on long term portion of convertible notes payable		(161,568	)		(25,313	)
Total long-term debt	$	337,314		$	177,187

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SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2013

Notes to Financial Statements

SUBSEQUENT EVENTS

On February 6, 2014 the Company entered into a promissory note in the amount of $500,000 wherein the Company can elect to take certain amounts against the aggregate amount of $500,000 at their discretion.  Any amount taken by the Company as a draw down against the aggregate amount of the loan, can convert any unpaid balance to the Company’s Rule 144 unrestricted common stock after 180 days have passed.  Subsequent to this note being executed, the Company elected to effect a drawdown of money in the amount of $1,000.

On March 25, 2014 the Company entered into a Convertible Promissory Note with an unrelated third party in the amount of $50,000 which carries an interest rate of 12% per annum.  This note will mature in March, 2015.  The issuer of the Note can convert unpaid portions of this Note any time after September 25, 2014.

On March 7, 2014 the Company entered into a Convertible Promissory Note with an unrelated third party in the amount of $60,000 with an interest rate of 8% per annum.  This note will mature on February 28, 2015.  The note holder can convert any unpaid balance only after the note has reached its’ maturity date.

On March 7, 2014 the Company entered into a Convertible Promissory Note with an additional unrelated third party in the amount of $60,000 with an interest rate of 8% per annum.  This note will mature on March 7, 2015.  The note holder can convert any unpaid balance only after the note has reached its maturity date.

On March 7, 2014 the Company entered into a Convertible Promissory note in the amount of $100,000 that carries an interest rate of 8% per annum.  This note will mature on September 7, 2014 and note holder can convert to the Company’s common stock any time after the maturity date.

On March 13, 2014 the Company entered into a Convertible Promissory Note with an unrelated third party in the amount of $50,000 with an interest rate of 8% per annum.  This note will mature on March 13, 2015.  The note holder can convert any unpaid balance after 180 days from the original date of the note.  This Note also contains a Back End note for $50,000wherein note holder can convert to the Company’s common stock after 180 days and after full cash payment has been made for the convertible shares thereunder.

On March 21, 2014 the Company entered into a Convertible Promissory Note with an unrelated third party in the amount of $50,000 with an interest rate of 8% per annum.  This note will mature on March 31, 2015.  The note holder can convert any unpaid balance after 180 days from the original date of the note.

On March 20, 2014 the Company entered into a Convertible Promissory Note with an unrelated third party in the amount of $84,000 with an interest rate of 8% per annum.  This note will mature on March 20, 2015.  The note holder can convert any unpaid balance after 180 days from the original date of the note.  On March 20, 2014, we also entered into a Back End Convertible Note with this Note Holder for $84,000.  This note has an interest rate of 8% per annum and will mature on March 20, 2015.  On March 20, 2014 we also entered into a Collateralized Secured Promissory Back End Note with the same note holder in the amount of $84,000 with a Maturity date of November 20, 2104.  The Back End Note and the Collateralized Secured Promissory Note can be offset against one another if the third party does not fund the Back End Note.

On April 4, 2014 the Company entered into a Convertible Promissory Note with an unrelated third party in the amount of $55,000 with an interest rate of 8% per annum.  This note will mature on April 4, 2015.  The note holder can convert any unpaid balance after 180 days from the original date of the note.

On April 7, 2014 the Company entered into a Convertible Promissory Note with an unrelated third party in the amount of $40,000 with an interest rate of 8% per annum.  This note will mature on April 7, 2015.  The note holder can convert any unpaid balance after 180 days from the original date of the note.

Subsequent to December 31, 2013, the Company issued 82,956,906 shares of common stock, and 3,947 shares of Series A Preferred Stock for various services rendered and conversions of debt.

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DERIVATIVE LIABILITY

12 Months Ended

Dec. 31, 2013

Notes to Financial Statements

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 notes executed on June 3, 2013, June 11, 2013, July 15, 2013, August 14, 2013, August 27, 2013 and September 26, 2013 (total unpaid face value of $170,278) 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 bi-furcated 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 0.75 to 1.00 year, average risk free rates over between 0.11 and 0.18 percent, and annualized volatility of between 5 and 230 percent to record derivative liabilities of $752,749. 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 234 and 251 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 in the statement of operations.

At December 31, 2013, the Company revalued the conversion features using the following assumptions: dividend yield of zero, years to maturity of between 0.29 and 0.70 years, a risk free rate of 0.13%, and annualized volatility of 232.29% and determined that, during the year ended December 31, 2013, the Company’s derivative liability increased by $404,335 to $465,880. The Company recognized a corresponding loss on derivative liability in conjunction with this revaluation.

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RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2013

Notes to Financial Statements

RELATED PARTY TRANSACTIONS

Transactions Involving Non-Officers and Directors

Effective 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% and is due twelve months from the date of origination or October 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 $1,440 and $252 of interest expense on the related party convertible note payable leaving a balance in accrued interest of $3,137 and $1,697 as of December 31, 2013 and 2012, respectively. The note has been extended and has a maturity date of October 28, 2014.

On May 1, 2013, the Company issued 1,500,000 shares of common stock to an employee for past obligations due. 

During the year ended December 31, 2013, the Company had receivables from related parties totaling $1,052.  These receivables are expected to be paid back in full the subsequent months.

