8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported):  July 25, 2014

E-WASTE SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-54657	26-4018362
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1350 E. Flamingo, #3101, Las Vegas, Nevada  89119

(Address of principal executive offices including zip code)

Registrant’s telephone number, including area code:  650-283-2907

­­­­­­­­­­­­­­­­­­­­­­­­______________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.03 – Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

On July 25, 2014 the Company filed an amendment to its’ Articles of Incorporation with the Nevada Secretary of State to increase its’ authorized capital.  This increase became effective at 6:00 a.m. EDT on July 25, 2014.  The previously authorized capital of the company was Nine Hundred Seventy-Five Million (975,000,000) shares of Common stock and Ten Million (10,000,000) shares of Preferred stock.  The amounts have now been increased to One Billion Four Hundred Ninety-Nine Million, Nine Hundred Ninety Thousand (1,499,990,000) shares of Common stock with a par value of $.001 and Ten Million (10,000,000) shares of Preferred stock with a par value of $.001.

The increase in the Company’s authorized capital was consented to by the Board of Directors of the Company as allowed by the Revised Nevada Statutes and the Bylaws of the Company.  This action was deemed necessary to help support the Company’s growth initiatives.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 – Financial Statements and Exhibits

None 

EXHIBITS:

Exhibit No.	Description
3.1	Amended Articles of Incorporation

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SIGNATURES

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

E-Waste Systems, Inc.

/s/   Martin Nielson                                                       

By:  Martin Nielson

Its:  Chief Executive Officer

Date:   July 30, 2014

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EX-3.1

Exhibit 3.1

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporation

(Pursuant to NRS 78.385 and 78.390 – After Issuance of Stock)

1.    Name of Corporation:

E-WASTE SYSTEMS, INC.

2.    The articles have been amended as follows: (provide article numbers, if available)

ARTICLE 3.  This amendment is being filed for the purpose of increasing the current authorized capital of 975,000,000 shares of Common stock, par value $0.001; and 10,000,000 shares of Preferred stock, par value $0.001 to the following:

1,499,490,000 shares of Common stock, par value $0.001

10,000,000 shares of Preferred stock, par value $0.001

3.    The vote by which the stockholders holding shares in the Corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the Articles of Incorporation, have voted in favor of the amendment is:        100% of the Board of Directors.

4.  Effective Date and time of filing:       Effective July 25, 2014 at 6:00 p.m, EDT

5:  Signature:

/s/           Carolyne Susan Johnson                                              

Signature of Officer

Name:     Carolyne Susan Johnson

Its:          Secretary/Treasurer