Transactions Involving Officers and Directors

During the year ended December 31, 2013, the Company issued 1,000,000 shares of common stock to the Company’s Chief Executive Officer and Director at $0.008 per share for officer compensation of $8,000.  The Company also issued 10,000,000 shares of common stock to the Company’s Chief Executive Officer and Director at $0.0125 per share for accrued officer compensation of $125,000.  The Company also issued 1,800,000 shares of S-8 registered shares at $.0070 per share valued at $12,600 and 2,500,000 shares of S-8 registered shares at $.003315 per share valued at $8,288 for accrued officer compensation to the Company’s Chief Executive Officer and Director.  The Company also issued 195,000 shares of preferred stock series B at $1.00 per share for accrued officer compensation of $195,000 to the Company’s Chief Executive Officer and Director.  The Company also recorded $261,532 of additional officer compensation leaving an ending balance of $1,237,273 in accrued officer and director compensation at December 31, 2013.

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NOTES AND LOANS PAYABLE

12 Months Ended

Dec. 31, 2013

Notes to Financial Statements

NOTES AND LOANS PAYABLE

Effective 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% and is due twelve months from the date of origination or October 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 $1,440 and $252 of interest expense on the related party convertible note payable leaving a balance in accrued interest of $3,137 and $1,697 as of December 31, 2013 and 2012, respectively. The note has been extended and has a maturity date of October 28, 2014.

Effective 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%, are unsecured and are due on demand. During the year ended December 31, 2013, the Company recognized $7,714 of interest expense on these notes payable leaving balances in accrued interest of $0 and $403, respectively as of December 31, 2013 and 2012.

Effective April 3, 2013 the Company entered into a settlement agreement with a note holder whereby the Company would pay interest to the note holder from inception of the two notes through and including May 31, 2013. Payment of the interest due of $13,653 was made in the form of 2,185,879 shares of Rule 144 Unrestricted common stock.

It was further agreed that the principal amount of the combined notes would be paid on a monthly basis in the amounts of $5,833 for the $35,000 Note, and $6,667 for the $40,000 Note. Interest will continue to accrue at the agreed upon 14% per annum on each note until the principal balance has been retired.  During the year ending December 31, 2013, the Company made three of the required aggregate monthly payments to the note holder in the form of the Company’s Unrestricted Common Stock. The aggregate payment for both notes for the month of May 2013 resulted in an issuance of 1,543,210 shares at a price per share of $0.0081. The aggregate payment for both notes for the month of June 2013 resulted in an issuance of 1,344,086 shares at a price per share of $0.0093.  The aggregate payment for both notes for the month of July 2013 resulted in an issuance of 828,912 shares at a price per share of $0.0151.

Effective November 1, 2013 the Company issued an aggregate of 1,253,117 shares of the Company’s unrestricted common stock as payment in full of the existing debt to this note holder as follows:  the Company issued 644,330 shares at a price of $0.0194 for the month of August; in addition, the Company issued 256,674 at a price of $0.0487 for the month of September and we also issued 352,113 at a price of $0.0355 for the month of October, 2013.  Upon receipt of all the shares listed in this paragraph, the note holder acknowledged that the principal amount of the note had been paid in full and requested that the interest payment in the form of stock also to be issued at this time.

Effective November 1, 2013, the Company issued 91,270 unrestricted shares, of the Company’s common stock at a price per share of $0.0355 to the note holder in order to satisfy all interest due on the Note.  The note holder is satisfied that this note is retired in its entirety.

Effective February 24, 2012, the Company borrowed $100,000 from an unrelated third party in the form of a Line of Credit. The funds were to support the working capital requirements of E-Waste Systems (Ohio) and specifically, the procurement of electronic waste for refurbishment or recycling. The promissory note accrues interest at 14% and is due on March 24, 2013. On April 22, 2013 the Company issued 1,029,479 shares of the Company’s common stock in payment of all interest from inception of the note through May 31, 2013. The note holder has agreed to accept no payment on the principal amount of the note for the present time, and interest will continue to accrue on the note beginning with June 1, 2013 through the time the note is completely retired. During the period ended December 31, 2013 the Company recognized $14,000 of interest expense and made no payments on this promissory note leaving a balance of $8,167 accrued interest of as of December 31, 2013.

Effective August 27, 2012, the Company executed a convertible promissory note in the principal sum of $150,000. The consideration to be provided by the note holder is no more than $135,000. A $13,500 (10%) original issue discount (“OID”) applies to the principal sum. The note holder made payments to the Company of $25,000 and $15,000 of the total consideration during the year ended December 31, 2012, and $95,000 through the year ended December 31, 2013. The principal sum due to the note holder is to be prorated based on the consideration actually paid 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 for the year ended December 31, 2012, and $10,556 for the year ended December 31, 2013.

Effective February 28, 2013, the note holder elected to convert $7,350 of the principal balance into 1,500,000 shares of the Company’s common stock. In connection with the conversion, the Company recognized a pro rata portion of the unamortized debt discount of $3,625 to interest expense.

Effective March 20, 2013, the note holder elected to convert an additional $11,466 of the principal into 1,800,000 shares of the Company’s common stock. In connection with the conversion, the Company recognized a pro rata portion of the unamortized debt discount of $5,026 to interest expense.

Effective April 16, 2013, the note holder elected to convert $9,931 of the principal balance resulting in the issuance of 2,695,650 shares of the Company’s common stock. In connection with the conversion, the Company recognized a pro rata portion of the unamortized debt discount of $3,265 to interest expense.

Effective May 6, 2013, the note holder elected to convert $8,341 of the principal balance resulting in the issuance of 2,500,000 shares of the Company’s common stock. In connection with the conversion, the Company recognized a pro rata portion of the unamortized debt discount of $4,062 to interest expense.

Effective June 13, 2013, the note holder elected to convert $8,217 of the principal balance resulting in the issuance of 2,981,397 shares of the Company’s common stock. In connection with the conversion, the Company recognized a pro rata portion of the unamortized debt discount of $168 to interest expense.

Effective August 27, 2013, the note holder elected to convert $27,778 of the principal balance resulting in the issuance of 4,700,856 shares of the Company’s common stock. In connection with the conversion, the Company recognized a pro rata portion of the unamortized debt discount of $18,418 to interest expense.

The note contains a conversion feature wherein the note may 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 $44,445 on the payment dates of the note for the year ended December 31, 2012, and $402,675 and $105,556 for the year ended December 31, 2013. As of December 31, 2013 and December 31, 2012, the Company had recognized amortization on debt discounts on these notes of $83,059 and $37,814, leaving unamortized debt discounts of $45,982 and $31,111, respectively. See Note 9 for treatment of derivative liability associated with convertible notes payable.

Subsequent to this, on March 26, 2014, the note holder indicated to the Company that they wished to convert the final amount of money owed on this loan in the amount of $24,444 into Unrestricted Rule 144 stock of the Company at a conversion price of $0.0100.  This conversion has taken place and the company issued 2,444,444 shares of Unrestricted Common Stock on March 28, 2014.  This loan is now considered to be paid in full.

Effective 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. On 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 these 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 notes and is included within interest expense. As of December 31, 2013 and December 31, 2012, the Company had recognized amortization on the debt discounts on these note of $17,493 and $-0- of the total outstanding debt discounts leaving an unamortized debt discounts of $7,820 and $25,313, respectively.

Effective September 9, 2013, the note holder elected to convert $11,000 of the principal balance and accrued interest of $435 at $0.0064 per share into 1,786,641 shares of the Company’s common stock. In connection with the conversion, the Company recognized a pro rata portion of the unamortized debt discount of $1,114 to interest expense.

On January 18, 2013, the Company executed a convertible note payable with a face value of $41,557 in exchange for services provided to the Company. This note is unsecured, bears interest at 6% per annum and is due January 18, 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 intrinsic value of the beneficial conversion features and the debt discounts associated with the equity issued in connection with the convertible debt was 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 $41,557. 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, 2013, the Company had recognized amortization on the debt discounts on this note of $13,170 of the total outstanding debt discounts leaving an unamortized debt discount $28,387.

Effective March 14, 2014 a settlement was reached with the note holder whereby his note was purchased by an unrelated third party.  This note has been retired in its entirety.

Effective February 8, 2013, the Company executed a convertible note payable with a face value of $162,500 in exchange for services provided to the Company in the amount of $115,400 and forgiveness of accounts payable of $47,060. 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 $162,500. 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, 2013, the Company had recognized amortization on the debt discounts on this note of $48,379 of the total outstanding debt discounts leaving an unamortized debt discounts $114,121.

This note is unsecured, bears interest at 6% per annum and is due 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.

Effective March 5, 2013, the Company executed a convertible note payable with a face value of $17,417 in exchange for services provided to the Company. This note is unsecured, bears interest at 6% per annum and is due March 5, 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. Effective March 14, 2014 a settlement was reached with the note holder whereby his note was purchased by an unrelated third party.  This note has been retired in its entirety.

The intrinsic value of the beneficial conversion features and the debt discounts associated with equity issued in connection with the convertible debts has been 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 $15,371. 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, 2013, the Company has amortized $6,177 of the total outstanding debt discounts leaving an unamortized debt discount of $11,240.

Effective June 3, 2013, the Company executed a convertible note payable with a face value of $32,500. This note is unsecured, bears interest at 8% per annum and is due June 2, 2014. The note is convertible, at the option of the holder, into shares of the Company’s common stock at a share price of the average of the three lowest volume weighted-average prices per share during the 10 calendar day period immediately prior to the date of conversion times 55 percent. The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $60,352 and debt discount of $32,500 on the payment dates of the note for the period ended September 30, 2013.  As of December 31, 2013, the Company had recognized amortization on debt discounts on these notes of $32,500 leaving unamortized debt discounts of $0. See Note 9 for treatment of derivative liability associated with convertible notes payable. Subsequent to this on October 28, 2013, this note was paid in full by the company.

Effective July 15, 2013, the Company executed a convertible note payable with a face value of $32,500. This note is unsecured, bears interest at 8% per annum and is due April 17, 2014. The note is convertible, at the option of the holder, into shares of the Company’s common stock at a share price of the average of the three lowest volume weighted-average prices per share during the 10 calendar day period immediately prior to the date of conversion times 55 percent. The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $12,258 and debt discount of $32,500 on the payment dates of the note.  As of December 31, 2013, the Company had recognized amortization on debt discounts on these notes of $32,500 leaving unamortized debt discounts of $0 See Note 9 for treatment of derivative liability associated with convertible notes payable. Subsequent to this, on December 31, 2013, this note was paid in full by the Company.

Effective August 27, 2013, the Company executed a convertible note payable with a face value of $27,500. This note is unsecured, bears interest at 8% per annum and is due May 29, 2014. The note is convertible, at the option of the holder, into shares of the Company’s common stock at a share price of the average of the three lowest volume weighted-average prices per share during the 10 calendar day period immediately prior to the date of conversion times 55 percent. The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $55,751 and debt discount of $27,500 on the payment dates of the note for the period ended September 30, 2013.  As of December 31, 2013, the Company had recognized amortization on debt discounts on these notes of $12,600 leaving unamortized debt discounts of $14,900. See Note 9 for treatment of derivative liability associated with convertible notes payable.

Subsequently on March 10, 2014, this note was paid in full by the Company.

On June 25, 2013, the Company assumed loans payable with the acquisition of Surf in the amount of $222,928. These loans are non-interest bearing and due upon demand.  Of the total amount of these loans, on the consolidated balance sheet, $82,500 is classified in accrued expenses, related party, and $140,428 is classified in accounts payable and accrued expenses.

In connection with its acquisition of EWS-C, the Company assumed five financing agreements that comprise all the equipment listed in EWS-C.  The total value of these notes is $180,368. The original terms of these notes consist of a term of 60 months, with interest rates ranging from 4.60% to 9.24%, due dates of May 1, 2015, May 27, 2015, September 30, 2015, June 14, 2016, and October 1, 2016, and total payments ranging from $282 to $3,414.  Of the total balance of these notes, $94,460 is deemed to be the short term portion and is included in short-term notes payable on the consolidated balance sheet.

Effective October 1, 2013, the Company executed a convertible note payable with a face value of $32,500. This note is unsecured, bears interest at 8% per annum and is due June 2, 2014. The note is convertible, at the option of the holder, into shares of the Company’s common stock at a share price of the average of the three lowest volume weighted-average prices per share during the 10 calendar day period immediately prior to the date of conversion times 55%. The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $25,339 on the payment dates of the note for the period ended December 31, 2013.  See Note 9 for treatment of derivative liability associated with convertible notes payable.

Effective December 9, 2013, the Company executed a convertible note payable with a face value of $63,000. This note is unsecured, bears interest at 8% per annum and is due September 9, 2014. The note is convertible, at the option of the holder, into shares of the Company’s common stock at a share price of the average of the three lowest volume weighted-average prices per share during the 10 calendar day period immediately prior to the date of conversion times 55%. The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $75,362 on the payment dates of the note for the period ended December 31, 2013.   See Note 9 for treatment of derivative liability associated with convertible notes payable.

On November 30, 2013 the Company entered into a Credit Agreement with TCA Global Credit Master Fund for a loan of up to $5.0 Million with an initial draw of $1.0 Million. At the initial funding of the first $1.0 Million on the TCA revolving credit facility, TCA held in reserve/escrow $160,000 pending completion of several post-closing matters.  Those funds have not yet been released.  The debt is secured by assets of the company and its subsidiaries Surf and e-Waste Systems Cincinnati, Inc. and e-Waste Systems Ohio, Inc.  Interest accrues at the rate of 16.5% per annum, calculated on the actual number of days elapsed over a 360-day year.  Provisions for a Reserve of 15% there is a mandatory repayment of not less than 15% of the gross revenues.  At the present time, this loan is in default.  The Company recorded initial derivative liabilities of $46,027 on the payment dates of the note for the period ended December 31, 2013.  See Note 9 for treatment of derivative liability associated with convertible notes payable.

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

	December 31, 2013			December 31, 2012
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			100,000
Convertible note payable to an unrelated party, bearing interest at 10%, unsecured, due on June 12, 2014		27,778			-
Convertible note payable to an unrelated party, bearing interest at 10%, unsecured, due on August 14, 2014		27,778			-
Convertible note payable to an unrelated party, bearing interest at 10%, unsecured, due on September 26, 2014		22,222			-
Convertible note payable to an unrelated party, bearing interest at 10%, unsecured, due on August 27, 2013 and due on October 10, 2013.		-			44,445
Convertible note payable to an unrelated party, bearing interest at 8%, unsecured, due on May 29, 2014		27,500			-
Convertible note payable to an unrelated party, bearing interest at 8%, unsecured, April 14, 2014		32,500			-
Convertible note payable to an unrelated party, bearing interest at 8%, unsecured, September 9, 2014		63,000			-
Convertible note payable to an unrelated party, bearing interest at 16.5%, unsecured June 6, 2014		1,000,000			-
Short term portion of EWS-C notes payable		94,460			-
Discounts on short-term convertible notes payable		(60,881	)		(31,111	)
Total short-term debt	$	1,346,357		$	200,334
Derivative liability on short-term convertible notes	$	465,880		$	61,545
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			29,000
Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on December 31, 2015		162,500			162,500
Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on January 18, 2016		41,557			-
Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on February 8, 2016		162,500			-
Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on March 5, 2016		17,417			-
Long term portion of EWS-C notes payable		85,908			-
Discounts on long term portion of convertible notes payable		(161,568	)		(25,313	)
Total long-term debt	$	337,314		$	177,187

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COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2013

Notes to Financial Statements

COMMITMENTS AND CONTINGENCIES

Legal Proceedings

As of the date of this filing, the Company is not aware of any current or pending legal actions expected to have a material impact.

Occupancy 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 the purchaser as part of the transfer of the Company’s assets and business on September 20, 2012. As such, the Company has no ongoing minimum lease payments associated with the lease.

Effective February 12, 2013 the Company entered into a Lease Agreement with Evotech Capital Ltd in a commercial building in Shanghai, China. The term of the lease runs from February 12, 2013 through February 12, 2015. The terms of the lease calls for the Company to issue Evotech Capital 250,000 shares of common stock within 180 days of the beginning of the lease term. This represents the only payment required during the term of the lease. The Company has not issued those shares.

Effective February 6, 2014, EWSI’s wholly owned subsidiary e-Waste Systems Cincinnati, Inc. entered into a lease with DTC Northwest OH LLC, a Delaware limited liability company for its newly operational Cincinnati, Ohio facility.   The building is approximately 126,500 square foot of warehouse building located at 12075 Northwest Blvd., Springdale, OH 45246.  The monthly rent for this facility for Month 1 through 12 of the first year will be $11,916.  The monthly rent for the facility for Month 1 through 12 of the second year will be $12,274.   The monthly rent for the facility for Month 1 through 12 of the third year will be $12,642.

Operating Leases

The Company has entered into three operating agreements to operate businesses on behalf of property and business owners. The agreements require facility and equipment payments and personnel payments along with other possible payments in the course of operating these businesses. These agreements are on a quarter-to-quarter basis and can be terminated upon agreement of both parties.

Contingent Consideration

In connection with the acquisition of E-Waste Systems of Ohio, Inc. (formerly Tech Disposal, Inc.), this was disclosed in our annual filing with the SEC on Form 10-K, filed April 16, 2013 and incorporated by reference herein.

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NOTES AND LOANS PAYABLE (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Notes And Loans Payable Details
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	100,000
Convertible note payable to an unrelated party, bearing interest at 10%, unsecured, due on June 12, 2014	27,778
Convertible note payable to an unrelated party, bearing interest at 10%, unsecured, due on August 14, 2014	27,778
Convertible note payable to an unrelated party, bearing interest at 10%, unsecured, due on September 26, 2014	22,222
Convertible note payable to an unrelated party, bearing interest at 10%, unsecured, due on August 27, 2013 and due on October 10, 2013.		44,445
Convertible note payable to an unrelated party, bearing interest at 8%, unsecured, due on May 29, 2014	27,500
Convertible note payable to an unrelated party, bearing interest at 8%, unsecured, April 14, 2014	32,500
Convertible note payable to an unrelated party, bearing interest at 8%, unsecured, September 9, 2014	63,000
Convertible note payable to an unrelated party, bearing interest at 16.5%, unsecured June 6, 2014	1,000,000
Short term portion of EWS-C notes payable	94,460
Discounts on short-term convertible notes payable	(60,881)	(31,111)
Total short-term debt	1,346,357	200,334
Derivative liability on short-term convertible notes	465,880	61,545
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	29,000
Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on December 31, 2015	162,500	162,500
Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on January 18, 2016	41,557
Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on February 8, 2016	162,500
Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on March 5, 2016	17,417
Long term portion of EWS-C notes payable	85,908
Discounts on long term portion of convertible notes payable	(161,568)	(25,313)
Total long-term debt	$ 337,314	$ 177,187

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2013

Notes to Financial Statements

Schedule of Assets and Liabilities Measured at Fair Value

The following table presents assets and liabilities that are measured and recognized at fair value as of December 31, 2013 and December 31, 2012, on a recurring basis:

Assets and liabilities measured at fair value on a recurring basis at December 31, 2013	Level 1			Level 2			Level 3				Total Carrying Value
Stock warrant derivative liabilities			-			-			(465,880	)			(465,880	)
		$	-		$	-		$	(465,880	)		$	(465,880	)
Assets and liabilities measured at fair value on a recurring basis at December 31, 2012	Level 1			Level 2			Level 3				Total Carrying Value
Stock warrant derivative liabilities			-			-			(61,545	)			(61,545	)
		$	-		$	-		$	(61,545	)		$	(61,545	)

Schedule of Depreciable Lives for Property and Equipment

Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are as follows:

Automobiles and Equipment 5 years

Effective income tax rates based on continuing operations

Reconciliation between the statutory United States corporate income tax rate (35%) and the effective income tax rates based on continuing operations is as follows:

Year ended December 31,	2013			2012
Income tax benefit at Federal statutory rate of 44%	$	(2,288,393	)	$	(500,368	)
State Income tax benefit, net of Federal effect		(634,031	)		(138,634	)
Permanent and other differences		-			-
Change in valuation allowance		2,922,424			639,002
Total	$	-		$	-

Deferred tax assets

Components of deferred tax assets were approximately as follows:

As at December 31,	2013			2012
Net operating loss	$	10,213,000		$	3,037,000
Asset impairment
Valuation allowance		(10,213,000	)		(3,037,000	)
Total	$	-		$	-

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1)	12 Months Ended
	Dec. 31, 2013
Summary Of Significant Accounting Policies Details 1
Automobiles and Equipment	5 years

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Consolidated Statements Of Stockholders' Equity (USD $)	Preferred Stock Series A	Preferred Stock Series B	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning Balance, Amount at Dec. 31, 2011	$ 1		$ 100,765	$ 213,706	$ (1,468,246)	$ (1,153,774)
Beginning Balance, 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, Shares			5,375,433
Common stock issued for conversion of debt, Amount			72	140,592		140,664
Common stock issued for conversion of debt, Shares			71,528
Common stock issued to settle contingent consideration, Amount	(1)		293	378,117		378,409
Common stock issued to settle contingent consideration, Shares	(400)		293,341
Capital contributions from a related party, Amount				42,000		42,000
Debt discounts recorded on convertible notes payable				25,313		25,313
Net loss					(1,568,257)	(1,568,257)
Ending Balance, Amount at Dec. 31, 2012			106,505	904,032	(3,036,503)	(2,025,966)
Ending Balance, Shares at Dec. 31, 2012			106,504,926
Common stock issued for conversion of debt, Amount			26,554	265,532		292,086
Common stock issued for conversion of debt, Shares			26,554,618
Debt discounts recorded on convertible notes payable				212,659		212,659
Common stock issued for accrued interest, Amount			2,186	24,044		26,230
Common stock issued for accrued interest, Shares			2,185,789
Common stock issued for services and settlements of accounts payable, Amount			120,990	3,624,582		3,745,572
Common stock issued for services and settlements of accounts payable, Shares			120,989,640
Common stock issued for cash, Amount			3,000	54,000		57,000
Common stock issued for cash, Shares			3,000,000
Common stock issued for investment in Go EZ Deals, Amount			3,500	254,800		258,300
Common stock issued for investment in Go EZ Deals, Shares			3,500,000
Preferred stock issued for investments and acquisition, Amout	2			1,520,953		1,520,955
Preferred stock issued for investments and acquisition, Shares	1,903
Preferred stock issued for settlement of officers' compensation, Amount		195		194,805		195,000
Preferred stock issued for settlement of officers' compensation, Shares		195,000
Permanent equity in connection with convertible notes				98,818		98,818
Net loss					(7,176,801)	(7,176,801)
Ending Balance, Amount at Dec. 31, 2013	$ 2	$ 195	$ 262,735	$ 7,154,225	$ (10,213,304)	$ (2,796,147)
Ending Balance, Shares at Dec. 31, 2013	1,903	195,000	262,734,973

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DISCONTINUED OPERATIONS

12 Months Ended

Dec. 31, 2013

Notes to Financial Statements

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 its business and its assets to a company controlled by a minority shareholder in the Company (“the purchaser”). In connection with this transfer the purchaser has agreed to assume payments on the lease on the premises at 1033 Brentnell Avenue, Columbus, Ohio, formerly held by the Company. The value of any consideration receivable arising from the sale, including any gain on disposal, has been fully impaired as its collection is uncertain.  Accordingly, all activity related to the disposal of our Ohio business has been classified as discontinued operations.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Summary Of Significant Accounting Policies Details 2
Income tax benefit at Federal statutory rate of 44%	$ (2,288,393)	$ (500,368)
State Income tax benefit, net of Federal effect	(634,031)	(138,634)
Permanent and other differences
Change in valuation allowance	2,922,424	639,002
Total

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2013

Notes to Financial Statements

Basis of Presentation

The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the SEC.  The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States

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 and disclosure of contingent 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.

In the opinion of management, all adjustments necessary to present fairly the financial position, results of operations, and cash flows at December 31, 2013, and for all periods presented herein, have been made.

Beneficial Conversion Feature

Costs incurred with parties who are providing financing, which include the intrinsic value of beneficial conversion features associated with the underlying debt, are reflected as a debt discount.  These discounts are generally amortized over the life of the related debt.  In certain circumstances, the intrinsic value of the beneficial conversion feature may be greater than the proceeds associated to the convertible instrument.  In such situations, the amount of the discount assigned to the beneficial conversion feature is limited to the amount of the proceeds allocated to the convertible instrument.

The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards for “Accounting for Derivative Instruments and Hedging Activities”.

Professional standards generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of Conventional Convertible Debt Instrument”.

The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note.

The Company evaluated the conversion option embedded in the Series A Preferred Stock and determined, in accordance with the provisions of these statements, that such conversion option does not meet the criteria requiring bifurcation of these instruments. The characteristics of the common stock that is issuable upon a holder’s exercise of the conversion option embedded in the convertible preferred stock are deemed to be clearly and closely related to the characteristics of the preferred shares. Additionally, the Company’s conversion options, if free standing, would not be considered derivatives subject to the accounting guidelines prescribed in accordance with professional standards.

ASC 815-40 provides that, among other things, generally, if an event is not within the entity’s control could require net cash settlement, then the contract shall be classified as an asset or a liability.

Cash and Cash Equivalents

For the purpose of the financial statements cash equivalents include all highly liquid investments with maturity of three months or less. Cash and cash equivalents were $145,778 and $139 at December 31, 2013 and 2012, respectively. (See Note 5 – Restricted Cash Held in Escrow)

Cash Flows Reporting

The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period.

Commitments and Contingencies

The Company follows ASC 440, Commitments and ASC 450, Loss Contingencies, to report accounting for commitments and contingencies. 

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.  There were no commitments or contingencies at December 31, 2013 and 2012.

Earnings per Share

The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. 

For the years ended December 31, 2013 and 2012, the effect of common stock equivalents has been excluded from the calculation of diluted earnings per share as their effect would be anti-dilutive.

The Company does not have any potentially dilutive instruments as of December 31, 2013 and, thus, anti-dilution issues are not applicable.

At December 31, 2013, there were no stock options.

Fair Value of Financial Instruments

The Company follows paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments and paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally unobservable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable, accrued expenses and loans payable approximate their fair values because of the short maturity of these instruments. Loans payable are recorded at their issue value.

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

It is not, however, practical to determine the fair value of advances from stockholders, if any, due to their related party nature.

The following table presents assets and liabilities that are measured and recognized at fair value as of December 31, 2013 and December 31, 2012, on a recurring basis:

Assets and liabilities measured at fair value on a recurring basis at December 31, 2013	Level 1			Level 2			Level 3				Total Carrying Value
Stock warrant derivative liabilities			-			-			(465,880	)			(465,880	)
		$	-		$	-		$	(465,880	)		$	(465,880	)
Assets and liabilities measured at fair value on a recurring basis at December 31, 2012	Level 1			Level 2			Level 3				Total Carrying Value
Stock warrant derivative liabilities			-			-			(61,545	)			(61,545	)
		$	-		$	-		$	(61,545	)		$	(61,545	)

Property and Equipment

Property and equipment are stated at cost. Depreciation was calculated using the straight-line method over the estimated useful lives of the related assets, ranging from three to seven years.  Expenditures for additions and improvements were capitalized, while repairs and maintenance costs were expensed as incurred.  The cost and related accumulated depreciation of property and equipment sold or otherwise disposed of were removed from the accounts and any gain or loss was recorded in the year of disposal.  Depreciation expense for the years ended December 31, 2013 and 2012 was $2,300 and $0, respectively.

Related Parties

The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.  Related party transactions for the periods ending December 31 2013 and 2012 are reflected in Note 8.

Stock-Based Compensation

ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired.  Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights.  Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – based Payments to Non-Employees.  Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable:  (a) the goods or services received; or (b) the equity instruments issued.  The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.  

Under our stock compensation plan (the “Stock Plan”) which is registered under Form S8, or through newly issued restricted common stock, we pay qualified contractors and advisors common shares in lieu of compensation for services provided including business development, management, technology development, consulting, legal services and accounting services

Share-based expense for the years ended December 31, 2013 and 2012 was $3,518,594 and $0, respectively.

Reclassifications

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

Principles of Consolidation

The accompanying consolidated financial statements for the year ended December 31, 2013 include the accounts of the Company and its wholly-owned subsidiary, E-Waste Systems of Ohio, Inc., E-Waste Systems Cincinnati, Inc. (“EWS-C”), and Surf Investments, Ltd. (“Surf”). All significant intercompany balances and transactions have been eliminated in consolidation.

Concentration of Credit Risk

SURF

For the year ended December 31, 2013, Customer A accounted for 18.4% of the Surf’s net revenue. Customer B accounted for approximately 16.2% of Surf’s net revenue for the year ended December 31, 2013. Customer C accounted for approximately 16.2% of the Company’s net revenue and 54.7% of Surf’s total accounts receivable for the year ended December 31, 2013.  Customer D accounted for 10.8% of Surf’s total accounts receivable for the year ended December 31, 2013.

EWS-C

For the year ended December 31, 2013, Customer A accounted for 10.4% of EWS-C’s net revenue. Customer B accounted for approximately 20.0% of EWS-C’s net revenue for the year ended December 31, 2013. Customer C accounted for approximately 16.5% of EWS-C’s net revenue and 25.0% of EWS-C’s accounts receivable for the year ended December 31, 2013.  Customer D accounted for 18.6% of EWS-C’s net revenue and 34.9% of EWS-C’s accounts receivable for the year ended December 31, 2013.

Accounts Receivable

Trade accounts receivables are recorded at the invoiced amount and do not bear interest. Amounts collected on trade accounts receivables are included in net cash provided by operating activities in the consolidated cash flow statements. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers a number of factors, including historical losses, current receivables aging reports, the counter party’s current ability to pay its obligation to the Company, and existing industry. The Company reviews its allowances every month. Past due invoices over 90 days that exceed a specific amount are reviewed individually for collectability. During the years ended December 31, 2013 and 2012, $2,706 and $0 of receivables were charged off against the allowance, respectively. The Company does not have any off-balance sheet exposure related to its customers.

Inventory

Inventory is valued at the lower of cost (on a first-in, first-out (FIFO) basis) or market. The Company purchases its inventory direct from the manufacturer and includes these costs in its Cost of Sales as well as its packaging supplies, shipping, freight and duties costs. The Company evaluates inventory for items that have become obsolete. An allowance for obsolescence is established for items that are deemed not able to be sold. Currently, there are no obsolete inventory items.

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.

Revenue from Sales of Brand Licenses

During the year, the Company sold brand licenses to customers which allow the promotion of business under the E-Waste Systems brand names in selected jurisdictions. The license agreements call for an initial payment plus a percentage of revenues generated under the brand during term of the license agreement. The initial fees are booked to revenues of the Company in the period first sold. License fees earned from subsequent revenues of the licensee company are only booked later after periodic reviews.  The Company will recognize the licensing revenue when collected or when collectability is probable.

Segment Reporting

The Company generates  revenues from the following sources: (1) licensing of technology and management services in electronic waste disposal, development of ePlants and similar processes for electronic waste disposal systems in return for license, consulting and management fees; (2) operation of strategic business development projects and market development projects through the eVolve divisions for which the company obtains sales revenues and incurs day to day operational expenses including the cost of leases incurred through the activities, and (3) repair refurbishing and recycling of electronics for which the company receives revenues from disposal contracts, and fees for disposal plus revenues from the sale of reclaimed components or reclaimed materials such a gold, platinum and other precious metals obtained through recycling processes and incurs costs associated recycling activities.

Marketable Securities

The Company reports its investments in marketable securities under the provisions of ASC 320, Investments in Debt and Equity Securities. All the Company’s marketable securities are classified as “available for sale” securities, as the market value of the securities are readily determinable and the Company’s intention upon obtaining the securities was neither to sell them in the short term nor to hold them to maturity. Pursuant to ASC 320, securities which are classified as “available for sale” are recorded on the Company’s consolidated balance sheet at fair market value, with the resulting unrealized holding gains and losses excluded from earnings and reported as other comprehensive income until realized.

The Company evaluates securities for other-than-temporary impairment at least on a yearly basis, and more frequently when economic or market conditions warrant such evaluation. Consideration is given to the length of time and amount of the loss relative to cost, the nature and financial condition of the issuer and the ability and intent of the Company to hold the investment for a time sufficient to allow any anticipated recovery in fair value. Pursuant to ASC 320-5, other than temporary impairment losses are recorded as impairment expense in the statement of operations during the period in which the impairment is determined.  The Company recorded an impairment expense of $1,445,000 as of December 31, 2013.

Intangible Assets

Intangible assets are recorded at the costs associated with the asset. These assets are then amortized using the straight-line method over the remaining useful economic life of each asset type. At each consolidated balance sheet date, the unamortized capitalized cost of the each intangible asset will be compared to the net realizable value of that asset. If the unamortized capitalized cost exceeds the net realizable value, then the difference will be written down to the net realizable value. Intangible assets consist of customer lists and certification.  Amortization of intangible assets for year end December 31, 2013 was $43,187. The Company did not record an impairment expense as of December 31, 2013.

Cost Method Investments

Cost method investments are recorded at the costs associated with the investments in accordance with ASC 325-20. The costs are valued at the most readily available source of value with the various aspects of the transaction. The investments are presented at the cost.  No returns are recorded on the investments unless dividends are received.

Capitalized Software Development Costs

The Company applies the provisions of ASC 985-20, which provides guidance on the recognition, presentation and disclosure of software development costs in financial statements. The costs associated with developing the software is capitalized and will be amortized using the straight-line method over the economic life of the software. At each consolidated balance sheet date, the unamortized capitalized cost of the software product will be compared to the net realizable value of that product. If the unamortized capitalized cost exceeds the net realizable value, then the difference will be written down to the net realizable value.

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.

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.  Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are as follows:

Automobiles and Equipment 5 years

Goodwill

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations. ASC 350-30-35-4 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment for each reporting unit.  At December 31, 2013, the Company recorded an impairment expense of $761,170 in relation to its debt purchase in December 2013.

Foreign Currency

Monetary assets and liabilities of the Company's foreign operations are translated into U.S. dollars at period-end exchange rates.  Non-monetary assets and liabilities are translated at historical rates. Net exchange gains or losses resulting from such translation are excluded from net loss but are included in comprehensive income and accumulated in a separate component of stockholders' equity. Income and expenses are translated at weighted average exchange rates for the period. 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.

Accumulated Other Comprehensive Income (Loss)

Comprehensive loss includes net loss as currently reported under U.S. GAAP and other comprehensive loss. Other comprehensive loss considers the effects of additional economic events, such as foreign currency translation adjustments, that are not required to be recorded in determining net loss, but rather are reported as a separate component of stockholders’ equity (deficit).

Income Taxes

Deferred income tax assets as of December 31, 2013 of $1,300 resulting from net operating losses and future amortization deductions, have been fully offset by valuation allowances.  The valuation allowances have been established equal to the full amounts of the deferred tax assets, as the Company is not assured that it is more likely than not that these benefits will be realized.

Reconciliation between the statutory United States corporate income tax rate (35%) and the effective income tax rates based on continuing operations is as follows:

Year ended December 31,	2013			2012
Income tax benefit at Federal statutory rate of 44%	$	(2,288,393	)	$	(500,368	)
State Income tax benefit, net of Federal effect		(634,031	)		(138,634	)
Permanent and other differences		-			-
Change in valuation allowance		2,922,424			639,002
Total	$	-		$	-

Components of deferred tax assets were approximately as follows:

As at December 31,	2013			2012
Net operating loss	$	10,213,000		$	3,037,000
Asset impairment
Valuation allowance		(10,213,000	)		(3,037,000	)
Total	$	-		$	-

At December 31, 2013 the Company has available net operating losses of approximately $3,037,000 which may be carried forward to apply against future taxable income. These losses will expire in 2031. Deferred tax assets related to these losses have not been recorded due to uncertainty regarding their utilization.

The provisions of ASC 740 require companies to recognize in their consolidated financial statements the impact of a tax position if that position is more likely than not to be sustained upon audit, based upon the technical merits of the position. ASC 740 prescribes a recognition threshold and measurement attribute for the consolidated financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure.

Management does not believe that the Company has any material uncertain tax positions requiring recognition or measurement in accordance with the provisions of ASC 740. Accordingly, the adoption of these provisions of ASC 740 did not have a material effect on the Company’s consolidated financial statements. The Company’s policy is to record interest and penalties on uncertain tax positions, if any, as income tax expense.

The Company has not filed its applicable Federal and State tax returns for the year ended December 31, 2012 and may be subject to penalties for noncompliance. The Company has filed an extension for the 2013 filing.

Recent Accounting Pronouncements

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company.

We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.